UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number 811-10509

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)

PATRICIA LOUIE, ESQ.

Vice President and Associate General Counsel

AXA Equitable Life Insurance Company

1290 Avenue of the Americas

New York, New York 10104

(Name and Address of Agent for Service)

Copies to:

MARK AMOROSI, ESQ.

K&L Gates LLP

1601 K Street., N.W.

Washington, D.C. 20006

Telephone: (202) 778-9000

Registrant’s telephone number, including area code: (212) 554-1234

Date of fiscal year end: December 31

Date of reporting period: January 1, 2008 - December 31, 2008

Item 1. Reports to Stockholders.

The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).

AXA Premier VIP Trust

2008 Annual Report

This report is certified under the Sarbanes-Oxley Act of 2002, which requires that public companies, including mutual funds, affirm that the information provided in their annual and semi-annual shareholder reports fully and fairly represents their financial position.

AXA Premier VIP Trust Annual Report

December 31, 2008

Table of Contents

Notes on Performance (Unaudited)	2
Portfolio Results and Commentary (Unaudited)
AXA Allocation Portfolios
AXA Conservative Allocation	4
AXA Conservative-Plus Allocation	6
AXA Moderate Allocation	8
AXA Moderate-Plus Allocation	10
AXA Aggressive Allocation	12
Multimanager Portfolios
Multimanager Aggressive Equity	14
Multimanager Core Bond	16
Multimanager Health Care	18
Multimanager High Yield	20
Multimanager International Equity	22
Multimanager Large Cap Core Equity	24
Multimanager Large Cap Growth	26
Multimanager Large Cap Value	28
Multimanager Mid Cap Growth	30
Multimanager Mid Cap Value	32
Multimanager Small Cap Growth	34
Multimanager Small Cap Value	36
Multimanager Technology	38
Target Allocation Portfolios
Target 2015 Allocation	40
Target 2025 Allocation	42
Target 2035 Allocation	44
Target 2045 Allocation	46
Portfolio of Investments	48
Financial Statements	161
Notes to Financial Statements	222
Report of Independent Registered Public Accounting Firm	242
Approvals of Investment Advisory Agreements (Unaudited)	243
Federal Income Tax Information (Unaudited)	269
Management of the Trust (Unaudited)	270
Proxy Voting Policies and Procedures (Unaudited)	274

 NOTES ON PERFORMANCE

Total Returns

Performance of the AXA Premier VIP Trust Portfolios as shown on the following pages compares each Portfolio’s performance to that of a broad-based securities index. Each of the Portfolio’s annualized rates of return is net of investment management fees and expenses of the Portfolio. Rates of return are not representative of the actual return you would receive under your variable life insurance policy or annuity contract. No policyholder or contract holder can invest directly in the AXA Premier VIP Trust Portfolios. Changes in policy values depend not only on the investment performance of the AXA Premier VIP Trust Portfolios, but also on the insurance and administrative charges, applicable sales charges, and the mortality and expense risk charge applicable under a policy. These policy charges effectively reduce the dollar amount of any net gains and increase the dollar amount of any net losses.

Each of the AXA Premier VIP Trust Portfolios has a separate investment objective it seeks to achieve by following a separate investment policy. There is no guarantee that these objectives will be attained. The objectives and policies of each Portfolio will affect its return and its risk. Keep in mind that past performance is not an indication of future results.

Growth of $10,000 Investment

The charts shown on the following pages illustrate the total value of an assumed investment in both Class A and Class B shares of each Portfolio of the AXA Premier VIP Trust. The periods illustrated are from December 31, 1998 (or from the inception dates shown) through December 31, 2008. These results assume reinvestment of dividends and capital gains. The total value shown for each Portfolio reflects management fees and operating expenses of the Portfolios and 12b-1 fees which are applicable only to Class B shares. They have not been adjusted for insurance-related charges and expenses associated with life insurance policies or annuity contracts, which would lower the total values shown. Results should not be considered representative of future gains or losses.

The Benchmarks

Broad-based securities indices are unmanaged and are not subject to fees and expenses typically associated with actively-managed funds. Investment cannot be made directly in a broad-based securities index. Comparisons with these benchmarks, therefore, are of limited use. They are included because they are widely known and may help you to understand the universe of securities from which each Portfolio is likely to select its holdings.

Conservative Allocation Index (time-weighted)

Conservative Allocation Index (time-weighted) is a hypothetical combination of unmanaged indices. The composite index is made up of 80% Barclays Capital Aggregate Bond Index and 20% S&P 500 Index from the inception of the AXA Conservative Allocation Fund (7/31/03) to 5/31/06, and 80% Barclays Capital Aggregate Bond Index, 15% S&P 500 Index and 5% Morgan Stanley Capital International EAFE Index, thereafter.

Conservative-Plus Allocation Index (time-weighted)

Conservative-Plus Allocation Index (time-weighted) is a hypothetical combination of unmanaged indices. The composite index is made up of 60% Barclays Capital Aggregate Bond Index and 40% S&P 500 Index from the inception of the AXA Conservative-Plus Allocation Fund (7/31/03) to 5/31/06, and 60% Barclays Capital Aggregate Bond Index, 30% S&P 500 Index and 10% Morgan Stanley Capital International EAFE Index, thereafter.

Moderate Allocation Index (time-weighted)

Moderate Allocation Index (time-weighted) is a hypothetical combination of unmanaged indices. The composite index is made up of 50% Barclays Capital Aggregate Bond Index and 50% S&P 500 Index from the inception of the AXA Moderate Allocation Fund (1/27/86) to 6/30/06, and 50% Barclays Capital Aggregate Bond Index, 35% S&P 500 Index and 15% Morgan Stanley Capital International EAFE Index, thereafter.

Moderate-Plus Allocation Index (time-weighted)

Moderate-Plus Allocation Index (time-weighted) is a hypothetical combination of unmanaged indices. The composite index is made up of 25% Barclays Capital Aggregate Bond Index, 60% S&P 500 Index and 15% Morgan Stanley Capital International EAFE from the inception of the AXA Moderate-Plus Allocation Fund (7/31/03) to 8/31/05, and 30% Barclays

Capital Aggregate Bond Index, 50% S&P 500 Index and 20% Morgan Stanley Capital International EAFE Index, thereafter.

Aggressive Allocation Index (time-weighted)

Aggressive Allocation Index (time-weighted) is a hypothetical combination of unmanaged indices. The composite index is made up of 10% Barclays Capital Aggregate Bond Index, 75% S&P 500 Index and 15% Morgan Stanley Capital International EAFE Index from the inception of the AXA Aggressive Allocation Fund (7/31/03) to 6/30/05, and 10% Barclays Capital Aggregate Bond Index, 65% S&P 500 Index and 25% Morgan Stanley Capital International EAFE Index, thereafter.

Barclays Capital Aggregate Bond Index

An unmanaged index considered representative of the U.S. investment-grade fixed-rate bond market. Includes government and credit securities, agency mortgage pass through securities, asset-backed securities, and commercial mortgage-backed securities.

Merrill Lynch U.S. High Yield Master Cash Pay Only Index

Measures the performance of below investment grade U.S. dollar-denominated corporate bonds publicly issued in the U.S. domestic market.

Morgan Stanley Capital International (MSCI) EAFE Index

An unmanaged index considered representative of the market structure of the developed equity markets in Europe, Australasia and the Far East.

Russell 1000® Index

An unmanaged index of common stocks that measures the performance of the 1,000 largest companies in the Russell 3000 Index, representing approximately 92% of the total market capitalization of the Russell 3000 Index.

Russell 1000® Growth Index

An unmanaged index which contains those Russell 1000 securities (1,000 largest securities in the Russell 3000 Index) with a greater-than-average growth orientation. Securities in this index tend to exhibit higher price-to-book and price-to-earnings ratios, lower dividend yields and higher forecasted growth values than the value universe.

Russell 1000® Value Index

An unmanaged index which contains those Russell 1000 securities (1,000 largest securities in the Russell 3000 Index) with a less-than-average growth orientation. It represents the universe of stocks from which value managers typically select. Securities in this index tend to exhibit lower price-to-book and price-to-earnings ratios, higher dividend yields and lower forecasted growth values than the growth universe.

Russell 1000® Technology Index

An unmanaged index which contains those Russell 1000 securities (1,000 largest securities in the Russell 3000 Index) that are deemed technology companies by the Russell sector classification scheme.

Russell 1000® Health Care Index

An unmanaged index which contains those Russell 1000 securities (1,000 largest securities in the Russell 3000 Index) that are deemed Health Care companies by the Russell sector classification scheme.

Russell 2000 Growth Index

An unmanaged index which measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values.

Russell 2000® Value Index

An unmanaged index which measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values.

Russell 2500™ Growth Index

An unmanaged index which contains those Russell 2500 securities (the bottom 500 securities in the Russell 1000 Index and all 2,000 securities in the Russell 2000 Index) with a greater-than-average growth orientation. Securities in this index tend to exhibit higher price-to-book and price-earnings ratios, lower dividend yields and higher forecasted growth values than the value universe.

2

 NOTES ON PERFORMANCE (Concluded)

Russell 2500™ Value Index

An unmanaged index which contains those Russell 2500 securities (the bottom 500 securities in the Russell 1000 Index and all 2,000 securities in the Russell 2000 Index) with a less-than-average growth orientation. Securities in this index tend to exhibit lower price-to-book and price-earnings ratios, higher dividend yields and lower forecasted growth values than the growth universe.

Russell 3000® Growth Index

An unmanaged index that measures the performance of those companies in the Russell 3000 Index with higher price-to-book ratios and higher forecasted growth values.

Standard & Poor’s (S&P) 500 Index

An unmanaged index which contains 500 of the largest U.S. industrial, transportation, utility and financial companies deemed by Standard and Poor’s to be representative of the larger capitalization portion of the U.S. stock market.

Target 2015 Allocation Index, Target 2025 Allocation Index, Target 2035 Allocation Index, & Target 2045 Allocation Index

The composition of each benchmark adjusts on a quarterly basis to reflect the changes in the portfolio’s asset allocation. They are derived by applying the portfolios’ target allocations over time to the combination of the following benchmarks: the S&P 500 Index for U.S. stocks, the Morgan Stanley Capital International EAFE Index for non-U.S. stocks and the Barclays Capital U.S. Aggregate Index for bonds.

3

 AXA CONSERVATIVE ALLOCATION PORTFOLIO

PERFORMANCE RESULTS

Annualized Total Returns as of 12/31/08
		1 Year		5 Years		Since Inception*
Portfolio - A Shares		(10.79	)%	1.96	%	2.89	%
Portfolio - B Shares		(11.02	)	1.70		2.62
Conservative Allocation Index (time-weighted)		(5.00	)	3.37		4.14
*	Date of inception 7/31/03
Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned (10.79)% for the year ended December 31, 2008. The Portfolio’s benchmark, the Conservative Allocation Index (time-weighted), returned (5.00)% over the same period.

Portfolio Adviser

A team of professionals within the AXA Funds Management Group, a unit of AXA Equitable Life Insurance Company, determines the strategic asset class and underlying fund allocations for the Portfolio. The team is also responsible for the ongoing evaluation and selection of underlying funds and monitoring the overall investment process and performance for the Portfolio.

Portfolio Highlights

U.S. equity markets experienced their worst-performing year since the 1930s, as all sectors of global stock markets finished the year with sizeable declines. The declines accelerated in the fourth quarter of the year, following credit market turmoil that peaked in September with the government bailouts of AIG, Fannie Mae and Freddie Mac and the demise of Lehman Brothers.

The bond market experienced a historic flight to U.S. Treasury bonds, driving yields down across the Treasury yield curve. By year-end, 10-year Treasuries were yielding 2.2%, the lowest in more than a half century. However, high-yield bonds suffered from the flight to quality and their yields increased and prices declined. The “credit spreads” between Treasuries and high-yield bonds of comparable maturity reached record levels.

• As of December 31, 2008, the Portfolio was invested in 22 underlying EQ Advisors Trust and AXA Premier VIP Portfolios.

• The Portfolio’s fixed income allocation consisted of investment grade bonds (69.3%), international bonds (6.3%), and high yield bonds (5.1%).

• The Portfolio’s equity allocation consisted of large cap growth stocks (4.8%), large cap value stocks (5.4%), international stocks (4.6%) and small and mid cap stocks (4.5%).

Since this Portfolio invests directly in underlying Portfolios, all risks associated with the eligible underlying Portfolios apply to the Portfolio. Investing in the AXA Allocation Portfolios will involve a higher overall cost than if you were to invest directly in their underlying Portfolios.

4

 AXA CONSERVATIVE ALLOCATION PORTFOLIO

Portfolio Allocation (as a percentage of Total Investment Companies) As of December 31, 2008
EQ/Money Market Portfolio	22.3%
EQ/Short Duration Bond Portfolio	15.3
Multimanager Core Bond Portfolio	11.6
EQ/Long Term Bond Portfolio	10.3
EQ/PIMCO Real Return Portfolio	7.7
EQ/Evergreen International Bond Portfolio	6.7
Multimanager High Yield Portfolio	4.7
EQ/Large Cap Growth PLUS Portfolio	4.2
EQ/BlackRock Basic Value Equity Portfolio	2.8
EQ/Large Cap Core PLUS Portfolio	2.3
Multimanager Large Cap Value Portfolio	1.9
Multimanager Large Cap Core Equity Portfolio	1.7
EQ/Quality Bond PLUS Portfolio	1.6
EQ/International Core PLUS Portfolio	1.4
Multimanager International Equity Portfolio	1.4
EQ/Davis New York Venture Portfolio	1.3
EQ/Boston Advisors Equity Portfolio	0.8
Multimanager Mid Cap Value Portfolio	0.8
EQ/BlackRock International Value Portfolio	0.6
EQ/Large Cap Value PLUS Portfolio	0.3
EQ/Van Kampen Emerging Markets Equity Portfolio	0.3
EQ/Marsico Focus Portfolio	0.0#
#      Less Than 0.1%

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1)transaction costs, including applicable sales charges and redemption fees; and (2)ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

	Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08 - 12/31/08
Class A
Actual	$	1,000.00	$	908.00	$	0.48
Hypothetical (5% average annual return before expenses)		1,000.00		1,024.63		0.51
Class B
Actual		1,000.00		906.40		1.68
Hypothetical (5% average annual return before expenses)		1,000.00		1,023.38		1.78

* Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 0.10% and 0.35%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

5

 AXA CONSERVATIVE-PLUS ALLOCATION PORTFOLIO

PERFORMANCE RESULTS

Annualized Total Returns as of 12/31/08
		1 Year		5 Years		Since Inception*
Portfolio - A Shares		(19.24	)%	0.80	%	2.19	%
Portfolio - B Shares		(19.45	)	0.55		1.93
Conservative-Plus Allocation Index (time-weighted)		(14.46	)	2.03		3.23
*	Date of inception 7/31/03
Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned (19.24)% for the year ended December 31, 2008. The Portfolio’s benchmark, the Conservative-Plus Allocation Index (time-weighted), returned (14.46)% over the same period.

Portfolio Adviser

A team of professionals within the AXA Funds Management Group, a unit of AXA Equitable Life Insurance Company, determines the strategic asset class and underlying fund allocations for the Portfolio. The team is also responsible for the ongoing evaluation and selection of underlying funds and monitoring the overall investment process and performance for the Portfolio.

Portfolio Highlights

For the year ended December 31, 2008

U.S. equity markets experienced their worst-performing year since the 1930s, as all sectors of global stock markets finished the year with sizeable declines. The declines accelerated in the fourth quarter of the year, following credit market turmoil that peaked in September with the government bailouts of AIG, Fannie Mae and Freddie Mac and the demise of Lehman Brothers.

The bond market experienced a historic flight to U.S. Treasury bonds, driving yields down across the Treasury yield curve. By year-end, 10-year Treasuries were yielding 2.2%, the lowest in more than a half century. However, high-yield bonds suffered from the flight to quality and their yields increased and prices declined. The “credit spreads” between Treasuries and high-yield bonds of comparable maturity reached record levels.

• As of December 31, 2008, the Portfolio was invested in 27 underlying EQ Advisors Trust and AXA Premier VIP Portfolios.

• The Portfolio’s fixed income allocation consisted of investment grade bonds (51.7%), international bonds (5.6%), and high yield bonds (4.3%).

• The Portfolio’s equity allocation consisted of large cap growth stocks (8.3%), large cap value stocks (9.8%), international stocks (9.5%) and small and mid cap stocks (10.8%).

Since this Portfolio invests directly in underlying Portfolios, all risks associated with the eligible underlying Portfolios apply to the Portfolio. Investing in the AXA Allocation Portfolios will involve a higher overall cost than if you were to invest directly in their underlying Portfolios.

6

 AXA CONSERVATIVE-PLUS ALLOCATION PORTFOLIO

Portfolio Allocation (as a percentage of Total Investment Companies) As of December 31, 2008
EQ/Money Market Portfolio	17.3%
EQ/Short Duration Bond Portfolio	9.3
Multimanager Core Bond Portfolio	8.7
EQ/Long Term Bond Portfolio	7.1
EQ/Large Cap Growth PLUS Portfolio	6.9
EQ/PIMCO Real Return Portfolio	6.1
EQ/BlackRock Basic Value Equity Portfolio	5.4
EQ/Evergreen International Bond Portfolio	5.0
Multimanager International Equity Portfolio	3.9
Multimanager High Yield Portfolio	3.8
Multimanager Large Cap Value Portfolio	3.7
EQ/International Core PLUS Portfolio	3.7
EQ/Large Cap Core PLUS Portfolio	3.7
EQ/Davis New York Venture Portfolio	2.2
Multimanager Large Cap Core Equity Portfolio	2.2
EQ/Boston Advisors Equity Portfolio	2.1
EQ/Quality Bond PLUS Portfolio	1.8
EQ/BlackRock International Value Portfolio	1.4
EQ/GAMCO Small Company Value Portfolio	1.3
EQ/Franklin Small Cap Value Portfolio	1.2
Multimanager Mid Cap Value Portfolio	0.9
EQ/Van Kampen Emerging Markets Equity Portfolio	0.7
EQ/Large Cap Value PLUS Portfolio	0.4
Multimanager Mid Cap Growth Portfolio	0.4
EQ/Small Company Index Portfolio	0.4
Multimanager Small Cap Value Portfolio	0.3
EQ/Marsico Focus Portfolio	0.1

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1)transaction costs, including applicable sales charges and redemption fees; and (2)ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

	Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08 - 12/31/08
Class A
Actual	$	1,000.00	$	843.30	$	0.46
Hypothetical (5% average annual return before expenses)		1,000.00		1,024.63		0.51
Class B
Actual		1,000.00		841.90		1.62
Hypothetical (5% average annual return before expenses)		1,000.00		1,023.38		1.78

* Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 0.10% and 0.35%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

7

 AXA MODERATE ALLOCATION PORTFOLIO

PERFORMANCE RESULTS

Annualized Total Returns as of 12/31/08
		1 Year		5 Years		10 Years		Since Incept.*
Portfolio – A Shares		(24.29	)%	0.43	%	1.99	%	7.91	%
Portfolio – B Shares**		(24.46	)	0.19		1.74		7.65
Moderate Allocation Index (time-weighted)		(19.11	)	1.33		2.36		8.63
*	Date of inception 1/27/86
**	Investment operations commenced with respect to Class B shares on July 8, 1998. Returns shown for Class B shares prior to this period are derived from the historical performance of Class A shares adjusted to reflect the 12b-1 fees, applicable to Class B shares; Class A shares are not subject to any 12b-1 fees.
Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

On August 15, 2003, the EQ/Balanced Portfolio was reorganized into the AXA Moderate Allocation Portfolio. Prior to that date, the predecessor fund invested directly in securities, rather than pursuing a “Fund of Funds” investment approach.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned (24.29)% for the year ended December 31, 2008. The Portfolio’s benchmark, the Moderate Allocation Index (time-weighted), returned (19.11)% over the same period.

Portfolio Adviser

A team of professionals within the AXA Funds Management Group, a unit of AXA Equitable Life Insurance Company, determines the strategic asset class and underlying fund allocations for the Portfolio. The team is also responsible for the ongoing evaluation and selection of underlying funds and monitoring the overall investment process and performance for the Portfolio.

Portfolio Highlights

For the year ended December 31, 2008

U.S. equity markets experienced their worst-performing year since the 1930s, as all sectors of global stock markets finished the year with sizeable declines. The declines accelerated in the fourth quarter of the year, following credit market turmoil that peaked in September with the government bailouts of AIG, Fannie Mae and Freddie Mac and the demise of Lehman Brothers.

The bond market experienced a historic flight to U.S. Treasury bonds, driving yields down across the Treasury yield curve. By year-end, 10-year Treasuries were yielding 2.2%, the lowest in more than a half century. However, high-yield bonds suffered from the flight to quality and their yields increased and prices declined. The “credit spreads” between Treasuries and high-yield bonds of comparable maturity reached record levels.

• As of December 31, 2008, the Portfolio was invested in 28 underlying EQ Advisors Trust and AXA Premier VIP Portfolios.

• The Portfolio’s fixed income allocation consisted of investment grade bonds (42.2%), international bonds (4.9%), and high yield bonds (4.5%).

• The Portfolio’s equity allocation consisted of large cap growth stocks (9.6%), large cap value stocks (11.7%), international stocks (13.4%) and small and mid cap stocks (13.7%).

Since this Portfolio invests directly in underlying Portfolios, all risks associated with the eligible underlying Portfolios apply to the Portfolio. Investing in the AXA Allocation Portfolios will involve a higher overall cost than if you were to invest directly in their underlying Portfolios.

8

 AXA MODERATE ALLOCATION PORTFOLIO

Portfolio Allocation (as a percentage of Total Investment Companies) As of December 31, 2008
Multimanager Core Bond Portfolio	11.4%
EQ/Large Cap Growth PLUS Portfolio	8.4
EQ/Short Duration Bond Portfolio	8.0
EQ/BlackRock Basic Value Equity Portfolio	7.2
EQ/Quality Bond PLUS Portfolio	6.1
EQ/Long Term Bond Portfolio	5.6
Multimanager International Equity Portfolio	5.4
EQ/PIMCO Real Return Portfolio	5.2
EQ/Money Market Portfolio	5.1
EQ/Large Cap Core PLUS Portfolio	4.8
EQ/International PLUS Portfolio	4.7
EQ/Evergreen International Bond Portfolio	3.8
Multimanager Large Cap Value Portfolio	3.6
Multimanager High Yield Portfolio	3.6
EQ/Davis New York Venture Portfolio	2.3
Multimanager Large Cap Core Equity Portfolio	2.3
EQ/BlackRock International Value Portfolio	1.7
EQ/GAMCO Small Company Value Portfolio	1.7
EQ/Boston Advisors Equity Portfolio	1.4
Multimanager Mid Cap Value Portfolio	1.3
Multimanager Small Cap Growth Portfolio	1.2
EQ/Small Company Index Portfolio	1.1
EQ/Franklin Small Cap Value Portfolio	1.1
EQ/Van Kampen Emerging Markets Equity Portfolio	1.0
EQ/Large Cap Value PLUS Portfolio	0.9
Multimanager Mid Cap Growth Portfolio	0.6
Multimanager Small Cap Value Portfolio	0.4
EQ/Marsico Focus Portfolio	0.1

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1)transaction costs, including applicable sales charges and redemption fees; and (2)ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

	Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08 - 12/31/08
Class A
Actual	$	1,000.00	$	805.10	$	0.45
Hypothetical (5% average annual return before expenses)		1,000.00		1,024.63		0.51
Class B
Actual		1,000.00		804.60		1.59
Hypothetical (5% average annual return before expenses)		1,000.00		1,023.38		1.78

* Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 0.10% and 0.35%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

9

 AXA MODERATE-PLUS ALLOCATION PORTFOLIO

PERFORMANCE RESULTS

Annualized Total Returns as of 12/31/08
		1 Year		5 Years		Since Inception*
Portfolio - A Shares		(31.63	)%	0.05	%	2.27	%
Portfolio - B Shares		(31.81	)	(0.20	)	2.01
Moderate-Plus Allocation Index (time-weighted)		(27.46	)	0.79		2.90
*	Date of inception 7/31/03
Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned (31.63)% for the year ended December 31, 2008. The Portfolio’s benchmark, the Moderate-Plus Allocation Index (time-weighted), returned (27.46)% over the same period.

Portfolio Adviser

A team of professionals within the AXA Funds Management Group, a unit of AXA Equitable Life Insurance Company, determines the strategic asset class and underlying fund allocations for the Portfolio. The team is also responsible for the ongoing evaluation and selection of underlying funds and monitoring the overall investment process and performance for the Portfolio.

Portfolio Highlights

For the year ended December 31, 2008

U.S. equity markets experienced their worst-performing year since the 1930s, as all sectors of global stock markets finished the year with sizeable declines. The declines accelerated in the fourth quarter of the year, following credit market turmoil that peaked in September with the government bailouts of AIG, Fannie Mae and Freddie Mac and the demise of Lehman Brothers.

The bond market experienced a historic flight to U.S. Treasury bonds, driving yields down across the Treasury yield curve. By year-end, 10-year Treasuries were yielding 2.2%, the lowest in more than a half century. However, high-yield bonds suffered from the flight to quality and their yields increased and prices declined. The “credit spreads” between Treasuries and high-yield bonds of comparable maturity reached record levels.

• As of December 31, 2008, the Portfolio was invested in 26 underlying EQ Advisors Trust and AXA Premier VIP Portfolios.

• The Portfolio’s fixed income allocation consisted of investment grade bonds (31.3%).

• The Portfolio’s equity allocation consisted of large cap growth stocks (13.3%), large cap value stocks (16.4%), international stocks (19.4%) and small and mid cap stocks (19.6%).

Since this Portfolio invests directly in underlying Portfolios, all risks associated with the eligible underlying Portfolios apply to the Portfolio. Investing in the AXA Allocation Portfolios will involve a higher overall cost than if you were to invest directly in their underlying Portfolios.

10

 AXA MODERATE-PLUS ALLOCATION PORTFOLIO

Portfolio Allocation (as a percentage of Total Investment Companies) As of December 31, 2008
EQ/Large Cap Growth PLUS Portfolio	11.8%
Multimanager Core Bond Portfolio	11.4
EQ/BlackRock Basic Value Equity	9.7
Multimanager International Equity Portfolio	7.5
EQ/International Core PLUS Portfolio	6.4
EQ/Short Duration Bond Portfolio	6.0
Multimanager Large Cap Value Portfolio	5.9
EQ/Large Cap Core PLUS Portfolio	5.5
EQ/Long Term Bond Portfolio	4.5
Multimanager Large Cap Core Equity Portfolio	4.1
EQ/BlackRock International Value Portfolio	3.7
EQ/Davis New York Venture Portfolio	3.2
EQ/PIMCO Real Return Portfolio	3.1
Multimanager Small Cap Growth Portfolio	2.1
EQ/GAMCO Small Company Value Portfolio	1.9
Multimanager Small Cap Value Portfolio	1.8
EQ/Boston Advisors Equity Portfolio	1.6
EQ/Money Market Portfolio	1.6
Multimanager Mid Cap Value Portfolio	1.6
EQ/Large Cap Value PLUS Portfolio	1.5
EQ/Franklin Small Cap Value Portfolio	1.3
EQ/Van Kampen Emerging Markets Equity Portfolio	1.2
EQ/Quality Bond PLUS Portfolio	1.2
Multimanager Mid Cap Growth Portfolio	0.7
EQ/Small Company Index Portfolio	0.6
EQ/Marsico Focus Portfolio	0.1

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1)transaction costs, including applicable sales charges and redemption fees; and (2)ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

		Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08 - 12/31/08
Class A
Actual		$	1,000.00	$	750.90	$	0.44
Hypothetical (5% average annual return before expenses)			1,000.00		1,024.63		0.51
Class B
Actual			1,000.00		749.60		1.54
Hypothetical (5% average annual return before expenses)			1,000.00		1,023.38		1.78
*	Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 0.10% and 0.35%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

11

 AXA AGGRESSIVE ALLOCATION PORTFOLIO

PERFORMANCE RESULTS

Annualized Total Returns as of 12/31/08
		1 Year		5 Years		Since Inception*
Portfolio - A Shares		(39.05	)%	(1.42	)%	0.96	%
Portfolio - B Shares		(39.21	)	(1.67	)	0.70
Aggressive Allocation Index (time-weighted)		(35.13	)	(0.58	)	1.85
*	Date of inception 7/31/03
Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned (39.05)% for the year ended December 31, 2008. The Portfolio’s benchmark, the Aggressive Allocation Index (time-weighted), returned (35.13)% over the same period.

Portfolio Adviser

A team of professionals within the AXA Funds Management Group, a unit of AXA Equitable Life Insurance Company, determines the strategic asset class and underlying fund allocations for the Portfolio. The team is also responsible for the ongoing evaluation and selection of underlying funds and monitoring the overall investment process and performance for the Portfolio.

Portfolio Highlights

For the year ended December 31, 2008

U.S. equity markets experienced their worst-performing year since the 1930s, as all sectors of global stock markets finished the year with sizeable declines. The declines accelerated in the fourth quarter of the year, following credit market turmoil that peaked in September with the government bailouts of AIG, Fannie Mae and Freddie Mac and the demise of Lehman Brothers.

The bond market experienced a historic flight to U.S. Treasury bonds, driving yields down across the Treasury yield curve. By year-end, 10-year Treasuries were yielding 2.2%, the lowest in more than a half century. However, high-yield bonds suffered from the flight to quality and their yields increased and prices declined. The “credit spreads” between Treasuries and high-yield bonds of comparable maturity reached record levels.

• As of December 31, 2008, the Portfolio was invested in 23 underlying EQ Advisors Trust and AXA Premier VIP Portfolios.

• The Portfolio’s fixed income allocation consisted of investment grade bonds (11.9%).

• The Portfolio’s equity allocation consisted of large cap growth stocks (17.7%), large cap value stocks (20.9%), international stocks (25.3%) and small and mid cap stocks (24.2%).

Since this Portfolio invests directly in underlying Portfolios, all risks associated with the eligible underlying Portfolios apply to the Portfolio. Investing in the AXA Allocation Portfolios will involve a higher overall cost than if you were to invest directly in their underlying Portfolios.

12

 AXA AGGRESSIVE ALLOCATION PORTFOLIO

Portfolio Allocation (as a percentage of Total Investment Companies) As of December 31, 2008
EQ/Large Cap Growth PLUS Portfolio	16.8%
EQ/BlackRock Basic Value Equity Portfolio	12.3
Multimanager Large Cap Value Portfolio	8.5
Multimanager International Equity Portfolio	8.3
EQ/BlackRock International Value Portfolio	7.0
EQ/Large Cap Core PLUS Portfolio	6.4
EQ/International Core PLUS Portfolio	6.2
Multimanager Core Bond Portfolio	5.7
EQ/Davis New York Venture Portfolio	5.5
Multimanager Large Cap Core Equity Portfolio	5.1
EQ/GAMCO Small Company Value Portfolio	3.1
Multimanager Small Cap Growth Portfolio	2.8
EQ/Franklin Small Cap Value Portfolio	2.1
EQ/Large Cap Value PLUS Portfolio	2.0
EQ/Van Kampen Emerging Markets Equity Portfolio	1.5
EQ/Boston Advisors Equity Portfolio	1.5
Multimanager Mid Cap Value Portfolio	1.4
Multimanager Small Cap Value Portfolio	1.2
EQ/PIMCO Real Return Portfolio	1.0
Multimanager Mid Cap Growth Portfolio	0.9
EQ/Small Company Index Portfolio	0.3
EQ/Quality Bond PLUS Portfolio	0.2
EQ/Marsico Focus Portfolio	0.2

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1)transaction costs, including applicable sales charges and redemption fees; and (2)ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table to the right provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

	Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08 - 12/31/08
Class A
Actual	$	1,000.00	$	690.40	$	0.42
Hypothetical (5% average annual return before expenses)		1,000.00		1,024.63		0.51
Class B
Actual		1,000.00		689.10		1.49
Hypothetical (5% average annual return before expenses)		1,000.00		1,023.38		1.78

* Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 0.10% and 0.35%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

13

 MULTIMANAGER AGGRESSIVE EQUITY PORTFOLIO

PORTFOLIO ADVISERS

Ø    AllianceBernstein L.P.

Ø    Legg Mason Capital Management, Inc.

Ø    Marsico Capital Management, LLC

Ø    ClearBridge Advisors, LLC

PERFORMANCE RESULTS

Annualized Total Returns as of 12/31/08
		1 Year		5 Years		10 Years		Since Incept.*
Portfolio – A Shares		(46.55	)%	(5.18	)%	(5.24	)%	7.13	%
Portfolio – B Shares**		(46.68	)	(5.41	)	(5.48	)	6.91
Russell 3000 Growth Index		(38.44	)	(3.33	)	(4.01	)	7.56
*	Date of inception 1/27/86
**	Investment operations commenced with respect to Class B shares on October 2, 1996. Returns shown for Class B shares prior to this period are derived from the historical performance of Class A shares adjusted to reflect the 12b-1 fees, applicable to Class B shares; Class A shares are not subject to any 12b-1 fees. Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned (46.55)% for the year ended December 31, 2008. The Portfolio’s benchmark, the Russell 3000 Growth Index, returned (38.44)% over the same period.

The following commentary describes key factors (such as stock selection and sector allocation decisions) which helped or hurt the Portfolio’s performance relative to its benchmark, the Russell 3000 Growth Index.

Portfolio Highlights

For the year ended December 31, 2008

What helped performance during the year

• In terms of individual holdings, Amgen Inc., ImClone Systems, and Genentech, all in the Health Care sector, made significant positive contributions to Portfolio performance. Biogen IDEC Inc. and Genzyme Corp. were also positive contributors in the sector relative to the benchmark.

• McDonald’s Corp. was another individual position that had a positive impact on performance.

• Performance benefited from overweight positions relative to the benchmark in Quanta Services Inc., Comcast Corp. and home improvement retailer Lowe’s Companies Inc.

• A slight overweight in the Energy sector also added to performance for the year.

What hurt performance during the year

• Losses in the Financials sector were the primary detractors from performance, including Lehman Brothers Holdings Inc., AIG, Freddie Mac, Citigroup Inc. and Merrill Lynch. Each of these companies suffered multi-billion dollar write-downs from mortgage-backed securities or credit default swaps and ended up forced to accept government loans or was taken over in a fire sale. A relative overweight in the sector relative to the benchmark exacerbated the negative impact.

• Information Technology stock selection was also strongly negative, although no single holding stands out.

• Among the benchmark’s strongest-performing sectors in the period was Consumer Staples. By maintaining an underweighted posture in this area of investment, the Portfolio missed an opportunity to enhance performance.

• Energy stock selection detracted from performance, with Weatherford International the leading individual detractor in the sector.

• Consumer Discretionary stock selection was also negative, with a position in hotel/casino operators Las Vegas Sands Corp. a notable detractor.

14

 MULTIMANAGER AGGRESSIVE EQUITY PORTFOLIO

Sector Weightings as of 12/31/08	% of Net Assets
Health Care	22.3%
Information Technology	20.2
Consumer Discretionary	15.5
Industrials	14.9
Financials	9.5
Energy	8.7
Consumer Staples	4.7
Materials	2.8
Investment Companies	0.2
Utilities	0.1
Cash and Other	1.1
Total	100.0%

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1)transaction costs, including applicable sales charges and redemption fees; and (2)ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

		Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08 - 12/31/08
Class A
Actual		$	1,000.00	$	626.40	$	3.27
Hypothetical (5% average annual return before expenses)			1,000.00		1,021.11		4.06
Class B
Actual			1,000.00		625.60		4.33
Hypothetical (5% average annual return before expenses)			1,000.00		1,019.81		5.38
*	Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 0.80% and 1.06%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

15

 MULTIMANAGER CORE BOND PORTFOLIO

PORTFOLIO ADVISERS

Ø    BlackRock Financial Management, Inc.

Ø    Pacific Investment Management Company LLC

PERFORMANCE RESULTS

Annualized Total Returns as of 12/31/08
		1 Year	5 Years	Since Incept.*
Portfolio - A Shares		2.55%	3.86%	4.53%
Portfolio - B Shares		2.30	3.62	4.28
Barclays Capital Aggregate Bond Index		5.24	4.65	5.36
*	Date of inception 12/31/01 Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned 2.55% for the year ended December 31, 2008. The Portfolio’s benchmark, the Barclays Capital Aggregate Bond Index, returned 5.24% over the same period.

Portfolio Highlights

For the year ended December 31, 2008

What helped performance during the year

• The Portfolio was positioned on the front end of yield curves in certain developed countries outside the U.S., including the U.K. and Australia. This paid off as markets began to price in rate cuts by global central banks.

• The Portfolio’s underweight exposure to investment grade credit contributed positively to performance as spreads widened throughout the year.

• Security selection within the commercial mortgage-backed securities (CMBS) and asset-backed securities (ABS) sectors proved beneficial as well, as the Portfolio’s underlying holdings held up better than the average issues within each sector.

What hurt performance during the year

• The Portfolio’s performance was hindered by its overweight exposure to spread assets, including ABS, mortgage-backed securities (MBS) and CMBS, as spreads widened and the market experienced a flight to quality, which benefited U.S. Treasury securities. Spread assets experienced historic levels of volatility throughout the year, as investors continued to avoid risky assets and forced de-leveraging by hedge funds and banks put tremendous pressure on the underlying bonds in these sectors. Exposure to CMBS and non-agency adjustable-rate mortgages (ARMs) proved most detrimental.

• Holdings in Lehman Brothers were a significant detractor from Portfolio performance. An overweight to financials such as JPMorgan, Goldman Sachs, and Bank of America also hurt performance.

Portfolio Characteristics As of December 31, 2008
Weighted Average Life (Years)		2.6
Weighted Average Coupon (%)		5.2
Weighted Average Modified Duration (Years)*		3.4
Weighted Average Rating		AA+
*	Modified duration is a measure of the price sensitivity of the portfolio to interest rate movements, taking into account specific features of the securities in which it invests.

16

 MULTIMANAGER CORE BOND PORTFOLIO

Distribution of Assets by Sector as of 12/31/08	% of Net Assets
U.S. Government and Agency	93.2%
Corporate Bonds	23.8
Asset Backed and Mortgage-Backed Securities	15.4
Foreign Government Securities	1.1
Municipal Bonds	0.8
Commercial Paper	0.4
Cash and Other	(34.7)
Total	100.0%

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1)transaction costs, including applicable sales charges and redemption fees; and (2)ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

		Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08 - 12/31/08
Class A
Actual		$	1,000.00	$	1,012.30	$	3.79
Hypothetical (5% average annual return before expenses)			1,000.00		1,021.37		3.81
Class B
Actual			1,000.00		1,011.00		5.05
Hypothetical (5% average annual return before expenses)			1,000.00		1,020.11		5.08
*	Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 0.75% and 1.00%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

17

 MULTIMANAGER HEALTH CARE PORTFOLIO

PORTFOLIO ADVISERS

Ø    Invesco Aim Capital Management, Inc.

Ø    RCM Capital Management LLC

Ø    Wellington Management Company, LLP

PERFORMANCE RESULTS

Annualized Total Returns as of 12/31/08
		1 Year		5 Years		Since Incept.*
Portfolio - A Shares		(26.69	)%	0.36	%	0.70	%
Portfolio - B Shares		(26.97	)	0.09		0.44
Russell 1000 Index		(37.60	)	(2.04	)	(1.21	)
Russell 1000 Health Care Index†		(22.40	)	(0.18	)	(0.97	)
*	Date of inception 12/31/01
†	The Investment Manager believes the Russell 1000 Health Care Index more closely reflects the market sectors in which the Portfolio invests.
Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned (26.69)% for the year ended December 31, 2008. The Portfolio’s benchmark, the Russell 1000 Health Care Index, returned (22.40)% over the same period.

The following commentary describes key factors (such as stock selection and sector allocation decisions) which helped or hurt the Portfolio’s performance relative to its benchmark, the Russell 1000 Healthcare Index.

Portfolio Highlights

For the year ended December 31, 2008

What helped performance during the year

• An overweight relative to the benchmark in the biotechnology sector was the leading contributor to performance. In the sector, Millenium Pharmaceuticals shares increased as sales of Velcade, a treatment for blood cancer, reached the $1 billion dollar mark. In addition, an overweight in Imclone helped performance, as the mid-cap company was acquired by Eli Lilly after a colorful bidding war that included Bristol-Myers Squibb and Carl Icahn.

• The Portfolio’s underweight in Merck also helped performance due to further negative news on Vytorin/Zetiaposition, its high-cholesterol drug, and weakening prescriptions of its vaccine against cervical cancer.

• The Portfolio’s underweights in the bellwether HMOs Wellpoint and UnitedHealth were also contributors to performance. Mishaps in underwriting, as well as perceived risk in their investment portfolios as the credit crisis unfolded, drove the stocks down.

• Shares of Japanese pharmaceutical company Shionogi rose as its blockbuster cholesterol-lowering drug Crestor demonstrated extremely strong efficacy. Moreover, its drug pipeline, particularly its antiobesity drug S2367, continues to make progress. Unlike many pharmaceutical firms in Japan, Shionogi does not face a 2010-11 patent expiration issue.

What hurt performance during the year

• Although an overweight in the sector was a positive contributor, overall biotechnology stock selection proved detrimental to performance. The Portfolio had an underweight relative to the benchmark in Amgen Inc., which performed well during the year. Emerging pharmaceutical company Human Genome Sciences had disappointing results for the year.

• The top individual detractor from performance was the Portfolio’s underweight in Johnson & Johnson. This traditionally defensive name posted solid earnings through most of the year, and had generally positive news flow on its lead pipeline compound called Rivaroxaban, an oral anticoagulant.

• A slight overweight in the Health Care Equipment and Supplies sector dragged down performance.

• Security selection in pharmaceuticals, as well as a large underweight position, contributed to the Portfolio’s underperformance relative to the benchmark.

• Security selection in the life sciences tools and services sector was also a detractor.

• Health Net Inc. suffered losses as enrollment declined due to rising unemployment. An overweight position relative to benchmark hurt results.

