File No. 333-236643

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON June 16, 2020

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-14
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933	☒
Pre-Effective Amendment No.
Post-Effective Amendment No. 2

EQ Premier VIP Trust

(formerly known as AXA Premier VIP Trust)

(Exact Name of Registrant as Specified in Charter)

1290 Avenue of the Americas

New York, New York 10104

(Address of Principal Executive Offices)

(212) 554-1234

(Registrant’s Area Code and Telephone Number)

Steven M. Joenk

Equitable Investment Management Group, LLC

(formerly known as AXA Equitable Funds Management Group, LLC)

1290 Avenue of the Americas

New York, New York 10104

(Name and Address of Agent for Service)

With copies to:

William T. MacGregor, Esq. Equitable Investment Management Group, LLC 1290 Avenue of the Americas New York, New York 10104 Mark C. Amorosi, Esq. K&L Gates LLP 1601 K Street, N.W. Washington, DC 20006

This Post-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-14 shall become effective immediately upon filing pursuant to paragraph (b) of Rule 485 under the Securities Act of 1933, as amended.

Title of securities being registered: Class B shares of beneficial interest in the series of the registrant designated as the EQ/Conservative Allocation Portfolio.

No filing fee is required because the registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended, pursuant to which it has previously registered an indefinite number of shares (File Nos. 333-70754 and 811-10509).

EQ PREMIER VIP TRUST

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following papers and documents:

Cover Sheet

Contents of Registration Statement

Explanatory Note

Part C

Signature Page

Exhibits

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EXPLANATORY NOTE

This Post-Effective Amendment No. 2 to the Registration Statement on Form N-14 for EQ Premier VIP Trust (formerly known as AXA Premier VIP Trust) (“VIP Trust” or “Registrant”) incorporates by reference the Registrant’s Combined Proxy Statement/Prospectus and Statement of Additional Information contained in the Registrant’s filing pursuant to Rule 497 under the Securities Act of 1933, which was filed with the Securities and Exchange Commission (“SEC”) on April 7, 2020 (SEC Accession No. 0001193125-20-100518), and as amended by Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-14, which was filed with the SEC on May 1, 2020 (0001193125-20-130176). This Post-Effective Amendment No. 2 is being filed for the purpose of including in the Registration Statement the following.

(1) the executed Agreement and Plan of Reorganization and Termination (Exhibit 4(a)) between EQ Advisors Trust (“EQ Trust”), on behalf of Multimanager Mid Cap Growth Portfolio, Multimanager Mid Cap Value Portfolio, EQ/MFS Technology II Portfolio, EQ/UBS Growth and Income Portfolio and EQ/Franklin Templeton Allocation Managed Volatility Portfolio, each a series thereof, and on behalf of EQ/Janus Enterprise Portfolio, EQ/American Century Mid Cap Value Portfolio, EQ/MFS Technology Portfolio, EQ/Capital Group Research Portfolio (formerly known as EQ/Capital Guardian Research Portfolio), EQ/Aggressive Growth Strategy Portfolio, EQ/Morgan Stanley Small Cap Growth Portfolio, and 1290 VT Small Cap Value Portfolio, each also a series thereof, and VIP Trust, on behalf of Charter^SM Small Cap Growth Portfolio and Charter^SM Small Cap Value Portfolio, each a series thereof; and

(2) the executed Agreement and Plan of Reorganization and Termination (Exhibit 4(b)) between EQ Trust, on behalf of EQ/All Asset Growth Allocation Portfolio (formerly known as All Asset Growth-Alt 20 Portfolio) and 1290 VT SmartBeta Equity Portfolio, each a series thereof, and on behalf of EQ/Templeton Global Equity Managed Volatility Portfolio, also a series thereof, and VIP Trust, on behalf of EQ/Conservative Allocation Portfolio, a series thereof, and Charter^SM Conservative Portfolio, Charter^SM Aggressive Growth Portfolio, Charter^SM Growth Portfolio, Charter^SM Moderate Growth Portfolio and Charter^SM Moderate Portfolio, each also a series thereof.