18

 MULTIMANAGER HEALTH CARE PORTFOLIO

Sector Weightings as of 12/31/08	% of Net Assets
Pharmaceuticals	29.8%
Biotechnology	24.5
Health Care Equipment	15.5
Managed Health Care	8.3
Health Care Services	6.8
Life Sciences Tools & Services	3.2
Health Care Distributors	1.8
Consumer Staples	1.6
Health Care Facilities	0.8
Health Care Supplies	0.8
Health Care Technology	0.3
Information Technology	0.1
Financials	0.1
Cash and Other	6.4
Total	100.0%

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1)transaction costs, including applicable sales charges and redemption fees; and (2)ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

		Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08 - 12/31/08
Class A
Actual		$	1,000.00	$	811.20	$	6.60
Hypothetical (5% average annual return before expenses)			1,000.00		1,017.85		7.35
Class B
Actual			1,000.00		809.60		7.78
Hypothetical (5% average annual return before expenses)			1,000.00		1,016.54		8.67
*	Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 1.45% and 1.71%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

19

 MULTIMANAGER HIGH YIELD PORTFOLIO

PORTFOLIO ADVISERS

Ø    Pacific Investment Management Company LLC (PIMCO)

Ø    Post Advisory Group, LLC

PERFORMANCE RESULTS

Annualized Total Returns as of 12/31/08
		1 Year		5 Years		10 Years		Since Incept.*
Portfolio – A Shares		(23.39	)%	(0.31	)%	0.47	%	5.82	%
Portfolio – B Shares**		(23.55	)	(0.56	)	0.22		1.37
Merrill Lynch U.S. High Yield
Master Cash Pay Only Index		(26.21	)	(0.84	)	2.27		6.80
*	Date of inception 1/2/87
**	Investment operations commenced with respect to Class B shares on October 2, 1996. Returns shown for Class B shares prior to this period are derived from the historical performance of Class A shares adjusted to reflect the 12b-1 fees, applicable to Class B shares; Class A shares are not subject to any 12b-1 fees.
Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned (23.39)% for the year ended December 31, 2008. The Portfolio’s benchmark, the Merrill Lynch U.S. High Yield Master Cash Pay Only Index, returned (26.21)% over the same period.

Portfolio Highlights

For the year ended December 31, 2008

What helped performance during the year

• An above-benchmark average quality contributed to performance, as the flight to safety benefited higher rated bonds relative to low quality.

• An overweight to Utilities, which was among the top performing industry categories during the second half of the year, added to performance. Furthermore, within the Utilities sector, a focus on upper quality tier electric generation companies, which outpaced the broader sector, was additive.

• An underweight to metals and mining, which fell alongside the decline in commodities, helped relative Portfolio performance.

• Security selection in the consumer cyclical sector, where auto loans and auto parts/equipment led the broader industry category, contributed to performance.

• A position in Ford Motor Credit rallied in tandem with GMAC’s bonds following the government’s financial backing (as these two separate bonds have traded together).

What hurt performance during the year

• An emphasis on high grade financials was negative for returns throughout most of the year, as unparalleled volatility weighed on all capital markets; however, an allocation to that sector was a strong contributor to performance during the fourth quarter as the federal government pledged to stabilize the financial system.

• An underweight to the aerospace and defense sector, which was among the top performing industry categories, hurt relative returns.

• An underweight to consumer non-cyclicals detracted from returns, as this sector bested the overall market on the backs of strong tobacco, pharmaceuticals, and beverage sector returns.

• The lack of exposure to GM & GMAC caused significant underperformance relative to the benchmark, as GMAC’s bonds were up strongly in the last two weeks of December, and the lowest quality (Ca/D) sector was up for the month as well.

Portfolio Characteristics As of December 31, 2008
Weighted Average Life (Years)		6.1
Weighted Average Coupon (%)		8.0
Weighted Average Modified Duration (Years)*		3.5
Weighted Average Rating		BB
*	Modified duration is a measure of the price sensitivity of the portfolio to interest rate movements, taking into account specific features of the securities in which it invests.

20

 MULTIMANAGER HIGH YIELD PORTFOLIO

Distribution of Assets by Sector as of 12/31/08	% of Net Assets
Corporate Bonds	87.7%
Government Securities	3.0
Convertible Bonds	1.0
Asset Backed Securities	0.9
Convertible Preferred Stocks	0.9
Commercial Paper	0.3
Cash and Other	6.2
Total	100.0%

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1)transaction costs, including applicable sales charges and redemption fees; and (2)ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table to the right provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

		Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08 - 12/31/08
Class A
Actual		$	1,000.00	$	778.50	$	3.44
Hypothetical (5% average annual return before expenses)			1,000.00		1,021.27		3.91
Class B
Actual			1,000.00		777.60		4.56
Hypothetical (5% average annual return before expenses)			1,000.00		1,020.01		5.18
*	Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 0.77% and 1.02%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

21

 MULTIMANAGER INTERNATIONAL EQUITY PORTFOLIO

PORTFOLIO ADVISERS

Ø    AllianceBernstein L.P.

Ø    JPMorgan Investment Management Inc.

Ø    Marsico Capital Management, LLC

PERFORMANCE RESULTS

Annualized Total Returns as of 12/31/08
		1 Year		5 Years		Since Incept.*
Portfolio - A Shares		(47.13	)%	0.49	%	1.29	%
Portfolio - B Shares		(47.23	)	0.23		1.05
MSCI EAFE Index		(43.38	)	1.66		3.41
*	Date of inception 12/31/01
Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned (47.13)% for the year ended December 31, 2008. The Portfolio’s benchmark, the MSCI EAFE Index, returned (43.38)% over the same period.

The following commentary describes key factors (such as stock selection and sector allocation decisions) which helped or hurt the Portfolio’s performance relative to its benchmark, the MSCI EAFE Index.

Portfolio Highlights

For the year ended December 31, 2008

What helped performance during the year

• For the benchmark, Financials was among the weakest-performing industry groups. Therefore, the Portfolio’s underweighted posture in this area of investment benefited relative performance results.

• Health Care holding Teva Pharmaceuticals was the leading individual contributor to relative performance for the year.

• An underweight position in mining operator Rio Tinto boosted results, as this benchmark holding depreciated significantly.

What hurt performance during the year

• Stock selection in the Financial sector was the largest detractor from returns in 2008. Detractors included Japan’s Mizuho Financial Group Inc., financial services provider ING Groep N.V., HBOS PLC, Fortis and French-based BNP Paribas.

• Consumer Discretionary stock selection was negative, especially a position in hotel/casino operator Las Vegas Sands Corp.

• Industrials, Energy, Information Technology and Materials stock selection also detracted from relative performance.

• For the benchmark, Utilities was among the strongest-performing sectors. By maintaining an underweighted posture to the sector throughout the year, the Portfolio incurred an opportunity cost on relative performance.

22

 MULTIMANAGER INTERNATIONAL EQUITY PORTFOLIO

Sector Weightings as of 12/31/08	% of Net Assets
Financials	19.2%
Energy	11.5
Industrials	10.9
Health Care	10.3
Consumer Discretionary	9.3
Information Technology	8.6
Materials	7.6
Consumer Staples	7.6
Telecommunication Services	7.3
Utilities	3.1
Cash and Other	4.6
Total	100.0%

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1)transaction costs, including applicable sales charges and redemption fees; and (2)ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

		Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08 - 12/31/08
Class A
Actual		$	1,000.00	$	596.70	$	5.10
Hypothetical (5% average annual return before expenses)			1,000.00		1,018.75		6.44
Class B
Actual			1,000.00		595.80		6.10
Hypothetical (5% average annual return before expenses)			1,000.00		1,017.50		7.71
*	Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 1.27% and 1.52%, respectively, multiplied by the average account value over the period, multiplied by 184/366(to reflect the one-half year period).

23

 MULTIMANAGER LARGE CAP CORE EQUITY PORTFOLIO

PORTFOLIO ADVISERS

Ø    AllianceBernstein L.P.

Ø    Janus Capital Management LLC

Ø    Thornburg Investment Management, Inc.

PERFORMANCE RESULTS

Annualized Total Returns as of 12/31/08
		1 Year		5 Years		Since Inception*
Portfolio - A Shares		(39.40	)%	(3.10	)%	(2.26	)%
Portfolio - B Shares		(39.61	)	(3.32	)	(2.49	)
S&P 500 Index		(37.00	)	(2.19	)	(1.53	)
*	Date of inception 12/31/01
Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned (39.40)% for the year ended December 31, 2008. The Portfolio’s benchmark, the S&P 500 Index, returned (37.00)% over the same period.

The following commentary describes key factors (such as stock selection and sector allocation decisions) which helped or hurt the Portfolio’s performance relative to its benchmark, the S&P 500 Index.

Portfolio Highlights

For the year ended December 31, 2008

What helped performance during the year

• Holdings and an overweight in the Health Care sector added to relative performance.

• Within Health Care, Genentech made a positive contribution to performance for the year. The California-based biotech leader moved ahead during the second half of the year after receiving a take-out bid from Swiss-based Roche, which already owned a majority share of the company.

• Gilead Sciences benefited from a steady customer base and strong execution of its business model.

• UnitedHealth Group rose modestly after several quarters of weakness. The managed care company has been impacted by investor worries that rising unemployment will negatively impact the number of patients it can insure.

• An underweight position in the Financials sector also helped relative performance.

What hurt performance during the year

• Holdings within the Information Technology sector, coupled with an overweight to the sector as a whole, were the main detractors from performance.

• Consumer Staples stock selection and an underweight in the sector also detracted from performance, as did Consumer Discretionary stock selection.

• Energy stock selection was negative, led by an underweight position in Exxon Mobil Corp.

• Glass manufacturer Corning declined due to concerns about weakening consumer spending which might impact liquid crystal display (LCD) wide screen televisions, a key market for Corning.

24

 MULTIMANAGER LARGE CAP CORE EQUITY PORTFOLIO

Sector Weightings as of 12/31/08	% of Net Assets
Health Care	19.1%
Information Technology	17.5
Financials	14.1
Consumer Discretionary	10.9
Energy	10.6
Consumer Staples	8.0
Telecommunication Services	4.3
Industrials	3.5
Utilities	1.8
Materials	1.2
Cash and Other	9.0
Total	100.0%

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1)transaction costs, including applicable sales charges and redemption fees; and (2)ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

		Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08 - 12/31/08
Class A
Actual		$	1,000.00	$	716.40	$	3.67
Hypothetical (5% average annual return before expenses)			1,000.00		1,020.59		4.32
Class B
Actual			1,000.00		714.60		4.73
Hypothetical (5% average annual return before expenses)			1,000.00		1,019.34		5.57
*	Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 1.09% and 1.34%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

25

 MULTIMANAGER LARGE CAP GROWTH PORTFOLIO

PORTFOLIO ADVISERS

Ø    T.Rowe Price Associates, Inc.

Ø    Westfield Capital Management Company, LP**

Ø    Goodman & Co. NY Ltd.***

PERFORMANCE RESULTS

** Effective August 1, 2008, Westfield Capital Management Company, LP replaced RCM Capital Management LLC as a sub-advisor of the Portfolio.

*** Effective August 1, 2008, Goodman & Co. NY Ltd. replaced TCW Investment Management Company as a sub-advisor of the Portfolio.

Annualized Total Returns as of 12/31/08
	1 Year		5 Years		Since Inception*
Portfolio - A Shares	(45.32	)%	(6.74	)%	(6.24	)%
Portfolio - B Shares	(45.39	)	(6.96	)	(6.46	)
Russell 1000 Growth Index	(38.44	)	(3.42	)	(3.38	)
* Date of inception 12/31/01 Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned (45.32)% for the year ended December 31, 2008. The Portfolio’s benchmark, the Russell 1000 Growth Index, returned (38.44)% over the same period.

The following commentary describes key factors (such as stock selection and sector allocation decisions) which helped or hurt the Portfolio’s performance relative to its benchmark, the Russell 1000 Growth Index.

Portfolio Highlights

For the year ended December 31, 2008

What helped performance during the year

• An overweight position in the Health Care sector contributed positively to performance compared with the benchmark. The Portfolio’s biotechnology holdings were responsible for the bulk of the outperformance in this sector, led by Gilead Sciences Inc., Genentech Inc., and Celgene Corp.

• Wireless chipmaker QUALCOMM Inc. was the leading contributor to relative performance.

• An underweight position in the Energy sector also added value, especially in the second half of the year as oil and gas prices fell precipitously from record highs reached in July, leading to a sharp decline in energy stocks.

What hurt performance during the year

• Stock selection was weak in the Industrials and Consumer Discretionary sectors.

• A substantial underweight position in Consumer Staples, which was the top-performing sector in the benchmark, had a significant negative impact on relative results.

• Security selection and an overweight position in the Information Technology sector also weighed on performance compared with the benchmark.

• The Health Care sector was another source of relative underperformance. Investor interpretation of trial results for an Alzheimer’s drug in development and side effect issues with their lead multiple sclerosis drug led to weakness in Portfolio holding Elan PLC.

26

 MULTIMANAGER LARGE CAP GROWTH PORTFOLIO

Sector Weightings as of 12/31/08	% of Net Assets
Information Technology	31.0%
Health Care	26.3
Industrials	10.0
Consumer Discretionary	9.7
Financials	5.3
Energy	4.8
Consumer Staples	4.7
Materials	3.7
Telecommunication Services	2.4
Utilities	0.5
Cash and Other	1.6
Total	100.0%

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1)transaction costs, including applicable sales charges and redemption fees; and (2)ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

		Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08 - 12/31/08
Class A
Actual		$	1,000.00	$	605.30	$	4.44
Hypothetical (5% average annual return before expenses)			1,000.00		1,019.61		5.58
Class B
Actual			1,000.00		605.60		5.45
Hypothetical (5% average annual return before expenses)			1,000.00		1,018.35		6.85
*	Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 1.10% and 1.35%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

27

 MULTIMANAGER LARGE CAP VALUE PORTFOLIO

PORTFOLIO ADVISERS

Ø    AllianceBernstein L.P.

Ø    Institutional Capital LLC

Ø    MFS Investment Management

PERFORMANCE RESULTS

Annualized Total Returns as of 12/31/08
	1 Year		5 Years		Since Inception*
Portfolio - A Shares	(37.33	)%	(0.83	)%	0.19	%
Portfolio - B Shares	(37.49	)	(1.06	)	(0.05	)
Russell 1000 Value Index	(36.85	)	(0.97	)	0.78
* Date of inception 12/31/01 Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned (37.33)% for the year ended December 31, 2008. The Portfolio’s benchmark, the Russell 1000 Value Index, returned (36.85)% over the same period.

The following commentary describes key factors (such as stock selection and sector allocation decisions) which helped or hurt the Portfolio’s performance relative to its benchmark, the Russell 1000 Value Index.

Portfolio Highlights

For the year ended December 31, 2008

What helped performance during the year

• Stock selection in the Information Technology sector contributed strongly to relative results.

• The Portfolio’s underweighted positioning in the Financial Services sector also aided relative performance, as did stock selection. Underweighting insurance firm American International Group (AIG) and international financial conglomerate Citigroup also bolstered relative returns.

• Health Care holding Wyeth was the leading individual contributor to relative returns.

• An underweighted position in poor-performing diversified industrial conglomerate General Electric also helped relative performance.

What hurt performance during the year

• An underweighted position in integrated oil and gas company Exxon Mobil hindered relative results.

• Stock selection in the Health Care sector was another detractor from performance. The Portfolio’s overweighted position in Merck & Co. held back relative results.

• An underweight posture in the Utilities sector also subtracted from relative performance.

• Textron Inc., the world’s largest maker of corporate jets, was a poor performer for the Portfolio during the year.

28

 MULTIMANAGER LARGE CAP VALUE PORTFOLIO

Sector Weightings as of 12/31/08	% of Net Assets
Financials	17.7%
Energy	15.7
Consumer Staples	12.3
Health Care	11.5
Information Technology	10.3
Consumer Discretionary	10.1
Industrials	8.0
Telecommunication Services	5.5
Materials	3.1
Utilities	3.0
Cash and Other	2.8
Total	100.0%

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1)transaction costs, including applicable sales charges and redemption fees; and (2)ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

		Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08 - 12/31/08
Class A
Actual		$	1,000.00	$	723.70	$	4.59
Hypothetical (5% average annual return before expenses)			1,000.00		1,019.81		5.38
Class B
Actual			1,000.00		724.20		5.68
Hypothetical (5% average annual return before expenses)			1,000.00		1,018.55		6.65
*	Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 1.06% and 1.31%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

29

 MULTIMANAGER MID CAP GROWTH PORTFOLIO

PORTFOLIO ADVISERS

Ø    AllianceBernstein L.P.

Ø    Franklin Advisers, Inc.

Ø    Wellington Management Company, LLC***

PERFORMANCE RESULTS

*** Effective July 31, 2008, Wellington Management Company, LLP replaced Provident Investment Counsel, Inc. as a sub-advisor of the Portfolio.

Annualized Total Returns as of 12/31/08
	1 Year		5 Years		Since Inception*
Portfolio - A Shares	(43.47	)%	(3.24	)%	(4.00	)%
Portfolio - B Shares	(43.68	)	(3.45	)	(4.23	)
Russell 2500 Growth Index	(41.50	)	(2.24	)	(1.09	)
* Date of inception 12/31/01
Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned (43.47)% for the year ended December 31, 2008. The Portfolio’s benchmark, the Russell 2500 Growth Index, returned (41.50)% over the same period.

The following commentary describes key factors (such as stock selection and sector allocation decisions) which helped or hurt the Portfolio’s performance relative to its benchmark, the Russell 2500 Growth Index.

Portfolio Highlights

For the year ended December 31, 2008

What helped performance during the year

• Consumer Discretionary stock selection was the leading contributor to relative performance, led by educational services company Strayer Education.

• A slight overweight in the Energy sector also added to relative performance, with Southwestern Energy and Patriot Coal Corp. notable individual contributors.

• Industrials holdings Allegiant Travel, a charter flight operator, contributed to Portfolio returns.

• Avoiding Sirius XM Radio Inc. was positive for the Portfolio.

• Wabtec Corp. and Celgene Corp. also added to returns for the year.

What hurt performance during the year

• Stock selection in the Health Care, Financials and Information Technology sectors detracted the most from relative performance.

• Individual holdings detracting from performance included Cliffs Natural Resources, Nvidia Corp., Chicago Bridge & Iron, Tomotherapy Inc., IntercontinentalExchange, Inc., Focus Media Holdings Ltd., and Flowserve Corp.

30

 MULTIMANAGER MID CAP GROWTH PORTFOLIO

Sector Weightings as of 12/31/08	% of Net Assets
Information Technology	29.2%
Health Care	17.9
Consumer Discretionary	14.9
Industrials	14.8
Energy	6.8
Financials	5.7
Consumer Staples	3.0
Telecommunication Services	2.1
Materials	1.7
Investment Companies	0.6
Cash and Other	3.3
Total	100.0%

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1)transaction costs, including applicable sales charges and redemption fees; and (2)ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

		Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08 - 12/31/08
Class A
Actual		$	1,000.00	$	605.30	$	5.37
Hypothetical (5% average annual return before expenses)			1,000.00		1,018.45		6.75
Class B
Actual			1,000.00		605.60		6.38
Hypothetical (5% average annual return before expenses)			1,000.00		1,017.19		8.01
*	Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 1.33% and 1.58%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

31

 MULTIMANAGER MID CAP VALUE PORTFOLIO

PORTFOLIO ADVISERS

Ø    AXA Rosenberg Investment Management LLC

Ø    Tradewinds Global Investors, LLC***

Ø    Wellington Management Company, LLP

PERFORMANCE RESULTS

*** Effective December 1, 2008, Tradewinds Global Investors, LLC replaced TCW Management Investment Company as a sub-advisor to the Portfolio.

Annualized Total Returns as of 12/31/08
	1 Year		5 Years		Since Inception*
Portfolio - A Shares	(35.88	)%	(1.63	)%	(0.40	)%
Portfolio - B Shares	(35.99	)	(1.90	)	(0.66	)
Russell 2500 Value Index	(31.99	)	(0.15	)	3.78
* Date of inception 12/31/01
Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned (35.88)% for the year ended December 31, 2008. The Portfolio’s benchmark, the Russell 2500 Value Index, returned (31.99)% over the same period.

The following commentary describes key factors (such as stock selection and sector allocation decisions) which helped or hurt the Portfolio’s performance relative to its benchmark, the Russell 2500 Value Index.

Portfolio Highlights

For the year ended December 31, 2008

What helped performance during the year

• With a strong stock selection, Materials was the only sector to make significant positive contribution relative to benchmark. Notable holdings included LIHIR Gold Ltd., Newmont Mining Corp., Gold Fields Ltd. and Kinross Gold Corp.

• Health Care holding Edwards Lifesciences, which was not a benchmark component, also added to relative performance.

• Financials sector holdings Peoples United Financials, Hudson City Bancorp, and Knight Capital Group were notable contributors to relative performance.

• Shares of Barr Pharmaceuticals, a global pharmaceutical company with both proprietary and generic drug operations, rose in mid-July following an announcement that they would be acquired by Teva.

What hurt performance during the year

• Stock selection overall detracted from performance, particularly in the Industrials sector.

• Sector selection was a drag on performance, including a significant underweight in Financials and overweights in Energy and Information Technology.

• IT stock selection was also detrimental, led by holding THQ Inc., an international developer and publisher of video games.

• Stock selection in the Consumer Staples and Consumer Discretionary sectors also hurt relative performance.

32

 MULTIMANAGER MID CAP VALUE PORTFOLIO

Sector Weightings as of 12/31/08	% of Net Assets
Financials	17.6%
Materials	16.5
Industrials	12.9
Information Technology	9.2
Energy	8.9
Consumer Discretionary	8.8
Health Care	7.6
Consumer Staples	7.1
Utilities	6.7
Telecommunication Services	2.4
Cash and Other	2.3
Total	100.0%

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1)transaction costs, including applicable sales charges and redemption fees; and (2)ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

		Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08 - 12/31/08
Class A
Actual		$	1,000.00	$	688.80	$	5.56
Hypothetical (5% average annual return before expenses)			1,000.00		1,018.55		6.65
Class B
Actual			1,000.00		686.60		6.66
Hypothetical (5% average annual return before expenses)			1,000.00		1,017.24		7.96
*	Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 1.31% and 1.57%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

33

 MULTIMANAGER SMALL CAP GROWTH PORTFOLIO

PORTFOLIO ADVISERS

Ø    Eagle Asset Management, Inc.

Ø    Wells Capital Management, Inc.

PERFORMANCE RESULTS

Annualized Total Returns as of 12/31/08
		1 Year		5 Years		10 Years		Since Incept.**
Portfolio – A Shares*		(32.08	)%	(4.29	)%	1.38	%	(31.94	)%
Portfolio – B Shares		(42.21	)	(4.36	)	1.34		(2.21	)
Russell 2000 Growth Index		(38.54	)	(2.35	)	(0.76	)	0.08
*	Date of inception 1/22/08.
**	Date of inception 12/1/98
Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class B shares returned (42.21)% for the year ended December 31, 2008. The Portfolio’s benchmark, the Russell 2000 Growth Index, returned (38.54)% over the same period.

The following commentary describes key factors (such as stock selection and sector allocation decisions) which helped or hurt the Portfolio’s performance relative to its benchmark, the Russell 2000 Growth Index.

Portfolio Highlights

For the year ended December 31, 2008

What helped performance during the year

• Strong stock selection in the Information Technology sector, including a strong relative performance from Quality Systems Inc., EMS Technologies Inc. and Solera Holdings Inc., benefited performance.

• Quality Systems, an information-processing systems marketer to medical and dental group practices, exceeded revenue and profit expectations, which aided performance.

• EMS Technologies, which provides products to the satellite and wireless communications markets, beat earnings expectations and reiterated full-year guidance, which is notable given current macroeconomic headwinds.

• Thoratec Corp. was the leading individual relative contributor. After years of development, Thoratec received U.S. Food and Drug Administration approval for expanded use of its artificial heart in April and the company continues to exceed earnings expectations.

• The Energy sector was a positive contributor to performance, due to an underweight position. Oil was down in the second half of the year, which depressed the sector considerably, so owning less benefited performance.

What hurt performance during the year

• Financial sector stock selection hurt the Portfolio, in particular FCStone Group, an integrated commodity risk management company which traded down due to disappointing earnings.

• Holdings in the Industrials, Health Care and Consumer Discretionary sectors also relatively underperformed the benchmark for the year.

• In Energy, the portfolio lagged due in part to not holding Alpha Natural Resources and to OYO Geospace, which sold off during the first quarter due to delays in receiving anticipated contracts.

34

 MULTIMANAGER SMALL CAP GROWTH PORTFOLIO

Sector Weightings as of 12/31/08	% of Net Assets
Information Technology	28.9%
Health Care	23.9
Industrials	15.6
Consumer Discretionary	14.6
Energy	5.0
Financials	4.9
Materials	3.0
Investment Companies	1.5
Telecommunication Services	1.1
Consumer Staples	0.7
Cash and Other	0.8
Total	100.0%

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1)transaction costs, including applicable sales charges and redemption fees; and (2)ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

		Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08 - 12/31/08
Class A
Actual		$	1,000.00	$	675.20	$	6.11
Hypothetical (5% average annual return before expenses)			1,000.00		1,017.85		7.35
Class B
Actual			1,000.00		673.50		6.18
Hypothetical (5% average annual return before expenses)			1,000.00		1,017.75		7.46
*	Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 1.45% and 1.47%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

35

 MULTIMANAGER SMALL CAP VALUE PORTFOLIO

PORTFOLIO ADVISERS

Ø    Lazard Asset Management LLC

Ø    Franklin Advisory Services, LLP

Ø     Pacific Global Management Company***

PERFORMANCE RESULTS

*** Effective July 18, 2008, Pacific Global Management Company was added as a sub-advisor of the Portfolio.

Annualized Total Returns as of 12/31/08
		1 Year		5 Years		10 Years		Since Incept.**
Portfolio – A Shares*		(37.75	)%	(4.20	)%	3.12	%	2.15	%
Portfolio – B Shares		(37.87	)	(4.43	)	2.96		2.01
Russell 2000 Value Index		(28.92	)	0.27		6.11		4.90
*	Date of inception 10/2/02. Returns shown for Class A shares prior to this period are derived from the historical performance of Class B shares adjusted to reflect the 12b-1 fees, applicable to Class B shares; Class A shares are not subject to any 12b-1 fees.
**	Date of inception 1/1/98
Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned (37.75)% for the year ended December 31, 2008. The Portfolio’s benchmark, the Russell 2000 Value Index, returned (28.92)% over the same period.

Portfolio Highlights

For the year ended December 31, 2008

What helped performance during the year

• A relative overweight in the Industrials sector was the leading area of contribution.

• Energy holding Goodrich Petroleum Corp. and Consumer Discretionary holding Arvinmeritor Inc. were the leading individual contributors to relative performance.

• CastlePoint Holdings in the Financials sector was another notable contributor.

• Stock selection in the Consumer Staples sector was a strong contributor to returns. Pantry Inc., a gas station operator, rebounded from earlier lows on anticipation of strong gas margins due to falling crude prices.

What hurt performance during the year

• An overweight in the Energy sector as well as poor stock selection were the leading detractors from relative performance. Holdings declined significantly with falling oil prices.

• A significant underweight in the Financials sector also detracted from performance.

• Stock selection in the Materials sector detracted from returns. Declining commodity prices, the global slowdown, and weakening end markets impacted many companies in this sector.

• A relative overweight in the Consumer Discretionary sector was also negative.

36

 MULTIMANAGER SMALL CAP VALUE PORTFOLIO

Sector Weightings as of 12/31/08	% of Net Assets
Financials	22.6%
Industrials	22.3
Information Technology	11.9
Consumer Discretionary	11.0
Materials	8.2
Energy	6.0
Health Care	5.8
Utilities	5.1
Consumer Staples	2.4
Telecommunication Services	1.3
Cash and Other	3.4
Total	100.0%

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1)transaction costs, including applicable sales charges and redemption fees; and (2)ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

	Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08 - 12/31/08
Class A
Actual	$	1,000.00	$	702.60	$	5.31
Hypothetical (5% average annual return before expenses)		1,000.00		1,018.90		6.29
Class B
Actual		1,000.00		702.60		6.38
Hypothetical (5% average annual return before expenses)		1,000.00		1,017.65		7.56

* Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 1.24% and 1.49%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

37

 MULTIMANAGER TECHNOLOGY PORTFOLIO

PORTFOLIO ADVISERS

Ø    Firsthand Capital Management, Inc.

Ø    RCM Capital Management LLC

Ø    Wellington Management Company, LLP

PERFORMANCE RESULTS

Annualized Total Returns as of 12/31/08
		1 Year		5 Years		Since Inception*
Portfolio - A Shares		(46.97	)%	(4.52	)%	(4.54	)%
Portfolio - B Shares		(47.15	)	(4.74	)	(4.78	)
Russell 1000 Index		(37.60	)	(2.04	)	(1.21	)
Russell 1000 Technology Index†		(42.21	)	(4.96	)	(4.78	)
*	Date of inception 12/31/01
†	The Investment Manager believes the Russell 1000 Technology Index more closely reflects the market sectors in which the Portfolio invests.
Returns for periods greater than one year are annualized.

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned (46.97)% for the year ended December 31, 2008. The Portfolio’s benchmark, the Russell 1000 Technology Index, returned (42.21)% over the same period.

The following commentary describes key factors (such as stock selection and sector allocation decisions) which helped or hurt the Portfolio’s performance relative to its benchmark, the Russell 1000 Technology Index.

Portfolio Highlights

For the year ended December 31, 2008

What helped performance during the year

• Shares of the consumer electronics company Apple Inc. fell on worries of a slowdown in consumer spending in this recessionary environment. The Portfolio benefited from an underweight position relative to the benchmark.

• An overweight in the IT Services sector also helped relative performance.

• Not holding Motorola Inc., which dragged on benchmark performance, also added to relative performance.

• Household Durables stock selection was positive for Portfolio performance.

What hurt performance during the year

• Computers and Peripherals stock selection was the largest detractor from relative performance. This included an underweight position in IBM, which rose over the course of the year due to strong results, and an overweight position in disk-drive manufacturer Seagate Technology, which suffered from slowing demand and a more competitive pricing environment for hard drives.

• Security selection in the Communications Equipment, Internet Services, and Software sectors dragged on relative performance.

• In Communications Equipment, Research in Motion, the Canadian-based wireless telecommunications manufacturer and service provider, declined on the back of the company’s announcement of a lower-than-expected forecast and concerns of weaker margins. The company’s shares were also hit by the fear that the economic slowdown will hurt business spending.

• After several years of strong performance, Internet Services holding Google stumbled badly in 2008. The Internet search and advertising leader’s stock finished the year lower as investors feared that a slowdown in online advertising would hurt the company’s revenue growth.

• Electronic Arts, an interactive entertainment software company developing video and computer games, reported disappointing results due in part to higher development and marketing costs and reduced its earnings guidance due to a softening economy, product delays, and unfavorable currency effects.

38

 MULTIMANAGER TECHNOLOGY PORTFOLIO

Sector Weightings as of 12/31/08	% of Net Assets
Software	20.4%
Semiconductors & Semiconductor Equipment	17.2
Communications Equipment	16.3
Computers & Peripherals	14.7
Internet Software & Services	7.6
IT Services	7.0
Industrials	4.9
Telecommunication Services	3.0
Consumer Discretionary	2.1
Electronic Equipment, Instruments & Components	1.9
Materials	0.4
Investment Companies	0.2
Energy	0.0#
Cash and Other	4.3
Total	100.0%
# Less than 0.1%

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

	Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08 - 12/31/08
Class A
Actual	$	1,000.00	$	612.60	$	5.84
Hypothetical (5% average annual return before expenses)		1,000.00		1,017.90		7.30
Class B
Actual		1,000.00		612.30		6.89
Hypothetical (5% average annual return before expenses)		1,000.00		1,016.59		8.62

* Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 1.44% and 1.70%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

39

 TARGET 2015 ALLOCATION PORTFOLIO

PERFORMANCE RESULTS

Annualized Total Returns as of 12/31/08
	1 Year		Since Inception*
Portfolio - A Shares	(30.31)	%	(8.70)	%
Portfolio - B Shares	(30.50)		(8.94)
Target 2015 Allocation Index	(26.51)		(6.87)
* Date of inception 8/31/06 Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned (30.31)% for the year ended December 31, 2008. The Portfolio’s benchmark, the Target 2015 Allocation Index, returned (26.51)% over the same period.

Portfolio Adviser

A team of professionals within the AXA Funds Management Group, a unit of AXA Equitable Life Insurance Company, determines the strategic asset class and underlying Portfolio allocations for the Portfolio. The team is also responsible for the ongoing evaluation and selection of underlying Portfolios and monitoring the overall investment process and performance for the Portfolio.

Portfolio Highlights

For the year ended December 31, 2008

U.S. equity markets experienced their worst-performing year since the 1930s, as all sectors of global stock markets finished the year with sizeable declines. The declines accelerated in the fourth quarter of the year, following credit market turmoil that peaked in September with the government bailouts of AIG, Fannie Mae and Freddie Mac and the demise of Lehman Brothers.

The bond market experienced a historic flight to U.S. Treasury bonds, driving yields down across the Treasury yield curve. By year-end, 10-year Treasuries were yielding 2.2%, the lowest in more than a half century. However, high-yield bonds suffered from the flight to quality and their yields increased and prices declined. The “credit spreads” between Treasuries and high-yield bonds of comparable maturity reached record levels.

• As of December 31, 2008, the Portfolio was invested in 11 underlying EQ Advisors Trust and AXA Premier VIP Portfolios.

• The Portfolio’s fixed income allocation consisted of investment grade bonds (29.9%) and high yield bonds (5.5%).

• The Portfolio’s equity allocation consisted of large cap growth stocks (11.5%), large cap value stocks (12.2%), international stocks (23.9%) and small and mid cap stocks (17.0%).

Since this Portfolio invests directly in underlying Portfolios, all risks associated with the eligible underlying Portfolios apply to the Portfolio. Investing in the Target Allocation Portfolios will involve a higher overall cost than if you were to invest directly in their underlying Portfolios.

40

 TARGET 2015 ALLOCATION PORTFOLIO

Portfolio Allocation (as a percentage of Total Investment Companies) As of December 31, 2008
EQ/Bond Index Portfolio	27.0%
EQ/Equity 500 Index	24.6
EQ/International ETF Portfolio	17.9
Multimanager High Yield Portfolio	6.1
Multimanager Large Cap Value Portfolio	5.7
EQ/Van Kampen Emerging Markets Equity	5.3
Multimanager Aggressive Equity Portfolio	4.9
EQ/Small Company Index Portfolio	4.7
Multimanager Mid Cap Value Portfolio	2.5
EQ/PIMCO Real Return Portfolio	1.0
Multimanager Mid Cap Growth Portfolio	0.3

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

	Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08- 12/31/08
Class A
Actual	$	1,000.00	$	766.80	$	1.55
Hypothetical (5% average annual return before expenses)		1,000.00		1,023.38		1.78
Class B
Actual		1,000.00		766.40		2.66
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.12		3.05

* Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 0.35% and 0.60%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

41

 TARGET 2025 ALLOCATION PORTFOLIO

PERFORMANCE RESULTS

Annualized Total Returns as of 12/31/08
	1 Year		Since Inception*
Portfolio - A Shares	(34.83)	%	(10.97)	%
Portfolio - B Shares	(35.00)		(11.20)
Target 2025 Allocation Index	(31.17)		(9.19)
* Date of inception 8/31/06
Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned (34.83)% for the year ended December 31, 2008. The Portfolio’s benchmark, the Target 2025 Allocation Index, returned (31.17)% over the same period.

Portfolio Adviser

A team of professionals within the AXA Funds Management Group, a unit of AXA Equitable Life Insurance Company, determines the strategic asset class and underlying Portfolio allocations for the Portfolio. The team also is responsible for the ongoing evaluation and selection of underlying Portfolios and monitoring the overall investment process and performance for the Portfolio.

Portfolio Highlights

For the year ended December 31, 2008

U.S. equity markets experienced their worst-performing year since the 1930s, as all sectors of global stock markets finished the year with sizeable declines. The declines accelerated in the fourth quarter of the year, following credit market turmoil that peaked in September with the government bailouts of AIG, Fannie Mae and Freddie Mac and the demise of Lehman Brothers.

The bond market experienced a historic flight to U.S. Treasury bonds, driving yields down across the Treasury yield curve. By year-end, 10-year Treasuries were yielding 2.2%, the lowest in more than a half century. However, high-yield bonds suffered from the flight to quality and their yields increased and prices declined. The “credit spreads” between Treasuries and high-yield bonds of comparable maturity reached record levels.

• As of December 31, 2008, the Portfolio was invested in 11 underlying EQ Advisors Trust and AXA Premier VIP Portfolios.

• The Portfolio’s fixed income allocation consisted of investment grade bonds (19.0%) and high yield bonds (3.6%).

• The Portfolio’s equity allocation consisted of large cap growth stocks (14.3%), large cap value stocks (15.2%), international stocks (26.4%) and small and mid cap stocks (21.5%).

Since this Portfolio invests directly in underlying Portfolios, all risks associated with the eligible underlying Portfolios apply to the Portfolio. Investing in the Target Allocation Portfolios will involve a higher overall cost than if you were to invest directly in their underlying Portfolios.

42

 TARGET 2025 ALLOCATION PORTFOLIO

Portfolio Allocation (as a percentage of Total Investment Companies) As of December 31, 2008
EQ/Equity 500 Index	32.2%
EQ/International ETF Portfolio	20.2
EQ/Bond Index Portfolio	16.3
EQ/Small Company Index Portfolio	6.5
Multimanager Large Cap Value Portfolio	6.0
EQ/Van Kampen Emerging Markets Equity	5.4
Multimanager Aggressive Equity Portfolio	5.4
Multimanager High Yield Portfolio	4.0
Multimanager Mid Cap Value Portfolio	3.0
EQ/PIMCO Real Return Portfolio	0.8
Multimanager Mid Cap Growth Portfolio	0.2

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

	Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08- 12/31/08
Class A
Actual	$	1,000.00	$	729.80	$	1.52
Hypothetical (5% average annual return before expenses)		1,000.00		1,023.38		1.78
Class B
Actual		1,000.00		728.60		2.61
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.12		3.05

* Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 0.35% and 0.60%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

43

 TARGET 2035 ALLOCATION PORTFOLIO

PERFORMANCE RESULTS

Annualized Total Returns as of 12/31/08
	1 Year		Since Inception*
Portfolio - A Shares	(37.94)	%	(12.52)	%
Portfolio - B Shares	(38.01)		(12.69)
Target 2035 Allocation Index	(34.90)		(11.04)
* Date of inception 8/31/06
Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned (37.94)% for the year December 31, 2008. The Portfolio’s benchmark, the Target 2035 Allocation Index, returned (34.90)% over the same period.

Portfolio Adviser

A team of professionals within the AXA Funds Management Group, a unit of AXA Equitable Life Insurance Company, determines the strategic asset class and underlying Portfolio allocations for the Portfolio. The team also is responsible for the ongoing evaluation and selection of underlying Portfolios and monitoring the overall investment process and performance for the Portfolio.

Portfolio Highlights

For the year ended December 31, 2008

U.S. equity markets experienced their worst-performing year since the 1930s, as all sectors of global stock markets finished the year with sizeable declines. The declines accelerated in the fourth quarter of the year, following credit market turmoil that peaked in September with the government bailouts of AIG, Fannie Mae and Freddie Mac and the demise of Lehman Brothers.

The bond market experienced a historic flight to U.S. Treasury bonds, driving yields down across the Treasury yield curve. By year-end, 10-year Treasuries were yielding 2.2%, the lowest in more than a half century. However, high-yield bonds suffered from the flight to quality and their yields increased and prices declined. The “credit spreads” between Treasuries and high-yield bonds of comparable maturity reached record levels.

• As of December 31, 2008, the Portfolio was invested in 11 underlying EQ Advisors Trust and AXA Premier VIP Portfolios.

• The Portfolio’s fixed income allocation consisted of investment grade bonds (10.0%) and high yield bonds (2.3%).

• The Portfolio’s equity allocation consisted of large cap growth stocks (16.7%), large cap value stocks (17.8%), international stocks (29.3%) and small and mid cap stocks (23.9%).

Since this Portfolio invests directly in underlying Portfolios, all risks associated with the eligible underlying Portfolios apply to the Portfolio. Investing in the Target Allocation Portfolios will involve a higher overall cost than if you were to invest directly in their underlying Portfolios.

44

 TARGET 2035 ALLOCATION PORTFOLIO

Portfolio Allocation (as a percentage of Total Investment Companies) As of December 31, 2008
EQ/Equity 500 Index	39.1%
EQ/International ETF Portfolio	22.5
EQ/Bond Index Portfolio	7.5
EQ/Small Company Index Portfolio	6.8
EQ/Van Kampen Emerging Markets Equity	6.2
Multimanager Large Cap Value Portfolio	6.2
Multimanager Aggressive Equity Portfolio	5.7
Multimanager Mid Cap Value Portfolio	2.6
Multimanager High Yield Portfolio	2.5
EQ/PIMCO Real Return Portfolio	0.5
Multimanager Mid Cap Growth Portfolio	0.4

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

	Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08- 12/31/08
Class A
Actual	$	1,000.00	$	702.70	$	1.50
Hypothetical (5% average annual return before expenses)		1,000.00		1,023.38		1.78
Class B
Actual		1,000.00		702.60		2.57
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.12		3.05

* Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 0.35% and 0.60%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period ).

45

 TARGET 2045 ALLOCATION PORTFOLIO

PERFORMANCE RESULTS

Annualized Total Returns as of 12/31/08
	1 Year		Since Inception*
Portfolio - A Shares	(41.18)	%	(14.15)	%
Portfolio - B Shares	(41.33)		(14.37)
Target 2045 Allocation Index	(38.67)		(13.02)
* Date of inception 8/31/06
Returns for periods greater than one year are annualized

Past performance is not indicative of future results.

PERFORMANCE SUMMARY

The Portfolio’s Class A shares returned (41.18)% for the year ended December 31, 2008. The Portfolio’s benchmark, the Target 2045 Allocation Index, returned (38.67)% over the same period.

Portfolio Adviser

A team of professionals within the AXA Funds Management Group, a unit of AXA Equitable Life Insurance Company, determines the strategic asset class and underlying Portfolio allocations for the Portfolio. The team also is responsible for the ongoing evaluation and selection of underlying Portfolios and monitoring the overall investment process and performance for the Portfolio.

Portfolio Highlights

For the year ended December 31, 2008

U.S. equity markets experienced their worst-performing year since the 1930s, as all sectors of global stock markets finished the year with sizeable declines. The declines accelerated in the fourth quarter of the year, following credit market turmoil that peaked in September with the government bailouts of AIG, Fannie Mae and Freddie Mac and the demise of Lehman Brothers.

The bond market experienced a historic flight to U.S. Treasury bonds, driving yields down across the Treasury yield curve. By year-end, 10-year Treasuries were yielding 2.2%, the lowest in more than a half century. However, high-yield bonds suffered from the flight to quality and their yields increased and prices declined. The “credit spreads” between Treasuries and high-yield bonds of comparable maturity reached record levels.

• As of December 31, 2008, the Portfolio was invested in 8 underlying EQ Advisors Trust and AXA Premier VIP Portfolios.