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PART C: OTHER INFORMATION

Item 15. Indemnification

Article VIII of the Agreement and Declaration of Trust of the Registrant states:

Section 1. Limitation of Liability. A Trustee, when acting in such capacity, shall not be personally liable to any Person, other than the Trust or a Shareholder to the extent provided in this Article VIII, for any act, omission or obligation of the Trust, of such Trustee or of any other Trustee; provided, however, that nothing contained herein or in the Delaware Act shall protect any Trustee against any liability to the Trust or to any Shareholder to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the office of the Trustee hereunder.

All persons extending credit to, contracting with or having any claim against the Trust or a particular Series shall look only to the assets of the Trust or such Series for payment under such contract or claim; and neither the Trustees nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor. Provided they have exercised reasonable care and have acted under the reasonable belief that their actions are in the best interest of the Trust, the Trustees and officers of the Trust shall not be responsible or liable for any act or omission or for neglect or wrongdoing of them or any officer, agent, employee, Manager, or Principal Underwriter of the Trust, but nothing contained in this Declaration of Trust or in the Delaware Act shall protect any Trustee or officer of the Trust against liability to the Trust or to Shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees by any of them in connection with the Trust shall conclusively be deemed to have been executed or done only in or with respect to his or their capacity as Trustee or Trustees, and such Trustee or Trustees shall not be personally liable thereon.

Section 2. Indemnification of Covered Persons. Every Covered Person shall be indemnified by the Trust to the fullest extent permitted by the Delaware Act and other applicable law.

Section 3. Indemnification of Shareholder. If any Shareholder or former Shareholder of any Series shall be held personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or in the case of any entity, its general successor) shall be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on behalf of the affected Series, shall, upon request by such Shareholder, assume the defense of any claim made against such Shareholder for any act or obligation of the Series and satisfy any judgment thereon from the assets of the Series.

Article IX of the Agreement and Declaration of Trust of the Registrant states:

Section 5. Amendments. Except as specifically provided in this Section 5, the Trustees may, without Shareholder vote, restate, amend, or otherwise supplement this Declaration of Trust. Shareholders shall have the right to vote on (i) any amendment that would affect their right to vote granted in Article V, Section 1 hereof, (ii) any amendment to this Section 5, (iii) any amendment that may require their vote under applicable law or by the Trust’s registration statement, as filed with the Commission, and (iv) any amendment submitted to them for their vote by the Trustees. Any amendment required or permitted to be submitted to the Shareholders that, as the Trustees determine, shall affect the Shareholders of one or more Series shall be authorized by a vote of the Shareholders of each Series affected and no vote of Shareholders of a Series not affected shall be required. Notwithstanding anything else herein, no amendment hereof shall limit the rights to insurance with respect to any acts or omissions of Persons covered thereby prior to such amendment nor shall any such amendment limit the rights to indemnification referenced in Article VIII, Section 2 hereof as provided in the By-Laws with respect to any actions or omissions of Persons covered thereby prior to such amendment. The Trustees may, without shareholder vote, restate, amend, or otherwise supplement the Certificate of Trust as they deem necessary or desirable.

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Article X of the By-Laws of the Registrant states:

Section 3. Advance Payment of Indemnifiable Expenses. Expenses incurred by an agent in connection with the preparation and presentation of a defense to any proceeding may be paid by the Trust from time to time prior to final disposition thereof upon receipt of an undertaking by, or on behalf of, such agent that such amount will be paid over by him or her to the Trust if it is ultimately determined that he or she is not entitled to indemnification; provided, however, that (a) such agent shall have provided appropriate security for such undertaking, (b) the Trust is insured against losses arising out of any such advance payments, or (c) either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the proceeding, or independent legal counsel in a written opinion, shall have determined, based upon a review of the readily available facts (as opposed to a trial-type inquiry or full investigation), that there is reason to believe that such agent will be found entitled to indemnification.

Section 2. K of the Registrant’s Investment Advisory Agreement states:

Limitations on Liability. The Adviser will exercise its best judgment in rendering its services to the Trust, and the Trust agrees, as an inducement to the Adviser’s undertaking to do so, that the Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, but will be liable only for willful misconduct, bad faith, gross negligence, reckless disregard of its duties or its failure to exercise due care in rendering its services to the Trust as specified in this Agreement.

Registrant’s Investment Sub-Advisory Agreements generally state:

6.    LIABILITY AND INDEMNIFICATION

A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities 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 Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-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, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-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 Adviser or the Trust by the Sub-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 (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered

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by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or 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, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser 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 Adviser or the Trust by the Sub-Adviser Indemnitees.

Section 14 of each of the Registrant’s Distribution Agreements states:

The Trust shall indemnify and hold harmless the Distributor from any and all losses, claims, damages or liabilities (or actions in respect thereof) to which the Distributor may be subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or result from negligent, improper, fraudulent or unauthorized acts or omissions by the Trust or its officers, trustees, agents or representatives, other than acts or omissions caused directly or indirectly by the Distributor.

The Distributor will indemnify and hold harmless the Trust, its officers, trustees, agents and representatives against any losses, claims, damages or liabilities, to which the Trust, its officers, trustees, agents and representatives may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of any material fact contained in the Trust Prospectus and/or SAI or any supplements thereto; (ii) the omission or alleged omission to state any material fact required to be stated in the Trust Prospectus and/or SAI or any supplements thereto or necessary to make the statements therein not misleading; or (iii) other misconduct or negligence of the Distributor in its capacity as a principal underwriter of the Trust’s shares and will reimburse the Trust, its officers, trustees, agents and representatives for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Distributor shall not be liable in any such instance to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Trust Prospectus and/or SAI or any supplement in good faith reliance upon and in conformity with written information furnished by the Preparing Parties specifically for use in the preparation of the Trust Prospectus and/or SAI.

Section 6 of the Registrant’s Amended and Restated Mutual Funds Service Agreement states:

Limitation of Liability and Indemnification. (a) FMG LLC shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from or attributable to willful misfeasance, bad faith or gross negligence on FMG LLC’s part (or on the part of any third party to whom FMG LLC has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party’s) duties or from reckless disregard by FMG LLC (or by such third party) of its obligations and duties under this Agreement (in the case of

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FMG LLC) or under an agreement with FMG LLC (in the case of such third party) or, subject to Section 10 below, FMG LLC’s (or such third party) refusal or failure to comply with the terms of this Agreement (in the case of FMG LLC) or an agreement with FMG LLC (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of FMG LLC) or under an agreement with FMG LLC (in the case of such third party). In no event shall FMG LLC (or such third party) be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if FMG LLC (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action.

(b)    Except to the extent that FMG LLC may be held liable pursuant to Section 6(a) above, FMG LLC shall not be responsible for, and the Trust shall indemnify and hold FMG LLC harmless from and against, any and all losses, damages, costs, reasonable attorneys’ fees and expenses, payments, expenses and liabilities including, but not limited to, those arising out of or attributable to:

(i)    any and all actions of FMG LLC or its officers or agents required to be taken pursuant to this Agreement;

(ii)    the reliance on or use by FMG LLC or its officers or agents of information, records, or documents which are received by FMG LLC or its officers or agents and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust;

(iii)    the Trust’s refusal or failure to comply with the terms of this Agreement or the Trust’s lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance;

(iv)    the breach of any representation or warranty of the Trust hereunder;

(v)    the reliance on or the carrying out by FMG LLC or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust;

(vi)    any delays, inaccuracies, errors in or omissions from information or data provided to FMG LLC by data services, including data services providing information in connection with any third party computer system licensed to FMG LLC, and by any corporate action services, pricing services or securities brokers and dealers;

(vii)    the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement;

(viii)    any failure of the Trust’s registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust’s prospectus;

(ix)    except as provided for in Schedule B.III., the actions taken by the Trust, its Adviser, its investment advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, and

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(x)    all actions, inactions, omissions, or errors caused by third parties to whom FMG LLC or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its Funds, investment advisers, or Trust distributors.

The Trust shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to, lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify FMG LLC pursuant to this Agreement.

Number 12(a)(iv) of the Registrant’s Global Custody Agreement states:

(A) Customer shall indemnify and hold Bank and its directors, officers, agents and employees (collectively the “Indemnitees”) harmless from and against any and all claims, liabilties, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and legal fees (“Losses”) that may be incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which Bank is authorized to rely pursuant to the terms of this Agreement. (B) In addition to and not in limitation of the preceding subparagraph, Customer shall also indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be incurred by, or asserted against, the Indemnitees or any of them in connection with or arising out of Bank’s performance under this Agreement, provided the Indemnitees have not acted with negligence or engaged in willful misconduct. (C) In performing its obligations hereunder, Bank may rely on the genuineness of any document which it reasonably believes in good faith to have been validly executed.