• The Portfolio’s fixed income allocation consisted of investment grade bonds (1.9%).

• The Portfolio’s equity allocation consisted of large cap growth stocks (18.7%), large cap value stocks (19.8%), international stocks (32.0%) and small and mid cap stocks (27.6%).

Since this Portfolio invests directly in underlying Portfolios, all risks associated with the eligible underlying Portfolios apply to the Portfolio. Investing in the Target Allocation Portfolios will involve a higher overall cost than if you were to invest directly in their underlying Portfolios.

46

 TARGET 2045 ALLOCATION PORTFOLIO

Portfolio Allocation (as a percentage of Total Investment Companies) As of December 31, 2008
EQ/Equity 500 Index	44.3%
EQ/International ETF Portfolio	24.6
EQ/Small Company Index Portfolio	8.4
EQ/Van Kampen Emerging Markets Equity	6.7
Multimanager Aggressive Equity Portfolio	6.2
Multimanager Large Cap Value Portfolio	6.2
Multimanager Mid Cap Value Portfolio	2.9
Multimanager Mid Cap Growth Portfolio	0.7

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Portfolio, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including management fees, distribution (12b-1) fees (in the case of Class B shares of the Trust), and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2008 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Also note that the table does not reflect any variable life insurance or variable annuity contract-related feed and expenses, which would increase overall fees and expenses.

EXAMPLE

	Beginning Account Value 7/1/08		Ending Account Value 12/31/08		Expenses Paid During Period* 7/1/08- 12/31/08
Class A
Actual	$	1,000.00	$	671.80	$	1.47
Hypothetical (5% average annual return before expenses)		1,000.00		1,023.38		1.78
Class B
Actual		1,000.00		671.50		2.52
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.12		3.05

* Expenses are equal to the Portfolio’s Class A and Class B shares annualized expense ratios of 0.35% and 0.60%, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

47

AXA PREMIER VIP TRUST

AXA CONSERVATIVE ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS

December 31, 2008

	Number of Shares		Value (Note 1)
INVESTMENT COMPANIES:
EQ/BlackRock Basic Value Equity Portfolio‡		4,227,045	$	40,859,007
EQ/BlackRock International Value Portfolio‡		1,018,655		8,851,457
EQ/Boston Advisors Equity Income Portfolio‡		2,730,746		11,639,215
EQ/Davis New York Venture Portfolio‡		2,796,474		18,776,904
EQ/Evergreen International Bond Portfolio‡		10,168,314		97,180,719
EQ/International Core PLUS Portfolio‡		2,997,597		20,370,684
EQ/Large Cap Core PLUS Portfolio‡		6,041,380		34,200,344
EQ/Large Cap Growth PLUS Portfolio‡		5,442,603		61,611,302
EQ/Large Cap Value PLUS Portfolio‡		549,707		4,262,971
EQ/Long Term Bond Portfolio‡		11,032,272		149,643,370
EQ/Marsico Focus Portfolio‡		64,221		663,549
EQ/Money Market Portfolio‡		324,897,708		324,912,338
EQ/PIMCO Real Return Portfolio‡		12,111,929		112,339,812
EQ/Quality Bond PLUS Portfolio‡		2,716,205		23,778,958
EQ/Short Duration Bond Portfolio‡		24,068,860		223,898,353
EQ/Van Kampen Emerging Markets Equity Portfolio‡		586,806		4,486,170
Multimanager Core Bond Portfolio‡		17,111,904		168,735,569
Multimanager High Yield Portfolio‡		19,040,473		67,910,279
Multimanager International Equity Portfolio‡		2,468,471		20,480,545
Multimanager Large Cap Core Equity Portfolio‡		3,492,898		24,393,123
Multimanager Large Cap Value Portfolio‡		3,883,638		28,019,420
Multimanager Mid Cap Value Portfolio‡		2,095,755		12,105,333
Total Investment Companies (100.1%) (Cost $1,611,790,172)				1,459,119,422
	Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENT:
Time Deposit (0.2%)
JP Morgan Chase Nassau 0.001%, 1/2/09 (Amortized Cost $2,140,216)	$	2,140,216		2,140,216
Total Investments (100.3%) (Cost/Amortized Cost $1,613,930,388)				1,461,259,638
Other Assets Less Liabilities (-0.3%)				(4,224,836	)
Net Assets (100%)			$	1,457,034,802

‡ Affiliated company as defined under the Investment Company Act of 1940.

The holdings in Investment Companies are all Class A shares for AXA Premier VIP Trust Portfolios (Multimanager) and Class IA shares for EQ Advisors Trust Portfolios.

See Notes to Financial Statements.

48

AXA PREMIER VIP TRUST

AXA CONSERVATIVE ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Investments in companies which were affiliates for the year ended December 31, 2008, were as follows:

Securities	Market Value December 31, 2007		Purchases at Cost		Sales at Cost		Market Value December 31, 2008		Dividend Income		Realized Gain/(Loss)
EQ/BlackRock Basic Value Equity Portfolio	$	16,736,479	$	42,871,476	$	4,114,909	$	40,859,007	$	1,011,075	$	(374,595)
EQ/BlackRock International Value Portfolio		4,618,790		9,135,845		998,290		8,851,457		298,953		6,703
EQ/Boston Advisors Equity Income Portfolio		—		12,172,395		288,264		11,639,215		241,384		1,582
EQ/Davis New York Venture Portfolio		1,808,042		25,372,414		2,801,823		18,776,904		180,868		(353,123)
EQ/Evergreen International Bond Portfolio		43,351,357		97,890,014		30,349,595		97,180,719		16,474,760		2,382,498
EQ/International Core PLUS Portfolio(a)		4,796,956		24,695,111		1,964,551		20,370,684		462,267		(310,893)
EQ/JPMorgan Core Bond Portfolio		25,841,092		16,683,778		43,272,440		—		635		(1,960,061)
EQ/Large Cap Core PLUS Portfolio(b)		—		37,725,382		450,010		34,200,344		251,905		(101,337)
EQ/Large Cap Growth PLUS Portfolio(c)		—		70,626,209		1,423,863		61,611,302		227,917		(319,732)
EQ/Large Cap Value PLUS Portfolio(d)		25,109,754		8,655,120		30,850,539		4,262,971		196,819		(10,666,051)
EQ/Long Term Bond Portfolio		73,442,724		136,202,077		60,163,584		149,643,370		7,653,352		313,452
EQ/Marsico Focus Portfolio		18,685,766		25,120,569		42,170,069		663,549		17,676		(8,380,672)
EQ/Money Market Portfolio		22,250		327,374,467		2,484,387		324,912,338		465,594		12
EQ/PIMCO Real Return Portfolio		42,156,985		97,242,224		12,513,557		112,339,812		3,421,882		6,001,867
EQ/Quality Bond PLUS Portfolio(e)		8,160,588		20,143,426		2,038,703		23,778,958		1,340,330		(118,742)
EQ/Short Duration Bond Portfolio		179,407,343		388,480,337		327,934,669		223,898,353		13,459,791		(4,859,061)
EQ/Van Kampen Emerging Markets Equity Portfolio		—		15,096,398		8,468,468		4,486,170		22,404		(2,218,514)
Multimanager Aggressive Equity Portfolio		11,107,986		13,768,939		23,806,840		—		1,936		(6,995,522)
Multimanager Core Bond Portfolio		65,612,941		123,703,585		14,277,362		168,735,569		5,473,062		4,601,333
Multimanager High Yield Portfolio		31,482,211		64,723,062		6,012,677		67,910,279		8,084,385		(783,814)
Multimanager International Equity Portfolio		15,791,302		24,444,746		10,027,623		20,480,545		513,044		(234,653)
Multimanager Large Cap Core Equity Portfolio		4,661,572		29,162,977		3,270,479		24,393,123		232,393		(586,394)
Multimanager Large Cap Value Portfolio		15,063,933		25,742,816		2,451,012		28,019,420		595,442		(339,561)
Multimanager Mid Cap Value Portfolio		6,832,833		10,692,307		987,696		12,105,333		102,323		(65,427)
	$	594,690,904	$	1,647,725,674	$	633,121,410	$	1,459,119,422	$	60,730,197	$	(25,360,705)

(a) formerly known as MarketPLUS International Core Portfolio

(b) formerly known as MarketPLUS Large Cap Core Portfolio

(c) formerly known as MarketPLUS Large Cap Growth Portfolio

(d) formerly known as EQ/AllianceBernstein Value Portfolio

(e) formerly known as EQ/AllianceBernstein Quality Bond Portfolio

See Notes to Financial Statements.

49

AXA PREMIER VIP TRUST

AXA CONSERVATIVE ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1 - Quoted prices in active markets for identical securities

•  Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description	Quoted Prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Investments in Securities	$	—	$	1,461,259,638	$	—	$	1,461,259,638
Other Investments*		—		—		—		—
Total	$	—	$	1,461,259,638	$	—	$	1,461,259,638
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*		—		—		—		—
Total	$	—	$	—	$	—	$	—

*Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:
Investment Companies	$	1,647,725,674
Net Proceeds of Sales and Redemptions:
Investment Companies	$	595,130,022
As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:
Aggregate gross unrealized appreciation	$	1,603,990
Aggregate gross unrealized depreciation		(154,242,653	)
Net unrealized depreciation	$	(152,638,663	)
Federal income tax cost of investments	$	1,613,898,301

See Notes to Financial Statements.

50

AXA PREMIER VIP TRUST

AXA CONSERVATIVE-PLUS ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS

December 31, 2008

	Number of Shares	Value (Note 1)
INVESTMENT COMPANIES:
EQ/BlackRock Basic Value Equity Portfolio‡	7,862,341	$	75,998,116
EQ/BlackRock International Value Portfolio‡	2,231,817		19,393,056
EQ/Boston Advisors Equity Income Portfolio‡	7,094,505		30,238,802
EQ/Davis New York Venture Portfolio‡	4,725,537		31,729,579
EQ/Evergreen International Bond Portfolio‡	7,397,647		70,700,872
EQ/Franklin Small Cap Value Portfolio‡	2,586,840		16,769,110
EQ/GAMCO Small Company Value Portfolio‡	861,624		18,044,360
EQ/International Core PLUS Portfolio‡	7,661,054		52,062,000
EQ/Large Cap Core PLUS Portfolio‡	9,193,791		52,046,186
EQ/Large Cap Growth PLUS Portfolio‡	8,570,382		97,018,349
EQ/Large Cap Value PLUS Portfolio‡	716,407		5,555,727
EQ/Long Term Bond Portfolio‡	7,344,790		99,625,819
EQ/Marsico Focus Portfolio‡	109,268		1,128,994
EQ/Money Market Portfolio‡	244,256,282		244,267,280
EQ/PIMCO Real Return Portfolio‡	9,295,806		86,219,885
EQ/Quality Bond PLUS Portfolio‡	2,919,028		25,554,566
EQ/Short Duration Bond Portfolio‡	14,109,220		131,249,720
EQ/Small Company Index Portfolio‡	799,612		5,410,226
EQ/Van Kampen Emerging Markets Equity Portfolio‡	1,298,398		9,926,338
Multimanager Core Bond Portfolio‡	12,507,015		123,328,080
Multimanager High Yield Portfolio‡	15,138,766		53,994,342
Multimanager International Equity Portfolio‡	6,643,932		55,123,733
Multimanager Large Cap Core Equity Portfolio‡	4,487,236		31,337,217
Multimanager Large Cap Value Portfolio‡	7,226,561		52,137,724
Multimanager Mid Cap Growth Portfolio‡	1,195,074		6,110,173
Multimanager Mid Cap Value Portfolio‡	2,293,943		13,250,094
Multimanager Small Cap Value Portfolio‡	694,459		4,809,099
Total Investments (100.1%) (Cost $1,693,730,696)			1,413,029,447
Other Assets Less Liabilities (-0.1%)			(800,635)
Net Assets (100%)		$	1,412,228,812

‡ Affiliated company as defined under the Investment Company Act of 1940.

The holdings in Investment Companies are all Class A shares for AXA Premier VIP Trust Portfolios (Multimanager) and Class IA shares for EQ Advisors Trust Portfolios.

See Notes to Financial Statements.

51

AXA PREMIER VIP TRUST

AXA CONSERVATIVE-PLUS ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Investments in companies which were affiliates for the year ended December 31, 2008, were as follows:

Securities	Market Value December 31, 2007		Purchases at Cost		Sales at Cost		Market Value December 31, 2008		Dividend Income		Realized Gain/(Loss)
EQ/BlackRock Basic Value Equity Portfolio	$	60,911,467	$	58,673,384	$	6,512,987	$	75,998,116	$	1,892,066	$	(615,832	)
EQ/BlackRock International Value Portfolio		20,296,266		13,705,674		2,223,602		19,393,056		660,183		(78,638	)
EQ/Boston Advisors Equity Income Portfolio		—		30,745,613		302,163		30,238,802		638,269		7,045
EQ/Davis New York Venture Portfolio		13,023,924		37,434,292		3,949,513		31,729,579		307,632		(842,776	)
EQ/Evergreen International Bond Portfolio		72,206,238		54,388,304		43,698,543		70,700,872		12,344,933		3,402,846
EQ/Franklin Small Cap Value Portfolio		15,235,270		11,900,241		2,937,489		16,769,110		209,772		(1,029,242	)
EQ/GAMCO Small Company Value Portfolio		11,737,817		16,136,739		3,185,446		18,044,360		167,954		(124,895	)
EQ/International Core PLUS Portfolio(a)		21,231,542		56,373,912		6,154,120		52,062,000		1,198,948		(1,400,998	)
EQ/JPMorgan Core Bond Portfolio		32,114,138		8,624,834		41,560,817		—		125		(2,220,493	)
EQ/Large Cap Core PLUS Portfolio(b)		—		59,693,470		2,963,741		52,046,186		383,452		(151,231	)
EQ/Large Cap Growth PLUS Portfolio(c)		—		113,628,204		3,500,364		97,018,349		360,042		(554,811	)
EQ/Large Cap Value PLUS Portfolio(d)		80,765,786		7,696,816		86,878,447		5,555,727		256,505		(27,213,347	)
EQ/Long Term Bond Portfolio		98,466,941		61,795,765		59,717,108		99,625,819		5,104,330		(1,420,740	)
EQ/Marsico Focus Portfolio		65,793,738		35,886,157		94,751,686		1,128,994		35,614		(18,789,545	)
EQ/Money Market Portfolio		22,250		245,040,124		795,097		244,267,280		378,171		12
EQ/PIMCO Real Return Portfolio		72,741,400		44,401,892		18,395,820		86,219,885		2,645,655		5,393,126
EQ/Quality Bond PLUS Portfolio(e)		22,100,724		11,472,833		4,886,129		25,554,566		1,473,915		(205,600	)
EQ/Short Duration Bond Portfolio		254,683,807		146,272,278		258,152,916		131,249,720		7,916,357		(1,302,001	)
EQ/Small Company Index Portfolio		—		5,692,817		24,798		5,410,226		72,667		474,056
EQ/Van Kampen Emerging Markets Equity Portfolio		—		28,310,657		18,917,957		9,926,338		50,037		(4,525,404	)
Multimanager Aggressive Equity Portfolio		22,622,190		38,582,827		58,525,219		—		5,135		(16,514,420	)
Multimanager Core Bond Portfolio		87,734,958		68,581,478		27,011,221		123,328,080		5,496,893		3,055,578
Multimanager High Yield Portfolio		48,647,273		34,443,530		8,709,717		53,994,342		6,473,946		(1,865,183	)
Multimanager International Equity Portfolio		73,741,775		36,008,713		16,528,805		55,123,733		1,416,052		(41,268	)
Multimanager Large Cap Core Equity Portfolio		17,389,427		31,968,489		2,669,023		31,337,217		305,772		(371,752	)
Multimanager Large Cap Value Portfolio		43,801,606		38,883,381		4,769,575		52,137,724		1,114,572		(611,511	)
Multimanager Mid Cap Growth Portfolio		4,997,559		5,171,193		216,963		6,110,173		—		41,898
Multimanager Mid Cap Value Portfolio		14,461,341		6,598,095		1,123,872		13,250,094		113,053		(100,658	)
Multimanager Small Cap Value Portfolio		5,066,511		2,664,689		117,242		4,809,099		28,850		(16,335	)
	$	1,159,793,948	$	1,310,776,401	$	779,180,380	$	1,413,029,447	$	51,050,900	$	(67,622,119	)

(a) formerly known as MarketPLUS International Core Portfolio

(b) formerly known as MarketPLUS Large Cap Core Portfolio

(c) formerly known as MarketPLUS Large Cap Growth Portfolio

(d) formerly known as EQ/AllianceBernstein Value Portfolio

(e) formerly known as EQ/AllianceBernstein Quality Bond Portfolio

See Notes to Financial Statements.

52

AXA PREMIER VIP TRUST

AXA CONSERVATIVE-PLUS ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1 - Quoted prices in active markets for identical securities

•  Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description	Quoted Prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Investments in Securities	$	—	$	1,413,029,447	$	—	$	1,413,029,447
Other Investments*		—		—		—		—
Total	$	—	$	1,413,029,447	$	—	$	1,413,029,447
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*		—		—		—		—
Total	$	—	$	—	$	—	$	—

*Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:

Investment Companies	$	1,310,776,401
Net Proceeds of Sales and Redemptions:
Investment Companies	$	697,170,877
As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:
Aggregate gross unrealized appreciation	$	977,565
Aggregate gross unrealized depreciation		(281,595,496	)
Net unrealized depreciation	$	(280,617,931	)
Federal income tax cost of investments	$	1,693,647,378

See Notes to Financial Statements.

53

AXA PREMIER VIP TRUST

AXA MODERATE ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS

December 31, 2008

	Number of Shares		Value (Note 1)
INVESTMENT COMPANIES:
EQ/BlackRock Basic Value Equity Portfolio‡		62,676,163	$	605,833,588
EQ/BlackRock International Value Portfolio‡		16,754,498		145,585,817
EQ/Boston Advisors Equity Income Portfolio‡		28,365,693		120,902,663
EQ/Davis New York Venture Portfolio‡		28,822,331		193,527,295
EQ/Evergreen International Bond Portfolio‡		33,234,141		317,625,681
EQ/Franklin Small Cap Value Portfolio‡		13,821,731		89,598,930
EQ/GAMCO Small Company Value Portfolio‡		6,807,842		142,571,633
EQ/International Core PLUS Portfolio‡		57,397,673		390,055,706
EQ/Large Cap Core PLUS Portfolio‡		70,255,142		397,715,402
EQ/Large Cap Growth PLUS Portfolio‡		62,465,669		707,123,244
EQ/Large Cap Value PLUS Portfolio‡		9,952,122		77,178,623
EQ/Long Term Bond Portfolio‡		34,827,855		472,410,152
EQ/Marsico Focus Portfolio‡		478,171		4,940,618
EQ/Money Market Portfolio‡		429,234,906		429,254,234
EQ/PIMCO Real Return Portfolio‡		46,570,274		431,945,718
EQ/Quality Bond PLUS Portfolio‡		58,196,308		509,478,327
EQ/Short Duration Bond Portfolio‡		71,783,083		667,755,504
EQ/Small Company Index Portfolio‡		13,463,959		91,097,972
EQ/Van Kampen Emerging Markets Equity Portfolio‡		10,640,853		81,350,047
Multimanager Core Bond Portfolio‡		97,032,163		956,806,297
Multimanager High Yield Portfolio‡		84,840,809		302,595,580
Multimanager International Equity Portfolio‡		54,824,274		454,868,970
Multimanager Large Cap Core Equity Portfolio‡		27,292,368		190,599,940
Multimanager Large Cap Value Portfolio‡		42,163,501		304,198,513
Multimanager Mid Cap Growth Portfolio‡		10,106,359		51,671,766
Multimanager Mid Cap Value Portfolio‡		19,084,674		110,235,380
Multimanager Small Cap Growth Portfolio*‡		19,756,370		101,941,417
Multimanager Small Cap Value Portfolio‡		4,730,107		32,755,795
Total Investment Companies (99.9%) (Cost $10,655,378,039)				8,381,624,812
		Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENT:
Time Deposit (0.1%)
JP Morgan Chase Nassau 0.001%, 1/2/09 (Amortized Cost $9,305,230)	$	9,305,230		9,305,230

	Principal Amount		Value (Note 1)
Total Investments (100.0%) (Cost/Amortized Cost $10,664,683,269)		$	8,390,930,042
Other Assets Less Liabilities (0.0%)			308,472
Net Assets (100%)		$	8,391,238,514

* Non-income producing.

‡ Affiliated company as defined under the Investment Company Act of 1940.

The holdings in Investment Companies are all Class A shares for AXA Premier VIP Trust Portfolios (Multimanager) and Class IA shares for EQ Advisors Trust Portfolios.

See Notes to Financial Statements.

54

AXA PREMIER VIP TRUST

AXA MODERATE ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Investments in companies which were affiliates for the year ended December 31, 2008, were as follows:

Securities	Market Value December 31, 2007		Purchases at Cost		Sales at Cost		Market Value December 31, 2008		Dividend Income		Realized Gain/(Loss)
EQ/BlackRock Basic Value Equity Portfolio	$	875,037,477	$	152,118,865	$	70,566,672	$	605,833,588	$	15,199,091	$	1,869,229
EQ/BlackRock International Value Portfolio		221,997,464		39,353,189		5,554,725		145,585,817		4,995,869		2,815,821
EQ/Boston Advisors Equity Income Portfolio		—		121,238,561		1,013,719		120,902,663		2,538,661		(36,124	)
EQ/Davis New York Venture Portfolio		58,207,628		246,993,454		9,504,331		193,527,295		1,889,792		(2,608,650	)
EQ/Evergreen International Bond Portfolio		474,161,279		176,251,474		267,577,065		317,625,681		56,821,884		21,339,911
EQ/Franklin Small Cap Value Portfolio		55,219,432		79,544,972		3,562,625		89,598,930		1,124,075		(970,365	)
EQ/GAMCO Small Company Value Portfolio		109,034,880		99,922,055		5,574,877		142,571,633		1,336,782		4,529,670
EQ/International Core PLUS Portfolio(a)		233,108,046		342,835,576		15,778,920		390,055,706		9,080,390		(2,391,401	)
EQ/JPMorgan Core Bond Portfolio		161,259,098		15,601,026		180,729,471		—		1,630		(9,304,677	)
EQ/Large Cap Core PLUS Portfolio(b)		—		435,747,376		4,175,977		397,715,402		2,945,194		(741,123	)
EQ/Large Cap Growth PLUS Portfolio(c)		—		804,225,254		12,844,049		707,123,244		2,642,511		(2,021,587	)
EQ/Large Cap Value PLUS Portfolio(d)		468,688,742		51,609,268		400,525,564		77,178,623		3,563,302		(140,719,057	)
EQ/Long Term Bond Portfolio		369,460,329		147,880,097		42,646,985		472,410,152		24,354,375		(1,879,724	)
EQ/Marsico Focus Portfolio		572,641,425		139,546,953		592,940,445		4,940,618		226,272		(85,737,600	)
EQ/Money Market Portfolio		22,250		430,261,012		1,029,035		429,254,234		468,611		12
EQ/PIMCO Real Return Portfolio		271,166,479		259,404,135		35,751,408		431,945,718		13,311,246		24,461,466
EQ/Quality Bond PLUS Portfolio(e)		979,324,842		37,923,713		451,042,464		509,478,327		30,463,788		(20,524,840	)
EQ/Short Duration Bond Portfolio		857,589,739		252,298,239		385,237,309		667,755,504		40,560,459		(2,346,086	)
EQ/Small Company Index Portfolio		—		101,955,705		193,983		91,097,972		1,227,624		8,014,786
EQ/Van Kampen Emerging Markets Equity Portfolio		281,877,025		60,754,387		113,356,248		81,350,047		412,844		(7,872,883	)
Multimanager Aggressive Equity Portfolio		355,150,517		172,772,110		429,018,767		—		40,429		(95,717,543	)
Multimanager Core Bond Portfolio		981,102,384		281,848,856		259,747,304		956,806,297		51,443,624		17,150,090
Multimanager High Yield Portfolio		437,909,725		104,679,086		116,147,453		302,595,580		36,611,326		(19,657,676	)
Multimanager International Equity Portfolio		637,174,887		168,541,929		6,407,596		454,868,970		11,810,167		8,459,141
Multimanager Large Cap Core Equity Portfolio		207,360,537		98,246,631		6,536,411		190,599,940		1,874,240		(731,117	)
Multimanager Large Cap Value Portfolio		332,042,719		152,144,318		9,719,513		304,198,513		6,540,932		(1,261,217	)
Multimanager Mid Cap Growth Portfolio		141,196,321		5,755,944		53,428,247		51,671,766		—		(3,070,764	)
Multimanager Mid Cap Value Portfolio		209,809,611		6,243,095		49,809,458		110,235,380		946,138		(9,605,458	)
Multimanager Small Cap Growth Portfolio		—		152,237,120		5,758,793		101,941,417		—		(749,747	)
Multimanager Small Cap Value Portfolio		136,332,306		8,349,068		114,270,111		32,755,795		195,417		(29,209,417	)
	$	9,426,875,142	$	5,146,283,468	$	3,650,449,525	$	8,381,624,812	$	322,626,673	$	(348,516,930	)

(a) formerly known as MarketPLUS International Core Portfolio

(b) formerly known as MarketPLUS Large Cap Core Portfolio

See Notes to Financial Statements.

55

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

(c) formerly known as MarketPLUS Large Cap Growth Portfolio

(d) formerly known as EQ/AllianceBernstein Value Portfolio

(e) formerly known as EQ/AllianceBernstein Quality Bond Portfolio

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1 - Quoted prices in active markets for identical securities

•  Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description	Quoted Prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Investments in Securities	$	—	$	8,390,930,042	$	—	$	8,390,930,042
Other Investments*		—		—		—		—
Total	$	—	$	8,390,930,042	$	—	$	8,390,930,042
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*		—		—		—		—
Total	$	—	$	—	$	—	$	—

*Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:

Investment Companies	$	5,146,283,468
Net Proceeds of Sales and Redemptions:
Investment Companies	$	3,189,670,908
As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:
Aggregate gross unrealized appreciation	$	1,314,666
Aggregate gross unrealized depreciation		(2,274,431,068	)
Net unrealized depreciation	$	(2,273,116,402	)
Federal income tax cost of investments	$	10,664,046,444

The Portfolio utilized net capital loss carryforward of $98,248 during 2008

See Notes to Financial Statements.

56

AXA PREMIER VIP TRUST

AXA MODERATE-PLUS ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS

December 31, 2008

	Number of Shares		Value (Note 1)
INVESTMENT COMPANIES:
EQ/BlackRock Basic Value Equity Portfolio‡		91,732,400	$	886,693,862
EQ/BlackRock International Value Portfolio‡		38,916,992		338,163,647
EQ/Boston Advisors Equity Income Portfolio‡		35,351,412		150,677,787
EQ/Davis New York Venture Portfolio‡		42,903,812		288,077,279
EQ/Franklin Small Cap Value Portfolio‡		18,671,709		121,038,754
EQ/GAMCO Small Company Value Portfolio‡		8,456,765		177,103,816
EQ/International Core PLUS Portfolio‡		85,836,422		583,316,094
EQ/Large Cap Core PLUS Portfolio‡		88,502,774		501,015,516
EQ/Large Cap Growth PLUS Portfolio‡		95,052,517		1,076,012,558
EQ/Large Cap Value PLUS Portfolio‡		18,259,863		141,605,091
EQ/Long Term Bond Portfolio‡		30,065,342		407,810,733
EQ/Marsico Focus Portfolio‡		611,607		6,319,320
EQ/Money Market Portfolio‡		148,118,811		148,125,481
EQ/PIMCO Real Return Portfolio‡		30,999,304		287,522,827
EQ/Quality Bond PLUS Portfolio‡		12,363,342		108,234,615
EQ/Short Duration Bond Portfolio‡		59,079,511		549,581,703
EQ/Small Company Index Portfolio‡		7,985,158		54,028,068
EQ/Van Kampen Emerging Markets Equity Portfolio‡		14,751,799		112,778,515
Multimanager Core Bond Portfolio‡		105,799,882		1,043,262,253
Multimanager International Equity Portfolio‡		83,161,938		689,982,411
Multimanager Large Cap Core Equity Portfolio‡		53,144,517		371,141,914
Multimanager Large Cap Value Portfolio‡		74,329,697		536,269,110
Multimanager Mid Cap Growth Portfolio‡		12,140,452		62,071,676
Multimanager Mid Cap Value Portfolio‡		24,579,148		141,972,124
Multimanager Small Cap Growth Portfolio*‡		36,923,140		190,520,694
Multimanager Small Cap Value Portfolio‡		23,944,633		165,815,596
Total Investment Companies (100.0%) (Cost $12,491,868,210)				9,139,141,444
	Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENT:
Time Deposit (0.0%)
JP Morgan Chase Nassau 0.001%, 1/2/09 (Amortized Cost $3,508,052)	$	3,508,052		3,508,052
Total Investments (100.0%) (Cost/Amortized Cost $12,495,376,262)				9,142,649,496
Other Assets Less Liabilities (0.0%)				(2,343,394	)
Net Assets (100%)			$	9,140,306,102

* Non-income producing.

‡ Affiliated company as defined under the Investment Company Act of 1940.

The holdings in Investment Companies are all Class A shares for AXA Premier VIP Trust Portfolios (Multimanager) and Class IA shares for EQ Advisors Trust Portfolios.

See Notes to Financial Statements.

57

AXA PREMIER VIP TRUST

AXA MODERATE-PLUS ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Investments in companies which were affiliates for the year ended December 31, 2008, were as follows:

Securities	Market Value December 31, 2007		Purchases at Cost		Sales at Cost		Market Value December 31, 2008		Dividend Income		Realized Gain/(Loss)
EQ/BlackRock Basic Value Equity Portfolio	$	1,138,526,534	$	273,232,691	$	23,927,358	$	886,693,862	$	22,225,073	$	727,520
EQ/BlackRock International Value Portfolio		590,561,118		101,239,094		82,706,383		338,163,647		11,653,343		12,105,461
EQ/Boston Advisors Equity Income Portfolio		—		152,854,969		887,232		150,677,787		3,178,770		5,604,321
EQ/Davis New York Venture Portfolio		107,204,829		342,525,835		13,667,647		288,077,279		2,816,609		(4,070,713	)
EQ/Franklin Small Cap Value Portfolio		96,260,327		85,056,564		7,470,189		121,038,754		1,512,174		(2,281,524	)
EQ/GAMCO Small Company Value Portfolio		129,105,532		131,089,230		11,233,998		177,103,816		1,654,700		4,289,100
EQ/International Core PLUS Portfolio(a)		337,841,820		532,911,382		19,432,758		583,316,094		13,566,110		(2,149,461	)
EQ/JPMorgan Core Bond Portfolio		244,870,339		26,623,937		278,056,430		—		—		(14,907,929	)
EQ/Large Cap Core PLUS Portfolio(b)		—		562,680,143		4,544,464		501,015,516		3,711,217		(1,041,352	)
EQ/Large Cap Growth PLUS Portfolio(c)		—		1,233,550,824		17,287,975		1,076,012,558		4,027,605		(2,873,353	)
EQ/Large Cap Value PLUS Portfolio(d)		830,567,206		87,905,589		728,899,890		141,605,091		6,537,842		(272,361,640	)
EQ/Long Term Bond Portfolio		501,473,616		122,400,583		212,968,510		407,810,733		21,114,829		(11,114,374	)
EQ/Marsico Focus Portfolio		875,511,044		231,014,499		1,041,522,057		6,319,320		333,568		(234,427,583	)
EQ/Money Market Portfolio		—		148,125,482		—		148,125,481		8,900		—
EQ/PIMCO Real Return Portfolio		268,574,814		123,969,218		63,041,660		287,522,827		8,882,375		16,440,244
EQ/Quality Bond PLUS Portfolio(e)		251,497,643		21,195,026		153,509,837		108,234,615		6,420,415		(11,916,363	)
EQ/Short Duration Bond Portfolio		819,842,982		185,326,275		407,931,876		549,581,703		33,571,582		(4,652,105	)
EQ/Small Company Index Portfolio		70,630,706		60,300,205		80,003,842		54,028,068		722,786		(11,488,422	)
EQ/Van Kampen Emerging Markets Equity Portfolio		500,818,775		121,018,219		297,989,628		112,778,515		572,679		(24,436,344	)
Multimanager Aggressive Equity Portfolio		577,202,793		247,782,220		750,848,468		—		66,308		(225,000,249	)
Multimanager Core Bond Portfolio		832,367,061		402,448,835		142,918,519		1,043,262,253		49,205,433		22,897,126
Multimanager International Equity Portfolio		1,031,554,889		245,836,049		39,941,984		689,982,411		17,965,402		25,105,192
Multimanager Large Cap Core Equity Portfolio		429,005,647		169,058,006		12,018,883		371,141,914		3,658,904		(1,180,343	)
Multimanager Large Cap Value Portfolio		555,384,606		291,744,767		18,407,332		536,269,110		11,538,100		(2,736,198	)
Multimanager Mid Cap Growth Portfolio		93,733,972		15,932,906		2,277,631		62,071,676		—		366,712
Multimanager Mid Cap Value Portfolio		225,390,950		21,031,260		28,267,795		141,972,124		1,218,997		(4,551,316	)
Multimanager Small Cap Growth Portfolio		—		281,044,020		6,269,483		190,520,694		—		(620,643	)
Multimanager Small Cap Value Portfolio		340,107,411		7,890,485		101,127,591		165,815,596		993,644		(24,418,866	)
	$	10,848,034,614	$	6,225,788,313	$	4,547,159,420	$	9,139,141,444	$	227,157,365	$	(768,693,102	)

(a) formerly known as MarketPLUS International Core Portfolio

(b) formerly known as MarketPLUS Large Cap Core Portfolio

(c) formerly known as MarketPLUS Large Cap Growth Portfolio

(d) formerly known as EQ/AllianceBernstein Value Portfolio

(e) formerly known as EQ/AllianceBernstein Quality Bond Portfolio

See Notes to Financial Statements.

58

AXA PREMIER VIP TRUST

AXA MODERATE-PLUS ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1 - Quoted prices in active markets for identical securities

•  Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description	Quoted Prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Investments in Securities	$	—	$	9,142,649,496	$	—	$	9,142,649,496
Other Investments*		—		—		—		—
Total	$	—	$	9,142,649,496	$	—	$	9,142,649,496
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*		—		—		—		—
Total	$	—	$	—	$	—	$	—

*Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:

Investment Companies	$	6,225,788,313
Net Proceeds of Sales and Redemptions:
Investment Companies	$	3,646,785,155
As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:
Aggregate gross unrealized appreciation	$	2,441,473
Aggregate gross unrealized depreciation		(3,354,233,480	)
Net unrealized depreciation	$	(3,351,792,007	)
Federal income tax cost of investments	$	12,494,441,503

See Notes to Financial Statements.

59

AXA PREMIER VIP TRUST

AXA AGGRESSIVE ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS

December 31, 2008

	Number of Shares		Value (Note 1)
INVESTMENT COMPANIES:
EQ/BlackRock Basic Value Equity Portfolio‡		31,740,663	$	306,808,182
EQ/BlackRock International Value Portfolio‡		20,192,387		175,458,865
EQ/Boston Advisors Equity Income Portfolio‡		8,804,513		37,527,342
EQ/Davis New York Venture Portfolio‡		20,609,321		138,381,107
EQ/Franklin Small Cap Value Portfolio‡		8,191,545		53,101,425
EQ/GAMCO Small Company Value Portfolio‡		3,746,072		78,451,236
EQ/International Core PLUS Portfolio‡		22,817,521		155,060,371
EQ/Large Cap Core PLUS Portfolio‡		28,124,462		159,212,995
EQ/Large Cap Growth PLUS Portfolio‡		37,154,799		420,599,387
EQ/Large Cap Value PLUS Portfolio‡		6,504,379		50,441,408
EQ/Marsico Focus Portfolio‡		441,417		4,560,860
EQ/PIMCO Real Return Portfolio‡		2,734,778		25,365,447
EQ/Quality Bond PLUS Portfolio‡		649,789		5,688,561
EQ/Small Company Index Portfolio‡		917,335		6,206,744
EQ/Van Kampen Emerging Markets Equity Portfolio‡		4,939,207		37,760,579
Multimanager Core Bond Portfolio‡		14,452,209		142,509,078
Multimanager International Equity Portfolio‡		24,876,987		206,400,719
Multimanager Large Cap Core Equity Portfolio‡		18,196,309		127,076,383
Multimanager Large Cap Value Portfolio‡		29,492,926		212,783,663
Multimanager Mid Cap Growth Portfolio‡		4,201,838		21,483,145
Multimanager Mid Cap Value Portfolio‡		6,232,032		35,996,970
Multimanager Small Cap Growth Portfolio*‡		13,606,542		70,208,759
Multimanager Small Cap Value Portfolio‡		4,310,524		29,850,203
Total Investment Companies (99.9%) (Cost $3,696,087,058)				2,500,933,429
	Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENT:
Time Deposit (0.1%)
JP Morgan Chase Nassau 0.001%, 1/2/09 (Amortized Cost $908,395)	$	908,395		908,395
Total Investments (100.0%) (Cost/Amortized Cost $3,696,995,453)				2,501,841,824
Other Assets Less Liabilities (0.0%)				981,881
Net Assets (100%)			$	2,502,823,705

* Non-income producing.

‡ Affiliated company as defined under the Investment Company Act of 1940.

The holdings in Investment Companies are all Class A shares for AXA Premier VIP Trust Portfolios (Multimanager) and Class IA shares for EQ Advisors Trust Portfolios.

See Notes to Financial Statements.

60

AXA PREMIER VIP TRUST

AXA AGGRESSIVE ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Investments in companies which were affiliates for the year ended December 31, 2008, were as follows:

Securities	Market Value December 31, 2007		Purchases at Cost		Sales at Cost		Market Value December 31, 2008		Dividend Income		Realized Gain/(Loss)
EQ/BlackRock Basic Value Equity Portfolio	$	373,050,328	$	117,916,713	$	16,906,386	$	306,808,182	$	7,723,421	$	(1,371,557	)
EQ/BlackRock International Value Portfolio		304,216,093		47,464,221		31,904,264		175,458,865		6,088,795		8,922,925
EQ/Boston Advisors Equity Income Portfolio		—		39,031,823		1,199,234		37,527,342		811,114		(9,710	)
EQ/Davis New York Venture Portfolio		56,209,996		173,703,228		19,967,409		138,381,107		1,371,402		(3,717,490	)
EQ/Franklin Small Cap Value Portfolio		61,755,001		22,398,649		8,362,834		53,101,425		674,451		(2,848,435	)
EQ/GAMCO Small Company Value Portfolio		73,590,462		47,777,468		11,308,843		78,451,236		742,612		316,919
EQ/International Core PLUS Portfolio(a)		79,983,535		191,056,791		26,702,884		155,060,371		3,743,535		(2,354,105	)
EQ/JPMorgan Core Bond Portfolio		34,410,967		2,257,980		37,600,013		—		764		(2,330,404	)
EQ/Large Cap Core PLUS Portfolio(b)		—		182,011,665		4,083,935		159,212,995		1,186,549		(764,426	)
EQ/Large Cap Growth PLUS Portfolio(c)		—		487,115,132		15,947,416		420,599,387		1,588,162		(2,105,246	)
EQ/Large Cap Value PLUS Portfolio(d)		324,173,884		30,365,431		294,577,912		50,441,408		2,328,857		(104,334,046	)
EQ/Marsico Focus Portfolio		357,649,623		97,085,441		432,096,958		4,560,860		161,350		(99,880,403	)
EQ/PIMCO Real Return Portfolio		36,806,250		9,483,306		16,610,034		25,365,447		791,402		1,080,661
EQ/Quality Bond PLUS Portfolio(e)		37,440,602		1,955,268		33,750,664		5,688,561		343,532		(3,272,662	)
EQ/Small Company Index Portfolio		—		7,392,002		370,698		6,206,744		84,225		479,283
EQ/Van Kampen Emerging Markets Equity Portfolio		141,789,592		48,242,699		101,251,460		37,760,579		194,118		(20,219,956	)
Multimanager Aggressive Equity Portfolio		215,700,402		108,663,224		304,300,982		—		24,588		(98,702,812	)
Multimanager Core Bond Portfolio		75,260,643		77,653,129		3,946,540		142,509,078		5,584,782		3,826,884
Multimanager International Equity Portfolio		360,799,589		93,280,405		62,774,901		206,400,719		5,409,536		14,184,406
Multimanager Large Cap Core Equity Portfolio		150,492,947		57,691,859		8,404,447		127,076,383		1,262,984		(1,282,353	)
Multimanager Large Cap Value Portfolio		236,104,203		103,890,324		13,162,042		212,783,663		4,624,036		(2,272,476	)
Multimanager Mid Cap Growth Portfolio		32,539,706		5,701,445		1,040,961		21,483,145		—		34,647
Multimanager Mid Cap Value Portfolio		44,946,093		12,048,437		1,846,175		35,996,970		309,506		20,832
Multimanager Small Cap Growth Portfolio		—		104,660,297		4,747,492		70,208,759		—		(482,767	)
Multimanager Small Cap Value Portfolio		129,559,890		2,802,986		104,140,498		29,850,203		179,076		(26,583,190	)
	$	3,126,479,806	$	2,071,649,923	$	1,557,004,982	$	2,500,933,429	$	45,228,797	$	(343,665,481	)

See Notes to Financial Statements.

61

AXA PREMIER VIP TRUST

AXA AGGRESSIVE ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1 - Quoted prices in active markets for identical securities

•  Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description	Quoted Prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Investments in Securities	$	—	$	2,501,841,824	$	—	$	2,501,841,824
Other Investments*		—		—		—		—
Total	$	—	$	2,501,841,824	$	—	$	2,501,841,824
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*		—		—		—		—
Total	$	—	$	—	$	—	$	—

*Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:

Investment Companies	$	2,071,649,923
Net Proceeds of Sales and Redemptions:
Investment Companies	$	1,177,566,690
As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:
Aggregate gross unrealized appreciation	$	1,910
Aggregate gross unrealized depreciation		(1,194,903,519	)
Net unrealized depreciation	$	(1,194,901,609	)
Federal income tax cost of investments	$	3,696,743,433

See Notes to Financial Statements.