Article VIII of the Registrant’s Participation Agreements states:

8.1(a). AXA Equitable agrees to indemnify and hold harmless the Trust, each member of the Board, the Distributors, and the directors and officers and each person, if any, who controls any such person within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of AXA Equitable), investigation of claims or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust’s shares or the AXA Equitable Contracts or interests in the Accounts and:

(i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus, or Statement of Additional Information for the AXA Equitable Contracts or contained in the AXA Equitable Contracts or sales literature for the AXA Equitable Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to AXA Equitable by or on behalf of the Trust for use in the registration statement, prospectus, or Statement of Additional Information for the AXA Equitable Contracts or in the AXA Equitable Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the AXA Equitable Contracts or Trust shares; or

(ii) arise out of or as a result of statements or representations (other than statements or representations

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contained in the Registration Statement, prospectus or Statement of Additional Information, or sales literature of the Trust not supplied by AXA Equitable or persons under its control) or wrongful conduct of AXA Equitable or persons under its control, with respect to the sale or distribution of the AXA Equitable Contracts or Trust shares; or

(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or Statement of Additional Information, or sales literature of the Trust or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Trust by or on behalf of AXA Equitable; or

(iv) arise as a result of any failure by AXA Equitable to provide the services and furnish the materials required to be provided or furnished by it under the terms of this Agreement; or

(v) arise out of or result from any material breach of any representation and/or warranty made by AXA Equitable in this Agreement or arise out of or result from any other material breach of this Agreement by AXA Equitable;

as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof…

8.2(a). Each of the Distributors agrees to indemnify and hold harmless AXA Equitable, and the Trust and each of their directors and officers and each person, if any, who controls AXA Equitable within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributors), investigation of claims or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust’s shares or the AXA Equitable Contracts or interests in the Accounts and:

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, prospectus or Statement of Additional Information, or sales literature of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributors or Trust by or on behalf of AXA Equitable for use in the Registration Statement, prospectus, or Statement of Additional Information for the Trust, or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the AXA Equitable Contracts or Trust shares; or

(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or Statement of Additional Information, or sales literature for the AXA Equitable Contracts not supplied by the Distributors or persons under their control) or wrongful conduct of the Distributors or persons under their control, with respect to the sale or distribution of the AXA Equitable Contracts or Trust shares; or

(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or Statement of Additional Information or sales literature covering the AXA Equitable Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to AXA Equitable by or on behalf of the Distributors or the Trust; or

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(iv) arise as a result of any failure by the Distributors or the Trust to provide the services and furnish the materials required to be provided or furnished by the Distributors or the Trust under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification or other qualification requirements specified in Article VI of this Agreement); or

(v) arise out of or result from any material breach of any representation and/or warranty made by the Distributors in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributors;

as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof…

8.3(a) The Trust agrees to indemnify and hold harmless AXA Equitable and each of its directors and officers and each person, if any, who controls AXA Equitable within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust), investigation of claims or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Trust and:

(i) arise as a result of any failure by the Trust to provide the services and furnish the materials required to be provided or furnished by it under the terms of this Agreement (including a failure to comply with the diversification and other qualification requirements specified in … this Agreement); or

(ii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust;

as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof…

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Item 16. Exhibits:

(1)(a)(i)	Agreement and Declaration of Trust of Registrant.1
(1)(a)(ii)	Amendment No. 1 to Agreement and Declaration of Trust of Registrant.30
(1)(b)(i)	Certificate of Trust of Registrant. 1
(1)(b)(ii)	Certificate of Amendment to Certificate of Trust of Registrant.30
(2)(a)	By-laws of Registrant. 1
(2)(b)(i)	Second Amended and Restated By-laws of Registrant. 26
(2)(b)(ii)	Amendment No. 1 to Second Amended and Restated By-laws of Registrant. 30
(3)	None.
(4)(a)	Agreement and Plan of Reorganization and Termination between EQ Advisors Trust, on behalf of Multimanager Mid Cap Growth Portfolio, Multimanager Mid Cap Value Portfolio, EQ/MFS Technology II Portfolio, EQ/UBS Growth and Income Portfolio and EQ/Franklin Templeton Allocation Managed Volatility Portfolio, each a segregated portfolio of assets (“series”) thereof, and on behalf of EQ/Janus Enterprise Portfolio, EQ/American Century Mid Cap Value Portfolio, EQ/MFS Technology Portfolio, EQ/Capital Group Research Portfolio (formerly known as EQ/Capital Guardian Research Portfolio), EQ/Aggressive Growth Strategy Portfolio, EQ/Morgan Stanley Small Cap Growth Portfolio, and 1290 VT Small Cap Value Portfolio, each also a series thereof, and EQ Premier VIP Trust (formerly known as AXA Premier VIP Trust), on behalf of CharterSM Small Cap Growth Portfolio and CharterSM Small Cap Value Portfolio, each a series thereof. (filed herewith)
(4)(b)	Agreement and Plan of Reorganization and Termination between EQ Advisors Trust, on behalf of EQ/All Asset Growth Allocation Portfolio (formerly known as All Asset Growth-Alt 20 Portfolio) and 1290 VT SmartBeta Equity Portfolio, each a segregated portfolio of assets (“series”) thereof, and on behalf of EQ/Templeton Global Equity Managed Volatility Portfolio, also a series thereof, and EQ Premier VIP Trust (formerly known as AXA Premier VIP Trust), on behalf of EQ/Conservative Allocation Portfolio, a series thereof, and CharterSM Conservative Portfolio, CharterSM Aggressive Growth Portfolio, CharterSM Growth Portfolio, CharterSM Moderate Growth Portfolio and CharterSM Moderate Portfolio, each also a series thereof. (filed herewith)
(5)	None other than provisions contained in Exhibits (1)(a)(i) and (2)(b)(i)
(6)	Investment Advisory Contracts
(6)(a)(i)	Amended and Restated Investment Advisory Agreement between Registrant and AXA Equitable Funds Management Group, LLC (“FMG LLC”) dated as of May 1, 2020.30
(6)(b)(i)	Investment Sub-Advisory Agreement between FMG LLC and AXA Investment Managers, Inc. (“AXA IM”) dated as of May 1, 2020.30
(6)(c)(i)	Investment Sub-Advisory Agreement between FMG LLC and Brandywine Global Investment Management, LLC (“Brandywine”) dated as of May 1, 2020. 30
(6)(d)(i)	Investment Sub-Advisory Agreement between FMG LLC and Loomis, Sayles  & Company, L.P. (“Loomis Sayles”) dated as of May 1, 2020. 30
(7)	Underwriting Contracts or Distribution Agreements
(7)(a)(i)	Form of Distribution Agreement between Registrant and AXA Distributors, LLC (“AXA Distributors”) dated as of May 1, 2020 with respect to the Class A shares. 30
(7)(b)(i)	Form of Distribution Agreement between Registrant and AXA Distributors dated as of May 1, 2020 with respect to the Class B shares. 30