62

AXA PREMIER VIP TRUST

MULTIMANAGER AGGRESSIVE EQUITY PORTFOLIO

PORTFOLIO OF INVESTMENTS

December 31, 2008

	Number of Shares	Value (Note 1)
COMMON STOCKS:
Consumer Discretionary (15.5%)
Auto Components (0.1%)
BorgWarner, Inc.^	34,500	$	751,065
Automobiles (0.1%)
Toyota Motor Corp. (ADR)^	9,400		615,136
Diversified Consumer Services (0.2%)
Apollo Global Management LLC, Class A*	450,000		450,000
New Oriental Education & Technology Group (ADR)*^	21,900		1,202,529
			1,652,529
Hotels, Restaurants & Leisure (5.3%)
Ctrip.com International Ltd. (ADR)^	19,587		466,171
International Game Technology	423,500		5,035,415
Las Vegas Sands Corp.*	641,680		3,805,162
McDonald’s Corp.	351,159		21,838,578
Wynn Resorts Ltd.*^	149,414		6,314,236
Yum! Brands, Inc.	173,400		5,462,100
			42,921,662
Household Durables (0.2%)
D.R. Horton, Inc.	272,145		1,924,065
Internet & Catalog Retail (1.8%)
Amazon.com, Inc.*^	228,380		11,711,326
Liberty Media Corp., Interactive, Class A*	294,590		919,121
priceline.com, Inc.*^	23,100		1,701,315
			14,331,762
Media (5.0%)
Cablevision Systems Corp. - New York Group, Class A^	653,980		11,013,023
CBS Corp., Class B^	37,760		309,254
Comcast Corp., Class A	74,700		1,260,936
Comcast Corp., Special Class A^	945,634		15,271,990
Liberty Global, Inc., Class A*^	24,390		388,289
Liberty Media Corp., Capital Series, Class A*	194,510		916,142
Liberty Media Corp., Entertainment Series, Class A*	272,730		4,767,320
Sirius XM Radio, Inc.*	1,229,970		147,596
Viacom, Inc., Class B*	37,060		706,364
Walt Disney Co.^	234,750		5,326,478
			40,107,392
Multiline Retail (0.8%)
Target Corp.	178,123		6,150,587
Specialty Retail (1.3%)
Lowe’s Cos., Inc.	465,382		10,015,021
Ross Stores, Inc.	28,400		844,332
			10,859,353
Textiles, Apparel & Luxury Goods (0.7%)
NIKE, Inc., Class B^	80,700		4,115,700
Polo Ralph Lauren Corp.^	33,370		1,515,332
			5,631,032
Total Consumer Discretionary			124,944,583

	Number of Shares	Value (Note 1)
Consumer Staples (4.7%)
Beverages (1.1%)
PepsiCo, Inc.	160,700	$	8,801,539
Food & Staples Retailing (3.6%)
CVS Caremark Corp.	645,946		18,564,488
Wal-Mart Stores, Inc.	191,373		10,728,371
			29,292,859
Total Consumer Staples			38,094,398
Energy (8.7%)
Energy Equipment & Services (4.3%)
FMC Technologies, Inc.*	17,900		426,557
Halliburton Co.^	309,600		5,628,528
National Oilwell Varco, Inc.*^	244,963		5,986,896
Transocean Ltd.*^	234,067		11,059,666
Weatherford International Ltd.*	1,063,140		11,503,174
			34,604,821
Oil, Gas & Consumable Fuels (4.4%)
Anadarko Petroleum Corp.	636,940		24,554,037
Denbury Resources, Inc.*	166,955		1,823,149
Petroleo Brasileiro S.A. (ADR)	87,269		2,137,218
Southwestern Energy Co.*	23,000		666,310
XTO Energy, Inc.	190,800		6,729,516
			35,910,230
Total Energy			70,515,051
Financials (9.5%)
Capital Markets (2.8%)
Goldman Sachs Group, Inc.	132,264		11,161,759
Merrill Lynch & Co., Inc.	100,900		1,174,476
State Street Corp.	211,800		8,330,094
TD Ameritrade Holding Corp.*	161,472		2,300,976
			22,967,305
Commercial Banks (3.5%)
Industrial & Commercial Bank of China Ltd., Class H	13,087,000		6,955,324
U.S. Bancorp	314,228		7,858,842
Wells Fargo & Co.^	415,580		12,251,299
			27,065,465
Consumer Finance (0.8%)
American Express Co.	360,700		6,690,985
Diversified Financial Services (2.4%)
Interactive Brokers Group, Inc., Class A*	92,370		1,652,499
JPMorgan Chase & Co.	240,568		7,585,109
NASDAQ OMX Group, Inc.*^	135,972		3,359,868
NYSE Euronext, Inc.^	259,100		7,094,158
			19,691,634
Total Financials			76,415,389
Health Care (22.3%)
Biotechnology (11.9%)
Alnylam Pharmaceuticals, Inc.*^	52,945		1,309,330
Amgen, Inc.*	337,610		19,496,978
Biogen Idec, Inc.*^	424,020		20,196,073
Celera Corp.*	205,091		2,282,663
Cepheid, Inc.*^	306,308		3,179,477
Genentech, Inc.*^	223,824		18,557,248
Genomic Health, Inc.*	127,200		2,477,856
Genzyme Corp.*	318,770		21,156,763
Gilead Sciences, Inc.*^	94,859		4,851,089

See Notes to Financial Statements.

63

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MULTIMANAGER AGGRESSIVE EQUITY PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Number of Shares	Value (Note 1)
Vertex Pharmaceuticals, Inc.*^	75,410	$	2,290,956
			95,798,433
Health Care Equipment & Supplies (2.6%)
Cerus Corp.*	96,300		67,410
Covidien Ltd.^	205,190		7,436,086
Given Imaging Ltd.*^	477,848		3,956,581
Medtronic, Inc.	144,000		4,524,480
Zimmer Holdings, Inc.*	115,100		4,652,342
			20,636,899
Health Care Providers & Services (3.4%)
Aetna, Inc.	246,300		7,019,550
UnitedHealth Group, Inc.	754,390		20,066,774
			27,086,324
Life Sciences Tools & Services (0.4%)
Compugen Ltd.*^	166,250		71,488
Illumina, Inc.*^	69,160		1,801,618
Qiagen N.V.*^	55,490		974,404
			2,847,510
Pharmaceuticals (4.0%)
Allergan, Inc.	133,500		5,382,720
BioMimetic Therapeutics, Inc.*	66,815		616,034
Forest Laboratories, Inc.*	579,090		14,749,422
Johnson & Johnson	73,231		4,381,411
King Pharmaceuticals, Inc.*	137,150		1,456,533
Schering-Plough Corp.	148,387		2,527,031
Teva Pharmaceutical Industries Ltd. (ADR)	25,400		1,081,278
Valeant Pharmaceuticals International*^	103,300		2,365,570
			32,559,999
Total Health Care			178,929,165
Industrials (14.9%)
Aerospace & Defense (5.1%)
Boeing Co.	115,500		4,928,385
General Dynamics Corp.	180,571		10,399,084
L-3 Communications Holdings, Inc.	151,630		11,187,261
Lockheed Martin Corp.^	169,118		14,219,441
			40,734,171
Air Freight & Logistics (0.8%)
United Parcel Service, Inc., Class B^	114,800		6,332,368
Airlines (0.2%)
Continental Airlines, Inc., Class B*^	96,493		1,742,664
Construction & Engineering (3.0%)
Fluor Corp.^	8,170		366,588
Foster Wheeler Ltd.*	200,400		4,685,352
Quanta Services, Inc.*^	490,965		9,721,106
Shaw Group, Inc.*^	355,525		7,277,597
URS Corp.*^	48,728		1,986,641
			24,037,284
Electrical Equipment (0.1%)
Baldor Electric Co.^	49,400		881,790
Industrial Conglomerates (1.5%)
General Electric Co.^	390,400		6,324,480
Tyco International Ltd.	283,370		6,120,792
			12,445,272
Machinery (1.7%)
Caterpillar, Inc.^	221,400		9,889,938
PACCAR, Inc.^	25,900		740,740

	Number of Shares	Value (Note 1)
Pall Corp.	118,290	$	3,362,985
			13,993,663
Road & Rail (2.5%)
Norfolk Southern Corp.	166,931		7,854,104
Union Pacific Corp.^	249,674		11,934,417
			19,788,521
Total Industrials			119,955,733
Information Technology (20.2%)
Communications Equipment (5.0%)
Arris Group, Inc.*^	54,743		435,207
Cisco Systems, Inc.*	519,600		8,469,480
Juniper Networks, Inc.*^	204,748		3,585,137
Nokia Oyj (ADR)	638,060		9,953,736
QUALCOMM, Inc.	472,101		16,915,379
			39,358,939
Computers & Peripherals (2.7%)
Apple, Inc.*^	94,290		8,047,652
EMC Corp.*^	794,600		8,319,461
NetApp, Inc.*^	173,830		2,428,405
SanDisk Corp.*^	192,310		1,846,176
Seagate Technology^	282,650		1,252,140
			21,893,834
Electronic Equipment, Instruments & Components (1.3%)
Dolby Laboratories, Inc., Class A*^	55,800		1,828,008
Itron, Inc.*^	36,630		2,334,796
Trimble Navigation Ltd.*^	40,100		866,561
Tyco Electronics Ltd.	315,960		5,121,712
			10,151,077
Internet Software & Services (3.5%)
eBay, Inc.*	332,900		4,647,284
Equinix, Inc.*^	21,430		1,139,862
Google, Inc., Class A*^	32,046		9,858,952
MercadoLibre, Inc.*^	62,400		1,023,984
Move, Inc.*^	1,567,140		2,507,424
Yahoo!, Inc.*	756,700		9,231,740
			28,409,246
IT Services (2.6%)
Mastercard, Inc., Class A	58,395		8,346,397
Visa, Inc., Class A	241,893		12,687,288
			21,033,685
Semiconductors & Semiconductor Equipment (2.6%)
Advanced Micro Devices, Inc.*	253,361		547,260
Broadcom Corp., Class A*	394,080		6,687,539
Cree, Inc.*	79,190		1,256,745
DSP Group, Inc.*^	49,860		399,877
Intel Corp.	121,190		1,776,645
Lam Research Corp.*^	55,680		1,184,870
Micron Technology, Inc.*^	341,710		902,114
Netlogic Microsystems, Inc.*	66,707		1,468,221
Silicon Laboratories, Inc.*^	80,023		1,982,970
Teradyne, Inc.*	55,880		235,814
Texas Instruments, Inc.	303,700		4,713,424
			21,155,479
Software (2.5%)
Activision Blizzard, Inc.*	131,150		1,133,136
Autodesk, Inc.*	106,490		2,092,529
Electronic Arts, Inc.*^	243,355		3,903,413
Microsoft Corp.^	229,100		4,453,703
Nuance Communications, Inc.*^	179,425		1,858,843
Oracle Corp.*	59,098		1,047,808
Red Hat, Inc.*	133,150		1,760,243
Salesforce.com, Inc.*^	69,765		2,233,178

See Notes to Financial Statements.

64

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Number of Shares		Value (Note 1)
Shanda Interactive Entertainment Ltd. (ADR)*^		38,546	$	1,247,349
Wind River Systems, Inc.*		47,900		432,537
				20,162,739
Total Information Technology				162,164,999
Materials (2.8%)
Chemicals (2.8% )
Air Products & Chemicals, Inc		15,200		764,104
Monsanto Co.^		224,866		15,819,323
Mosaic Co.		138,600		4,795,560
Sociedad Quimica y Minera de Chile S.A. (ADR)		50,000		1,219,500
Total Materials				22,598,487
Utilities (0.1%)
Electric Utilities (0.1%)
ITC Holdings Corp.		22,440		980,179
Total Utilities				980,179
Total Common Stocks (98.7%) (Cost $1,083,777,810)				794,597,984
INVESTMENT COMPANY:
Exchange Traded Fund (ETF) (0.2%)
PowerShares QQQ (Cost $1,831,476)		63,100		1,876,594
	Number of Warrants		Value (Note 1)
WARRANT:
Health Care (0.0%)
Biotechnology (0.0%)
Curis, Inc., expiring 10/14/09(b)*† (Cost $—)		48,100		—
	Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENTS:
Short-Term Investments of Cash Collateral for Securities Loaned (20.6%)
Banco de Sabadell S.A.
3.87%, 4/23/09 (l)	$	5,470,000		5,443,837
BBVA Senior Finance S.A.
2.15%, 3/12/10 (l)		4,010,000		3,923,136
Citigroup Funding, Inc.
0.36%, 3/16/09 (l)		5,470,000		5,436,349
Comerica Bank
1.06%, 3/16/09 (l)		1,819,973		1,774,279
Deutsche Bank Securities, Inc., Repurchase Agreement
0.10%, 1/2/09 (r)(u)		83,201,030		83,201,030
General Electric Capital Corp.
0.40%, 3/12/10 (l)		730,000		696,840
Goldman Sachs Group, Inc.
0.41%, 3/27/09 (l)		5,110,000		5,083,852
Hartford Life, Inc.
1.62%, 2/2/09 (l)		1,460,000		1,460,000
K2 (USA) LLC
0.37%, 5/29/09 (l)		7,288,999		7,242,349
0.37%, 6/18/09 (l)		9,118,664		9,052,645
Lehman Brothers Holdings, Inc.
0.00%, 8/21/09 (h)(s)		4,559,978		410,403
Links Finance LLC
0.37%, 6/25/09 (l)		2,729,662		2,705,303

	Principal Amount		Value (Note 1)
MBIA Global Funding LLC
0.37%, 3/30/09 (l)	$	4,560,000	$	4,489,461
Monumental Global Funding II
0.43%, 5/26/10 (l)		8,570,000		7,370,200
Morgan Stanley
2.87%, 2/9/09 (l)		14,206,715		14,206,715
0.19%, 5/7/09 (l)		9,120,000		8,966,391
Pricoa Global Funding I
0.40%, 6/25/10 (l)		5,469,182		4,837,174
Total Short-Term Investments of Cash Collateral for Securities Loaned				166,299,964
Time Deposit (1.6%)
JP Morgan Chase Nassau
0.001%, 1/2/09		12,935,119		12,935,119
Total Short-Term Investments (22.2%) (Cost/Amortized Cost $185,829,322)				179,235,083
Total Investments (121.1%) (Cost/Amortized Cost $1,271,438,608)				975,709,661
Other Assets Less Liabilities (-21.1%)				(169,806,267	)
Net Assets (100%)			$	805,903,394

* Non-income producing.

^ All, or a portion of security out on loan (See Note 1).

† Securities (totaling $0 or 0.0% of net assets) at fair value.

(b) Illiquid Security.

(h) Security in default.

(l) Floating Rate Security. Rate disclosed is as of December 31, 2008.

(r) The repurchase agreements are fully collateralized by U.S. government and/or agency obligations based on market prices at the date of this portfolio of investments.

(s) Issuer in bankruptcy.

(u) Represents the Portfolio’s undivided interest in a joint repurchase agreement. The repurchase agreement was fully collateralized by U.S. government agency securities at the date of this Portfolio of Investments as follows: Federal Home Loan Mortgage Corp., 0.000% - 7.500%, maturing 3/15/23 – 6/15/38; Federal National Mortgage Association, 0.000% -7.000%, maturing 5/25/09 – 10/1/38; Government National Mortgage Association, 0.000% - 7.390%, maturing 10/16/27 – 11/16/44.

Glossary:

ADR—    American Depositary Receipt

See Notes to Financial Statements.

65

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MULTIMANAGER AGGRESSIVE EQUITY PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Investments in companies which were affiliates for the year ended December 31, 2008, were as follows:

Securities	Market Value December 31, 2007		Purchases at Cost		Sales at Cost		Market Value December 31, 2008		Dividend Income		Realized Loss
Compugen Ltd.	$	2,125,520	$	362,615	$	8,227,242	$	71,488	$	—	$	(7,378,337	)

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1 - Quoted prices in active markets for identical securities

•  Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description	Quoted Prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Investments in Securities	$	789,069,254	$	186,640,407	$	—	$	975,709,661
Other Investments*	$	—		—		—		—
Total	$	789,069,254	$	186,640,407	$	—	$	975,709,661
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*	$	—		—		—		—
Total	$	—	$	—	$	—	$	—

* Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:

Stocks and long-term corporate debt securities	$	2,087,202,606
Net Proceeds of Sales and Redemptions:
Stocks and long-term corporate debt securities	$	2,655,160,581

As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	—
Aggregate gross unrealized depreciation		(377,908,739)
Net unrealized depreciation	$	(377,908,739)
Federal income tax cost of investments	$	1,353,618,400

At December 31, 2008, the Portfolio had loaned securities with a total value of $171,611,953. This was secured by collateral of $172,894,203 which was received as cash and subsequently invested in short-term investments currently valued at $166,299,964, as reported in the portfolio of investments.

For the year ended December 31, 2008, the Portfolio incurred approximately $104,979 as brokerage commissions with Sanford C. Bernstein & Co., Inc., an affiliated broker/dealer.

See Notes to Financial Statements.

66

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MULTIMANAGER AGGRESSIVE EQUITY PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

The Portfolio has a net capital loss carryforward of $960,635,594 of which $197,479,160 expires in the year 2010, $67,203,341 expires in the year 2011, and $695,953,093 expires in the year 2016.

See Notes to Financial Statements.

67

AXA PREMIER VIP TRUST

MULTIMANAGER CORE BOND PORTFOLIO

PORTFOLIO OF INVESTMENTS

December 31, 2008

	Principal Amount		Value (Note 1)
LONG-TERM DEBT SECURITIES:
Asset-Backed and Mortgage-Backed Securities (15.4%)
Asset-Backed Securities (4.7%)
Aegis Asset Backed Securities Trust,
Series 2006-1 A1
0.551%, 1/25/37(b)(l)	$	.2,542,234	$	2,382,212
Ameriquest Mortgage Securities, Inc.,
Series 2004-R11 A1
0.774%, 11/25/34(b)(l)		3,166,159		2,196,950
Amortizing Residential Collateral Trust,
Series 2002-BC3M A
0.741%, 6/25/32(b)(l)		33,110		22,758
Series 2002-BC4 A
0.761%, 7/25/32(b)(l)		8,882		5,677
Asset Backed Funding Certificates,
Series 2006-OPT3 A3A
0.531%, 11/25/36(b)(l)		2,434,134		2,295,485
Bank of America Credit Card Trust,
Series 2008-A5 A5
2.395%, 12/16/13(l)		12,000,000		10,667,192
Series 2008-A9 A9
4.070%, 7/16/12		12,030,000		11,601,810
Bear Stearns Asset Backed Securities Trust,
Series 2002-2 A1
1.131%, 10/25/32(b)(l)		19,685		11,634
Series 2003-2 A2
0.921%, 3/25/43(b)(l)		63,258		61,078
Cendant Mortgage Corp.,
Series 2003-A A1
5.988%, 7/25/43(b)(l)§		67,876		64,252
Chase Issuance Trust,
Series 2007-A17 A
5.120%, 10/15/14		9,100,000		8,441,976
Series 2008-A7 A7
1.845%, 11/15/11(l)		1,800,000		1,723,185
Series 2008-A9 A9
4.260%, 5/15/13		11,260,000		10,530,048
Countrywide Asset-Backed Certificates,
Series 2006-19 2A1
0.531%, 3/25/37(b)(l)		1,853,416		1,791,201
CS First Boston Mortgage Securities Corp.,
Series 2001-HE17 A1
1.091%, 1/25/32(b)(l)		26,981		13,358
Daimler Chrysler Auto Trust,
Series 2006-B A3
5.330%, 8/8/10		1,927,354		1,913,736
Series 2006-C A3
5.020%, 7/8/10		3,975,154		3,953,695
Series 2006-D A4
4.940%, 2/8/12		9,900,000		9,309,173
Ford Credit Auto Owner Trust,
Series 2006-B A3
5.260%, 10/15/10		6,300,112		6,246,745
GSAA Home Equity Trust,
Series 2006-5 2A1
0.541%, 3/25/36(b)(l)		2,294,936		1,950,929
Home Equity Asset Trust,
Series 2002-1 A4
1.071%, 11/25/32(b)(l)		4,106		1,551
Honda Auto Receivables Owner Trust,
Series 2008-1 A2
3.770%, 9/20/10		12,365,000		12,183,591

	Principal Amount		Value (Note 1)
Mid-State Trust,
Series 4 A
8.330%, 4/1/30	$	236,434	$	207,918
Nissan Auto Receivables Owner Trust,
Series 2006-B A3
5.160%, 2/15/10		1,150,092		1,149,291
Series 2008-B A2
3.800%, 10/15/10		11,900,000		11,654,910
Renaissance Home Equity Loan Trust,
Series 2003-2 A
0.911%, 8/25/33(b)(l)		38,841		27,780
Series 2003-3 A
0.971%, 12/25/33(b)(l)		234,507		177,867
Salomon Brothers Mortgage Securities VII, Inc.,
Series 2002-CIT1 A
0.771%, 3/25/32(b)(l)		35,258		32,216
Saxon Asset Securities Trust,
Series 2002-1 AV2
1.011%, 1/25/32(b)(l)		617		616
SLM Student Loan Trust,
Series 2008-5 A2
4.635%, 10/25/16(l)		14,040,000		13,138,365
Series 2008-5 A3
4.835%, 1/25/18(l)		3,550,000		3,091,279
Series 2008-5 A4
5.235%, 7/25/23(l)		9,560,000		7,697,202
Series 2008-9 A
5.035%, 4/25/23(l)		19,600,000		18,369,508
Structured Asset Receivables Trust,
Series 2003-2A CTFS
4.819%, 1/21/09(l)§		273,354		259,687
Structured Asset Securities Corp.,
Series 2002-HF1 A
0.761%, 1/25/33(b)(l)		99,101		74,591
Series 2003-AL2 A
3.357%, 1/25/31§		680,345		502,008
TIAA Real Estate CDO Ltd.,
Series 2001-C1A A4
6.680%, 6/19/31(l)§		6,145,770		6,102,496
USAA Auto Owner Trust,
Series 2006-4 A3
5.010%, 6/15/11		8,452,777		8,397,123
Series 2007-1 A2
5.400%, 4/15/10		1,602,495		1,602,126
Wells Fargo Home Equity Trust,
Series 2005-2 AII2
0.711%, 10/25/35(b)(l)§		227,475		211,430
				160,064,649
Non-Agency CMO (10.7%)
American Home Mortgage Assets,
Series 2006-6 A1A
0.661%, 12/25/46(l)		1,428,575		591,459
Banc of America Alternative Loan Trust,
Series 2004-5 4A1
5.000%, 6/25/19		1,222,184		1,080,243
Series 2004-6 4A1
5.000%, 7/25/19		1,233,564		1,019,233
Banc of America Commercial Mortgage, Inc.,
Series 2000-1 A2A
7.333%, 11/15/31(l)		5,302,981		5,288,077
Series 2001-1 A2
6.503%, 4/15/36		3,950,074		3,876,759

See Notes to Financial Statements.

68

AXA PREMIER VIP TRUST

MULTIMANAGER CORE BOND PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount		Value (Note 1)
Series 2002-PB2 A4
6.186%, 6/11/35#	$	.5,320,000	$	5,093,886
Banc of America Funding Corp.,
Series 2006-A 1A1
4.622%, 2/20/36(l)		1,758,934		1,496,696
Bear Stearns Adjustable Rate Mortgage Trust,
Series 2005-10 A2
4.750%, 10/25/35(l)		2,700,000		1,798,389
Series 2007-4 22A1
5.994%, 6/25/47(l)		2,357,386		1,433,120
Bear Stearns Alt-A Trust,
Series 2006-6 31A1
5.752%, 11/25/36(l)		4,200,184		1,956,740
Series 2006-6 32A1
5.747%, 11/25/36(l)		4,298,707		2,003,918
Bear Stearns Commercial Mortgage Securities, Inc.,
Series 2000-WF2 A2
7.320%, 10/15/32(l)		2,865,140		2,853,359
Series 2003-T12 A4
4.680%, 8/13/39(l)		6,825,000		6,173,655
Chase Commercial Mortgage Securities Corp.,
Series 1999-2 A2
7.198%, 1/15/32		490,756		489,102
Series 2000-3 A2
7.319%, 10/15/32		2,002,148		1,992,424
Citigroup Commercial Mortgage Trust, Inc.,
Series 2005-EMG A2
4.221%, 9/20/51§		4,040,224		3,901,954
Series 2007-C6 AM
5.700%, 12/10/49(l)		3,575,000		1,637,436
Series 2008-C7 A4
6.096%, 12/10/49(l)		7,559,313		5,836,324
Citigroup Mortgage Loan Trust, Inc.,
Series 2005-4 A
5.343%, 9/25/35(l)		22,508,104		15,564,881
Series 2006-AR1 1A1
4.900%, 10/25/35(l)		7,675,246		4,845,202
Citigroup/Deutsche Bank Commercial Mortgage Trust,
Series 2007-CD5 A4
5.886%, 11/15/44(l)		3,525,000		2,658,171
Citimortgage Alternative Loan Trust,
Series 2007-A8 A1
6.000%, 10/25/37		8,889,254		4,261,286
Commercial Mortgage Pass Through Certificates,
Series 2000-C1 A2
7.416%, 8/15/33(l)		4,882,200		4,882,716
Series 2007-C9 A4
5.816%, 12/10/49(l)^		9,890,000		7,499,239
Countrywide Alternative Loan Trust,
Series 2003-J3 2A1
6.250%, 12/25/33		183,162		159,042
Series 2006-OA10 1A1
3.216%, 8/25/46(l)		1,478,367		636,928
Series 2006-OA21 A1
0.698%, 3/20/47(l)		3,941,648		1,615,154
Series 2006-OC8 2A1A
0.561%, 11/25/36(l)		2,817,333		2,649,656
Countrywide Home Loan Mortgage Pass Through Trust,
Series 2003-R4 1A3
6.000%, 11/25/26§		10,780		10,780
Series 2003-R4 2A
6.500%, 1/25/34(l)§		242,810		225,434

	Principal Amount		Value (Note 1)
Series 2006-OA5 2A1
0.671%, 4/25/46(l)	$	1,732,931	$	678,556
Series 2007-16 A1
6.500%, 10/25/37		5,075,704		3,443,551
Credit Suisse Mortgage Capital Certificates,
Series 2006-3 1A1A
0.561%, 4/25/36(l)		316,439		312,666
Series 2006-8 3A1
6.000%, 10/25/21		2,278,262		1,338,479
Series 2006-C5 A3
5.311%, 12/15/39		10,020,000		7,774,764
CS First Boston Mortgage Securities Corp.,
Series 2002-CKS4 A2
5.183%, 11/15/36		5,105,000		4,666,153
Series 2002-CP3 A3
5.603%, 7/15/35		7,210,000		6,699,617
Series 2002-CP5 A2
4.940%, 12/15/35		6,905,000		6,212,284
Series 2002-P1A A
4.556%, 3/25/32(l)§		18,755		13,877
Series 2003-C3 A5
3.936%, 5/15/38		7,430,000		6,320,216
Series 2005-C2 A4
4.832%, 4/15/37		4,760,000		3,880,208
CW Capital Cobalt Ltd.,
Series 2007-C3 A4
5.820%, 5/15/46(l)^		1,867,500		1,373,190
Deutsche Alt-A Securities, Inc.,
Series 2006-OA1 A1
0.671%, 2/25/47(l)		1,769,518		718,199
DLJ Commercial Mortgage Corp.,
Series 1999-CG1 A1B
6.460%, 3/10/32		1,400		1,397
Series 1999-CG2 A1B
7.300%, 6/10/32(l)		2,120,656		2,115,751
Series 2000-CKP1 A1B
7.180%, 11/10/33		5,756,740		5,733,253
First Horizon Alternative Mortgage Securities Trust,
Series 2006-FA2 1A5
6.000%, 5/25/36		6,641,799		5,941,158
First Republic Mortgage Loan Trust,
Series 2001-FRB1 A
1.545%, 11/15/31(l)		495,591		364,491
First Union National Bank Commercial Mortgage Trust,
Series 2001-C4 A2
6.223%, 12/12/33		6,520,000		6,279,791
GE Capital Commercial Mortgage Corp.,
Series 2002-3A A1
4.229%, 12/10/37		1,377,204		1,332,573
GMAC Commercial Mortgage Securities, Inc.,
Series 1999-C2 A2
6.945%, 9/15/33		186,938		186,201
Series 1999-C3 A2
7.179%, 8/15/36(l)		2,299,495		2,291,680
Series 2000-C1 A2
7.724%, 3/15/33(l)^		3,615,936		3,615,716
Series 2000-C2 A2
7.455%, 8/16/33(l)		2,954,568		2,948,500
Series 2000-C3 A2
6.957%, 9/15/35		5,052,891		5,000,535
Series 2002-C3 A2
4.930%, 7/10/39		6,925,000		6,258,110

See Notes to Financial Statements.

69

AXA PREMIER VIP TRUST

MULTIMANAGER CORE BOND PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount		Value (Note 1)
Greenwich Capital Commercial Funding Corp.,
Series 2004-GG1 A4
4.755%, 6/10/36	$	1,205,000	$	1,169,635
Series 2007-GG9 A4
5.444%, 3/10/39^		8,775,000		6,678,932
GS Mortgage Securities Corp. II,
Series 2006-GG8 A4
5.560%, 11/10/39		5,360,000		4,251,520
GSR Mortgage Loan Trust,
Series 2004-9 4A1
4.039%, 8/25/34(l)		4,908,187		3,264,773
Series 2005 - AR4 6A1
5.250%, 7/25/35(l)		22,289,676		16,360,725
Series 2005-AR6 2A1
4.540%, 9/25/35(l)		1,995,252		1,470,766
Series 2005-AR7 6A1
5.244%, 11/25/35(l)		4,354,799		3,239,761
Series 2006-OA1 2A1
0.661%, 8/25/46(l)		2,923,439		1,420,666
Harborview Mortgage Loan Trust,
Series 2006-9 2A1A
0.791%, 11/19/36(l)		2,862,376		1,231,067
Heller Financial Commercial Mortgage Asset Corp.,
Series 1999-PH1 A2
6.847%, 5/15/31(l)		46,607		46,466
Homebanc Mortgage Trust,
Series 2005-4 A1
0.741%, 10/25/35(l)		2,860,745		1,316,155
Impac CMB Trust,
Series 2003-8 2A1
1.371%, 10/25/33(b)(l)		176,966		146,686
JP Morgan Chase Commercial Mortgage Securities Corp.,
Series 2001-C1 A3
5.857%, 10/12/35		5,340,000		5,097,168
Series 2001-CIB2 A3
6.429%, 4/15/35		1,295,000		1,259,444
Series 2001-CIBC A3
6.260%, 3/15/33		4,886,424		4,776,045
Series 2004-CB8 A1A
4.158%, 1/12/39§		3,371,869		2,771,818
Series 2007-LD11 A2
5.804%, 6/15/49(l)		3,450,000		2,637,267
Series 2007-LD12 A2
5.827%, 2/15/51		2,810,000		2,190,903
JP Morgan Mortgage Trust,
Series 2006-S2 2A2
5.875%, 7/25/36		1,059,425		781,326
Series 2007-S1 1A2
5.500%, 3/25/22		965,876		656,494
LB-UBS Commercial Mortgage Trust,
Series 2002-C2 A4
5.594%, 6/15/31		6,949,000		6,493,187
Series 2003-C7 A2
4.064%, 9/15/27(l)		1,038,164		1,006,834
Series 2004-C7 A1A
4.475%, 10/15/29		8,484,760		7,450,806
Series 2006-C6 A4
5.372%, 9/15/39		3,295,000		2,584,947
Series 2007-C1 A4
5.424%, 2/15/40		4,000,000		2,967,566
Series 2007-C7 A3
5.866%, 9/15/45(l)		7,970,000		5,639,524

	Principal Amount		Value (Note 1)
MASTR Alternative Loans Trust,
Series 2004-4 1A1
5.500%, 5/25/34	$	2,898,969	$	2,246,701
Merrill Lynch Mortgage Investors, Inc.,
Series 2003-A1 3A
4.910%, 12/25/32(l)		428,187		394,575
Series 2005-A10 A
0.681%, 2/25/36(l)		2,145,166		1,141,274
Morgan Stanley Capital I, Inc.,
Series 1999-LIFE A2
7.110%, 4/15/33(l)		5,743,359		5,721,698
Series 2006-IQ12 A4
5.332%, 12/15/43		3,455,000		2,599,205
Series 2007-HQ12 A2
5.632%, 4/12/49(l)		1,250,000		940,445
Series 2007-HQ13 A1
5.357%, 12/15/44		11,804,474		10,952,133
Series 2007-IQ13 A4
5.364%, 3/15/44		2,000,000		1,470,929
Series 2007-IQ15 A4
5.881%, 6/11/49(l)		11,450,000		8,483,000
Series 2007-IQ15 AM
5.881%, 6/11/49(l)		5,075,000		2,357,393
Series 2007-T27 A4
5.650%, 6/13/42(l)		3,910,000		2,984,754
Morgan Stanley Dean Witter Capital I,
Series 2002-IQ2 A4
5.740%, 12/15/35		6,865,000		6,530,811
Residential Accredit Loans, Inc.,
Series 2003-QR19 CB1
5.750%, 10/25/33		190,365		189,850
Series 2006-QS2 1A9
5.500%, 2/25/36		5,753,138		3,522,848
Salomon Brothers Mortgage Securities VII, Inc.,
Series 2001-C2 A3
6.499%, 11/13/36		8,080,540		7,849,236
Sequoia Mortgage Trust,
Series 10 2A1
0.888%, 10/20/27(l)		86,289		66,032
Series 2003-4 2A1
0.858%, 7/20/33(l)		180,165		128,400
Structured Adjustable Rate Mortgage Loan Trust,
Series 2005-19XS 1A1
0.791%, 10/25/35(l)		1,887,510		849,950
Structured Asset Mortgage Investments, Inc.,
Series 2002-AR3 A1
0.911%, 9/19/32(l)		53,702		37,864
Series 2005-AR5 A1
0.831%, 7/19/35(l)		433,005		187,410
Series 2005-AR5 A2
0.831%, 7/19/35(l)		2,234,930		1,679,824
Series 2006-AR3 12A1
0.691%, 5/25/36(l)		1,956,776		784,117
Wachovia Bank Commercial Mortgage Trust,
Series 2005-C17 APB
5.037%, 3/15/42		5,110,000		4,337,527
Series 2005-C20 A6A
5.110%, 7/15/42(l)		7,640,000		6,458,447
Series 2005-C22 A4
5.265%, 12/15/44(l)		4,400,000		3,524,787
Series 2006-C28 AJ
5.632%, 10/15/48(l)		1,030,000		302,479
Series 2006-C29 AJ
5.368%, 11/15/48(l)		1,030,000		289,348

See Notes to Financial Statements.

70

AXA PREMIER VIP TRUST

MULTIMANAGER CORE BOND PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount		Value (Note 1)
Series 2007-C33 A4
5.902%, 2/15/51(l)	$	5,875,000	$	4,245,716
WaMu Mortgage Pass-Through Certificates,
Series 2002-AR6 A
3.656%, 6/25/42(l)		77,199		56,366
Series 2002-AR9 1A
3.656%, 8/25/42(l)		117,614		82,749
Series 2003-R1 A1
1.011%, 12/25/27(l)		1,124,957		931,574
Series 2005-AR7 A4
4.919%, 8/25/35(l)		3,223,502		1,890,863
Series 2007-HY3 4A1
5.347%, 3/25/37(l)		7,881,948		4,509,581
Series 2007-OA4 1A
3.026%, 5/25/47(l)		1,959,074		863,717
Series 2007-OA5 1A
3.006%, 6/25/47(l)		3,399,495		1,491,086
Wells Fargo Mortgage Backed Securities Trust,
Series 2004-K 1A2
4.476%, 7/25/34(l)		4,999,392		3,823,963
Series 2006-AR12 2A1
6.099%, 9/25/36(l)		2,867,253		1,837,574
				361,706,886
Total Asset-Backed and Mortgage- Backed Securities				521,771,535
Corporate Bonds (23.8%)
Consumer Discretionary (0.5%)
Media (0.5%)
Cablevision Systems Corp. Term Loan
2.940%, 2/24/13	$	2,545		2,162
2.945%, 2/24/13		989,822		840,936
Comcast Cable Communications Holdings, Inc.
8.375%, 3/15/13		1,020,000		1,055,215
Comcast Cable Holdings LLC
7.875%, 8/1/13		130,000		133,668
Comcast Corp.
6.500%, 1/15/15		969,000		952,460
6.500%, 1/15/17^		2,550,000		2,518,671
7.050%, 3/15/33		15,000		15,646
6.500%, 11/15/35		1,235,000		1,229,121
6.950%, 8/15/37^		2,900,000		3,053,851
COX Communications, Inc.
7.125%, 10/1/12		115,000		110,057
Historic TW, Inc.
6.625%, 5/15/29		200,000		177,359
News America Holdings, Inc.
7.750%, 1/20/24		145,000		145,402
8.500%, 2/23/25		775,000		762,703
8.450%, 8/1/34		245,000		260,406
News America, Inc.
7.125%, 4/8/28		275,000		263,820
TCI Communications, Inc.
7.875%, 2/15/26		820,000		850,874
7.125%, 2/15/28		360,000		340,450
Time Warner Cable, Inc.
6.200%, 7/1/13		2,625,000		2,482,974
6.550%, 5/1/37		2,350,000		2,251,608
Time Warner Cos., Inc.
7.570%, 2/1/24		10,000		9,637
Time Warner, Inc.
6.750%, 4/15/11		135,000		131,811
7.700%, 5/1/32		598,000		598,737

	Principal Amount		Value (Note 1)
Turner Broadcasting System, Inc.
8.375%, 7/1/13	$	65,000	$	63,393
Total Consumer Discretionary				18,250,961
Consumer Staples (0.6%)
Food & Staples Retailing (0.0%)
SUPERVALU, Inc.
7.500%, 11/15/14		700,000		574,000
Food Products (0.2%)
Kraft Foods, Inc.
6.500%, 8/11/17		3,270,000		3,286,814
6.125%, 2/1/18		3,500,000		3,429,640
				6,716,454
Household Products (0.3%)
Kimberly-Clark Corp.
3.520%, 7/30/10(l)		10,400,000		10,113,522
Tobacco (0.1%)
Philip Morris International, Inc.
6.875%, 3/17/14		2,575,000		2,706,036
5.650%, 5/16/18		1,570,000		1,556,393
				4,262,429
Total Consumer Staples				21,666,405
Energy (0.4%)
Energy Equipment & Services (0.1%)
Halliburton Co.
5.500%, 10/15/10		1,100,000		1,123,519
Transocean, Inc.
6.000%, 3/15/18^		645,000		587,467
6.800%, 3/15/38		955,000		851,809
				2,562,795
Oil, Gas & Consumable Fuels (0.3%)
Anadarko Petroleum Corp.
5.950%, 9/15/16		3,525,000		3,113,664
6.450%, 9/15/36		1,735,000		1,368,627
Canadian Natural Resources Ltd.
5.700%, 5/15/17		4,000,000		3,488,512
ConocoPhillips
7.000%, 3/30/29		30,000		30,650
Devon Financing Corp. ULC
7.875%, 9/30/31		475,000		523,025
EnCana Holdings Finance Corp.
5.800%, 5/1/14		400,000		374,725
Gaz Capital S.A.
8.146%, 4/11/18§		1,800,000		1,269,000
XTO Energy, Inc.
6.250%, 8/1/17		900,000		864,249
6.750%, 8/1/37		1,675,000		1,568,745
				12,601,197
Total Energy				15,163,992
Financials (18.9%)
Capital Markets (3.9%)
Bear Stearns Cos., Inc.
2.263%, 8/21/09(l)		2,700,000		2,655,204
2.243%, 2/23/10(l)		7,000,000		6,797,798
4.903%, 7/19/10(l)		1,805,000		1,746,791
3.650%, 1/31/11(l)		1,500,000		1,377,096
2.359%, 8/15/11(l)		2,500,000		2,248,135
6.950%, 8/10/12		4,965,000		5,156,515
6.400%, 10/2/17		8,075,000		8,391,362
7.250%, 2/1/18		2,000,000		2,191,712

See Notes to Financial Statements.

71

AXA PREMIER VIP TRUST

MULTIMANAGER CORE BOND PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount		Value (Note 1)
Goldman Sachs Capital II
5.793%, 12/29/49(l)	$	3,650,000	$	1,403,144
Goldman Sachs Group, Inc.
1.766%, 6/28/10(l)		10,000,000		9,153,120
5.250%, 10/15/13		5,060,000		4,648,379
5.319%, 1/12/15(l)		4,500,000		3,338,113
6.250%, 9/1/17		18,000,000		17,453,448
Lehman Brothers Holdings, Inc.
0.000%, 12/23/09(h)		10,200,000		918,000
5.625%, 1/24/13(h)		5,000,000		475,000
6.200%, 9/26/14(h)		5,330,000		506,350
6.750%, 12/28/17(h)		4,325,000		433
0.000%, 9/15/22(h)		2,175,000		195,750
Merrill Lynch & Co., Inc.
2.431%, 6/5/12(l)		1,500,000		1,277,700
6.400%, 8/28/17		13,000,000		13,024,271
6.875%, 4/25/18		3,700,000		3,870,296
Morgan Stanley
4.299%, 1/22/09(l)		600,000		596,535
4.753%, 1/18/11(l)		2,800,000		2,384,127
5.050%, 1/21/11		2,315,000		2,223,544
6.750%, 4/15/11		800,000		787,141
4.570%, 1/9/12(l)		11,400,000		8,994,737
5.625%, 1/9/12		1,935,000		1,834,974
5.300%, 3/1/13		7,300,000		6,620,304
6.000%, 4/28/15		10,300,000		8,886,119
6.625%, 4/1/18		15,000,000		13,159,350
				132,315,448
Certificates of Deposit (0.2%)
Bank of Ireland
2.831%, 1/15/10(l)		4,000,000		3,972,728
Nordea Bank Finland plc/New York
1.855%, 4/9/09(l)		2,300,000		2,299,703
SunTrust Bank
4.415%, 6/15/09		980,000		990,312
				7,262,743
Commercial Banks (5.8%)
Bank of Scotland plc
4.590%, 7/17/09(l)§		4,300,000		4,287,315
2.253%, 12/8/10(l)§		8,000,000		7,300,104
Barclays Bank plc
5.926%, 9/29/49(l)§		4,500,000		1,654,749
7.434%, 9/29/49(l)§		5,895,000		2,980,394
Charter One Bank N.A.
3.585%, 4/24/09(l)		8,300,000		8,180,347
Commonwealth Bank of Australia
1.916%, 6/8/09(l)§		600,000		596,974
Credit Suisse/New York
5.000%, 5/15/13		21,340,000		20,538,278
6.000%, 2/15/18		1,550,000		1,423,404
DnB NOR Bank ASA
4.889%, 10/13/09(l)§		6,100,000		6,098,493
HBOS plc
6.750%, 5/21/18§		1,400,000		1,232,139
HSBC Capital Funding LP/Jersey Channel Islands
4.610%, 12/29/49(l)§		550,000		298,039
ICICI Bank Ltd.
5.290%, 1/12/10(l)§		3,400,000		2,813,500
JP Morgan Chase Bank N.A.
6.000%, 7/5/17		5,400,000		5,446,429
6.000%, 10/1/17		4,110,000		4,145,671
Mizuho Financial Group, Inc./Aruba
1.805%, 10/27/49(l)†	JPY	300,000,000		3,177,386

	Principal Amount		Value (Note 1)
National Australia Bank Ltd.
2.204%, 9/11/09(l)§	$	6,200,000	$	6,204,520
5.350%, 6/12/13§		9,100,000		8,770,671
National Westminster Bank plc
7.375%, 10/1/09		725,000		710,852
Rabobank Capital Funding II
5.260%, 12/31/49(l)§		780,000		412,643
Rabobank Nederland N.V.
1.195%, 2/1/10(l)§		14,500,000		14,422,947
Regions Bank
7.500%, 5/15/18§		6,600,000		5,672,251
Royal Bank of Scotland Group plc
5.050%, 1/8/15		2,100,000		1,782,495
6.990%, 10/29/49(l)§		650,000		303,898
Sumitomo Mitsui Banking Corp.
1.570%, 12/31/49(l)	JPY	200,000,000		1,896,055
1.776%, 12/31/49(l)		100,000,000		1,061,860
5.625%, 12/31/49(l)§	$	300,000		222,172
UBS AG/Connecticut
5.875%, 12/20/17		19,910,000		18,290,222
5.750%, 4/25/18		8,400,000		7,623,798
Wachovia Bank N.A./North Carolina
1.538%, 3/23/09(l)		3,100,000		3,079,242
5.000%, 8/15/15		2,500,000		2,178,113
6.000%, 11/15/17		7,525,000		7,264,078
6.600%, 1/15/38		1,750,000		1,898,589
Wachovia Corp.
2.116%, 3/15/11(l)		1,500,000		1,338,374
5.500%, 5/1/13		5,400,000		5,339,741
2.266%, 6/15/17(l)		5,900,000		4,379,151
Wells Fargo & Co.
3.552%, 5/1/09		1,700,000		1,743,690
4.625%, 8/9/10		2,390,000		2,400,989
4.875%, 1/12/11		460,000		460,017
4.375%, 1/31/13		15,200,000		14,884,083
7.980%, 2/28/49(l)		8,000,000		6,819,200
Wells Fargo Bank N.A./North Carolina
4.750%, 2/9/15		5,700,000		5,769,477
				195,102,350
Consumer Finance (1.5%)
American Express Bank FSB
0.568%, 10/20/09(l)		2,000,000		1,906,538
American Express Co.
7.000%, 3/19/18		15,700,000		15,874,961
American Honda Finance Corp.
2.275%, 6/20/11(l)§		18,000,000		17,536,464
Capital One Financial Corp.
6.750%, 9/15/17		2,300,000		2,227,720
Ford Motor Credit Co. LLC
7.250%, 10/25/11		1,250,000		913,136
SLM Corp.
4.000%, 1/15/09^		3,250,000		3,233,934
3.675%, 7/27/09(l)		5,900,000		5,561,322
3.695%, 7/26/10(l)		3,000,000		2,560,443
3.835%, 1/27/14(l)		2,950,000		1,990,852
				51,805,370
Diversified Financial Services (5.0%)
Allstate Life Global Funding Trusts
5.375%, 4/30/13		1,880,000		1,850,668

See Notes to Financial Statements.

72

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount		Value (Note 1)
Bank of America Corp.
2.299%, 2/17/09(l)	$	9,055,000	$	9,040,863
2.273%, 5/21/10(l)		1,500,000		1,439,044
5.625%, 10/14/16^		3,050,000		2,995,814
6.000%, 9/1/17		2,740,000		2,782,804
5.750%, 12/1/17		4,715,000		4,707,649
5.650%, 5/1/18		8,335,000		8,384,460
8.000%, 12/29/49(l)		7,600,000		5,466,589
8.125%, 12/29/49(l)		2,000,000		1,496,000
Bank of America N.A.
2.835%, 5/12/10(l)		5,200,000		5,091,590
2.048%, 6/23/10(l)		9,700,000		9,466,240
6.100%, 6/15/17		1,275,000		1,257,175
Belvoir Land LLC,
Series A-1
5.270%, 12/15/47§		825,000		527,266
BTM Curacao Holdings N.V.
1.566%, 12/31/49(l)	JPY	100,000,000		1,097,892
Caterpillar Financial Services Corp.
2.285%, 8/11/09(l)	$	6,100,000		6,010,556
CIT Group, Inc.
2.303%, 6/8/09(l)		3,900,000		3,807,067
Citigroup, Inc.
1.496%, 12/28/09(l)		4,100,000		3,867,534
4.125%, 2/22/10		3,940,000		3,882,574
4.625%, 8/3/10^		485,000		477,002
5.300%, 10/17/12		7,500,000		7,227,945
5.500%, 4/11/13		19,200,000		18,694,733
General Electric Capital Corp.
2.096%, 6/15/09(l)		5,100,000		5,005,777
2.448%, 5/10/10(l)		3,700,000		3,485,378
5.000%, 11/15/11		12,270,000		12,434,541
3.116%, 12/9/11(l)		9,000,000		9,152,820
4.644%, 4/10/12(l)		10,000,000		8,482,130
5.500%, 9/15/67(l)§	EUR	10,400,000		8,034,645
6.375%, 11/15/67(l)	$	4,725,000		2,969,989
Irwin Land LLC
Series A-1
5.030%, 12/15/25§		725,000		541,459
Series A-2
5.300%, 12/15/35§		1,195,000		854,867
John Deere Capital Corp.
2.875%, 6/19/12		5,000,000		5,142,455
JP Morgan Chase Capital XXV
6.800%, 10/1/37		5,975,000		5,505,275
JPMorgan Chase & Co.
3.343%, 11/1/12(l)		1,500,000		1,302,635
7.900%, 4/29/49(l)		3,275,000		2,724,243
Pemex Finance Ltd.
9.030%, 2/15/11#		45,000		46,145
Santander Perpetual S.A.U.
6.671%, 10/29/49(l)§		3,500,000		2,226,137
UFJ Finance Aruba AEC
6.750%, 7/15/13		310,000		302,993
ZFS Finance USA Trust I
6.500%, 5/9/37(l)^§		1,945,000		797,450
				168,580,404
Insurance (2.4%)
Allstate Corp.
6.125%, 5/15/37(l)		1,480,000		859,588
American International Group, Inc.
3.548%, 1/29/10(l)§		10,400,000		9,204,000
5.600%, 10/18/16		1,000,000		671,029
8.250%, 8/15/18§		1,200,000		878,303
8.175%, 5/15/58(l)§		23,290,000		9,060,392

	Principal Amount		Value (Note 1)
Berkshire Hathaway Finance Corp.
4.750%, 5/15/12#	$	760,000	$	780,161
Chubb Corp.
5.750%, 5/15/18		1,000,000		960,167
6.375%, 3/29/67(l)		3,125,000		1,938,100
Hartford Life Global Funding Trusts
2.166%, 9/15/09(l)		3,610,000		3,362,495
Lincoln National Corp.
6.050%, 4/20/67(l)		2,025,000		810,000
MetLife, Inc.
6.400%, 12/15/36^		4,390,000		2,634,000
Metropolitan Life Global Funding I
2.189%, 5/17/10(l)§		900,000		807,281
2.246%, 3/15/12(l)§		25,100,000		19,810,803
5.125%, 4/10/13^§		5,250,000		4,891,735
Monumental Global Funding Ltd.
1.220%, 6/16/10(l)§		7,080,000		6,648,779
New York Life Global Funding
3.875%, 1/15/09§		775,000		774,788
4.650%, 5/9/13§		15,000,000		14,494,605
Progressive Corp.
6.700%, 6/15/37(l)		2,390,000		1,174,883
Travelers Cos., Inc.
6.250%, 3/15/37(l)		3,375,000		2,210,750
				81,971,859
Real Estate Investment Trusts (REITs) (0.1%)
ERP Operating LP
6.625%, 3/15/12^		445,000		365,643
Ventas Realty LP/Ventas Capital Corp.
7.125%, 6/1/15		2,300,000		1,799,750
6.750%, 4/1/17		760,000		577,600
				2,742,993
Total Financials				639,781,167
Health Care (0.5%)
Pharmaceuticals (0.5%)
Bristol-Myers Squibb Co.
6.875%, 8/1/97		150,000		165,717
GlaxoSmithKline Capital, Inc.
4.850%, 5/15/13		3,425,000		3,435,470
5.650%, 5/15/18		11,300,000		11,868,706
Total Health Care				15,469,893
Industrials (0.3%)
Airlines (0.2%)
Continental Airlines, Inc.
Series 99-2
7.056%, 9/15/09		850,000		816,000
Southwest Airlines Co.
10.500%, 12/15/11(b)§		7,000,000		6,524,191
UAL Pass Through Trust
Series 2001-1
6.602%, 9/1/13		75,966		70,648
				7,410,839
Industrial Conglomerates (0.1%)
General Electric Co.
5.000%, 2/1/13		1,081,000		1,093,205
Total Industrials				8,504,044

See Notes to Financial Statements.

73

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount		Value (Note 1)
Information Technology (0.3%)
Computers & Peripherals (0.2% )
International Business Machines Corp.
5.700%, 9/14/17	$	2,890,000	$	3,089,742
7.625%, 10/15/18		3,000,000		3,597,585
				6,687,327
Software (0.1%)
Oracle Corp.
4.950%, 4/15/13		3,670,000		3,783,704
Total Information Technology				10,471,031
Materials (0.0%)
Metals & Mining (0.0%)
Teck Cominco Ltd.
6.125%, 10/1/35		1,075,000		440,213
Paper & Forest Products (0.0%)
Koch Forest Products, Inc.
3.459%, 12/20/12(l)		28,571		23,202
4.219%, 12/20/12(l)		57,880		47,003
4.446%, 12/20/12(l)		39,167		31,807
4.567%, 12/20/12(l)		809,524		657,401
				759,413
Total Materials				1,199,626
Telecommunication Services (1.6%)
Diversified Telecommunication Services (1.4%)
AT&T Corp.
7.300%, 11/15/11		38,000		39,481
8.000%, 11/15/31		698,000		876,782
AT&T, Inc.
5.500%, 2/1/18		1,950,000		1,970,719
6.500%, 9/1/37		6,500,000		7,000,435
6.300%, 1/15/38		7,300,000		7,716,903
6.400%, 5/15/38		12,270,000		13,143,391
Frontier Communications Corp.
9.000%, 8/15/31^		65,000		40,950
GTE Corp.
6.940%, 4/15/28		225,000		208,208
Qwest Communications International, Inc.
5.649%, 2/15/09(l)		667,000		663,665
Qwest Corp.
7.625%, 6/15/15		1,580,000		1,295,600
Telecom Italia Capital S.A.
5.250%, 10/1/15		1,575,000		1,198,969
Telefonica Emisiones S.A.U.
6.421%, 6/20/16^		1,050,000		1,048,177
Telefonica Europe B.V.
7.750%, 9/15/10		550,000		558,449
Verizon Communications, Inc.
5.350%, 2/15/11		600,000		603,559
8.750%, 11/1/18		8,350,000		9,796,404
7.750%, 6/15/32		425,000		469,987
Verizon Maryland, Inc.
Series B
5.125%, 6/15/33^		465,000		338,530
Verizon New England, Inc.
7.875%, 11/15/29		25,000		21,974
Verizon New Jersey, Inc.
Series A
5.875%, 1/17/12		1,040,000		1,023,830
				48,016,013

	Principal Amount		Value (Note 1)
Wireless Telecommunication Services (0.2%)
Verizon Wireless, Inc.
8.500%, 11/15/18§	$	2,550,000	$	2,987,776
Vodafone Group plc
7.750%, 2/15/10		1,985,000		2,028,700
				5,016,476
Total Telecommunication Services				53,032,489
Utilities (0.7%)
Electric Utilities (0.7% )
Dayton Power & Light Co.
5.125%, 10/1/13		900,000		914,212
EDP Finance B.V.
6.000%, 2/2/18§		3,075,000		2,552,699
Enel Finance International S.A.
6.250%, 9/15/17§		7,200,000		6,080,090
Florida Power & Light Co.
4.950%, 6/1/35		875,000		851,452
5.950%, 2/1/38		1,030,000		1,147,266
Florida Power Corp.
5.900%, 3/1/33		275,000		286,312
6.400%, 6/15/38		1,300,000		1,451,762
MidAmerican Energy Holdings Co.
5.950%, 5/15/37		2,350,000		2,130,870
6.500%, 9/15/37		2,000,000		1,952,290
Pepco Holdings, Inc.
6.450%, 8/15/12		2,130,000		1,987,307
PSEG Power LLC
6.950%, 6/1/12		400,000		394,668
Scottish Power Ltd.
4.910%, 3/15/10		1,100,000		1,076,915
Southern California Edison Co.
Series 08-A
5.950%, 2/1/38		1,000,000		1,113,850
				21,939,693
Gas Utilities (0.0%)
CenterPoint Energy Resources Corp.
6.150%, 5/1/16^		1,000,000		861,463
Consolidated Natural Gas Co.
Series A
5.000%, 3/1/14		250,000		232,465
				1,093,928
Multi-Utilities (0.0%)
Dominion Resources, Inc.
Series D
5.125%, 12/15/09		150,000		149,670
Total Utilities				23,183,291
Total Corporate Bonds				806,722,899
Government Securities (98.1%)
Agency ABS (0.4%)
Small Business Administration
Series 2003-10A 1
4.628%, 3/10/13	$	505,507		508,094

See Notes to Financial Statements.

74

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MULTIMANAGER CORE BOND PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount		Value (Note 1)
Small Business Administration Participation Certificates
Series 2004-20A 1
4.930%, 1/1/24	$	591,950	$	602,207
Series 2004-20C 1
4.340%, 3/1/24		4,102,464		4,051,679
Series 2005-20B 1
4.625%, 2/1/25		360,706		360,829
Series 2008-20A 1
5.170%, 1/1/28		981,532		976,242
Series 2008-20C 1
5.490%, 3/1/28		3,642,069		3,735,816
Series 2008-20G 1
5.870%, 7/1/28		3,529,472		3,675,417
				13,910,284
Agency CMO (3.2%)
Federal Home Loan Mortgage Corp.
4.500%, 12/15/13		858,598		861,011
4.500%, 2/15/15		1,799,205		1,817,524
4.500%, 1/15/16		2,250,214		2,273,361
5.000%, 7/15/19		8,717,316		8,804,112
4.500%, 10/15/23		1,646,685		1,647,662
5.500%, 2/15/26		3,377,885		3,450,688
5.500%, 4/15/26		3,654,491		3,719,198
1.545%, 12/15/29(l)		20,128		19,488
5.500%, 1/15/31		2,151,126		2,216,165
5.355%, 10/15/33 IO(l)		69,217,539		6,205,615
5.500%, 8/1/35 IO STRIPS		5,714,635		606,411
6.500%, 7/25/43		653,412		678,528
Federal National Mortgage Association
4.500%, 2/25/17		1,469,454		1,486,499
4.500%, 3/25/17		1,175,741		1,189,724
5.500%, 9/25/24		3,284,227		3,310,364
5.500%, 10/25/24		3,869,093		3,903,320
5.500%, 3/25/25		10,965,076		11,061,921
5.500%, 1/25/26		10,186,455		10,296,549
5.500%, 5/25/27		2,779,766		2,823,452
6.000%, 8/25/28		1,057,969		1,066,683
6.000%, 9/25/30		10,132,164		10,158,914
6.000%, 1/25/32		10,288,810		10,504,293
8.760%, 6/25/32(l)		148,857		157,232
5.310%, 8/25/33		2,900,000		2,929,000
6.000%, 10/25/33		10,779,989		10,997,653
6.500%, 7/25/34		1,377,162		1,425,403
5.000%, 7/1/36 IO STRIPS		12,748,165		1,221,629
Government National Mortgage Association
6.500%, 6/20/32		179,902		188,004
Small Business Administration
Series 2008-P10B 1
5.944%, 8/10/18†		3,100,000		3,201,768
				108,222,171
Foreign Governments (1.1%)
Emirate of Abu Dhabi
5.500%, 8/2/12§		10,400,000		11,506,560
Export-Import Bank of China
5.250%, 7/29/14§		3,700,000		3,826,485
Federative Republic of Brazil
12.500%, 1/5/22	BRL	1,900,000		842,860
10.250%, 1/10/28		29,300,000		11,379,507
Israel Government AID Bond
5.500%, 4/26/24	$	1,950,000		2,422,153
5.500%, 9/18/33		1,945,000		2,584,594

	Principal Amount		Value (Note 1)
Republic of Croatia
Series A
3.938%, 7/30/10(l)	$	411,818	$	385,828
Republic of Panama
9.375%, 4/1/29		298,000		330,333
Republic of South Africa
7.375%, 4/25/12		60,000		60,009
6.500%, 6/2/14^		1,480,000		1,398,600
United Mexican States
6.750%, 9/27/34		1,775,000		1,872,625
				36,609,554
Municipal Bonds (0.8%)
Buckeye Tobacco Settlement Financing Authority
6.000%, 6/1/42		4,100,000		2,330,276
California Educational Facilities Authority
4.750%, 10/1/37		900,000		796,653
California State University
5.000%, 11/1/30		300,000		276,831
Chabot-Las Positas, California Community College District
(Zero Coupon), 8/1/22		6,230,000		2,760,638
City of Chicago, Illinois
7.790%, 1/1/14(l)§		300,000		205,446
Golden State Tobacco Securitization Corp.
5.750%, 6/1/47		300,000		166,917
Los Angeles, California Community College District
5.000%, 8/1/27		1,100,000		1,075,239
5.000%, 8/1/31		200,000		189,878
5.000%, 8/1/32		1,000,000		937,300
Los Angeles, California Unified School District
4.500%, 7/1/22		1,500,000		1,406,265
4.500%, 7/1/24		1,300,000		1,175,668
4.500%, 7/1/25		1,700,000		1,516,332
4.500%, 1/1/28		1,500,000		1,296,210
Los Gatos, California Union School District
5.000%, 8/1/30		160,000		156,890
New York City Municipal Water Finance Authority
7.220%, 6/15/34(l)§		100,000		95,408
5.000%, 6/15/37		1,900,000		1,742,395
Puerto Rico Sales Tax Financing Corp.
(Zero Coupon), 8/1/54		1,100,000		38,566
San Bernardino, California Community College District
5.000%, 8/1/31		1,500,000		1,374,780
State of California
4.500%, 8/1/28		2,200,000		1,786,048
5.000%, 11/1/37		600,000		510,330
5.000%, 12/1/37		1,200,000		1,020,564
State of Texas
4.750%, 4/1/37		6,500,000		5,972,850
Tobacco Settlement Financing Corp./New Jersey
5.000%, 6/1/29		1,010,000		570,700
5.000%, 6/1/41		400,000		193,996
				27,596,180
U.S. Government Agencies (89.6%)
Federal Home Loan Bank
4.000%, 4/20/09(e)		1,800,000		1,819,894
5.625%, 6/13/16		3,650,000		3,832,635
5.625%, 6/11/21		17,610,000		20,291,211
Federal Home Loan Mortgage Corp.
4.000%, 6/1/10		819,230		819,273
6.000%, 6/15/11^		16,300,000		18,065,127
5.500%, 8/20/12		8,000,000		8,928,568
6.000%, 1/1/14		19,612		20,231

See Notes to Financial Statements.

75

AXA PREMIER VIP TRUST

MULTIMANAGER CORE BOND PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount		Value (Note 1)
5.500%, 2/1/14	$	206,216	$	212,051
6.000%, 7/1/14		11,347		11,712
5.750%, 6/27/16^		8,600,000		9,227,301
6.000%, 2/1/17		422,782		438,321
6.000%, 3/1/17		10,689		11,084
6.500%, 3/1/17		78,131		81,178
6.000%, 4/1/17		353,600		366,176
6.000%, 5/1/17		2,171		2,251
6.000%, 7/1/17		45,046		46,711
6.000%, 8/1/17		83,813		86,795
5.500%, 11/1/17		82,908		85,809
5.000%, 12/14/18^		3,600,000		3,731,454
5.500%, 3/1/23		56,935		58,586
6.500%, 4/1/31		674		705
5.033%, 11/1/31(l)		20,018		19,943
5.500%, 3/1/32		1,304,371		1,341,723
5.500%, 12/1/33		59,223		60,885
5.000%, 4/1/34		3,368,375		3,447,991
5.500%, 10/1/34		1,506,502		1,548,763
4.770%, 1/1/35(l)		4,172,457		4,197,413
5.500%, 10/1/35		681,224		698,177
5.500%, 11/1/35		29,489,302		30,223,183
5.313%, 4/1/36(l)		4,052,097		4,102,977
5.541%, 4/1/36(l)		6,129,730		6,256,228
5.000%, 5/1/36		581,057		594,519
5.674%, 1/1/37(l)		5,810,561		5,930,985
6.000%, 6/1/37		6,057,720		6,246,941
5.500%, 8/1/37		798,864		818,589
6.000%, 10/1/37		27,981,797		28,855,846
6.000%, 11/1/37		119,796,157		123,538,154
5.500%, 1/1/38		1,152,450		1,180,885
6.000%, 6/1/38		270,884		279,361
5.234%, 7/1/38(l)		8,826,638		8,993,856
5.304%, 8/1/38(l)		8,569,006		8,720,806
5.500%, 8/1/38		26,169,606		26,812,694
4.500%, 1/15/24 TBA		100,000		102,219
6.000%, 1/15/24 TBA		2,800,000		2,898,000
4.500%, 1/15/39 TBA		3,900,000		3,951,188
5.000%, 1/15/39 TBA		38,600,000		39,444,375
5.500%, 1/15/39 TBA		192,100,000		196,602,440
6.000%, 1/15/39 TBA		12,100,000		12,463,000
Federal National Mortgage Association
5.375%, 11/15/11^		50,700,000		56,011,231
5.250%, 8/1/12		24,223,000		25,531,526
4.625%, 5/1/13^		5,650,000		5,853,457
2.875%, 12/11/13		15,125,000		15,484,620
5.125%, 1/2/14^		2,575,000		2,721,157
4.000%, 5/1/14		4,530,852		4,596,382
7.000%, 4/1/15		47,185		49,036
6.000%, 2/1/16		1,479,118		1,557,686
6.000%, 3/1/16		244,227		257,263
7.000%, 4/1/16		60,529		63,089
5.500%, 2/1/17		377,612		390,943
5.500%, 6/1/17		116,866		120,992
5.500%, 8/1/17		100,467		104,014
5.500%, 10/1/17		104,344		108,027
5.500%, 12/1/17		5,620		5,818
5.500%, 1/1/18		361,295		374,050
5.000%, 3/1/18		3,201,833		3,305,321
5.500%, 4/1/18		506,424		523,986
5.000%, 10/1/18		13,822		14,269
5.500%, 10/1/18		11,900		12,312
5.500%, 11/1/18		3,808,572		3,943,028
5.000%, 1/1/19		459,692		474,550
5.500%, 3/1/19		380,340		393,573

	Principal Amount		Value (Note 1)
5.500%, 5/1/19	$	970,958	$	1,005,236
5.500%, 7/1/19		107,482		111,101
5.500%, 8/1/19		616,155		636,752
5.500%, 9/1/19		351,536		363,287
5.500%, 11/1/19		336,758		348,016
5.000%, 12/1/19		6,332,659		6,525,788
5.500%, 6/1/20		3,268,646		3,382,979
5.500%, 10/1/20		625,678		646,007
5.500%, 1/1/21		680,711		702,296
5.500%, 2/1/21		245,675		253,465
5.000%, 1/1/22		200,000		205,684
4.000%, 4/1/23		6,208,424		6,282,981
4.000%, 6/1/23		3,681,658		3,725,871
6.318%, 6/15/27		21,400,000		23,472,526
5.296%, 1/1/28(l)		165,120		164,506
6.500%, 2/1/31		1,169		1,223
6.500%, 8/1/31		548		573
7.000%, 8/1/31		35,196		37,240
7.000%, 3/1/32		25,120		26,582
7.000%, 4/1/32		126,509		133,860
7.000%, 5/1/32		7,647		8,092
6.500%, 6/1/32		127,652		133,197
6.500%, 8/1/32		188,138		196,899
6.500%, 9/1/32		1,683,972		1,757,120
7.000%, 10/1/32		39,969		42,292
5.500%, 11/1/32		449,182		462,045
5.500%, 12/1/32		86,238		88,707
5.000%, 1/1/33		3,592,779		3,681,068
5.500%, 1/1/33		823,338		846,916
5.500%, 2/1/33		1,801,935		1,853,166
3.948%, 3/1/33(l)		185,129		184,653
5.500%, 3/1/33		3,859,672		3,960,809
5.500%, 6/1/33		25,256,166		25,953,974
5.000%, 7/1/33		1,243,191		1,273,741
5.500%, 7/1/33		94,668		97,275
5.000%, 8/1/33		8,100,040		8,291,496
5.500%, 8/1/33		111,333		114,400
5.500%, 10/1/33		839,787		862,917
6.500%, 10/1/33		6,925		7,220
5.000%, 11/1/33		3,174,677		3,249,715
5.500%, 11/1/33		821,484		844,109
5.500%, 12/1/33		340,660		350,043
5.000%, 2/1/34		1,605,680		1,642,629
5.500%, 2/1/34		1,180,278		1,212,048
6.000%, 2/1/34		3,413,738		3,525,363
5.000%, 3/1/34		5,110,788		5,231,588
5.500%, 3/1/34		5,930,306		6,089,937
5.000%, 4/1/34		4,564,401		4,669,433
5.500%, 4/1/34		9,087,952		9,338,476
5.000%, 5/1/34		3,836,545		3,924,829
5.500%, 5/1/34		5,698,980		5,854,882
5.500%, 6/1/34		1,482,947		1,523,045
5.000%, 7/1/34		4,820,781		4,934,726
5.500%, 7/1/34		1,836,273		1,886,066
5.000%, 8/1/34		6,522,553		6,670,330
5.500%, 8/1/34		358,831		368,714
6.000%, 8/1/34		2,099,104		2,167,742
5.500%, 9/1/34		15,357,098		15,770,475
6.500%, 9/1/34		340,907		355,075
5.500%, 11/1/34		33,828,403		34,738,982
5.000%, 12/1/34		5,504,584		5,634,693
5.500%, 1/1/35		46,435,968		47,685,913
5.000%, 2/1/35		1,207,201		1,234,980
5.500%, 2/1/35		27,024,705		27,767,452
5.000%, 3/1/35		1,668,124		1,706,510

See Notes to Financial Statements.

76

AXA PREMIER VIP TRUST

MULTIMANAGER CORE BOND PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount		Value (Note 1)
6.000%, 3/1/35	$	15,741	$	16,227
4.855%, 4/1/35(l)		7,749,543		7,837,665
6.000%, 4/1/35		11,415,141		11,795,538
6.000%, 5/1/35		695,800		717,247
6.000%, 7/1/35		417,745		430,621
5.500%, 8/1/35		12,745,396		13,085,247
6.000%, 8/1/35		1,184,882		1,221,404
5.000%, 9/1/35		1,580,309		1,617,662
6.000%, 9/1/35		1,345,705		1,387,185
5.000%, 10/1/35		498,975		510,145
5.500%, 10/1/35		23,181,013		23,796,931
6.000%, 10/1/35		2,760,144		2,845,223
5.000%, 11/1/35		9,120,518		9,324,693
6.000%, 11/1/35		2,270,650		2,340,640
5.500%, 12/1/35		7,418,572		7,618,262
6.000%, 12/1/35		28,148		29,016
6.500%, 12/1/35		833,102		866,426
5.230%, 1/1/36(l)		2,881,250		2,898,375
6.000%, 1/1/36		731,627		754,179
5.000%, 2/1/36		24,254,720		24,797,695
6.000%, 2/1/36		752,873		776,080
6.000%, 3/1/36		519,001		534,996
5.500%, 4/1/36		49,313		50,610
6.000%, 4/1/36		77,481		79,857
6.000%, 5/1/36		2,459,937		2,535,377
5.500%, 6/1/36		672,778		690,888
6.000%, 6/1/36		4,446,499		4,582,861
6.500%, 6/1/36		25,137		26,139
5.000%, 7/1/36		61,123,152		62,481,926
5.500%, 7/1/36		5,428,208		5,574,322
6.000%, 7/1/36		4,684,178		4,827,830
6.500%, 7/1/36		43,346		45,073
6.000%, 8/1/36		11,467,123		11,818,793
6.500%, 8/1/36		3,630,434		3,775,085
5.500%, 9/1/36		30,662,815		31,507,349
6.000%, 9/1/36		20,247,076		20,868,007
6.000%, 10/1/36		12,527,854		12,912,055
6.500%, 10/1/36		6,182,249		6,428,573
6.000%, 11/1/36		3,568,629		3,678,070
6.000%, 12/1/36		7,649,787		7,884,389
6.000%, 1/1/37		2,483,799		2,559,971
7.000%, 1/1/37		64,866		68,301
5.000%, 2/1/37		959,578		980,855
5.500%, 2/1/37		613,533		629,636
6.000%, 2/1/37		2,380,708		2,453,667
5.500%, 3/1/37		2,668,545		2,738,558
6.500%, 3/1/37		403,599		419,657
5.500%, 4/1/37		732,346		751,560
6.000%, 4/1/37		20,517,114		21,145,170
6.500%, 4/1/37		1,297,871		1,349,510
7.000%, 4/1/37		6,506,552		6,851,115
5.500%, 5/1/37		729,330		748,465
6.500%, 5/1/37		443,664		461,316
6.000%, 6/1/37		486,924		501,829
5.000%, 7/1/37		3,291,955		3,364,952
5.500%, 7/1/37		1,686,087		1,730,323
6.000%, 7/1/37		21,346,272		21,999,710
5.500%, 8/1/37		14,307,371		14,689,751
6.000%, 8/1/37		176,283		181,686
6.500%, 8/1/37		548,794		570,629
5.000%, 9/1/37		471,755		482,215
6.000%, 9/1/37		10,238,503		10,523,931
6.500%, 9/1/37		2,968,584		3,086,697
5.500%, 10/1/37		1,004,631		1,031,046
6.000%, 10/1/37		2,921,236		2,972,232

	Principal Amount		Value (Note 1)
6.500%, 10/1/37	$	1,779,272	$	1,850,064
5.000%, 11/1/37		293,953		300,471
6.000%, 11/1/37		13,998,448		14,426,960
7.500%, 11/1/37		2,118,602		2,223,803
5.000%, 1/1/38		2,179,068		2,227,168
6.000%, 1/1/38		487,536		502,412
5.000%, 2/1/38		57,086,835		58,361,178
5.500%, 2/1/38		397,552		408,004
6.000%, 2/1/38		36,092,727		37,197,575
5.000%, 3/1/38		8,160,180		8,340,654
6.000%, 3/1/38		274,978		283,368
6.500%, 3/1/38		688,220		715,534
5.500%, 4/1/38		1,198,813		1,230,161
5.500%, 5/1/38		8,186,387		8,400,350
6.000%, 5/1/38		53,843,380		55,486,196
5.000%, 6/1/38		992,397		1,014,303
5.500%, 6/1/38		154,059,135		158,177,412
6.000%, 6/1/38		4,659,487		4,801,655
5.500%, 7/1/38		457,267		469,218
6.000%, 7/1/38		2,269,059		2,338,291
5.500%, 8/1/38		154,759		158,820
6.000%, 8/1/38		5,830,542		6,008,439
5.500%, 9/1/38		7,903,212		8,110,563
6.000%, 9/1/38		7,199,886		7,419,565
6.500%, 9/1/38		1,512,237		1,572,254
5.500%, 10/14/38		815,035		836,465
6.500%, 11/1/38		7,957,223		8,273,026
5.500%, 12/1/38		21,285,571		21,845,323
5.371%, 12/1/40(l)		113,087		114,199
4.500%, 1/25/24 TBA		28,800,000		29,430,000
5.000%, 1/25/24 TBA		9,000,000		9,236,250
4.500%, 1/25/39 TBA		11,500,000		11,654,537
5.000%, 1/25/39 TBA		98,700,000		100,766,581
5.500%, 1/25/39 TBA		177,000,000		181,425,000
6.000%, 1/25/39 TBA		250,100,000		257,446,688
6.500%, 1/25/39 TBA		53,500,000		55,556,433
4.000%, 2/25/39 TBA		10,400,000		10,357,750
4.500%, 2/25/39 TBA		22,400,000		22,602,989
Government National Mortgage Association
4.625%, 7/20/27(l)		8,198		8,029
6.000%, 9/15/28		10,695		11,100
6.000%, 11/15/28		18,870		19,601
6.000%, 1/15/29		54,332		56,361
6.000%, 2/15/29		17,132		17,772
6.000%, 6/15/29		27,884		28,925
7.000%, 9/15/31		39,790		42,101
7.000%, 10/15/31		6,202		6,558
6.000%, 11/15/31		12,205		12,649
6.000%, 12/15/31		72,962		75,618
7.000%, 2/15/32		43,699		45,948
7.000%, 4/15/32		21,026		22,109
6.500%, 5/15/32		923,699		970,885
7.000%, 5/15/32		22,240		23,525
6.000%, 7/15/32		48,299		50,012
6.000%, 1/15/33		32,183		33,304
6.500%, 1/15/33		771,996		814,178
6.000%, 2/15/33		84,020		86,946
6.500%, 2/15/33		947,837		999,583
7.000%, 2/15/33		35,399		37,103
5.500%, 4/15/33		120,324		124,425
6.500%, 6/15/34		965,986		1,018,758
6.500%, 8/15/34		7,518,196		7,878,161
6.000%, 9/15/34		1,565,265		1,618,567
6.000%, 12/15/34		148,887		153,957
6.000%, 1/15/35		521,536		539,133

See Notes to Financial Statements.

77

AXA PREMIER VIP TRUST

MULTIMANAGER CORE BOND PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount		Value (Note 1)
6.000%, 2/15/35	$	267,512	$	276,538
6.000%, 3/15/35		1,110,948		1,148,432
6.000%, 5/15/35		79,454		82,134
6.000%, 7/15/35		649,888		673,651
6.000%, 9/15/35		82,145		84,916
6.000%, 10/15/35		232,291		240,129
6.000%, 12/15/35		394,323		407,628
6.500%, 12/15/35		8,957,100		9,380,058
6.000%, 1/15/36		137,067		141,712
6.000%, 2/15/36		226,183		233,847
6.000%, 3/15/36		176,745		182,734
6.000%, 4/15/36		218,510		225,914
6.000%, 5/15/36		1,249,075		1,291,399
6.000%, 6/15/36		1,684,105		1,741,171
6.000%, 7/15/36		3,306,587		3,418,629
6.000%, 8/15/36		3,356,168		3,470,041
6.000%, 9/15/36		2,524,170		2,609,699
6.000%, 10/15/36		4,302,588		4,448,379
5.500%, 1/15/39 TBA		4,900,000		5,045,471
6.000%, 1/15/39 TBA		2,000,000		2,063,124
6.500%, 1/15/39 TBA		3,300,000		3,430,970
5.000%, 2/15/39 TBA		438,500,000		447,406,812
5.500%, 2/15/39 TBA		5,800,000		5,940,257
6.000%, 2/15/39 TBA		25,200,000		25,864,914
6.500%, 2/15/39 TBA		11,300,000		11,700,577
Resolution Funding Corp.
0.000%, 7/15/18 IO STRIPS^		75,000		53,774
0.000%, 10/15/18 IO STRIPS		75,000		53,096
Small Business Administration
Series P10A
4.504%, 2/1/14		458,904		451,310
Small Business Administration Participation Certificates
4.524%, 2/10/13		361,451		362,862
U.S. Department of Housing and Urban Development
5.380%, 8/1/18		1,660,000		1,807,798
				3,043,348,645
U.S. Treasuries (3.0%)
U.S. Treasury Bonds
2.375%, 1/15/25 TIPS		2,475,000		2,794,774
2.000%, 1/15/26 TIPS		3,400,000		3,494,625
1.750%, 1/15/28 TIPS		3,230,000		3,085,023
U.S. Treasury Notes
1.500%, 10/31/10		30,000,000		30,447,660
1.500%, 12/31/13		19,560,000		19,515,677
2.000%, 1/15/14 TIPS		25,000,000		27,764,119
1.875%, 7/15/15 TIPS		4,500,000		4,732,902
3.750%, 11/15/18		8,455,000		9,571,314
				101,406,094
Total Government Securities				3,331,092,928
Total Long-Term Debt Securities (137.3%) (Cost $4,798,042,122)				4,659,587,362
	Number of Shares		Value (Note 1)
CONVERTIBLE PREFERRED STOCK:
Financials (0.1%)
Commercial Banks (0.1%)
Wells Fargo & Co.
Series L
7.500%
(Cost $5,000,000)		5,000		3,750,000

	Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENTS:
Certificates of Deposit (0.2%)
UniCredito Italiano S.p.A./New York
1.80%, 5/15/09 (l)	$	8,400,000	$	8,395,162
Commercial Paper (0.4%)
Citigroup Funding, Inc.
2.39%, 1/22/09 (p)		8,700,000		8,687,324
Merrill Lynch & Co., Inc.
2.47%, 1/5/09 (p)		6,000,000		5,997,942
Total Commercial Paper				14,685,266
Government Securities (1.5%)
Federal Home Loan Bank
0.07%, 1/2/09 (o)(p)^		5,200,000		5,199,980
0.81%, 1/14/09 (o)(p)		500,000		499,843
0.09%, 1/21/09 (o)(p)		25,504,000		25,502,732
0.08%, 1/22/09 (o)(p)		8,800,000		8,799,570
0.12%, 1/26/09 (o)(p)		3,700,000		3,699,679
0.17%, 2/4/09 (o)(p)		1,700,000		1,699,719
0.07%, 3/4/09 (o)(p)		500,000		499,940
Federal National Mortgage Association
0.20%, 2/23/09 (o)(p)		3,500,000		3,498,950
Total Government Securities				49,400,413
Short-Term Investments of Cash Collateral for Securities Loaned (1.3%)
Banco de Sabadell S.A.
3.87%, 4/23/09 (l)		430,000		427,943
BBVA Senior Finance S.A.
2.15%, 3/12/10 (l)		320,000		313,068
Citigroup Funding, Inc.
0.36%, 3/16/09 (l)		430,000		427,355
Comerica Bank
1.06%, 3/16/09 (l)		139,998		136,483
Deutsche Bank Securities, Inc., Repurchase Agreement
0.10%, 1/2/09 (r)(u)		38,326,766		38,326,766
General Electric Capital Corp.
0.40%, 3/12/10 (l)		60,000		57,275
Goldman Sachs Group, Inc.
0.41%, 3/27/09 (l)		400,000		397,953
Hartford Life, Inc.
1.62%, 2/2/09 (l)		110,000		110,000
K2 (USA) LLC
0.37%, 5/29/09 (l)		569,922		566,274
0.37%, 6/18/09 (l)		719,895		714,683
Lehman Brothers Holdings, Inc.
0.00%, 8/21/09 (h)(s)		359,998		32,401
Links Finance LLC
0.37%, 6/25/09 (l)		209,974		208,100
MBIA Global Funding LLC
0.37%, 3/30/09 (l)		360,000		354,431
Monumental Global Funding II
0.43%, 5/26/10 (l)		670,000		576,200
Morgan Stanley
2.87%, 2/9/09 (l)		1,118,954		1,118,954
0.19%, 5/7/09 (l)		720,000		707,873
Pricoa Global Funding I
0.40%, 6/25/10 (l)		429,936		380,253
Total Short-Term Investments of Cash Collateral for Securities Loaned				44,856,012
Time Deposit (3.5%)
JP Morgan Chase Nassau
0.001%, 1/2/09		117,003,061		117,003,061

See Notes to Financial Statements.

78

AXA PREMIER VIP TRUST

MULTIMANAGER CORE BOND PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount			Value (Note 1)
Total Short-Term Investments (6.9%) (Cost/Amortized Cost $234,858,303)				$	234,339,914
Total Investments Before Options Written and Securities Sold Short (144.3%) (Cost/Amortized Cost $5,037,900,425)					4,897,677,276
	Number of Contracts			Value (Note 1)
OPTION WRITTEN:
Put Option Written (0.0%)
90 Day EURODollar Futures March 2009 @ $98.50*		(108	)		(15,525	)
Total Options Written (0.0%)
(Premiums Received $19,374)					(15,525	)
Total Investments Before Securities Sold Short (144.3%) (Cost/Amortized Cost $5,037,881,051)					4,897,661,751
	Principal Amount			Value (Note 1)
SECURITIES SOLD SHORT:
U.S. Government Agencies (-5.5%)
Federal National Mortgage Association
5.500%, 1/25/24 TBA	$	(12,900,000	)	$	(13,282,975	)
5.000%, 1/25/39 TBA		(118,100,000	)		(120,436,484	)
6.000%, 1/25/39 TBA		(45,400,000	)		(46,733,625	)
Government National Mortgage Association
6.500%, 1/15/39 TBA		(5,800,000	)		(6,021,137	)
Total Securities Sold Short (-5.5%)
(Proceeds Received $185,755,945)					(186,474,221	)
Total Investments after Options Written and Securities Sold Short (138.8%) (Cost/Amortized Cost $4,852,125,106)					4,711,187,530
Other Assets Less Liabilities (-38.8%)					(1,317,399,152	)
Net Assets (100%)				$	3,393,788,378

* Non-income producing.

^ All, or a portion of security out on loan (See Note 1).

† Securities (totaling $6,379,154 or 0.2% of net assets) at fair value.

§ Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold to qualified institutional buyers. At December 31, 2008, the market value of these securities amounted to $209,471,174 or 6.2% of net assets. Securities denoted with “§” but without “b” have been determined to be liquid under the guidelines established by the Board of Trustees. To the extent any securities might provide a right to demand registration, such rights have not been relied upon when determining liquidity.

# All, or a portion of security held by broker as collateral for financial futures contracts.

(b) Illiquid Security.

(e) Step Bond—Coupon rate increases in increments to maturity. Rate disclosed is as of December 31, 2008. Maturity date disclosed is the ultimate maturity date.

(h) Security in default.

(l) Floating Rate Security. Rate disclosed is as of December 31, 2008.

(o) Discount Note Security. Effective rate calculated as of December 31, 2008.