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(7)(c)(i)	Form of Distribution Agreement between Registrant and AXA Distributors dated as of May 1, 2020 with respect to the Class K shares. 30
(8)	Deferred Compensation Plan. 1
(9)	Custodian Agreements
(9)(a)(i)	Global Custody Agreement between Registrant and JPMorgan Chase Bank (“JPMorgan Chase”) dated as of December 31, 2001. 2
(9)(a)(ii)	Amendment No. 1 dated as of August 1, 2003 to Global Custody Agreement between Registrant and JPMorgan Chase dated as of December  31, 2001.3
(9)(a)(iii)	Amendment No. 2 dated as of May 1, 2006 to Global Custody Agreement between Registrant and JPMorgan Chase dated as of December  31, 2001. 4
(9)(a)(iv)	Amendment No. 3 dated as of April  1, 2007 to Global Custody Agreement between Registrant and JPMorgan Chase dated as of December 31, 2001.7
(9)(a)(v)	Amendment No. 4 dated as of May 25, 2007 to Global Custody Agreement between Registrant and JPMorgan Chase dated as of December  31, 2001.7
(9)(a)(vi)	Amendment No. 5 dated as of July 1, 2008 to Global Custody Agreement between Registrant and JPMorgan Chase dated as of December  31, 2001.7
(9)(a)(vii)	Amendment No. 6 dated as of October  1, 2009 to Global Custody Agreement between Registrant and JPMorgan Chase dated as of December 31, 2001.9
(9)(a)(viii)	Amendment No. 7 dated as of December  1, 2010 to Global Custody Agreement between Registrant and JPMorgan Chase dated as of December 31, 2001.10
(9)(a)(ix)	Amendment No. 8 dated as of July  27, 2011 to Global Custody Agreement between Registrant and JPMorgan Chase dated as of December 31, 2001. 11
(9)(a)(x)	Amendment No. 9 dated as of October  26, 2012 to Global Custody Agreement between Registrant and JPMorgan Chase dated as of December 31, 2001.14
(9)(a)(xi)	Amendment No. 10 dated as of October  21, 2013 to Global Custody Agreement between Registrant and JPMorgan Chase dated as of December 31, 2001.17
(9)(a)(xii)	Amendment No. 11 dated as of April  18, 2014 to Global Custody Agreement between Registrant and JPMorgan Chase dated as of December 31, 2001.19
(9)(a)(xiii)	Amendment No. 12 dated June  13, 2014 to Global Custody Agreement between Registrant and JPMorgan Chase dated as of December 31, 2001. 20
(9)(a)(xiv)	Amendment No. 13 dated December  10, 2014 to Global Custody Agreement between Registrant and JPMorgan Chase dated as of December 31, 2001. 21
(9)(a)(xv)	Amendment No. 14 dated September  26, 2015 to Global Custody Agreement between Registrant and JPMorgan Chase dated as of December 31, 2001. 23
(9)(a)(xvi)	Form of Amendment No. 15 dated May 1, 2020 to Global Custody Agreement between Registrant and JPMorgan Chase dated as of December 31, 2001. 30
(10)	Distribution Plan and Multiple Share Class Plan
(10)(a)(i)	Amended and Restated Distribution Plan with respect to Class B shares of the Registrant. 11
(10)(b)(i)	Shareholder Services and Distribution Plan with respect to Class A shares of the Registrant.13
(10)(c)(i)	Amended and Restated Plan Pursuant to Rule 18f-3 under the Investment Company Act of 1940. 11
(11)	Opinion and Consent of Counsel regarding the legality of the securities being registered. 29
(12)	Not Applicable.

9

(13)	Other Material Contracts
(13)(a)(i)	Mutual Funds Service Agreement between Registrant and FMG LLC dated as of May 1, 2020. 30
(13)(b)(i)	Fund Sub-Services Agreement between FMG LLC and JPMorgan Chase dated as of April 1, 2015.22
(13)(c)(i)	Expense Limitation Agreement between Registrant and FMG LLC dated as of May 1, 2020. 30
(13)(d)(i)	Amended and Restated Participation Agreement among Registrant, AXA Equitable Life Insurance Company (“AXA Equitable”), FMG LLC and AXA Distributors dated as of May 23, 2012. 16
(13)(d)(ii)	Amendment No. 1 dated as of October  21, 2013 to the Amended and Restated Participation Agreement among Registrant, AXA Equitable, FMG LLC and AXA Distributors dated as of May 23, 2012.17
(13)(d)(iii)	Amendment No. 2 dated as of April  18, 2014 to the Amended and Restated Participation Agreement among Registrant, AXA Equitable, FMG LLC and AXA Distributors dated as of May 23, 2012. 20