(p) Yield to maturity.

(r) The repurchase agreements are fully collateralized by U.S. government and/or agency obligations based on market prices at the date of this portfolio of investments.

(s) Issuer in bankruptcy.

(u) Represents the Portfolio’s undivided interest in a joint repurchase agreement. The repurchase agreement was fully collateralized by U.S. government agency securities at the date of this Portfolio of Investments as follows: Federal Home Loan Mortgage Corp., 0.000% – 7.500%, maturing 3/15/23 – 6/15/38; Federal National Mortgage Association, 0.000% – 7.000%, maturing 5/25/09 – 10/1/38; Government National Mortgage Association, 0.000% – 7.390%, maturing 10/16/27 – 11/16/44.

Glossary:
ABS	—	Asset-Backed Security
BRL	—	Brazilian Real
CMO	—	Collateralized Mortgage Obligation
EUR	—	European Currency Unit
IO	—	Interest Only
JPY	—	Japanese Yen
STRIPS	—	Separate Trading of Registered Interest and Principal Securities
TBA	—	Security is subject to delayed delivery.
TIPS	—	Treasury Inflation Protected Security

See Notes to Financial Statements.

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MULTIMANAGER CORE BOND PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

At December 31, 2008 the Portfolio had the following futures contracts open: (Note 1)

	Number of Contracts	Expiration Date	Original Value		Value at 12/31/2008		Unrealized Appreciation/ (Depreciation)
Purchases
90 Day EURODollar	3,457	March-11	$	846,577,913	$	844,890,800	$	(1,687,113	)
90 Day EURODollar	342	June-11		83,418,075		83,469,375		51,300
90 Day EURODollar	342	September-11		83,285,550		83,383,875		98,325
90 Day EURODollar	342	December-11		83,170,125		83,306,925		136,800
90 Day Sterling	2,380	December-09		403,435,997		418,684,123		15,248,126
90 Day Sterling	200	September-10		33,940,428		34,851,060		910,632
EURODollar	469	June-09		112,589,313		115,925,075		3,335,762
EURODollar	4,908	December-09		1,175,934,787		1,209,637,950		33,703,163
U.S. 10 Year Treasury Notes	185	March-09		22,911,943		23,263,750		351,807
U.S. 5 Year Treasury Notes	758	March-09		89,339,882		90,243,453		903,571
U.S. Treasury Bonds	442	March-09		58,449,396		61,016,719		2,567,323
							$	55,619,696
Sales
EURODollar	53	June-10	$	12,745,909	$	13,019,450	$	(273,541	)
U.S. 2 Year Treasury Notes	81	March-09		17,548,334		17,663,063		(114,729	)
U.S. Treasury Bonds	2,092	March-09		275,261,437		288,794,062		(13,532,625	)
							$	(13,920,895	)
							$	41,698,801

At December 31, 2008 the Portfolio had outstanding foreign currency contracts to buy/sell foreign currencies as follows: (Note 1)

	Local Contract Buy Amount (000’s)	Local Contract Sell Amount (000’s)	U.S. $ Current Buy Value		U.S. $ Current Sell Value		Unrealized Appreciation/ (Depreciation)
Foreign Currency Buy Contract
Japanese Yen vs. U.S. Dollar, expiring 1/8/09	31,286	328	$	345,155	$	328,000	$	17,155
Foreign Currency Sell Contracts
Brazilian Real vs. U.S. Dollar, expiring 2/3/09	10,146	22,265	$	10,145,897	$	9,435,080	$	710,817
Brazilian Real vs. U.S. Dollar, expiring 6/2/09	2,390	6,400		2,390,000		2,613,655		(223,655	)
British Pound vs. U.S. Dollar, expiring 1/13/09	3,706	2,406		3,705,765		3,458,457		247,308
British Pound vs. U.S. Dollar, expiring 1/13/09	1,164	760		1,164,241		1,092,447		71,794
British Pound vs. U.S. Dollar, expiring 1/13/09	3,711	2,406		3,711,111		3,458,457		252,654
European Union vs. U.S. Dollar, expiring 1/13/09	341	269		341,183		373,787		(32,604	)
European Union vs. U.S. Dollar, expiring 1/13/09	7,922	6,259		7,922,079		8,697,152		(775,073	)
Japanese Yen vs. U.S. Dollar, expiring 1/8/09	1,900	181,023		1,899,906		1,997,070		(97,164	)
Japanese Yen vs. U.S. Dollar, expiring 1/8/09	1,916	182,095		1,916,487		2,008,897		(92,410	)
Japanese Yen vs. U.S. Dollar, expiring 1/8/09	3,540	337,363		3,540,010		3,721,834		(181,824	)
							$	(120,157	)
							$	(103,002	)

Options Written:

Options written through the year ended December 31, 2008 were as follows:

	Total Number of Contracts		Total Premiums Received
Options Outstanding - January 1, 2008	141		$	80,552
Options Written	5,984			4,205,416
Options Terminated in Closing Purchase Transactions	(587	)		(481,126	)
Options Expired	(5,430	)		(3,785,468	)
Options Exercised	—			—
Options Outstanding - December 31, 2008	108		$	19,374

See Notes to Financial Statements.

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MULTIMANAGER CORE BOND PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1—Quoted prices in active markets for identical securities

•  Level 2—Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3—Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description	Quoted Prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Investments in Securities	$	3,750,000	$	4,887,548,122	$	6,379,154	$	4,897,677,276
Other Investments*		57,306,809		1,299,728		—		58,606,537
Total	$	61,056,809	$	4,888,847,850	$	6,379,154	$	4,956,283,813
Liabilities
Investments in Securities	$	—	$	186,474,221	$	—	$	186,474,221
Other Investments*		15,623,533		1,402,730		—		17,026,263
Total	$	15,623,533	$	187,876,951	$	—	$	203,500,484

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments in Securities	Other Investments*
Balance as of 12/31/07	$    18,933,120	$    —
Total gains or losses (realized/unrealized) included in earnings	484,731	—
Purchases, sales, issuances, and settlements (net)	—	—
Transfers in and/or out of Level 3	(13,038,697)	—
Balance as of 12/31/08	$     6,379,154	$    —
The amount of total gains or losses for the year included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held at year ending 12/31/08.	$       (43,908)	$    —

* Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:
Stocks and long-term corporate debt securities	$	15,396,924,008
Long-term U.S. Treasury securities		3,550,199,600
	$	18,947,123,608
Net Proceeds of Sales and Redemptions:
Stocks and long-term corporate debt securities	$	14,273,833,448
Long-term U.S. Treasury securities		3,496,928,894
	$	17,770,762,342

See Notes to Financial Statements.

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MULTIMANAGER CORE BOND PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	85,138,832
Aggregate gross unrealized depreciation		(229,740,323	)
Net unrealized depreciation	$	(144,601,491	)
Federal income tax cost of investments	$	5,042,278,767

At December 31, 2008, the Portfolio had loaned securities with a total value of $47,494,100. This was secured by collateral of $45,375,442 which was received as cash and subsequently invested in short-term investments currently valued at $44,856,012, as reported in the portfolio of investments. The remaining collateral of $3,206,264 was received in the form of short-term pooled securities, which the Portfolio cannot sell or repledge and accordingly are not reflected in the Portfolio’s assets and liabilities.

The components of the short-term pooled securities referenced above are as follows:

Securities	Coupon Range	Date Range
Federal Home Loan Mortgage Corp.	0.000% to 8.500%	3/1/10 to 9/1/38
Federal National Mortgage Association	1.795% to 8.000%	10/1/09 to 11/1/38
Government National Mortgage Association	3.500%to 5.500%	9/20/27 to 10/20/36

See Notes to Financial Statements.

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MULTIMANAGER HEALTH CARE PORTFOLIO

PORTFOLIO OF INVESTMENTS

December 31, 2008

	Number of Shares		Value (Note 1)
COMMON STOCKS:
Consumer Staples (1.6%)
Food & Staples Retailing (1.5%)
CVS Caremark Corp.	80,685	$	2,318,887
Drogasil S.A.	95,486		412,077
Walgreen Co.	81,100		2,000,737
			4,731,701
Personal Products (0.1%)
Herbalife Ltd.	15,464		335,260
Total Consumer Staples			5,066,961
Financials (0.1%)
Insurance (0.1% )
Amil Participacoes S.A.	136,600		427,843
Total Financials			427,843
Health Care (91.8%)
Biotechnology (24.5%)
3SBio, Inc. (ADR)*	53,303		415,763
Alexion Pharmaceuticals, Inc.*^	14,900		539,231
Amgen, Inc.*	273,606		15,800,747
Amylin Pharmaceuticals, Inc.*^	183,845		1,994,718
Array BioPharma, Inc.*^	60,625		245,531
Biogen Idec, Inc.*	44,181		2,104,341
BioMarin Pharmaceutical, Inc.*^	67,184		1,195,875
Celera Corp.*^	225,640		2,511,373
Celgene Corp.*	146,120		8,077,514
Cephalon, Inc.*^	23,800		1,833,552
Cougar Biotechnology, Inc.*	26,100		678,600
CSL Ltd.	48,957		1,156,047
Cytokinetics, Inc.*	166,900		475,665
Genentech, Inc.*	148,707		12,329,297
Genzyme Corp.*	56,749		3,766,431
Gilead Sciences, Inc.*	208,971		10,686,777
Human Genome Sciences, Inc.*^	432,000		915,840
Incyte Corp.*^	317,609		1,203,738
Keryx Biopharmaceuticals, Inc.*^	387,141		88,578
Onyx Pharmaceuticals, Inc.*^	33,123		1,131,482
OSI Pharmaceuticals, Inc.*^	37,810		1,476,481
Pharmasset, Inc.*^	14,200		186,162
Progenics Pharmaceuticals, Inc.*^	142,400		1,468,144
Regeneron Pharmaceuticals, Inc.*^	79,340		1,456,682
Rigel Pharmaceuticals, Inc.*^	35,855		286,840
Seattle Genetics, Inc.*^	129,627		1,158,865
United Therapeutics Corp.*^	39,764		2,487,238
Vertex Pharmaceuticals, Inc.*	70,565		2,143,765
			77,815,277
Health Care Distributors (1.8%)
Animal Health International, Inc.*	81,977		174,611
Cardinal Health, Inc.	70,100		2,416,347
McKesson Corp.	78,379		3,035,619
			5,626,577
Health Care Equipment (15.5%)
Abiomed, Inc.*^	62,990		1,034,296
American Medical Systems Holdings, Inc.*	78,622		706,812
Baxter International, Inc.	173,720		9,309,655
Beckman Coulter, Inc.	37,000		1,625,780

	Number of Shares	Value (Note 1)
Becton, Dickinson & Co.	31,200	$	2,133,768
China Medical Technologies, Inc. (ADR)^	54,100		1,096,066
Covidien Ltd.	145,804		5,283,937
DexCom, Inc.*^	88,061		243,048
DiaSorin S.p.A.	28,709		570,807
EnteroMedics, Inc.*	161,109		235,219
Hologic, Inc.*^	64,725		845,956
Insulet Corp.*^	48,882		377,369
Medtronic, Inc.	317,151		9,964,884
Nobel Biocare Holding AG (Registered)	17,436		357,162
NuVasive, Inc.*^	24,595		852,217
ResMed, Inc.*^	26,917		1,008,849
Smith & Nephew plc	124,588		790,472
St. Jude Medical, Inc.*	144,800		4,772,608
Stryker Corp.^	18,500		739,075
Symmetry Medical, Inc.*^	65,500		522,035
Synthes, Inc.	11,865		1,499,809
Thoratec Corp.*^	5,095		165,537
Volcano Corp.*^	128,100		1,921,500
Wright Medical Group, Inc.*^	105,275		2,150,768
Zimmer Holdings, Inc.*	23,592		953,589
			49,161,218
Health Care Facilities (0.8%)
Assisted Living Concepts, Inc., Class A*	111,866		464,244
Health Management Associates,
Inc., Class A*^	203,400		364,086
Rhoen-Klinikum AG	76,404		1,836,276
			2,664,606
Health Care Services (6.8%)
DaVita, Inc.*^	109,437		5,424,792
Express Scripts, Inc.*	94,362		5,188,023
HMS Holdings Corp.*^	21,595		680,675
Medco Health Solutions, Inc.*	213,765		8,958,891
Pediatrix Medical Group, Inc.*^	8,843		280,323
Quest Diagnostics, Inc.	20,820		1,080,766
			21,613,470
Health Care Supplies (0.8%)
Alcon, Inc.	9,000		802,710
Align Technology, Inc.*^	36,083		315,726
Dentsply International, Inc.^	34,730		980,775
TranS1, Inc.*	70,465		508,053
Xtent, Inc.*	62,115		16,150
			2,623,414
Health Care Technology (0.3%)
Allscripts-Misys Healthcare
Solutions, Inc.	54,585		541,483
Eclipsys Corp.*^	34,600		490,974
			1,032,457
Life Sciences Tools & Services (3.2%)
AMAG Pharmaceuticals, Inc.*^	7,488		268,445
Charles River Laboratories International, Inc.*^	24,393		639,097
Exelixis, Inc.*^	52,800		265,056
Illumina, Inc.*^	23,715		617,776
Life Technologies Corp.*	31,301		729,626
Pharmaceutical Product Development, Inc.^	57,354		1,663,840
PharmaNet Development Group, Inc.*^	130,590		118,837

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Number of Shares	Value (Note 1)
Qiagen N.V.*^	46,331	$	813,572
Sequenom, Inc.*^	20,580		408,307
Thermo Fisher Scientific, Inc.*	108,215		3,686,885
Varian, Inc.*^	13,891		465,487
Waters Corp.*^	10,549		386,621
			10,063,549
Managed Health Care (8.3%)
Aetna, Inc.	37,662		1,073,367
AMERIGROUP Corp.*	28,208		832,700
CIGNA Corp.	26,933		453,821
Coventry Health Care, Inc.*	126,000		1,874,880
Health Net, Inc.*^	139,090		1,514,690
Humana, Inc.*	72,600		2,706,528
UnitedHealth Group, Inc.	412,851		10,981,837
WellPoint, Inc.*	163,685		6,896,049
			26,333,872
Pharmaceuticals (29.8%)
Abbott Laboratories, Inc.	218,700		11,672,019
Allergan, Inc.	68,311		2,754,299
ARYx Therapeutics, Inc.*	56,309		168,927
Astellas Pharma, Inc.	66,100		2,689,701
AstraZeneca plc (ADR)^	37,800		1,550,934
Auxilium Pharmaceuticals, Inc.*	20,280		576,763
Bayer AG	16,839		989,204
BioMimetic Therapeutics, Inc.*^	37,334		344,219
Bristol-Myers Squibb Co.	285,803		6,644,920
Cadence Pharmaceuticals, Inc.*^	80,382		581,162
Daiichi Sankyo Co., Ltd.	124,000		2,947,432
EastPharma Ltd. (GDR)*§†	74,814		120,825
Eisai Co., Ltd.	82,100		3,402,180
Elan Corp. plc (ADR)*^	150,600		903,600
Eli Lilly & Co.	31,000		1,248,370
Forest Laboratories, Inc.*	75,000		1,910,250
H. Lunbeck A/S	29,700		616,530
Hikma Pharmaceuticals plc	84,198		425,571
Ipsen S.A.	44,673		1,744,285
Johnson & Johnson	127,208		7,610,855
Laboratorios Almirall S.A.	35,400		275,824
MAP Pharmaceuticals, Inc.*	28,446		198,553
Medicines Co.*	75,600		1,113,588
Merck KGaA	9,119		829,077
Novartis AG (ADR)	37,453		1,863,661
Pfizer, Inc.	113,536		2,010,723
Pharmstandard OJSC (GDR), Class S*§†	15,400		146,916
Roche Holding AG	21,972		3,382,231
Sanofi-Aventis S.A. (ADR)	105,274		3,385,612
Schering-Plough Corp.	266,600		4,540,198
Shionogi & Co., Ltd.	182,000		4,674,663
Shire, Ltd. (ADR)^	18,180		814,100
Takeda Pharmaceutical Co., Ltd.	21,300		1,104,883
Teva Pharmaceutical Industries Ltd. (ADR)	209,460		8,916,724
UCB S.A.	74,023		2,411,195
Wyeth	256,049		9,604,398
XenoPort, Inc.*^	13,092		328,347
			94,502,739
Total Health Care			291,437,179

	Number of Shares		Value (Note 1)
Information Technology (0.1%)
Electronic Equipment, Instruments & Components (0.1%)
Mettler-Toledo
International, Inc.*^		5,215	$	351,491
Total Information Technology				351,491
Total Common Stocks (93.6%) (Cost $351,793,591)				297,283,474
	Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENTS:
Short-Term Investments of Cash Collateral for
Securities Loaned (10.5%)
Banco de Sabadell S.A.
3.87%, 4/23/09 (l)	$	1,130,000		1,124,595
BBVA Senior Finance S.A.
2.15%, 3/12/10 (l)		830,000		812,021
Citigroup Funding, Inc.
0.36%, 3/16/09 (l)		1,130,000		1,123,048
Comerica Bank
1.06%, 3/16/09 (l)		379,994		370,454
Deutsche Bank Securities, Inc., Repurchase Agreement
0.10%, 1/2/09 (r)(u)		16,140,576		16,140,576
General Electric Capital Corp.
0.40%, 3/12/10 (l)		150,000		143,186
Goldman Sachs Group, Inc.
0.41%, 3/27/09 (l)		1,050,000		1,044,627
Hartford Life, Inc.
1.62%, 2/2/09 (l)		300,000		300,000
K2 (USA) LLC
0.37%, 5/29/09 (l)		1,509,793		1,500,130
0.37%, 6/18/09 (l)		1,889,723		1,876,042
Lehman Brothers Holdings, Inc.
0.00%, 8/21/09 (h)(s)		939,995		84,600
Links Finance LLC
0.37%, 6/25/09 (l)		569,929		564,843
MBIA Global Funding LLC
0.37%, 3/30/09 (l)		940,000		925,459
Monumental Global Funding II
0.43%, 5/26/10 (l)		1,770,000		1,522,200
Morgan Stanley
2.87%, 2/9/09 (l)		2,937,254		2,937,254
0.19%, 5/7/09 (l)		1,890,000		1,858,166
Pricoa Global Funding I
0.40%, 6/25/10 (l)		1,129,831		999,270
Total Short-Term Investments of Cash Collateral for Securities Loaned				33,326,471
Time Deposit (5.9%)
JP Morgan Chase Nassau
0.001%, 1/2/09		18,768,105		18,768,105
Total Short-Term Investments (16.4%) (Cost/Amortized Cost $53,455,200)				52,094,576

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Number of Contracts (c)	Value (Note 1)
OPTION PURCHASED:
Call Option Purchased (0.1%)
Genentech, Inc.
January 2009 @ $80.00*	442	$	190,060
January 2009 @ $95.00*	795		15,900
January 2009 @ $100.00*	376		3,008
January 2009 @ $120.00*	1,423		7,115
Total Options Purchased (0.1%) (Cost $1,068,064)			216,083
Total Investments (110.1%) (Cost/Amortized Cost $406,316,855)			349,594,133
Other Assets Less Liabilities (-10.1%)			(31,997,734	)
Net Assets (100%)		$	317,596,399

* Non-income producing.

^ All, or a portion of security out on loan (See Note 1).

† Securities (totaling $267,741 or 0.1% of net assets) at fair value.

§ Securities exempt from registration under Rule 144A of the Securities Act

of 1933. These securities may only be resold to qualified institutional buyers. At December 31, 2008, the market value of these securities amounted to $267,741 or 0.1% of net assets. Securities denoted with “§” but without “b” have been determined to be liquid under the guidelines established by the Board of Trustees. To the extent any securities might provide a right to demand registration, such rights have not been relied upon when determining liquidity.

(c) One contract relates to 100 shares.

(h) Security in default.

(l) Floating Rate Security. Rate disclosed is as of December 31, 2008.

(r) The repurchase agreements are fully collateralized by U.S. government and/or agency obligations based on market prices at the date of this portfolio of investments.

(s) Issuer in bankruptcy.

(u) Represents the Portfolio’s undivided interest in a joint repurchase agreement. The repurchase agreement was fully collateralized by U.S. government agency securities at the date of this Portfolio of Investments as follows: Federal Home Loan Mortgage Corp., 0.000%—7.500%, maturing 3/15/23 – 6/15/38; Federal National Mortgage Association, 0.000%—7.000%, maturing 5/25/09 – 10/1/38; Government National Mortgage Association, 0.000%—7.390%, maturing 10/16/27 – 11/16/44.

Glossary:
ADR	—	American Depositary Receipt
GDR	—	Global Depositary Receipt

At December 31, 2008 the Portfolio had outstanding foreign currency contracts to buy/sell foreign currencies as follows: (Note 1)

	Local Contract Buy Amount (000’s)	Local Contract Sell Amount (000’s)	U.S. $ Current Buy Value		U.S. $ Current Sell Value		Unrealized Appreciation/ (Depreciation)
Foreign Currency Buy Contracts
British Pound vs. U.S. Dollar, expiring 2/10/09	250	386	$	359,098	$	386,173	$	(27,075	)
European Union vs. U.S. Dollar, expiring 2/10/09	630	900		874,396		900,289		(25,893	)
European Union vs. U.S. Dollar, expiring 2/10/09	300	383		416,379		383,355		33,024
Swiss Franc vs. U.S. Dollar, expiring 2/10/09	1,350	1,247		1,268,832		1,246,606		22,226
							$	2,282
Foreign Currency Sell Contracts
British Pound vs. U.S. Dollar, expiring 2/10/09	1,022	644	$	1,021,854	$	925,035	$	96,819
European Union vs. U.S. Dollar, expiring 2/10/09	2,515	1,970		2,514,666		2,734,222		(219,556	)
Swiss Franc vs. U.S. Dollar, expiring 2/10/09	2,655	3,105		2,654,935		2,918,315		(263,380	)
							$	(386,117	)
							$	(383,835	)

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Options Written:

Options written through the year ended December 31, 2008 were as follows:

	Total Number of Contracts		Total Premiums Received
Options Outstanding—January 1, 2008	—		$	—
Options Written	3,919			539,689
Options Terminated in Closing Purchase Transactions	(3,715	)		(516,841	)
Options Expired	(204	)		(22,848	)
Options Exercised	—			—
Options Outstanding—December 31, 2008	—		$	—

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•   Level 1 - Quoted prices in active markets for identical securities

•   Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•   Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description		Quoted Prices in   Active Markets for   Identical   Securities   (Level 1)		Significant Other   Observable Inputs   (Level 2)		Significant   Unobservable   Inputs   (Level 3)		Total
Assets
Investments in Securities	$	264,688,547	$	84,637,845	$	267,741	$	349,594,133
Other Investments*		—		152,069		—		152,069
Total	$	264,688,547	$	84,789,914	$	267,741	$	349,746,202
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*		—		535,904		—		535,904
Total	$	—	$	535,904	$	—	$	535,904

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments in Securities		Other Investments*
Balance as of 12/31/07	$	1,425,571	$	—
Total gains or losses (realized/unrealized) included in earnings		(126,359)		—
Purchases, sales, issuances, and settlements (net)		(1,135,988)		—
Transfers in and/or out of Level 3		104,517		—
Balance as of 12/31/08	$	267,741	$	—
The amount of total gains or losses for the year included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held at year ending 12/31/08.	$	(755,237)	$	—

* Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:
Stocks and long-term corporate debt securities	$	451,196,710
Net Proceeds of Sales and Redemptions:
Stocks and long-term corporate debt securities	$	447,499,889
As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:
Aggregate gross unrealized appreciation	$	8,103,924
Aggregate gross unrealized depreciation		(80,179,604	)
Net unrealized depreciation	$	(72,075,680	)
Federal income tax cost of investments	$	421,669,813

At December 31, 2008, the Portfolio had loaned securities with a total value of $34,486,541. This was secured by collateral of $34,687,095 which was received as cash and subsequently invested in short-term investments currently valued at $33,326,471, as reported in the portfolio of investments.

For the year ended December 31, 2008, the Portfolio incurred approximately $3,719 as brokerage commissions with Sanford C. Bernstein & Co., Inc., an affiliated broker/dealer.

The Portfolio has a net capital loss carryforward of $5,225,109 which expires in the year 2016.

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS

December 31, 2008

	Principal Amount		Value (Note 1)
LONG-TERM DEBT SECURITIES:
Asset-Backed and Mortgage-Backed Securities (0.8%)
Asset-Backed Securities (0.4%)
Pegasus Aviation Lease Securitization,
Series 2001-1A A1
2.305%, 5/10/31(l)§	$	3,800,000	$	760,000
Triton Aviation Finance,
Series 1A A1
1.965%, 6/15/25(b)(l)§		9,541,278		4,818,346
				5,578,346
Non-Agency CMO (0.4%)
American Home Mortgage Assets,
Series 2006-1 2A1
0.661%, 5/25/46(l)		110,254		43,340
Series 2006-2 2A1
0.661%, 9/25/46(l)		61,636		24,417
Series 2006-4 1A12
0.681%, 10/25/46(l)		154,031		53,655
Series 2006-5 A1
3.176%, 11/25/46(l)		2,459,339		836,893
Series 2007-1 A1
2.956%, 2/25/47(l)		85,081		28,597
Series 2007-3 22A1
6.250%, 6/25/37(e)		1,401,364		630,140
American Home Mortgage Investment Trust,
Series 2005-2 4A1
5.660%, 9/25/45(l)		49,258		23,319
Bear Stearns Adjustable Rate Mortgage Trust,
Series 2007-3 1A1
5.472%, 5/25/47(l)		86,749		50,183
Chase Mortgage Finance Corp.,
Series 2007-A1 11M1
5.431%, 3/25/37(l)		74,512		47,434
Citigroup Mortgage Loan Trust, Inc.,
Series 2006-AR7 1A3A
5.664%, 7/25/46(l)		64,396		32,765
Series 2007-10 22AA
6.014%, 9/25/37(l)		178,721		94,910
Countrywide Alternative Loan Trust,
Series 2005-59 1A1
0.838%, 11/20/35(l)		53,711		26,849
Series 2005-62 2A1
3.256%, 12/25/35(l)		42,272		18,108
Series 2006-HY13 4A1
5.894%, 2/25/37(l)		77,434		39,039
Series 2006-OA11 A1B
0.661%, 9/25/46(l)		88,736		34,576
Series 2006-OA17 1A1A
0.703%, 12/20/46(l)		228,166		98,965
Series 2006-OA9 2A1A
0.718%, 7/20/46(l)		137,161		56,075
GSR Mortgage Loan Trust,
Series 2006-AR1 2A1
5.181%, 1/25/36(l)		72,828		50,179
Harborview Mortgage Loan Trust,
Series 2006-5 2A1A
0.761%, 7/19/46(l)		70,644		28,634
Indymac Index Mortgage Loan Trust,
Series 2006-AR12 A1
0.661%, 9/25/46(l)		67,707		27,350
Series 2006-AR6 2A1A
0.671%, 6/25/47(l)		63,674		27,814

	Principal Amount		Value (Note 1)
Luminent Mortgage Trust,
Series 2006-7 2A1
0.641%, 12/25/36(l)	$	81,626	$	35,799
MASTR Adjustable Rate Mortgages Trust,
Series 2006-OA1 1A1
0.681%, 4/25/46(l)		46,698		18,280
Merrill Lynch Mortgage Backed Securities Trust,
Series 2007-1 2A1
5.819%, 4/25/37(l)		75,855		54,170
Residential Accredit Loans, Inc.,
Series 2007-QS4 2A1
0.801%, 3/25/37(l)		1,637,354		482,811
Series 2007-QS9 A33
6.500%, 7/25/37		2,692,431		1,395,858
Structured Asset Mortgage Investments, Inc.,
Series 2006-AR5 4A1
0.691%, 5/25/46(l)		65,138		26,087
Series 2006-AR6 2A1
0.661%, 7/25/46(l)		78,988		34,409
Suntrust Alternative Loan Trust,
Series 2006-1F 3A
0.821%, 4/25/36(l)		1,312,857		545,643
WaMu Mortgage Pass-Through Certificates,
Series 2006-AR10 1A1
5.929%, 9/25/36(l)		64,582		37,342
Series 2006-AR17 1A
3.076%, 12/25/46(l)		70,651		26,547
Series 2007-HY1 1A1
5.706%, 2/25/37(l)		79,440		43,333
Series 2007-HY1 2A3
5.863%, 2/25/37(l)		78,309		54,951
Series 2007-HY1 4A1
5.449%, 2/25/37(l)		165,624		98,750
Series 2007-HY2 1A1
5.606%, 12/25/36(l)		82,494		40,845
Series 2007-HY5 2A1
5.653%, 5/25/37(l)		84,067		56,418
Series 2007-OA1 A1A
2.956%, 2/25/47(l)		147,327		54,888
Series 2007-OA2 1A
2.956%, 3/25/47(l)		77,423		28,883
Series 2007-OA3 2A1A
3.016%, 4/25/47(l)		79,287		34,915
Wells Fargo Mortgage Backed Securities Trust,
Series 2006-AR10 5A6
5.594%, 7/25/36(l)		76,528		42,112
				5,385,283
Total Asset-Backed and Mortgage- Backed Securities				10,963,629
Convertible Bonds (1.0%)
Consumer Discretionary (0.4%)
Specialty Retail (0.4%)
Sonic Automotive, Inc.
5.250%, 5/7/09	$	5,475,000		4,653,750
Total Consumer Discretionary				4,653,750

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount		Value (Note 1)
Energy (0.2%)
Oil, Gas & Consumable Fuels (0.2%)
Chesapeake Energy Corp.
2.250%, 12/15/38	$	5,625,000	$	2,524,219
Total Energy				2,524,219
Financials (0.1%)
Insurance (0.1%)
Prudential Financial, Inc.
0.366%, 12/15/37(l)		2,125,000		2,011,312
Total Financials				2,011,312
Health Care (0.1%)
Pharmaceuticals (0.1%)
Mylan, Inc.
1.250%, 3/15/12^		1,600,000		1,176,000
Total Health Care				1,176,000
Information Technology (0.1%)
Communications Equipment (0.0%)
Nortel Networks Corp.
1.750%, 4/15/12		350,000		49,875
2.125%, 4/15/14		1,725,000		241,500
				291,375
Semiconductors & Semiconductor Equipment (0.1%)
Advanced Micro Devices, Inc.
6.000%, 5/1/15		1,650,000		470,250
Total Information Technology				761,625
Telecommunication Services (0.1%)
Diversified Telecommunication Services (0.1%)
Qwest Communications International, Inc.
3.500%, 11/15/25		1,950,000		1,640,438
Total Telecommunication Services				1,640,438
Total Convertible Bonds				12,767,344
Corporate Bonds (87.8%)
Consumer Discretionary (19.8%)
Auto Components (2.3% )
Allison Transmission, Inc.
11.000%, 11/1/15^§	$	3,625,000		1,776,250
American Tire Distributors, Inc.
7.709%, 4/1/12(l)		4,500,000		3,330,000
7.709%, 4/1/12(l)§		4,300,000		3,182,000
ArvinMeritor, Inc.
8.750%, 3/1/12^		5,195,000		2,805,300
8.125%, 9/15/15^		3,618,000		1,628,100
Cooper-Standard Automotive, Inc.
7.000%, 12/15/12		3,655,000		1,096,500
Goodyear Tire & Rubber Co.
6.318%, 12/1/09(l)		3,450,000		3,139,500
9.000%, 7/1/15^		4,530,000		3,646,650
Tenneco, Inc.
8.125%, 11/15/15		5,575,000		2,564,500
Series B
10.250%, 7/15/13		1,627,000		1,008,740
TRW Automotive, Inc.
7.000%, 3/15/14^§		2,340,000		1,240,200
7.250%, 3/15/17^§		5,590,000		2,850,900

	Principal Amount		Value (Note 1)
United Components, Inc.
9.375%, 6/15/13	$	4,090,000	$	1,717,800
				29,986,440
Automobiles (0.2%)
Ford Motor Co.
7.500%, 8/1/26^		5,000,000		1,175,000
General Motors Corp.
7.700%, 4/15/16		1,375,000		254,375
8.250%, 7/15/23^		8,900,000		1,468,500
8.100%, 6/15/24		1,550,000		232,500
7.400%, 9/1/25		50,000		8,250
				3,138,625
Distributors (0.3%)
SGS International, Inc.
12.000%, 12/15/13		7,035,000		3,526,294
Diversified Consumer Services (0.1%)
Service Corp. International
7.375%, 10/1/14		500,000		425,000
7.625%, 10/1/18		900,000		666,000
				1,091,000
Hotels, Restaurants & Leisure (2.8%)
Choctaw Resort Development Enterprise
7.250%, 11/15/19(b)§		2,227,000		1,158,040
Dave & Buster’s, Inc.
11.250%, 3/15/14		3,242,000		1,718,260
Downstream Development Authority of the Quapaw Tribe of Oklahoma
12.000%, 10/15/15§		4,000,000		2,200,000
El Pollo Loco, Inc.
11.750%, 11/15/13^		4,000,000		2,960,000
Harrah’s Operating Co., Inc.
10.750%, 2/1/16^§		5,550,000		1,581,750
Isle of Capri Casinos, Inc.
7.000%, 3/1/14^		3,500,000		1,487,500
Landry’s Restaurants, Inc.
9.500%, 12/15/14		5,501,000		5,501,000
MGM MIRAGE
13.000%, 11/15/13^§		6,000,000		5,715,000
Mirage Resorts, Inc.
7.250%, 8/1/17		3,060,000		1,851,300
Royal Caribbean Cruises Ltd.
7.250%, 3/15/18		2,500,000		1,275,000
Shingle Springs Tribal Gaming Authority
9.375%, 6/15/15§		4,750,000		2,375,000
Travelport LLC
6.828%, 9/1/14(l)		3,700,000		1,091,500
9.875%, 9/1/14		4,700,000		1,762,500
11.875%, 9/1/16^		1,107,000		309,960
Turning Stone Resort Casino Enterprise
9.125%, 12/15/10§		4,075,000		3,423,000
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp.
6.625%, 12/1/14		3,154,000		2,381,270
				36,791,080
Household Durables (0.6%)
Blyth, Inc.
5.500%, 11/1/13		8,050,000		6,037,500
Sealy Mattress Co.
8.250%, 6/15/14^		4,000,000		2,360,000
				8,397,500
Internet & Catalog Retail (0.1%)
Visant Corp.
7.625%, 10/1/12		1,710,000		1,402,200

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount		Value (Note 1)
Leisure Equipment & Products (0.2%)
Steinway Musical Instruments, Inc.
7.000%, 3/1/14§	$	3,200,000	$	2,224,000
Media (12.5%)
Allbritton Communications Co.
7.750%, 12/15/12		7,283,000		3,577,774
AMC Entertainment, Inc.
11.000%, 2/1/16		5,159,000		3,604,851
Block Communications, Inc.
8.250%, 12/15/15§		5,000,000		3,300,000
Cablevision Systems Corp.
Series B
8.334%, 4/1/09(l)		4,000,000		3,990,000
CanWest Media, Inc.
8.000%, 9/15/12^		7,550,000		3,322,000
CCH II LLC/CCH II Capital Corp.
10.250%, 9/15/10^		1,200,000		552,000
10.250%, 10/1/13^§		3,598,000		1,223,320
CCO Holdings LLC/CCO Holdings Capital Corp.
8.750%, 11/15/13^		6,615,000		4,167,450
Charter Communications Operating LLC/ Charter Communications Operating Capital Corp.
8.000%, 4/30/12^§		1,000,000		820,000
Cinemark, Inc.
0.000%, 3/15/14(e)		1,000,000		808,750
Clear Channel Communications, Inc.
4.250%, 5/15/09		6,750,000		5,940,000
CSC Holdings, Inc.
6.750%, 4/15/12^		3,539,000		3,238,185
8.500%, 6/15/15§		125,000		110,000
7.625%, 7/15/18		3,675,000		2,866,500
Series B
7.625%, 4/1/11		3,320,000		3,129,100
CW Media Holdings, Inc.
13.500%, 8/15/15 PIK§		6,025,000		2,651,000
Dex Media West LLC/Dex Media Finance Co.
Series B
8.500%, 8/15/10^		3,970,000		2,401,850
9.875%, 8/15/13		1,100,000		261,250
Dex Media, Inc.
8.000%, 11/15/13		4,700,000		869,500
9.000%, 11/15/13(e)		1,250,000		231,250
DirecTV Holdings LLC/DirecTV Financing Co.
8.375%, 3/15/13		3,852,000		3,832,740
7.625%, 5/15/16		9,650,000		9,360,500
Echostar DBS Corp.
7.000%, 10/1/13		5,525,000		4,792,937
6.625%, 10/1/14		4,720,000		3,941,200
7.750%, 5/31/15		2,200,000		1,870,000
7.125%, 2/1/16^		9,590,000		8,007,650
Gallery Capital S.A.
10.125%, 5/15/13§		3,550,000		887,500
Intelsat Intermediate Holding Co., Ltd.
0.000%, 2/1/15(e)§		4,500,000		3,420,000
Intelsat Jackson Holdings Ltd.
9.500%, 6/15/16§		6,250,000		5,750,000
Intelsat Subsidiary Holding Co., Ltd.
8.500%, 1/15/13§		3,725,000		3,445,625
Interpublic Group of Cos., Inc.
5.400%, 11/15/09^		2,000,000		1,780,000
7.250%, 8/15/11^		4,000,000		2,080,000
6.250%, 11/15/14		4,500,000		2,002,500
Kabel Deutschland GmbH
10.625%, 7/1/14		6,500,000		5,785,000

	Principal Amount		Value (Note 1)
Lighthouse International Co. S.A.
8.000%, 4/30/14(b)§	EUR	3,205,000	$	2,116,177
8.000%, 4/30/14(b)(m)		75,000		49,521
Local Insight Regatta Holdings, Inc.
11.000%, 12/1/17	$	5,071,000		1,318,460
Network Communications, Inc.
10.750%, 12/1/13		7,350,000		2,030,437
Quebecor Media, Inc.
7.750%, 3/15/16		14,977,000		10,109,475
R.H. Donnelley Corp.
Series A-3
8.875%, 1/15/16		9,755,000		1,463,250
Series A-4
8.875%, 10/15/17		5,250,000		787,500
R.H. Donnelley, Inc.
11.750%, 5/15/15§		350,000		85,750
Reader’s Digest Association, Inc.
9.000%, 2/15/17		8,000,000		690,000
Telesat Canada/Telesat LLC
11.000%, 11/1/15§		2,975,000		2,112,250
Unitymedia GmbH
10.125%, 2/15/15§	EUR	1,750,000		2,031,211
10.375%, 2/15/15§	$	7,250,000		5,636,875
Unitymedia Hessen GmbH & Co. KG
7.702%, 4/15/13(l)§	EUR	1,000,000		1,118,990
UPC Holding B.V.
7.750%, 1/15/14(b)(m)		925,000		983,634
8.625%, 1/15/14(b)(m)		2,500,000		2,710,598
8.625%, 1/15/14§		11,000,000		11,926,629
Videotron Ltd.
9.125%, 4/15/18^§	$	9,600,000		8,928,000
WMG Holdings Corp.
0.000%, 12/15/14(e)		12,120,000		4,484,400
				162,603,589
Specialty Retail (0.2%)
Rent-A-Center, Inc.
Series B
7.500%, 5/1/10^		2,225,000		2,047,000
Textiles, Apparel & Luxury Goods (0.5%)
Perry Ellis International, Inc.
Series B
8.875%, 9/15/13		7,325,000		4,395,000
Rafaella Apparel Group, Inc.
Series B
11.250%, 6/15/11		7,586,000		2,693,030
				7,088,030
Total Consumer Discretionary				258,295,758
Consumer Staples (4.3%)
Food & Staples Retailing (1.6%)
American Stores Co.
8.000%, 6/1/26		2,690,000		1,681,250
General Nutrition Centers, Inc.
7.584%, 3/15/14 PIK(l)		2,325,000		1,302,000
Ingles Markets, Inc.
8.875%, 12/1/11		8,223,000		7,154,010
New Albertsons, Inc.
6.950%, 8/1/09		500,000		488,750
7.750%, 6/15/26		2,500,000		1,525,000
6.570%, 2/23/28		100,000		47,000
7.450%, 8/1/29		4,250,000		2,507,500
8.000%, 5/1/31		600,000		360,000

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount		Value (Note 1)
Rite Aid Corp.
8.625%, 3/1/15	$	2,500,000	$	862,500
9.375%, 12/15/15^		7,450,000		2,607,500
10.375%, 7/15/16^		1,000,000		735,000
Roundy’s, Inc. Term Loan
4.190%, 10/27/11(b)(l)		650,733		447,379
4.630%, 10/27/11(l)		669,296		460,142
				20,178,031
Household Products (1.5%)
American Achievement Corp.
8.250%, 4/1/12§		9,035,000		6,956,950
Amscan Holdings, Inc.
8.750%, 5/1/14		8,100,000		4,738,500
Prestige Brands, Inc.
9.250%, 4/15/12^		6,769,000		6,227,480
Visant Holding Corp.
10.250%, 12/1/13(e)		3,000,000		2,220,000
				20,142,930
Tobacco (1.2%)
Altria Group, Inc.
9.700%, 11/10/18		7,700,000		8,322,391
Reynolds American, Inc.
7.750%, 6/1/18		2,040,000		1,673,677
Vector Group Ltd.
11.000%, 8/15/15		8,250,000		6,187,500
				16,183,568
Total Consumer Staples				56,504,529
Energy (7.6%)
Energy Equipment & Services (0.8%)
Cie Generale de Geophysique-Veritas
7.750%, 5/15/17		2,850,000		1,653,000
Dresser-Rand Group, Inc.
7.375%, 11/1/14		61,000		46,970
Forbes Energy Services Ltd.
11.000%, 2/15/15		4,900,000		2,940,000
Helix Energy Solutions Group, Inc.
9.500%, 1/15/16§		6,000,000		3,180,000
Stewart & Stevenson LLC
10.000%, 7/15/14		3,800,000		2,356,000
				10,175,970
Oil, Gas & Consumable Fuels (6.8%)
Atlas Pipeline Partners LP
8.750%, 6/15/18§		4,375,000		2,865,625
Chesapeake Energy Corp.
7.500%, 6/15/14		1,350,000		1,140,750
7.000%, 8/15/14^		2,900,000		2,407,000
6.625%, 1/15/16^		1,000,000		790,000
6.875%, 1/15/16^		475,000		380,000
6.250%, 1/15/17	EUR	475,000		396,164
Citic Resources Finance Ltd.
6.750%, 5/15/14^§	$	425,000		276,250
Colorado Interstate Gas Co.
5.950%, 3/15/15		1,550,000		1,290,192
Connacher Oil and Gas Ltd.
10.250%, 12/15/15§		4,400,000		1,760,000
Copano Energy LLC/Copano Energy Finance Corp.
7.750%, 6/1/18§		5,000,000		3,375,000

	Principal Amount		Value (Note 1)
El Paso Corp.
7.000%, 5/15/11	$	175,000	$	159,212
7.875%, 6/15/12^		175,000		157,146
6.875%, 6/15/14^		200,000		161,463
7.000%, 6/15/17		4,925,000		3,854,330
7.250%, 6/1/18		250,000		198,418
8.050%, 10/15/30^		3,700,000		2,410,979
Energy Partners Ltd.
9.750%, 4/15/14		6,025,000		1,988,250
Energy XXI Gulf Coast, Inc.
10.000%, 6/15/13		6,400,000		2,816,000
Enterprise Products Operating LP
8.375%, 8/1/66(l)		5,375,000		2,956,250
Ferrellgas Escrow LLC/ Ferrellgas Finance Escrow Corp.
6.750%, 5/1/14		5,060,000		3,491,400
Ferrellgas Partners LP/ Ferrellgas Partners Finance Corp.
7.240%, 8/1/10†		9,000,000		7,087,500
8.750%, 6/15/12		3,000,000		2,100,000
Inergy LP/Inergy Finance Corp.
6.875%, 12/15/14		1,150,000		897,000
8.250%, 3/1/16^		4,790,000		3,736,200
James River Coal Co.
9.375%, 6/1/12		3,975,000		2,921,625
KCS Energy, Inc.
7.125%, 4/1/12		4,400,000		3,300,000
Kinder Morgan Finance Co. ULC
5.700%, 1/5/16		7,210,000		5,371,450
Linn Energy LLC
9.875%, 7/1/18§		4,500,000		2,632,500
Massey Energy Co.
6.875%, 12/15/13		6,489,000		4,801,860
Newfield Exploration Co.
6.625%, 4/15/16		2,000,000		1,590,000
OPTI Canada, Inc.
8.250%, 12/15/14		2,370,000		1,279,800
PetroHawk Energy Corp.
9.125%, 7/15/13		2,725,000		2,207,250
Plains Exploration & Production Co.
7.750%, 6/15/15		3,000,000		2,265,000
Range Resources Corp.
7.250%, 5/1/18		2,000,000		1,670,000
SandRidge Energy, Inc.
8.000%, 6/1/18§		7,840,000		4,351,200
Sonat, Inc.
7.625%, 7/15/11		2,925,000		2,666,834
Stone Energy Corp.
8.250%, 12/15/11		6,500,000		4,030,000
Williams Cos., Inc.
7.875%, 9/1/21		1,541,000		1,178,865
Series A
7.500%, 1/15/31		2,775,000		1,859,250
				88,820,763
Total Energy				98,996,733
Financials (16.2%)
Capital Markets (1.4%)
Goldman Sachs Group, Inc.
6.250%, 9/1/17		500,000		484,818
6.150%, 4/1/18		2,100,000		2,018,018
Lehman Brothers Holdings, Inc.
5.625%, 1/24/13(h)		2,250,000		213,750
6.750%, 12/28/17(h)		2,450,000		245

See Notes to Financial Statements.