10

(13)(d)(iv)	Amendment No. 3 dated as of July  8, 2014 to the Amended and Restated Participation Agreement among Registrant, AXA Equitable, FMG LLC and AXA Distributors dated as of May 23, 2012. 20
(13)(d)(v)	Amendment No. 4 dated as of December  10, 2014 to the Amended and Restated Participation Agreement among Registrant, AXA Equitable, FMG LLC and AXA Distributors dated as of May 23, 2012. 20
(13)(d)(vi)	Amendment No. 5 dated as of September  26, 2015 to the Amended and Restated Participation Agreement among Registrant, AXA Equitable, FMG LLC and AXA Distributors dated as of May 23, 2012. 23
(13)(e)(i)	Participation Agreement among Registrant, American General Life Insurance Company (“American General”), AXA Advisors and AXA Distributors dated as of August 15, 2003.3
(13)(e)(ii)	Amendment No. 1 dated as of April  1, 2015 to the Participation Agreement among Registrant, American General and AXA Distributors dated as of August 15, 2003. 23
(13)(f)(i)	Participation Agreement among Registrant, MONY Life Insurance Company (“MONY”), AXA Advisors and AXA Distributors dated as of February 2006. 7
(13)(f)(ii)	Participation Agreement among Registrant, MONY and AXA Distributors dated as of October 1, 2013. 18
(13)(f)(iii)	Amendment No. 1 dated as of April  18, 2014 to the Participation Agreement among Registrant, MONY and AXA Distributors dated as of October 1, 2013. 20
(13)(f)(iv)	Amendment No. 2 dated as of July  8, 2014 to the Participation Agreement among Registrant, MONY and AXA Distributors dated as of October 1, 2013. 20
(13)(f)(v)	Amendment No. 3 dated as of September  26, 2015 to the Participation Agreement among Registrant, MONY and AXA Distributors dated as of October 1, 2013. 23
(13)(f)(vi)	Amendment No. 4 dated as of July  19, 2018 to the Participation Agreement among Registrant, MONY and AXA Distributors dated as of October 1, 2013.27
(13)(g)(i)	Participation Agreement among Registrant, MONY Life Insurance Company of America (“MLOA”), AXA Advisors and AXA Distributors dated as of August 1, 2006.7
(13)(g)(ii)	Amended and Restated Participation Agreement among Registrant, MLOA and AXA Distributors dated as of May 23, 2012.17
(13)(g)(iii)	Amendment No. 1 dated as of October  21, 2013 to Amended and Restated Participation Agreement among Registrant, MLOA and AXA Distributors dated as of May 23, 2012.17
(13)(g)(iv)	Amendment No. 2 dated as of November  1, 2013 to Amended and Restated Participation Agreement among Registrant, MLOA and AXA Distributors dated as of May 23, 2012. 18
(13)(g)(v)	Amendment No. 3 dated as of April  18, 2014 to Amended and Restated Participation Agreement among Registrant, MLOA and AXA Distributors dated as of May 23, 2012. 20
(13)(g)(vi)	Amendment No. 4 dated as of July  8, 2014 to Amended and Restated Participation Agreement among Registrant, MLOA and AXA Distributors dated as of May 23, 2012. 20
(13)(g)(vii)	Amendment No. 5 dated as of September 26, 2015 to Amended and Restated

11

	Participation Agreement among Registrant, MLOA and AXA Distributors dated as of May 23, 2012. 23
(14)	Consent of Independent Registered Public Accounting Firm. 29
(15)	Not Applicable.
(16)	Powers of Attorney. 29
(17)	Forms of Voting Instruction and Proxy Cards. 29

¹  Incorporated herein by reference to and/or previously filed with Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A filed on December 10, 2001 (File No. 333-70754).

² Incorporated herein by reference to Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A filed on April 15, 2002 (File No. 333-70754).

³ Incorporated herein by reference to Post-Effective Amendment No. 6 to Registrant’s Registration Statement on Form N-1A filed on February 25, 2004 (File No. 333-70754).

⁴ Incorporated herein by reference to Post-Effective Amendment No. 16 to Registrant’s Registration Statement on Form N-1A filed on June 1, 2006 (File No. 333-70754).

⁷ Incorporated herein by reference to Post-Effective Amendment No. 22 to Registrant’s Registration Statement on Form N-1A filed on February 2, 2009 (File No. 333-70754).

⁹ Incorporated herein by reference to Post-Effective Amendment No. 25 to Registrant’s Registration Statement on Form N-1A filed on January 21, 2010 (File No. 333-70754).

¹⁰  Incorporated herein by reference to Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A filed on February 2, 2011 (File No. 333-70754).

¹¹  Incorporated herein by reference to Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A filed on August 16, 2011 (File No. 333-70754).

12

¹³  Incorporated herein by reference to Post-Effective Amendment No. 38 to Registrant’s Registration Statement on Form N-1A filed on April 25, 2012 (File No. 333-70754).

¹⁴  Incorporated herein by reference to Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A filed on February 6, 2013 (File No. 333-70754).