91

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount		Value (Note 1)
Merrill Lynch & Co., Inc.
4.485%, 5/12/10(l)	$	1,800,000	$	1,734,388
6.875%, 4/25/18		4,125,000		4,314,857
Morgan Stanley
4.233%, 5/14/10(l)		8,000,000		7,446,376
UBS AG/Jersey
7.152%, 12/29/49(l)	EUR	2,200,000		2,110,035
				18,322,487
Commercial Banks (2.3% )
Barclays Bank plc
6.050%, 12/4/17§	$	1,625,000		1,433,567
7.700%, 4/29/49(l)§		850,000		562,071
5.926%, 9/29/49(l)§		2,700,000		992,849
7.434%, 9/29/49(l)§		2,000,000		1,011,160
Credit Agricole S.A.
4.130%, 11/29/49(l)	EUR	350,000		329,178
HBOS plc
6.750%, 5/21/18§	$	2,000,000		1,760,198
Intesa Sanpaolo S.p.A.
8.047%, 6/29/49(l)	EUR	1,000,000		834,016
Rabobank Capital Funding Trust III
5.254%, 12/29/49(l)§	$	1,100,000		603,100
Royal Bank of Scotland Group plc
7.640%, 3/31/49(l)		6,500,000		2,588,846
6.990%, 10/29/49(l)§		1,500,000		701,304
Societe Generale S.A.
6.999%, 12/29/49(l)	EUR	600,000		543,933
Wells Fargo & Co.
7.980%, 2/28/49(l)	$	9,925,000		8,460,070
Wells Fargo Capital XIII
7.700%, 12/29/49(l)		1,650,000		1,361,763
Wells Fargo Capital XV
9.750%, 12/29/49(l)		8,200,000		8,282,000
				29,464,055
Consumer Finance (3.9%)
American Express Co.
7.000%, 3/19/18		8,425,000		8,518,888
Ford Motor Credit Co. LLC
9.203%, 4/15/09(l)		3,900,000		3,763,500
7.375%, 10/28/09		3,850,000		3,381,151
5.700%, 1/15/10		225,000		191,212
9.750%, 9/15/10		3,200,000		2,559,981
9.875%, 8/10/11		2,450,000		1,807,414
7.800%, 6/1/12		9,600,000		6,735,110
7.000%, 10/1/13		6,105,000		4,218,109
8.000%, 12/15/16		800,000		521,094
GMAC LLC
6.625%, 5/15/12		2,475,000		1,907,502
6.875%, 8/28/12		3,625,000		2,748,743
6.750%, 12/1/14		4,120,000		2,816,622
8.000%, 11/1/31		11,560,000		6,763,745
Russell-Stanley Holdings, Inc.
9.000%, 11/30/09(h)†		729,508		—
SLM Corp.
3.695%, 7/26/10(l)		800,000		682,785
4.500%, 7/26/10		1,375,000		1,193,317
5.125%, 8/27/12^		725,000		542,560
4.750%, 3/17/14	EUR	3,800,000		3,063,670
8.450%, 6/15/18	$	200,000		158,124
				51,573,527
Diversified Financial Services (7.0%)
AES Ironwood LLC
8.857%, 11/30/25		6,000,911		5,220,792

	Principal Amount		Value (Note 1)
AES Red Oak LLC
Series A
8.540%, 11/30/19	$	1,558,441	$	1,371,428
Altra Industrial Motion, Inc.
9.000%, 12/1/11		4,525,000		4,276,125
Axcan Intermediate Holdings, Inc.
12.750%, 3/1/16		6,350,000		5,334,000
Bank of America Corp.
8.000%, 12/29/49(l)		8,775,000		6,311,752
8.125%, 12/29/49(l)		740,000		553,520
C10 Capital SPV Ltd.
6.722%, 12/31/49(l)§		1,000,000		475,830
CIT Group Funding Co. of Canada
4.650%, 7/1/10		80,000		70,230
5.600%, 11/2/11		450,000		366,917
CIT Group, Inc.
2.219%, 3/12/10(l)		675,000		625,946
5.200%, 11/3/10		2,400,000		2,079,845
4.750%, 12/15/10		3,060,000		2,693,611
5.600%, 4/27/11		900,000		759,861
Citigroup Capital XXI
8.300%, 12/21/57(l)		3,025,000		2,332,992
Citigroup, Inc.
5.500%, 4/11/13		4,625,000		4,503,289
6.125%, 5/15/18^		1,200,000		1,213,346
El Paso Performance-Linked Trust
7.750%, 7/15/11§		3,250,000		2,813,687
Hexion US FinanceCorp./Hexion Nova Scotia Finance ULC
9.750%, 11/15/14		5,000,000		1,425,000
Icahn Enterprises LP/Icahn Enterprises Finance Corp.
8.125%, 6/1/12^		1,100,000		847,000
7.125%, 2/15/13^		9,275,000		6,399,750
JPMorgan Chase & Co.
7.900%, 4/29/49(l)		6,350,000		5,282,121
KRATON Polymers LLC/KRATON Polymers Capital Corp.
8.125%, 1/15/14		3,200,000		1,280,000
Leucadia National Corp.
8.125%, 9/15/15		8,900,000		7,142,250
7.125%, 3/15/17		500,000		371,250
NSG Holdings LLC/NSG Holdings, Inc.
7.750%, 12/15/25(b)§		4,650,000		3,627,000
Rainbow National Services LLC
10.375%, 9/1/14§		11,620,000		10,341,800
SMFG Preferred Capital USD 3 Ltd.
9.500%, 7/25/49(l)^§		800,000		732,986
Smurfit Kappa Funding plc
7.750%, 4/1/15		350,000		190,750
Susser Holdings LLC
10.625%, 12/15/13		4,018,000		3,515,750
UBS Preferred Funding Trust V
Series 1
6.243%, 5/29/49(l)		1,200,000		655,349
Universal City Development Partners Ltd.
11.750%, 4/1/10		10,025,000		6,466,125
Universal City Florida Holding Co. I/II
7.943%, 5/1/10(l)		2,600,000		1,118,000
8.375%, 5/1/10		3,650,000		1,660,750
				92,059,052

See Notes to Financial Statements.

92

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount		Value (Note 1)
Insurance (1.3%)
American International Group, Inc.
3.548%, 1/29/10(l)§	$	1,350,000	$	1,188,000
4.613%, 10/18/11(l)^		1,725,000		1,240,190
1.625%, 3/20/12(l)		2,800,000		1,754,841
5.850%, 1/16/18		2,800,000		1,876,798
8.250%, 8/15/18§		4,200,000		3,074,060
8.625%, 5/22/38(b)(l)(m)	GBP	2,000,000		862,650
8.175%, 5/15/58(l)§	$	5,525,000		2,149,363
HUB International Holdings, Inc.
9.000%, 12/15/14§		3,250,000		1,986,563
10.250%, 6/15/15§		5,000,000		2,206,250
				16,338,715
Real Estate Investment Trusts (REITs) (0.3%)
Ventas Realty LP/Ventas Capital Corp.
6.750%, 6/1/10		1,920,000		1,816,800
9.000%, 5/1/12		1,200,000		1,068,000
6.625%, 10/15/14		225,000		171,000
7.125%, 6/1/15		1,000,000		782,500
6.750%, 4/1/17		405,000		307,800
				4,146,100
Real Estate Management & Development (0.0%)
Forest City Enterprises, Inc.
6.500%, 2/1/17		450,000		157,500
Total Financials				212,061,436
Health Care (8.9%)
Health Care Equipment & Supplies (1.9%)
Accellent, Inc.
10.500%, 12/1/13		7,000,000		4,795,000
Biomet, Inc.
10.000%, 10/15/17^		5,630,000		5,404,800
10.375%, 10/15/17 PIK		2,055,000		1,623,450
11.625%, 10/15/17		12,110,000		10,354,050
Fresenius Medical Care Capital Trust IV
7.875%, 6/15/11		600,000		570,000
Fresenius SE
6.750%, 8/22/14(l)		974,842		882,232
Term B2 Loan
6.750%, 8/20/13(l)		525,158		475,268
				24,104,800
Health Care Providers & Services (4.8%)
Community Health Systems, Inc.
8.875%, 7/15/15^		11,185,000		10,290,200
DaVita, Inc.
6.625%, 3/15/13		700,000		665,000
7.250%, 3/15/15^		2,820,000		2,679,000
HCA, Inc.
6.300%, 10/1/12^		1,500,000		1,057,500
9.125%, 11/15/14^		4,175,000		3,872,312
9.250%, 11/15/16		24,530,000		22,506,275
9.625%, 11/15/16 PIK^		3,200,000		2,496,000
7.500%, 12/15/23		410,000		192,557
Health Management Associates, Inc.
6.125%, 4/15/16		700,000		434,000
HealthSouth Corp. Term Loan
4.270%, 2/2/13(b)§		13,381		10,246
4.690%, 2/2/13§		693,418		530,960
Skilled Healthcare Group, Inc.
11.000%, 1/15/14		3,795,000		3,567,300
Surgical Care Affiliates, Inc.
8.875%, 7/15/15 PIK§		1,950,000		1,189,500
10.000%, 7/15/17§		3,250,000		1,690,000

	Principal Amount		Value (Note 1)
U.S. Oncology Holdings, Inc.
8.334%, 3/15/12 PIK(l)	$	5,212,000	$	3,283,560
U.S. Oncology, Inc.
10.750%, 8/15/14		10,000,000		8,150,000
				62,614,410
Pharmaceuticals (2.2%)
Angiotech Pharmaceuticals, Inc.
5.953%, 12/1/13(l)		6,300,000		3,055,500
7.750%, 4/1/14^		2,200,000		473,000
Argatroban Royalty Sub LLC
18.500%, 9/30/14†		4,497,120		3,597,696
Elan Finance plc/Elan Finance Corp.
6.149%, 11/15/11(l)		2,800,000		1,526,000
6.328%, 12/1/13(l)		2,075,000		975,250
8.875%, 12/1/13		6,475,000		3,367,000
Phibro Animal Health Corp.
13.000%, 8/1/14§		9,540,000		7,441,200
Royalty Pharma AG Term Loan
7.750%, 5/15/15(l)		10,000,000		8,783,330
				29,218,976
Total Health Care				115,938,186
Industrials (4.6%)
Aerospace & Defense (0.3%)
Alion Science and Technology Corp.
10.250%, 2/1/15		7,075,000		3,192,594
Airlines (0.2%)
Continental Airlines, Inc. Series 01-1
7.373%, 12/15/15		1,080,611		626,754
Delta Air Lines, Inc.
8.954%, 8/10/14		3,581,852		1,898,382
UAL Pass-Through Trust Series 2000-2
7.032%, 10/1/10		386,326		360,249
				2,885,385
Commercial Services & Supplies (1.7%)
Allied Waste North America, Inc.
7.250%, 3/15/15		5,395,000		5,017,350
ARAMARK Corp.
6.693%, 2/1/15(l)		700,000		528,500
8.500%, 2/1/15^		5,375,000		4,864,375
Knowledge Learning Corp., Inc.
7.750%, 2/1/15§		6,610,000		4,627,000
MSX International UK/ MXS International Business Services FR/ MXS International GmBH
12.500%, 4/1/12§		5,620,000		2,248,000
Quintiles Transnational Corp., Term Loan
6.810%, 3/31/14(l)		1,500,000		885,000
Sheridan Group, Inc.
10.250%, 8/15/11		5,375,000		3,769,219
				21,939,444
Construction & Engineering (0.4%)
Esco Corp.
8.625%, 12/15/13§		7,250,000		5,075,000
Electrical Equipment (0.2%)
Legrand France S.A.
8.500%, 2/15/25		3,000,000		2,624,187
Industrial Conglomerates (0.2%)
Harland Clarke Holdings Corp.
6.899%, 5/15/15(l)		8,845,000		2,830,400

See Notes to Financial Statements.

93

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount		Value (Note 1)
Machinery (0.4%)
Actuant Corp.
6.875%, 6/15/17	$	1,430,000	$	1,076,075
Trimas Corp.
9.875%, 6/15/12		9,278,000		4,639,000
				5,715,075
Road & Rail (1.2%)
Amadeus IT Group S.A. Term Loan
5.525%, 4/8/13(l)§	EUR	1,936,138		1,190,396
Hertz Corp.
8.875%, 1/1/14	$	4,070,000		2,503,050
Term B Loan
0.000%, 12/21/12(b)(l)		3,057		1,794
2.720%, 12/21/12(l)		111,718		65,541
2.950%, 12/21/12(l)		88,889		52,148
3.190%, 12/21/12(l)		130,276		76,429
3.200%, 12/21/12(l)		533,333		312,889
3.630%, 12/21/12(l)		133,333		78,222
3.640%, 12/21/12(l)		111,111		65,185
3.750%, 12/21/12(l)		111,111		65,185
Term Loan
1.525%, 12/21/12(l)		222,222		130,371
Kansas City Southern de Mexico S.A. de C.V.
9.375%, 5/1/12		2,250,000		2,058,750
United Rentals North America, Inc.
6.500%, 2/15/12^		11,700,000		9,243,000
				15,842,960
Total Industrials				60,105,045
Information Technology (5.3%)
Communications Equipment (0.4%)
Nortel Networks Ltd.
9.003%, 7/15/11(l)		12,200,000		3,050,000
10.125%, 7/15/13(h)		7,145,000		1,893,425
				4,943,425
Computers & Peripherals (0.2%)
Seagate Technology HDD Holdings, Inc.
2.275%, 10/1/09(l)^		2,690,000		2,461,350
6.375%, 10/1/11^		575,000		396,750
				2,858,100
Electronic Equipment, Instruments & Components (1.5%)
Celestica, Inc.
7.875%, 7/1/11		12,430,000		11,311,300
7.625%, 7/1/13		1,300,000		1,066,000
NXP B.V./NXP Funding LLC
8.068%, 10/15/13(l)	EUR	5,000,000		1,702,811
8.625%, 10/15/15		1,000,000		243,259
Sanmina-SCI Corp.
6.750%, 3/1/13	$	1,000,000		430,000
4.746%, 6/15/14(l)§		8,000,000		4,320,000
8.125%, 3/1/16		2,475,000		965,250
				20,038,620
IT Services (2.2%)
Compucom Systems, Inc.
12.500%, 10/1/15§		3,600,000		2,430,000
First Data Corp.
9.875%, 9/24/15		13,375,000		8,091,875
SunGard Data Systems, Inc.
3.750%, 1/15/09		3,000,000		2,992,500
9.125%, 8/15/13		18,125,000		15,678,125
				29,192,500

	Principal Amount		Value (Note 1)
Semiconductors & Semiconductor Equipment (1.0%)
Amkor Technologies, Inc.
7.750%, 5/15/13	$	8,750,000	$	4,987,500
Freescale Semiconductor, Inc.
5.871%, 12/15/14(l)		3,000,000		1,020,000
8.875%, 12/15/14		5,900,000		2,596,000
9.125%, 12/15/14 PIK		2,175,000		500,250
Sensata Technologies B.V.
8.000%, 5/1/14^		6,975,000		3,138,750
				12,242,500
Total Information Technology				69,275,145
Materials (6.1%)
Chemicals (1.8%)
Chemtura Corp.
6.875%, 6/1/16		5,400,000		2,754,000
Huntsman LLC
11.625%, 10/15/10		2,800,000		2,450,000
11.500%, 7/15/12		5,698,000		4,558,400
Ineos Group Holdings plc
8.500%, 2/15/16^§		14,845,000		1,336,050
Momentive Performance Materials, Inc.
10.125%, 12/1/14 PIK		7,051,597		2,185,995
Nalco Co.
8.875%, 11/15/13		3,500,000		2,957,500
Reichhold Industries, Inc.
9.000%, 8/15/14§		4,745,000		3,131,700
Rockwood Specialties Group, Inc.
7.500%, 11/15/14		4,405,000		3,391,850
				22,765,495
Containers & Packaging (1.4%)
Berry Plastics Corp.
9.503%, 2/15/15(l)		6,275,000		4,329,750
Berry Plastics Holding Corp.
5.871%, 9/15/14(l)		200,000		68,000
8.875%, 9/15/14^		5,725,000		2,490,375
Cascades, Inc.
7.250%, 2/15/13		3,650,000		1,861,500
Crown Americas LLC/Crown Americas Capital Corp.
7.750%, 11/15/15^		2,355,000		2,343,225
Graham Packaging Co., Inc.
8.500%, 10/15/12		1,550,000		1,104,375
9.875%, 10/15/14^		5,450,000		3,351,750
Impress Holdings B.V.
7.878%, 9/15/13(l)§		4,725,000		2,368,406
Norampac Industries, Inc.
6.750%, 6/1/13		1,675,000		753,750
				18,671,131
Metals & Mining (1.5%)
Compass Minerals International, Inc.
Series B
12.000%, 6/1/13(e)		3,486,000		3,486,000
FMG Finance Property Ltd.
6.203%, 9/1/11(l)^§		6,250,000		3,812,500
Freeport-McMoRan Copper & Gold, Inc.
6.875%, 2/1/14		2,000,000		1,800,000
7.084%, 4/1/15(l)		2,310,000		1,524,600
8.250%, 4/1/15		5,586,000		4,748,100
8.375%, 4/1/17		2,100,000		1,722,000
Noranda Aluminium Acquisition Corp.
6.595%, 5/15/15 PIK(l)		8,965,000		3,048,100
				20,141,300

See Notes to Financial Statements.

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December 31, 2008

	Principal Amount		Value (Note 1)
Paper & Forest Products (1.4%)
Georgia-Pacific LLC
8.125%, 5/15/11^	$	500,000	$	470,000
7.000%, 1/15/15^§		3,280,000		2,788,000
7.700%, 6/15/15^		525,000		399,000
7.125%, 1/15/17§		1,625,000		1,365,000
8.000%, 1/15/24		8,825,000		5,956,875
7.375%, 12/1/25^		6,650,000		4,256,000
7.250%, 6/1/28		1,000,000		610,000
Newark Group, Inc.
9.750%, 3/15/14		5,660,000		537,700
Smurfit Kappa Treasury Funding Ltd.
7.500%, 11/20/25		300,000		177,000
Verso Paper Holdings LLC/Verso Paper, Inc.
Series B
9.125%, 8/1/14		4,165,000		1,645,175
				18,204,750
Total Materials				79,782,676
Telecommunication Services (7.7%)
Diversified Telecommunication Services (6.5%)
Cincinnati Bell, Inc.
7.250%, 7/15/13		1,650,000		1,452,000
Citizens Communications Co.
7.125%, 3/15/19		5,950,000		3,986,500
Embarq Corp.
6.738%, 6/1/13		3,485,000		2,944,825
Fairpoint Communications, Inc.
13.125%, 4/1/18§		8,500,000		4,080,000
Frontier Communications Corp.
9.250%, 5/15/11		1,200,000		1,140,000
6.625%, 3/15/15		1,570,000		1,146,100
7.000%, 11/1/25		200,000		98,500
7.875%, 1/15/27		750,000		435,000
9.000%, 8/15/31		1,865,000		1,174,950
Hawaiian Telcom Communications, Inc.
Series B
9.750%, 5/1/13(h)^		4,050,000		303,750
Level 3 Financing, Inc.
12.250%, 3/15/13		7,055,000		4,268,275
Nordic Telephone Co. Holdings ApS
5.449%, 11/30/14§	EUR	708,135		822,910
5.699%, 11/30/14§		847,857		985,279
8.250%, 5/1/16(b)§		3,500,000		3,211,016
8.875%, 5/1/16(b)§	$	1,650,000		1,155,000
Qwest Capital Funding, Inc.
7.000%, 8/3/09		2,950,000		2,891,000
7.900%, 8/15/10		900,000		819,000
7.250%, 2/15/11		5,000,000		4,200,000
Qwest Communications International, Inc.
7.250%, 2/15/11		250,000		217,500
7.500%, 2/15/14^		13,100,000		9,366,500
Series B
7.500%, 2/15/14		1,900,000		1,358,500
Qwest Corp.
8.875%, 3/15/12		7,381,000		6,827,425
5.246%, 6/15/13(l)		6,150,000		4,581,750
Sprint Capital Corp.
6.375%, 5/1/09		550,000		546,562
6.900%, 5/1/19		11,670,000		8,285,700
Telcordia Technologies, Inc.
8.503%, 7/15/12(l)§		9,900,000		4,801,500
10.000%, 3/15/13^§		2,000,000		880,000

	Principal Amount		Value (Note 1)
Time Warner Telecom Holdings, Inc.
9.250%, 2/15/14	$	3,350,000	$	2,747,000
Virgin Media Finance plc
8.750%, 4/15/14	EUR	575,000		563,492
9.125%, 8/15/16	$	1,000,000		740,000
West Corp.
9.500%, 10/15/14		5,605,000		3,082,750
Wind Acquisition Finance S.A.
10.750%, 12/1/15(b)§		1,600,000		1,376,000
Windstream Corp.
8.625%, 8/1/16		5,300,000		4,690,500
				85,179,284
Wireless Telecommunication Services (1.2%)
Centennial Cellular Operating Co./ Centennial Communications Corp.
10.125%, 6/15/13		4,700,000		4,747,000
iPCS, Inc.
6.443%, 5/1/14 PIK(l)		7,000,000		4,270,000
MetroPCS Wireless, Inc.
9.250%, 11/1/14		900,000		805,500
Sprint Nextel Corp.
6.000%, 12/1/16		7,155,000		5,044,275
				14,866,775
Total Telecommunication Services				100,046,059
Utilities (7.3%)
Electric Utilities (2.4%)
Edison Mission Energy
7.200%, 5/15/19		4,005,000		3,284,100
Energy Future Holdings Corp.
11.250%, 11/1/17 PIK§		625,000		303,125
Intergen N.V.
9.000%, 6/30/17(b)§		3,875,000		3,177,500
Ipalco Enterprises, Inc.
8.625%, 11/14/11		2,100,000		1,963,500
7.250%, 4/1/16§		1,850,000		1,517,000
Midwest Generation LLC
Series B
8.560%, 1/2/16		2,671,361		2,551,149
Mirant North America LLC
7.375%, 12/31/13		2,210,000		2,121,600
PSEG Energy Holdings LLC
8.500%, 6/15/11^		9,205,000		8,676,780
Tenaska Alabama Partners LP
7.000%, 6/30/21§		2,952,740		2,315,943
Texas Competitive Electric Holdings Co. LLC
10.500%, 11/1/15^§		7,250,000		5,147,500
10.500%, 11/1/16 PIK^§		225,000		112,500
				31,170,697
Gas Utilities (0.7%)
AmeriGas Partners LP
7.250%, 5/20/15		4,250,000		3,463,750
AmeriGas Partners LP/ AmeriGas Eagle Finance Corp.
7.125%, 5/20/16		3,825,000		3,060,000
Knight, Inc.
6.500%, 9/1/12		1,223,000		1,033,435
SemGroup LP
8.750%, 11/15/15(h)§		6,485,000		226,975
Suburban Propane Partners LP/ Suburban Energy Finance Corp.
6.875%, 12/15/13		2,350,000		1,927,000
				9,711,160

See Notes to Financial Statements.

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December 31, 2008

	Principal Amount		Value (Note 1)
Independent Power Producers & Energy Traders (3.5%)
AES Corp.
8.000%, 10/15/17	$	610,000 $	500,200
8.000%, 6/1/20§		100,000	77,500
Dynegy Holdings, Inc.
6.875%, 4/1/11		350,000	306,250
8.375%, 5/1/16		1,000,000	710,000
7.125%, 5/15/18		400,000	244,000
Energy Future Holdings Corp.
10.875%, 11/1/17^§		14,750,000	10,472,500
NRG Energy, Inc.
7.250%, 2/1/14		3,025,000	2,828,375
7.375%, 2/1/16		17,953,000	16,696,290
7.375%, 1/15/17(b)		4,425,000	4,071,000
Reliant Energy Mid-Atlantic Power Holdings LLC
Series B
9.237%, 7/2/17		2,546,394	2,317,219
Reliant Energy, Inc.
6.750%, 12/15/14^		8,250,000	7,425,000
			45,648,334
Multi-Utilities (0.3% )
CMS Energy Corp.
8.500%, 4/15/11^		2,000,000	1,969,612
2.875%, 12/1/24		1,875,000	1,624,219
			3,593,831
Multi-Utilities & Unregulated Power (0.4%)
Dynegy-Roseton/Danskammer Pass Through Trust
Series A
7.270%, 11/8/10		4,454,288	4,231,573
Series B
7.670%, 11/8/16		1,000,000	710,625
			4,942,198
Total Utilities			95,066,220
Total Corporate Bonds			1,146,071,787
Government Securities (0.1%)
Municipal Bonds (0.1%)
State of Texas
5.000%, 4/1/37	$	1,900,000	1,816,856
Total Government Securities			1,816,856
Total Long-Term Debt Securities (89.7%) (Cost $1,691,254,696)			1,171,619,616
	Number of Shares		Value (Note 1)
CONVERTIBLE PREFERRED STOCKS:
Consumer Discretionary (0.0%)
Automobiles (0.0%)
General Motors Corp.
Series B
5.250%		81,000	283,500
Total Consumer Discretionary			283,500
Financials (0.8%)
Commercial Banks (0.4% )
Wells Fargo & Co.
Series L
7.500%		6,475	4,856,250
Diversified Financial Services (0.4%)
Bank of America Corp.
Series L
7.250%		8,185	5,330,481

	Number of Shares		Value (Note 1)
Citigroup, Inc.
Series T
6.500%		18,550	$	519,400
				5,849,881
Total Financials				10,706,131
Materials (0.1%)
Metals & Mining (0.1%)
Freeport-McMoRan Copper & Gold, Inc.
6.750%		8,800		415,800
Total Materials				415,800
Total Convertible Preferred Stocks (0.9%) (Cost $15,233,550)				11,405,431
	Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENTS:
Commercial Paper (0.3%)
DnB NOR Bank ASA
1.32%, 2/17/09 (n)(p)	$	3,400,000		3,394,007
Government Securities (2.9%)
Federal Home Loan Bank
0.07%, 1/2/09 (o)(p)^		3,700,000		3,699,986
0.03%, 1/5/09 (o)(p)		700,000		699,997
0.10%, 1/21/09 (o)(p)		21,100,000		21,098,770
0.08%, 1/22/09 (o)(p)		1,600,000		1,599,922
0.12%, 1/26/09 (o)(p)		10,600,000		10,599,081
0.07%, 3/4/09 (o)(p)		100,000		99,988
U.S. Treasury Bills
0.00%, 1/2/09 (p)		200,000		200,000
Total Government Securities				37,997,744
Short-Term Investments of Cash Collateral for Securities Loaned (7.1%)
Banco de Sabadell S.A.
3.87%, 4/23/09 (l)		3,840,000		3,821,633
BBVA Senior Finance S.A.
2.15%, 3/12/10 (l)		2,820,000		2,758,913
Citigroup Funding, Inc.
0.36%, 3/16/09 (l)		3,840,000		3,816,376
Comerica Bank
1.06%, 3/16/09 (l)		1,279,981		1,247,845
Deutsche Bank Securities, Inc., Repurchase Agreement
0.10%, 1/2/09 (r)(u)		34,783,811		34,783,811
General Electric Capital Corp.
0.40%, 3/12/10 (l)		510,000		486,834
Goldman Sachs Group, Inc.
0.41%, 3/27/09 (l)		3,580,000		3,561,682
Hartford Life, Inc.
1.62%, 2/2/09 (l)		1,020,000		1,020,000
K2 (USA) LLC
0.37%, 5/29/09 (l)		5,119,297		5,086,534
0.37%, 6/18/09 (l)		6,399,062		6,352,733
Lehman Brothers Holdings, Inc.
0.00%, 8/21/09 (h)(s)		3,199,984		288,002
Links Finance LLC
0.37%, 6/25/09 (l)		1,919,762		1,902,630
MBIA Global Funding LLC
0.37%, 3/30/09 (l)		3,200,000		3,150,499
Monumental Global Funding II
0.43%, 5/26/10 (l)		6,020,000		5,177,200
Morgan Stanley
2.87%, 2/9/09 (l)		9,970,676		9,970,676
0.19%, 5/7/09 (l)		6,400,000		6,292,205

See Notes to Financial Statements.

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December 31, 2008

	Principal Amount		Value (Note 1)
Pricoa Global Funding I
0.40%, 6/25/10 (l)	$	3,839,426	$	3,395,749
Total Short-Term Investments of Cash Collateral for Securities Loaned				93,113,322
Time Deposit (3.7%)
JP Morgan Chase Nassau
0.001%, 1/2/09		47,807,094		47,807,094
Total Short-Term Investments (14.0%) (Cost/Amortized Cost $186,936,506)				182,312,167
Total Investments (104.6%) (Cost/Amortized Cost $1,893,424,752)				1,365,337,214
Other Assets Less Liabilities (-4.6%)				(59,578,548	)
Net Assets (100%)			$	1,305,758,666

^ All, or a portion of security out on loan (See Note 1).

† Securities (totaling $10,685,196 or 0.8% of net assets) at fair value.

§ Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold to qualified institutional buyers. At December 31, 2008, the market value of these securities amounted to $236,141,332 or 18.1% of net assets. Securities denoted with “§” but without “b” have been determined to be liquid under the guidelines established by the Board of Trustees. To the extent any securities might provide a right to demand registration, such rights have not been relied upon when determining liquidity.

(b) Illiquid Security.

(e) Step Bond - Coupon rate increases in increments to maturity. Rate disclosed is as of December 31, 2008. Maturity date disclosed is the ultimate maturity date.

(h) Security in default.

(l) Floating Rate Security. Rate disclosed is as of December 31, 2008.

(m) Regulation S is an exemption for securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States. Resale restrictions may apply for purposes of the Securities Act of 1933.

(n) Section 4(2) Commercial Paper. Private placement for non-current transactions. Notes are usually sold to accredited investors without the intent to freely re-sell their holding.

(o) Discount Note Security. Effective rate calculated as of December 31, 2008.

(p) Yield to maturity.

(r) The repurchase agreements are fully collateralized by U.S. government and/or agency obligations based on market prices at the date of this portfolio of investments.

(s) Issuer in bankruptcy.

(u) Represents the Portfolio’s undivided interest in a joint repurchase agreement. The repurchase agreement was fully collateralized by U.S. government agency securities at the date of this Portfolio of Investments as follows: Federal Home Loan Mortgage Corp., 0.000% - 7.500%, maturing 3/15/23 – 6/15/38; Federal National Mortgage Association, 0.000% - 7.000%, maturing 5/25/09 – 10/1/38; Government National Mortgage Association, 0.000% - 7.390%, maturing 10/16/27 – 11/16/44.

Glossary:

CMO  —    Collateralized Mortgage Obligation

EUR   —    European Currency Unit

GBP   —    British Pound

PIK    —    Payment-in Kind Security

At December 31, 2008 the Portfolio had the following futures contracts open: (Note 1)

	Number of Contracts	Expiration Date	Original Value		Value at 12/31/2008		Unrealized Appreciation
Purchases
90 Day Sterling	91	September-09	$	15,850,091	$	16,069,022	$	218,931
90 Day Sterling	86	December-09		14,970,589		15,128,922		158,333
EURODollar	390	March-09		93,845,450		96,466,500		2,621,050
EURODollar	86	June-09		20,773,300		21,257,050		483,750
EURODollar	39	December-09		9,292,238		9,612,038		319,800
							$	3,801,864

See Notes to Financial Statements.

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December 31, 2008

At December 31, 2008 the Portfolio had outstanding foreign currency contracts to buy/sell foreign currencies as follows: (Note 1)

	Local Contract Buy Amount (000’s)	Local Contract Sell Amount (000’s)	U.S. $ Current Buy Value		U.S. $ Current Sell Value		Unrealized Appreciation/ (Depreciation)
Foreign Currency Buy Contracts
Canadian Dollar vs. U.S. Dollar, expiring 7/27/09	2,000	1,588	$	1,623,843	$	1,588,310	$	35,533
European Union vs. U.S. Dollar, expiring 1/16/09	440	554		611,315		553,753		57,562
European Union vs. U.S. Dollar, expiring 1/16/09	335	432		465,433		432,200		33,233
European Union vs. U.S. Dollar, expiring 1/16/09	350	532		486,274		532,046		(45,772	)
European Union vs. U.S. Dollar, expiring 1/16/09	1,575	1,989		2,188,232		1,989,068		199,164
							$	279,720
Foreign Currency Sell Contracts
British Pound vs. U.S. Dollar, expiring 1/13/09	1,014	688	$	1,014,456	$	988,952	$	25,504
British Pound vs. U.S. Dollar, expiring 1/13/09	403	272		403,202		390,981		12,221
British Pound vs. U.S. Dollar, expiring 1/13/09	330	219		330,000		315,506		14,494
Canadian Dollar vs. U.S. Dollar, expiring 7/27/09	1,587	2,000		1,587,175		1,623,842		(36,667	)
European Union vs. U.S. Dollar, expiring 1/13/09	15,795	12,479		15,794,795		17,340,111		(1,545,316	)
European Union vs. U.S. Dollar, expiring 1/13/09	3,061	2,410		3,060,892		3,348,799		(287,907	)
European Union vs. U.S. Dollar, expiring 1/16/09	2,378	1,550		2,377,995		2,153,498		224,497
European Union vs. U.S. Dollar, expiring 1/16/09	3,022	1,950		3,021,525		2,709,239		312,286
European Union vs. U.S. Dollar, expiring 1/16/09	233	150		232,875		208,403		24,472
European Union vs. U.S. Dollar, expiring 1/16/09	1,492	960		1,492,099		1,333,779		158,320
European Union vs. U.S. Dollar, expiring 7/27/09	12,891	10,100		12,890,630		13,967,211		(1,076,581	)
							$	(2,174,677	)
							$	(1,894,957	)

Options Written:

Options written through the year ended December 31, 2008 were as follows:

	Total Number of Contracts		Total Premiums Received
Options Outstanding - January 1, 2008	—		$	—
Options Written	360			206,130
Options Terminated in Closing Purchase Transactions	(360	)		(206,130	)
Options Expired	—			—
Options Exercised	—			—
Options Outstanding - December 31, 2008	—		$	—

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1 - Quoted prices in active markets for identical securities

•  Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description		Quoted Prices in   Active Markets for   Identical   Securities   (Level 1)		Significant Other   Observable Inputs   (Level 2)		Significant   Unobservable   Inputs   (Level 3)		Total
Assets
Investments in Securities	$	4,856,250	$	1,349,795,768	$	10,685,196	$	1,365,337,214
Other Investments*		3,801,864		1,097,286		—		4,899,150
Total	$	8,658,114	$	1,350,893,054	$	10,685,196	$	1,370,236,364
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*		—		2,992,243		—		2,992,243
Total	$	—	$	2,992,243	$	—	$	2,992,243

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments in Securities		Other Investments*
Balance as of 12/31/07	$	15,234,443	$	—
Total gains or losses (realized/unrealized) included in earnings		(2,857,528)		—
Purchases, sales, issuances, and settlements (net)		(1,691,719)		—
Transfers in and/or out of Level 3		—		—
Balance as of 12/31/08	$	10,685,196	$	—
The amount of total gains or losses for the year included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held at year ending 12/31/08.	$	(7,039,908)	$	—

*Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:
Stocks and long-term corporate debt securities	$	2,568,110,256
Long-term U.S. Treasury securities		6,078,516
	$	2,574,188,772
Net Proceeds of Sales and Redemptions:
Stocks and long-term corporate debt securities	$	2,652,355,619
Long-term U.S. Treasury securities		19,920,555
	$	2,672,276,174

See Notes to Financial Statements.

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December 31, 2008

As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	4,994,120
Aggregate gross unrealized depreciation		(537,748,021	)
Net unrealized depreciation	$	(532,753,901	)
Federal income tax cost of investments	$	1,898,091,115

At December 31, 2008, the Portfolio had loaned securities with a total value of $92,031,746. This was secured by collateral of $97,742,000 which was received as cash and subsequently invested in short-term investments currently valued at $93,113,322, as reported in the portfolio of investments.

The Portfolio has a net capital loss carryforward of $298,581,254 of which $114,524,895 expires in the year 2009, $91,978,211 expires in the year 2010, $11,568,090 expires in the year 2014, and $80,510,058 expires in the year 2016.

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS

December 31, 2008

	Number of Shares	Value (Note 1)
COMMON STOCKS:
Australia (3.1%)
Amcor Ltd.	573,600	$	2,331,316
Australia & New Zealand Banking Group Ltd.	528,900		5,676,970
BHP Billiton Ltd.	961,224		20,244,653
CSL Ltd.	839,580		19,825,437
Lend Lease Corp., Ltd.	376,600		1,904,333
Macquarie Airports	1,707,571		2,875,908
Macquarie Infrastructure Group	744,745		893,244
National Australia Bank Ltd.	126,221		1,850,438
OZ Minerals Ltd.†	161,796		62,042
Qantas Airways Ltd.	1,524,200		2,810,546
Rio Tinto Ltd.^	28,563		765,059
			59,239,946
Austria (0.1%)
Voestalpine AG	75,800		1,625,249
Belgium (0.6%)
Anheuser-Busch InBev N.V.	226,250		5,245,458
Delhaize Group	53,400		3,294,979
Dexia S.A.^	82,121		369,631
Solvay S.A., Class A^	34,400		2,557,564
			11,467,632
Brazil (2.4%)
Cia Vale do Rio Doce (ADR)	392,536		4,753,611
Gafisa S.A.	979,444		4,505,204
Petroleo Brasileiro S.A. (Mexico Exchange) (ADR)	540,878		13,246,102
Petroleo Brasileiro S.A. (New York Exchange) (ADR)	351,670		8,612,398
Unibanco-Uniao de Bancos Brasileiros S.A. (ADR)	240,062		15,512,807
			46,630,122
Canada (2.6%)
Bombardier, Inc., Class B	312,500		1,126,468
Canadian Imperial Bank of Commerce	85,000		3,517,740
EnCana Corp.	73,400		3,386,686
Fairfax Financial Holdings Ltd.	12,300		3,885,784
Imperial Oil Ltd.	98,200		3,260,606
Inmet Mining Corp.	29,200		463,132
Magna International, Inc., Class A	75,000		2,232,685
National Bank of Canada	18,200		461,450
Nexen, Inc.	167,802		2,915,636
Nova Chemicals Corp.^	95,100		450,656
Petro-Canada	263,100		5,694,639
Research In Motion Ltd.*	55,987		2,271,952
Rogers Communications, Inc., Class B	639,175		18,944,847
Westjet Airlines Ltd. (Variable- Voting), Class A*	124,300		1,291,834
			49,904,115
China (0.3%)
Industrial & Commercial Bank of China Ltd., Class H^	10,999,000		5,845,618
Denmark (1.4%)
Vestas Wind Systems A/S*^	457,712		27,203,604
Finland (1.8%)
Nokia Oyj^	1,948,979		30,214,901

	Number of Shares	Value (Note 1)
Stora Enso Oyj, Class R^	572,400	$	4,468,293
			34,683,194
France (9.9%)
Accor S.A.^	395,751		19,474,840
Air France-KLM^	63,400		815,028
Alstom S.A.^	164,365		9,706,223
BNP Paribas S.A.	510,007		21,535,768
Cie de Saint-Gobain S.A.^	117,126		5,524,261
Cie Generale de Geophysique- Veritas*^	330,292		4,931,974
Compagnie Generale des Etablissements Michelin, Class B^	108,500		5,689,113
Credit Agricole S.A.	571,216		6,496,141
France Telecom S.A.	227,100		6,352,257
GDF Suez S.A.^	123,820		6,132,437
Imerys S.A.^	60,001		2,728,756
J.C. Decaux S.A.^	256,359		4,413,882
Lafarge S.A.^	92,205		5,606,111
Lagardere SCA	113,500		4,606,920
Pernod-Ricard S.A.^	90,299		6,696,154
Renault S.A.^	281,800		7,350,536
Sanofi-Aventis S.A.	319,911		20,318,805
Societe Generale S.A.	158,518		8,028,549
Suez Environnement S.A.*	26,317		443,754
Total S.A.	751,232		40,955,442
Vallourec S.A.	22,800		2,593,170
			190,400,121
Germany (9.2%)
Allianz SE (Registered)^	148,200		15,895,656
BASF SE^	268,900		10,625,464
Bayer AG^	234,260		13,761,555
Bayerische Motoren Werke AG^	201,372		6,189,945
Deutsche Bank AG (Registered)^	363,800		14,507,766
Deutsche Lufthansa AG (Registered)^	260,900		4,130,670
Deutsche Post AG (Registered)	306,976		5,193,423
Deutsche Telekom AG (Registered)^	468,900		7,124,266
E.ON AG	698,532		28,246,666
Linde AG^	278,485		23,566,382
Muenchener Rueckversicherungs- Gesellschaft AG (Registered)^	67,000		10,528,855
RWE AG	113,120		10,169,114
SAP AG^	189,650		6,796,895
Siemens AG (Registered)^	192,942		14,451,453
Symrise AG^	264,212		3,731,680
TUI AG^	145,200		1,655,841
			176,575,631
Greece (0.1%)
Piraeus Bank S.A.	235,693		2,122,432
Hong Kong (1.9%)
Cheung Kong Holdings Ltd.	754,000		7,188,603
China Mobile Ltd.	446,500		4,526,976
CNOOC Ltd.	6,666,100		6,334,731
Esprit Holdings Ltd.	2,494,358		14,217,923
Hang Lung Properties Ltd.	1,483,000		3,253,102
			35,521,335
India (0.3%)
ICICI Bank Ltd. (ADR)	332,688		6,404,244

See Notes to Financial Statements.