^16.  Incorporated herein by reference to Post-Effective Amendment No. 44 to Registrant’s Registration Statement on Form N-1A filed on July 22, 2013 (File No. 333-70754).

^17.  Incorporated herein by reference to Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A filed on October 2, 2013 (File No. 333-70754).

^18.  Incorporated herein by reference to Post-Effective Amendment No. 46 to Registrant’s Registration Statement on Form N-1A filed on February 11, 2014 (File No. 333-70754).

^19.  Incorporated herein by reference to Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on April 30, 2014 (File No. 333-70754).

^20.  Incorporated herein by reference to Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A filed on January 12, 2015 (File No. 333-70754).

^21.  Incorporated herein by reference to Post-Effective Amendment No. 52 to Registrant’s Registration Statement on Form N-1A filed on April 24, 2015 (File No. 333-70754).

^22.  Incorporated herein by reference to Registrant’s Registration Statement on Form N-14 filed on June 20, 2015 (File No. 333-205385).

^23.  Incorporated herein by reference to Post-Effective Amendment No. 54 to Registrant’s Registration Statement on Form N-1A filed on April 26, 2016 (File No. 333-70754).

^24. Incorporated herein by reference to Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on January 31, 2017 (File No. 333-70754).

^25.  Incorporated herein by reference to Post-Effective Amendment No. 58 to Registrant’s Registration Statement on Form N-1A filed on April 28, 2017 (File No. 333-70754).

^26.  Incorporated herein by reference to Post-Effective Amendment No. 60 to Registrant’s Registration Statement on Form N-1A filed on April 27, 2018 (File No. 333-70754).

²⁷  Incorporated herein by reference to Post Effective Amendment No. 62 to Registrant’s Registration Statement on Form N-1A filed on April 26, 2019 (File No. 333-70754)

²⁸  Incorporated herein by reference to Post-Effective Amendment No. 64 to Registrant’s Registration Statement on Form N-1A filed on February 7, 2020 (File No. 333-70754).

²⁹  Incorporated herein by reference to Registrant’s Registration Statement on Form N-14 filed on February 26, 2020 (File No. 333-236643).

³⁰ Incorporated herein by reference to Post-Effective Amendment No. 66 to Registrant’s Registration Statement on Form N-1A filed on April 28, 2020 (File No. 333-70754).

13

Item 17. Undertakings

(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933 (17 CFR 230.145(c)), the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Registrant certifies that this Post-Effective Amendment No. 2 to its Registration Statement on Form N-14 (“Post-Effective Amendment”) meets all of the requirements for effectiveness under Rule 485(b) under the 1933 Act and that the Registrant has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and the State of New York on the 16th day of June, 2020.

EQ PREMIER VIP TRUST
By:	/s/ Steven M. Joenk*
	Steven M. Joenk
	Trustee, President and Chief Executive Officer

Pursuant to the requirements of the 1933 Act, this Post-Effective Amendment has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Steven M. Joenk* Steven M. Joenk	Trustee, President and Chief Executive Officer	June 16, 2020
/s/ Christopher P. A. Komisarjevsky* Christopher P.A. Komisarjevsky	Trustee	June 16, 2020
/s/ Gary S. Schpero* Gary S. Schpero	Trustee	June 16, 2020
/s/ Caroline L. Williams* Caroline L. Williams	Trustee	June 16, 2020
/s/ Donald E. Foley* Donald E. Foley	Trustee	June 16, 2020
/s/ H. Thomas McMeekin* H. Thomas McMeekin	Trustee	June 16, 2020
/s/ Thomas W. Brock* Thomas W. Brock	Trustee	June 16, 2020
/s/ Mark A. Barnard* Mark A. Barnard	Trustee	June 16, 2020

/s/ Gloria D. Reeg* Gloria D. Reeg	Trustee	June 16, 2020
/s/ Michael Clement* Michael Clement	Trustee	June 16, 2020
/s/ Kathleen Stephansen* Kathleen Stephansen	Trustee	June 16, 2020
/s/ Brian Walsh* Brian Walsh	Treasurer and Chief Financial Officer	June 16, 2020

* By:	/s/ William T. MacGregor
	William T. MacGregor
	(Attorney-in-Fact)