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December 31, 2008

	Number of Shares	Value (Note 1)
Israel (1.6%)
Teva Pharmaceutical Industries Ltd. (ADR)	722,937	$	30,775,428
Italy (2.5%)
ENI S.p.A.	1,089,043		25,805,850
Fondiaria-Sai S.p.A.	99,195		1,795,157
Intesa Sanpaolo S.p.A.	2,186,821		7,876,786
Telecom Italia S.p.A.	3,370,200		5,481,809
Telecom Italia S.p.A. (RNC)	1,709,500		1,907,572
UniCredit S.p.A.	1,885,956		4,695,178
			47,562,352
Japan (16.3%)
Aeon Co., Ltd.	229,000		2,293,719
Alps Electric Co., Ltd.^	341,600		1,671,504
Astellas Pharma, Inc.	198,400		8,073,174
Canon, Inc.	471,600		14,804,251
Daikin Industries Ltd.^	369,564		9,746,510
Daiwa Securities Group, Inc.	1,347,000		8,027,402
DIC Corp.	895,000		1,877,617
East Japan Railway Co.†	1,346		10,230,491
Fujitsu Ltd.	1,322,000		6,389,840
Furukawa Electric Co., Ltd.	413,000		2,010,319
Hitachi High-Technologies Corp.	115,000		1,834,158
Hitachi Ltd.	907,000		3,517,437
Honda Motor Co., Ltd.	1,033,700		22,418,156
Isuzu Motors Ltd.	1,595,000		2,047,193
Japan Tobacco, Inc.	2,641		8,745,417
JFE Holdings, Inc.	239,100		6,324,164
Komatsu Ltd.^	484,600		6,138,450
Kyocera Corp.	33,900		2,445,545
Marubeni Corp.	2,771,000		10,561,472
Mitsubishi Chemical Holdings Corp.	767,000		3,384,899
Mitsubishi Corp.	970,700		13,627,116
Mitsubishi UFJ Financial Group, Inc.	620,700		3,851,396
Mitsui & Co., Ltd.	584,000		5,973,915
Mitsui Chemicals, Inc.	259,000		957,366
Mitsui Fudosan Co., Ltd.	258,000		4,287,425
Mizuho Financial Group, Inc.^†	2,525		7,178,075
Murata Manufacturing Co., Ltd.^	194,700		7,632,209
Nidec Corp.	106,600		4,145,430
Nintendo Co., Ltd.	88,200		33,885,989
Nippon Mining Holdings, Inc.	753,500		3,237,729
Nippon Telegraph & Telephone Corp.†	1,549		7,997,044
Nissan Motor Co., Ltd.	1,487,300		5,387,013
Nomura Holdings, Inc.	255,800		2,109,403
ORIX Corp.	16,170		918,763
Panasonic Corp.	159,000		1,992,328
Sharp Corp.^	644,000		4,616,723
Shin-Etsu Chemical Co., Ltd.	163,600		7,503,656
SMC Corp.	49,500		5,064,350
Sony Corp.	524,300		11,397,767
Sumitomo Corp.	522,000		4,600,508
Sumitomo Metal Mining Co., Ltd.	290,000		3,082,287
Sumitomo Mitsui Financial Group, Inc.^†	3,268		13,555,080
Sumitomo Realty & Development Co., Ltd.	98,000		1,460,108
Tokyo Electric Power Co., Inc.	222,600		7,432,441
Toshiba Corp.	1,693,000		6,970,972

	Number of Shares	Value (Note 1)
Toyota Motor Corp.	360,100	$	11,787,092
			313,193,903
Luxembourg (0.3%)
ArcelorMittal S.A.	226,751		5,465,429
Mexico (1.1%)
America Movil S.A.B. de C.V. (ADR)	107,879		3,343,170
Cemex S.A.B. de C.V. (ADR)*	1,424,978		13,024,299
Fomento Economico Mexicano S.A.B. de C.V. (ADR)	119,967		3,614,606
			19,982,075
Netherlands (4.8%)
European Aeronautic Defence and Space Co. N.V.^	288,110		4,864,157
Heineken N.V.	561,450		17,249,761
ING Groep N.V. (CVA)	1,150,420		12,025,556
Koninklijke Ahold N.V.	696,220		8,556,897
Koninklijke Philips Electronics N.V.	275,732		5,362,709
Reed Elsevier N.V.	409,060		4,819,581
Royal Dutch Shell plc, Class A	1,254,511		32,696,869
Royal Dutch Shell plc, Class B	71,028		1,787,599
Wolters Kluwer N.V.	222,746		4,206,761
			91,569,890
New Zealand (0.1%)
Telecom Corp of New Zealand Ltd.	1,828,700		2,450,937
Norway (0.4%)
Norsk Hydro ASA^	379,900		1,534,272
StatoilHydro ASA^	395,750		6,518,110
			8,052,382
Singapore (0.3%)
CapitaLand Ltd.	731,000		1,605,996
Neptune Orient Lines Ltd.	378,000		296,753
Singapore Airlines Ltd.	385,000		3,022,227
			4,924,976
South Korea (0.1%)
Samsung Electronics Co., Ltd.	5,660		2,055,246
Spain (3.6%)
Banco Bilbao Vizcaya Argentaria S.A.	559,500		6,865,372
Banco Santander S.A.	521,750		5,035,477
Gamesa Corp. Tecnologica S.A.	753,443		13,666,333
Inditex S.A.^	166,542		7,361,380
Telefonica S.A.	1,624,766		36,419,907
			69,348,469
Sweden (1.4%)
Atlas Copco AB, Class A^	764,380		6,579,959
Hennes & Mauritz AB, Class B^	83,655		3,268,907
Nordea Bank AB^	482,000		3,392,873
Svenska Cellulosa AB, Class B	328,500		2,809,170
Telefonaktiebolaget LM Ericsson, Class B^	863,000		6,618,785
Volvo AB, Class B^	781,250		4,316,745
			26,986,439
Switzerland (10.9%)
ABB Ltd. (Registered)*^	1,101,598		16,605,722
Actelion Ltd. (Registered)*^	119,977		6,757,262
Adecco S.A. (Registered)	162,720		5,523,043
Compagnie Financiere Richemont S.A.^	167,604		3,253,957
Credit Suisse Group AG (Registered)	1,037,105		28,426,263
Holcim Ltd. (Registered)	117,655		6,774,491
Julius Baer Holding AG (Registered)	259,771		9,992,798

See Notes to Financial Statements.

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December 31, 2008

	Number of Shares	Value (Note 1)
Lonza Group AG (Registered)^	226,962	$	20,981,496
Nestle S.A. (Registered)	1,041,248		41,038,265
Novartis AG (Registered)	505,871		25,346,407
Roche Holding AG	186,316		28,680,310
UBS AG (Registered)*	165,608		2,401,945
Zurich Financial Services AG (Registered)	56,085		12,174,675
			207,956,634
Taiwan (1.8%)
Taiwan Semiconductor Manufacturing Co., Ltd. (ADR)	4,286,441		33,862,884
United Kingdom (15.6%)
Associated British Foods plc	453,300		4,783,616
Aviva plc	649,781		3,678,056
Barclays plc	5,925,544		13,358,678
BG Group plc	1,652,634		22,944,776
BHP Billiton plc	285,659		5,380,923
BP plc	3,645,639		27,933,925
British Land Co. plc (REIT)	255,331		2,046,739
Burberry Group plc	1,231,077		3,948,322
Centrica plc	1,882,035		7,232,073
GlaxoSmithKline plc	1,230,229		22,838,455
HBOS plc	4,516,760		4,584,003
Home Retail Group plc	750,200		2,301,061
HSBC Holdings plc^	3,267,945		31,322,195
ICAP plc	1,423,992		5,938,537
Kazakhmys plc	136,300		457,920
Lloyds TSB Group plc	908,700		1,663,210
Man Group plc	1,655,512		5,714,164
Marks & Spencer Group plc	1,280,050		3,984,018
Prudential plc	935,260		5,694,058
Reckitt Benckiser Group plc	239,195		8,911,069
Royal Bank of Scotland Group plc	7,173,195		5,185,575
RSA Insurance Group plc	968,892		1,936,673
Standard Chartered plc	1,119,454		14,310,326
Tesco plc	5,863,544		30,548,542
Vodafone Group plc	22,836,752		45,972,970
Wm. Morrison Supermarkets plc	1,153,584		4,678,672
Wolseley plc	567,266		3,162,833
WPP plc	1,518,824		8,853,590
			299,364,979
United States (0.9%)
Gerdau Ameristeel Corp.	391,200		2,383,009
Las Vegas Sands Corp.*	1,007,484		5,974,380
Transocean Ltd.*	203,328		9,607,248
			17,964,637
Total Common Stocks (95.4%) (Cost $2,619,554,536)			1,829,139,903
	Number of Rights	Value (Note 1)
RIGHTS:
United Kingdom (0.0%)
HBOS plc, expiring 1/9/09*	4,516,760		—
Lloyds TSB Group plc, expiring 1/9/09*	908,700		—
Total Rights (0.0%) (Cost $—)			—

	Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENTS:
Short-Term Investments of Cash Collateral for Securities Loaned (13.2%)
Banco de Sabadell S.A.
3.87%, 4/23/09(l)	$	2,530,000	$	2,517,899
BBVA Senior Finance S.A.
2.15%, 3/12/10(l)		1,850,000		1,809,925
Citigroup Funding, Inc.
0.36%, 3/16/09(l)		2,530,000		2,514,436
Comerica Bank
1.06%, 3/16/09(l)		839,988		818,898
Deutsche Bank Securities, Inc., Repurchase Agreement
0.10%, 1/2/09(r)(u)		214,066,675		214,066,675
General Electric Capital Corp.
0.40%, 3/12/10(l)		340,000		324,556
Goldman Sachs Group, Inc.
0.41%, 3/27/09(l)		2,360,000		2,347,924
Hartford Life, Inc.
1.62%, 2/2/09(l)		670,000		670,000
K2 (USA) LLC
0.37%, 5/29/09(l)		3,369,537		3,347,972
0.37%, 6/18/09(l)		4,209,383		4,178,908
Lehman Brothers Holdings, Inc.
0.00%, 8/21/09(h)(s)		2,109,990		189,901
Links Finance LLC
0.37%, 6/25/09(l)		1,259,844		1,248,601
MBIA Global Funding LLC
0.37%, 3/30/09(l)		2,110,000		2,077,360
Monumental Global Funding II
0.43%, 5/26/10(l)		3,960,000		3,405,600
Morgan Stanley
2.87%, 2/9/09(l)		6,563,862		6,563,862
0.19%, 5/7/09(l)		4,210,000		4,139,091
Pricoa Global Funding I
0.40%, 6/25/10(l)		2,529,622		2,237,304
Total Short-Term Investments of Cash Collateral for Securities Loaned				252,458,912
Time Deposit (3.5%)
JP Morgan Chase Nassau
0.001%, 1/2/09		66,626,016		66,626,016
Total Short-Term Investments (16.7%) (Cost/Amortized Cost $322,134,916)				319,084,928
Total Investments (112.1%) (Cost/Amortized Cost $2,941,689,452)				2,148,224,831
Other Assets Less Liabilities (-12.1%)				(231,369,026	)
Net Assets (100%)			$	1,916,855,805

* Non-income producing.

^ All, or a portion of security out on loan (See Note 1).

† Securities (totaling $39,022,732 or 2.0% of net assets) at fair value.

(h) Security in default.

(l) Floating Rate Security. Rate disclosed is as of December 31, 2008.

(r) The repurchase agreements are fully collateralized by U.S. government and/or agency obligations based on market prices at the date of this portfolio of investments.

(s) Issuer in bankruptcy.

See Notes to Financial Statements.

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December 31, 2008

(u) Represents the Portfolio’s undivided interest in a joint repurchase agreement. The repurchase agreement was fully collateralized by U.S. government agency securities at the date of this Portfolio of Investments as follows: Federal Home Loan Mortgage Corp., 0.000% - 7.500%, maturing 3/15/23 – 6/15/38; Federal National Mortgage Association, 0.000% -7.000%, maturing 5/25/09 – 10/1/38; Government National Mortgage Association, 0.000% - 7.390%, maturing 10/16/27 – 11/16/44.

Glossary:

ADR  —    American Depositary Receipt

CVA  —    Dutch Certification

REIT —    Real Estate Investment Trust

RNC  —    Risparmio Non-Convertible Savings Shares

At December 31, 2008 the Portfolio had the following futures contracts open: (Note 1)

	Number of Contracts	Expiration Date	Original Value		Value at 12/31/2008		Unrealized Depreciation
Purchase
Dow Jones EURO Stoxx 50 Index	114	March-09	$	3,897,881	$	3,882,410	$	(15,471	)

At December 31, 2008 the Portfolio had outstanding foreign currency contracts to buy/sell foreign currencies as follows: (Note 1)

	Local Contract Buy Amount (000’s)	Local Contract Sell Amount (000’s)	U.S. $ Current Buy Value		U.S. $ Current Sell Value		Unrealized Depreciation
Foreign Currency Buy Contract
Canadian Dollar vs. U.S. Dollar, expiring 3/16/09	30,181	24,804	$	24,451,917	$	24,803,583	$	(351,666	)
Foreign Currency Sell Contracts
Canadian Dollar vs. U.S. Dollar, expiring 3/16/09	21,580	27,290	$	21,579,946	$	22,109,699	$	(529,753	)
Canadian Dollar vs. U.S. Dollar, expiring 3/16/09	5,648	6,983		5,648,374		5,657,458		(9,084	)
							$	(538,837	)
							$	(890,503	)

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1 - Quoted prices in active markets for identical securities

•  Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description		Quoted Prices in   Active Markets for   Identical   Securities   (Level 1)		Significant Other   Observable Inputs   (Level 2)		Significant   Unobservable   Inputs   (Level 3)		Total
Assets
Investments in Securities	$	201,018,301	$	1,908,183,798	$	39,022,732	$	2,148,224,831
Other Investments*		—		—		—		—
Total	$	201,018,301	$	1,908,183,798	$	39,022,732	$	2,148,224,831
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*		15,471		890,503		—		905,974
Total	$	15,471	$	890,503	$	—	$	905,974

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

See Notes to Financial Statements.

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December 31, 2008

	Investments in     Securities	Other Investments*
Balance as of 12/31/07	$        —	$—
Total gains or losses (realized/unrealized) included in earnings	—	—
Purchases, sales, issuances, and settlements (net)	—	—
Transfers in and/or out of Level 3	39,022,732	—
Balance as of 12/31/08	$ 39,022,732	$—
The amount of total gains or losses for the year included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held at year ending 12/31/08.	$(15,628,866)	$—

* Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:

Stocks and long-term corporate debt securities	$	1,770,360,348
Net Proceeds of Sales and Redemptions:
Stocks and long-term corporate debt securities	$	1,372,379,654
As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:
Aggregate gross unrealized appreciation	$	11,723,128
Aggregate gross unrealized depreciation		(893,990,517	)
Net unrealized depreciation	$	(882,267,389	)
Federal income tax cost of investments	$	3,030,492,220

At December 31, 2008, the Portfolio had loaned securities with a total value of $239,296,892. This was secured by collateral of $255,508,900 which was received as cash and subsequently invested in short-term investments currently valued at $252,458,912, as reported in the portfolio of investments.

For the year ended December 31, 2008, the Portfolio incurred approximately $718 as brokerage commissions with Exane S.A., an affiliated broker/dealer.

The Portfolio has a net capital loss carryforward of $154,814,122 which expires in the year 2016.

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS

December 31, 2008

	Number of Shares	Value (Note 1)
COMMON STOCKS:
Consumer Discretionary (10.8%)
Auto Components (0.1%)
Autoliv, Inc.^	18,200	$	390,572
Lear Corp.*	24,600		34,686
Magna International, Inc., Class A	28,700		858,991
			1,284,249
Automobiles (0.9%)
Toyota Motor Corp.	216,700		7,093,204
Toyota Motor Corp. (ADR)^	17,900		1,171,376
			8,264,580
Hotels, Restaurants & Leisure (0.7%)
Life Time Fitness, Inc.*^	134,900		1,746,955
McDonald’s Corp.	11,900		740,061
Wyndham Worldwide Corp.^	90,000		589,500
Wynn Resorts Ltd.*^	62,930		2,659,422
			5,735,938
Household Durables (0.2%)
Black & Decker Corp.	16,600		694,046
Centex Corp.^	55,100		586,264
KB Home^	28,100		382,722
			1,663,032
Internet & Catalog Retail (0.8%)
Liberty Media Corp., Interactive, Class A*	200,210		624,655
priceline.com, Inc.*^	89,354		6,580,922
			7,205,577
Media (5.6%)
CBS Corp., Class B^	222,500		1,822,275
Comcast Corp., Class A	25,300		427,064
Comcast Corp., Special Class A	648,580		10,474,567
DIRECTV Group, Inc.*^	853,432		19,552,127
DISH Network Corp., Class A*	458,800		5,088,092
Gannett Co., Inc.^	140,800		1,126,400
News Corp., Class A	264,500		2,404,305
Time Warner, Inc.	444,700		4,473,682
Viacom, Inc., Class B*	83,200		1,585,792
Walt Disney Co.	85,600		1,942,264
			48,896,568
Multiline Retail (0.4%)
Family Dollar Stores, Inc.	28,300		737,781
J.C. Penney Co., Inc.^	69,900		1,377,030
Macy’s, Inc.^	170,700		1,766,745
			3,881,556
Specialty Retail (0.6%)
Gap, Inc.	76,300		1,021,657
Home Depot, Inc.^	112,700		2,594,354
Limited Brands, Inc.	4,400		44,176
Lowe’s Cos., Inc.	87,700		1,887,304
			5,547,491
Textiles, Apparel & Luxury Goods (1.5%)
Jones Apparel Group, Inc.	95,600		560,216
NIKE, Inc., Class B	242,705		12,377,955
			12,938,171
Total Consumer Discretionary			95,417,162
Consumer Staples (8.0%)
Beverages (1.6%)
Coca-Cola Co.	19,600		887,292
Coca-Cola Enterprises, Inc.	151,200		1,818,936
Dr. Pepper Snapple Group, Inc.*	372,706		6,056,473
Molson Coors Brewing Co., Class B^	13,200		645,744

	Number of Shares	Value (Note 1)
Pepsi Bottling Group, Inc.	62,100	$	1,397,871
PepsiCo, Inc.	59,300		3,247,861
			14,054,177
Food & Staples Retailing (2.2%)
CVS Caremark Corp.	354,858		10,198,619
Kroger Co.	38,000		1,003,580
Rite Aid Corp.*^	2,286,700		708,877
Safeway, Inc.	80,700		1,918,239
SUPERVALU, Inc.	55,000		803,000
Wal-Mart Stores, Inc.	81,400		4,563,284
			19,195,599
Food Products (1.0%)
Archer-Daniels-Midland Co.	70,900		2,044,047
Bunge Ltd.^	30,500		1,578,985
Del Monte Foods Co.	67,300		480,522
General Mills, Inc.	24,800		1,506,600
JM Smucker Co.	2,400		104,064
Kellogg Co.	26,100		1,144,485
Sara Lee Corp.	112,400		1,100,396
Tyson Foods, Inc., Class A^	72,200		632,472
			8,591,571
Household Products (1.0%)
Colgate-Palmolive Co.	22,900		1,569,566
Kimberly-Clark Corp.	23,700		1,249,938
Procter & Gamble Co.	91,631		5,664,628
			8,484,132
Tobacco (2.2%)
Altria Group, Inc.	409,735		6,170,609
Philip Morris International, Inc.	285,235		12,410,575
Reynolds American, Inc.	36,800		1,483,408
			20,064,592
Total Consumer Staples			70,390,071
Energy (10.6%)
Energy Equipment & Services (0.7%)
Helmerich & Payne, Inc.^	127,704		2,905,266
Transocean Ltd.*	75,450		3,565,013
			6,470,279
Oil, Gas & Consumable Fuels (9.9%)
Apache Corp.	46,800		3,488,004
BP plc (ADR)^	84,500		3,949,530
Chevron Corp.	88,400		6,538,948
ConocoPhillips	467,390		24,210,802
Devon Energy Corp.	46,700		3,068,657
EOG Resources, Inc.	102,740		6,840,429
Exxon Mobil Corp.	150,600		12,022,398
Gazprom OAO (ADR)^	99,300		1,423,268
Hess Corp.	127,260		6,826,226
Marathon Oil Corp.	393,400		10,763,424
Occidental Petroleum Corp.	50,300		3,017,497
Royal Dutch Shell plc (ADR)	56,700		3,001,698
Sunoco, Inc.^	15,500		673,630
Valero Energy Corp.	48,000		1,038,720
			86,863,231
Total Energy			93,333,510
Financials (13.8%)
Capital Markets (3.8%)
Deutsche Bank AG (Registered)^	47,900		1,949,051
Goldman Sachs Group, Inc.	274,121		23,133,071

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Number of Shares	Value (Note 1)
Morgan Stanley^	544,045	$	8,726,482
			33,808,604
Commercial Banks (1.1%)
Fifth Third Bancorp^	703,896		5,814,181
SunTrust Banks, Inc.^	19,000		561,260
U.S. Bancorp^	52,800		1,320,528
Wells Fargo & Co.	78,300		2,308,284
			10,004,253
Consumer Finance (0.1%)
Discover Financial Services	111,100		1,058,783
Diversified Financial Services (2.3%)
Bank of America Corp.	219,900		3,096,192
Citigroup, Inc.	32,800		220,088
Hong Kong Exchanges and Clearing Ltd.	308,500		2,957,687
JPMorgan Chase & Co.	440,650		13,893,694
			20,167,661
Insurance (6.5%)
ACE Ltd.	175,845		9,305,717
Aflac, Inc.	5,000		229,200
Allstate Corp.	353,840		11,591,799
American International Group, Inc.^	177,300		278,361
Chubb Corp.	35,100		1,790,100
Cincinnati Financial Corp.^	225,500		6,555,285
Everest Reinsurance Group Ltd.^	8,100		616,734
Fidelity National Financial, Inc., Class A	28,600		507,650
Genworth Financial, Inc., Class A	118,500		335,355
Hartford Financial Services Group, Inc.^	358,398		5,884,895
Lincoln National Corp.	56,600		1,066,344
MetLife, Inc.	117,100		4,082,106
Old Republic International Corp.^	76,600		913,072
PartnerReinsurance Ltd.	900		64,143
Prudential Financial, Inc.	37,900		1,146,854
RenaissanceReinsurance Holdings Ltd.^	25,700		1,325,092
Swiss Reinsurance (Registered)	117,400		5,703,449
Torchmark Corp.^	16,100		719,670
Travelers Cos., Inc.	49,700		2,246,440
Unum Group	84,000		1,562,400
XL Capital Ltd., Class A	112,700		416,990
			56,341,656
Total Financials			121,380,957
Health Care (19.1%)
Biotechnology (7.2%)
Amgen, Inc.*	63,000		3,638,250
Celgene Corp.*	116,695		6,450,900
Genentech, Inc.*	342,170		28,369,315
Gilead Sciences, Inc.*	409,985		20,966,633
OSI Pharmaceuticals, Inc.*^	90,040		3,516,062
			62,941,160
Health Care Equipment & Supplies (2.2%)
Alcon, Inc.	43,559		3,885,027
Baxter International, Inc.	67,300		3,606,607
Covidien Ltd.	257,110		9,317,667
Varian Medical Systems, Inc.*^	83,560		2,927,942
			19,737,243
Health Care Providers & Services (2.1%)
Cardinal Health, Inc.	45,000		1,551,150
McKesson Corp.	28,100		1,088,313

	Number of Shares	Value (Note 1)
UnitedHealth Group, Inc.	604,650	$	16,083,690
			18,723,153
Health Care Technology (0.5%)
Eclipsys Corp.*^	315,802		4,481,230
Pharmaceuticals (7.1%)
Abbott Laboratories, Inc.	6,300		336,231
Allergan, Inc.	142,875		5,760,720
AstraZeneca plc (ADR)^	30,300		1,243,209
Bristol-Myers Squibb Co.	149,300		3,471,225
Eli Lilly & Co.	369,700		14,887,820
GlaxoSmithKline plc (ADR)^	37,000		1,378,990
Johnson & Johnson	93,700		5,606,071
Merck & Co., Inc.	386,870		11,760,848
Novartis AG (ADR)	34,500		1,716,720
Pfizer, Inc.	271,300		4,804,723
Sanofi-Aventis S.A. (ADR)	65,300		2,100,048
Schering-Plough Corp.	131,300		2,236,039
Teva Pharmaceutical Industries Ltd. (ADR)	96,200		4,095,234
Wyeth^	82,200		3,083,322
			62,481,200
Total Health Care			168,363,986
Industrials (3.5%)
Aerospace & Defense (0.7%)
Boeing Co.	141,230		6,026,284
Air Freight & Logistics (0.0%)
United Parcel Service, Inc., Class B	600		33,096
Airlines (0.1%)
UAL Corp.^	48,000		528,960
Commercial Services & Supplies (0.3%)
Pitney Bowes, Inc.	37,500		955,500
Republic Services, Inc.	61,470		1,523,841
			2,479,341
Electrical Equipment (0.2%)
SunPower Corp., Class B*^	70,497		2,145,929
Industrial Conglomerates (0.8%)
3M Co.	27,500		1,582,350
General Electric Co.	281,100		4,553,820
Tyco International Ltd.	57,100		1,233,360
			7,369,530
Machinery (1.4%)
Caterpillar, Inc.	41,300		1,844,871
Danaher Corp.	156,380		8,852,672
Dover Corp.	39,500		1,300,340
Illinois Tool Works, Inc.	8,000		280,400
			12,278,283
Total Industrials			30,861,423
Information Technology (17.5%)
Communications Equipment (4.2%)
Cisco Systems, Inc.*	94,600		1,541,980
Corning, Inc.	1,434,240		13,668,307
Motorola, Inc.	441,600		1,956,288
Nokia Oyj (ADR)^	256,425		4,000,230
QUALCOMM, Inc.	227,205		8,140,755
Research In Motion Ltd.*	133,865		5,432,242

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Number of Shares	Value (Note 1)
Telefonaktiebolaget LM Ericsson (ADR)^	301,600	$	2,355,496
			37,095,298
Computers & Peripherals (4.3%)
Apple, Inc.*	182,122		15,544,113
Dell, Inc.*	849,500		8,698,880
EMC Corp.*	581,215		6,085,321
Hewlett-Packard Co.	40,400		1,466,116
International Business Machines Corp.	48,400		4,073,344
Lexmark International, Inc., Class A*^	45,600		1,226,640
Western Digital Corp.*	58,600		670,970
			37,765,384
Electronic Equipment, Instruments & Components (0.3%)
AU Optronics Corp. (ADR)^	209,500		1,608,960
Flextronics International Ltd.*	27,511		70,428
Sanmina-SCI Corp.*	34,300		16,121
Tyco Electronics Ltd.	68,400		1,108,764
			2,804,273
Internet Software & Services (1.2%)
eBay, Inc.*^	732,150		10,220,814
IT Services (1.2%)
Accenture Ltd., Class A^	21,200		695,148
Paychex, Inc.	131,800		3,463,704
Visa, Inc., Class A	66,730		3,499,988
Western Union Co.	197,240		2,828,422
			10,487,262
Semiconductors & Semiconductor Equipment (1.8%)
Cypress Semiconductor Corp.*^	257,035		1,148,946
Intel Corp.	574,110		8,416,453
NVIDIA Corp.*	160,900		1,298,463
ON Semiconductor Corp.*	567,527		1,929,592
Taiwan Semiconductor Manufacturing Co., Ltd. (ADR)	169,551		1,339,453
Texas Instruments, Inc.	89,700		1,392,144
			15,525,051
Software (4.5%)
Amdocs Ltd.*^	243,900		4,460,931
Microsoft Corp.	1,071,167		20,823,485
Oracle Corp.*	738,750		13,098,038
Symantec Corp.*	114,100		1,542,632
			39,925,086
Total Information Technology			153,823,168
Materials (1.2%)
Chemicals (0.9%)
Eastman Chemical Co.^	32,700		1,036,917
Syngenta AG (ADR)	179,635		7,030,914
			8,067,831
Containers & Packaging (0.3%)
Owens-Illinois, Inc.*^	67,700		1,850,241
Sonoco Products Co.	25,000		579,000
			2,429,241
Total Materials			10,497,072
Telecommunication Services (4.3%)
Diversified Telecommunication Services (2.9%)
AT&T, Inc.	767,600		21,876,600
Level 3 Communications, Inc.*^	2,398,930		1,679,251
Telefonica S.A. (ADR)^	11,600		781,724

	Number of Shares		Value (Note 1)
Verizon Communications, Inc.		42,000	$	1,423,800
				25,761,375
Wireless Telecommunication Services (1.4%)
China Mobile Ltd.		331,000		3,355,944
Crown Castle International Corp.*^		354,800		6,237,384
Sprint Nextel Corp.*^		770,100		1,409,283
Vodafone Group plc (ADR)		53,100		1,085,364
				12,087,975
Total Telecommunication Services				37,849,350
Utilities (1.8%)
Electric Utilities (1.5%)
American Electric Power Co., Inc.		61,100		2,033,408
Entergy Corp.		144,705		12,029,327
				14,062,735
Independent Power Producers & Energy Traders (0.1%)
Reliant Energy, Inc.*^		128,700		743,886
Multi-Utilities (0.2%)
CMS Energy Corp.^		74,500		753,195
Dominion Resources, Inc.		18,200		652,288
				1,405,483
Total Utilities				16,212,104
Total Common Stocks (90.6%) (Cost $1,088,602,583)				798,128,803
PREFERRED STOCK:
Financials (0.1%)
Diversified Financial Services (0.1%)
CIT Group, Inc.
8.750%		23,400		675,324
Total Preferred Stocks (0.1%) (Cost $1,170,000)				675,324
	Principal Amount		Value (Note 1)
LONG-TERM DEBT SECURITIES:
Corporate Bonds (0.3%)
Consumer Discretionary (0.1%)
Media (0.1%)
DirecTV Holdings LLC/DirecTV Financing Co.
8.375%, 3/15/13	$	662,000		658,690
Echostar DBS Corp.
7.750%, 5/31/15		267,000		226,950
Total Consumer Discretionary				885,640
Financials (0.2%)
Commercial Banks (0.0%)
Fifth Third Capital Trust IV
6.500%, 4/15/37(l)		658,000		328,812
Diversified Financial Services (0.2%)
CIT Group, Inc.
5.000%, 2/13/14		402,900		292,829
5.000%, 2/1/15		588,900		414,586
5.400%, 1/30/16		1,163,400		810,060
5.850%, 9/15/16		322,200		226,871
				1,744,346
Total Financials				2,073,158
Total Long-Term Debt Securities (0.3%) (Cost $2,408,406)				2,958,798

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENTS:
Short-Term Investments of Cash Collateral for Securities Loaned (10.0%)
Banco de Sabadell S.A.
3.87%, 4/23/09 (l)	$	1,580,000	$	1,572,443
BBVA Senior Finance S.A.
2.15%, 3/12/10 (l)		1,170,000		1,144,655
Citigroup Funding, Inc.
0.36%, 3/16/09 (l)		1,590,000		1,580,218
Comerica Bank
1.06%, 3/16/09 (l)		529,992		516,686
Deutsche Bank Securities, Inc., Repurchase Agreement
0.10%, 1/2/09 (r)(u)		63,674,812		63,674,812
General Electric Capital Corp.
0.40%, 3/12/10 (l)		210,000		200,461
Goldman Sachs Group, Inc.
0.41%, 3/27/09 (l)		1,480,000		1,472,427
Hartford Life, Inc.
1.62%, 2/2/09 (l)		420,000		420,000
K2 (USA) LLC
0.37%, 5/29/09 (l)		2,119,709		2,106,143
0.37%, 6/18/09 (l)		2,649,612		2,630,428
Lehman Brothers Holdings, Inc.
0.00%, 8/21/09 (h)(s)		1,319,994		118,802
Links Finance LLC
0.37%, 6/25/09 (l)		789,902		782,853
MBIA Global Funding LLC
0.37%, 3/30/09 (l)		1,320,000		1,299,581
Monumental Global Funding II
0.43%, 5/26/10 (l)		2,490,000		2,141,399
Morgan Stanley
2.87%, 2/9/09 (l)		4,126,142		4,126,142
0.19%, 5/7/09 (l)		2,650,000		2,605,366
Pricoa Global Funding I
0.40%, 6/25/10 (l)		1,589,762		1,406,052
Total Short-Term Investments of Cash Collateral for Securities Loaned				87,798,468
Time Deposit (8.8%)
JP Morgan Chase Nassau
0.001%, 1/2/09		77,620,036		77,620,036
Total Short-Term Investments (18.8%) (Cost/Amortized Cost $167,329,960)				165,418,504
Total Investments (109.8%) (Cost/Amortized Cost $1,259,510,949)				967,181,429
Other Assets Less Liabilities (-9.8%)				(86,346,776	)
Net Assets (100%)			$	880,834,653

* Non-income producing.

^ All, or a portion of security out on loan (See Note 1).

(h) Security in default.

(l) Floating Rate Security. Rate disclosed is as of December 31, 2008.

(r) The repurchase agreements are fully collateralized by U.S. government and/or agency obligations based on market prices at the date of this portfolio of investments.

(s) Issuer in bankruptcy.

(u) Represents the Portfolio’s undivided interest in a joint repurchase agreement. The repurchase agreement was fully collateralized by U.S. government agency securities at the date of this Portfolio of Investments as follows: Federal Home Loan Mortgage Corp., 0.000% - 7.500%, maturing 3/15/23 – 6/15/38; Federal National Mortgage Association, 0.000% - 7.000%, maturing 5/25/09 – 10/1/38; Government National Mortgage Association, 0.000% - 7.390%, maturing 10/16/27 – 11/16/44.

Glossary:

ADR—    American Depositary Receipt

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1 - Quoted prices in active markets for identical securities

•  Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description		Quoted Prices in   Active Markets for   Identical   Securities   (Level 1)		Significant Other   Observable Inputs   (Level 2)		Significant   Unobservable   Inputs   (Level 3)		Total
Assets
Investments in Securities	$	778,270,575	$	188,910,854	$	—	$	967,181,429
Other Investments*	$	—		—		—		—
Total	$	778,270,575	$	188,910,854	$	—	$	967,181,429
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*	$	—		—		—		—
Total	$	—	$	—	$	—	$	—

* Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:
Stocks and long-term corporate debt securities	$	790,388,636
Net Proceeds of Sales and Redemptions:
Stocks and long-term corporate debt securities	$	473,726,517
As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:
Aggregate gross unrealized appreciation	$	15,437,596
Aggregate gross unrealized depreciation		(317,468,643)
Net unrealized depreciation	$	(302,031,047)
Federal income tax cost of investments	$	1,269,212,476

At December 31, 2008, the Portfolio had loaned securities with a total value of $89,119,310. This was secured by collateral of $89,709,925 which was received as cash and subsequently invested in short-term investments currently valued at $87,798,468, as reported in the portfolio of investments.

For the year ended December 31, 2008, the Portfolio incurred approximately $12,441 as brokerage commissions with Sanford C. Bernstein & Co., Inc., an affiliated broker/dealer.

The Portfolio has a net capital loss carryforward of $105,713,400 which expires in the year 2016.

See Notes to Financial Statements.

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MULTIMANAGER LARGE CAP GROWTH PORTFOLIO

PORTFOLIO OF INVESTMENTS

December 31, 2008

	Number of Shares	Value (Note 1)
COMMON STOCKS:
Consumer Discretionary (9.7%)
Diversified Consumer Services (2.3%)
Apollo Group, Inc., Class A*	62,250	$	4,769,595
Hotels, Restaurants & Leisure (1.4%)
International Game Technology^	39,200		466,088
Marriott International, Inc., Class A^	71,300		1,386,785
MGM MIRAGE*^	24,397		335,703
Yum! Brands, Inc.	23,500		740,250
			2,928,826
Internet & Catalog Retail (1.7%)
Amazon.com, Inc.*	61,500		3,153,720
Expedia, Inc.*^	59,200		487,808
			3,641,528
Media (0.0%)
Sirius XM Radio, Inc.*^	400,200		48,024
Multiline Retail (2.1%)
Dollar Tree, Inc.*	44,300		1,851,740
Kohl’s Corp.*	26,800		970,160
Target Corp.	43,400		1,498,602
			4,320,502
Specialty Retail (1.1%)
Bed Bath & Beyond, Inc.*^	42,200		1,072,724
Home Depot, Inc.	55,800		1,284,516
			2,357,240
Textiles, Apparel & Luxury Goods (1.1%)
Deckers Outdoor Corp.*	28,700		2,292,269
Total Consumer Discretionary			20,357,984
Consumer Staples (4.7%)
Food & Staples Retailing (3.0%)
CVS Caremark Corp.	74,200		2,132,508
Wal-Mart Stores, Inc.	74,300		4,165,258
			6,297,766
Food Products (1.7%)
Bunge Ltd.	30,800		1,594,516
Nestle S.A. (Registered) (ADR)	50,200		1,992,940
			3,587,456
Total Consumer Staples			9,885,222
Energy (4.8%)
Energy Equipment & Services (2.9%)
Halliburton Co.	93,600		1,701,648
National Oilwell Varco, Inc.*	51,400		1,256,216
Schlumberger Ltd.	43,600		1,845,588
Weatherford International Ltd.*	105,100		1,137,182
			5,940,634
Oil, Gas & Consumable Fuels (1.9%)
EOG Resources, Inc.	14,500		965,410
Occidental Petroleum Corp.	36,500		2,189,635
Petroleo Brasileiro S.A. (Preference) (ADR)	19,500		397,995
Suncor Energy, Inc.	26,900		524,550
			4,077,590
Total Energy			10,018,224
Financials (5.3%)
Capital Markets (3.1%)
BlackRock, Inc.	7,300		979,295
Charles Schwab Corp.	109,000		1,762,530

	Number of Shares	Value (Note 1)
Franklin Resources, Inc.	13,400	$	854,652
Goldman Sachs Group, Inc.	13,100		1,105,509
Morgan Stanley	28,700		460,348
State Street Corp.	32,000		1,258,560
			6,420,894
Commercial Banks (1.6%)
Banco Bradesco S.A. (ADR)	71,200		702,744
Wells Fargo & Co.	88,900		2,620,772
			3,323,516
Diversified Financial Services (0.6%)
JPMorgan Chase & Co.	41,050		1,294,307
Total Financials			11,038,717
Health Care (26.4%)
Biotechnology (12.7%)
Amgen, Inc.*	10,500		606,375
Biogen Idec, Inc.*	61,700		2,938,771
Celgene Corp.*	62,550		3,457,764
Cephalon, Inc.*	30,800		2,372,832
Genentech, Inc.*	74,500		6,176,795
Gilead Sciences, Inc.*	158,900		8,126,146
Myriad Genetics, Inc.*	44,300		2,935,318
			26,614,001
Health Care Equipment & Supplies (5.4%)
Alcon, Inc.	8,000		713,520
Baxter International, Inc.	12,000		643,080
Covidien Ltd.	30,600		1,108,944
Masimo Corp.*	99,900		2,980,017
Medtronic, Inc.	36,500		1,146,830
Stryker Corp.^	20,600		822,970
Thoratec Corp.*	118,600		3,853,314
			11,268,675
Health Care Providers & Services (1.8%)
Humana, Inc.*	14,000		521,920
McKesson Corp.	27,200		1,053,456
Medco Health Solutions, Inc.*	51,900		2,175,129
			3,750,505
Health Care Technology (1.1%)
Cerner Corp.*	61,900		2,380,055
Life Sciences Tools & Services (1.4%)
Illumina, Inc.*	35,400		922,170
Thermo Fisher Scientific, Inc.*	61,700		2,102,119
			3,024,289
Pharmaceuticals (4.0%)
Allergan, Inc.	35,900		1,447,488
Bristol-Myers Squibb Co.	109,200		2,538,900
Elan Corp. plc (ADR)*	185,000		1,110,000
Wyeth	87,650		3,287,752
			8,384,140
Total Health Care			55,421,665
Industrials (10.0%)
Aerospace & Defense (0.9%)
Boeing Co.	32,000		1,365,440
Lockheed Martin Corp.	6,100		512,888
			1,878,328
Air Freight & Logistics (0.8%)
Expeditors International of Washington, Inc.^	36,300		1,207,701

See Notes to Financial Statements.

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December 31, 2008

	Number of Shares	Value (Note 1)
United Parcel Service, Inc., Class B	7,900	$	435,764
			1,643,465
Construction & Engineering (1.2%)
Foster Wheeler Ltd.*	57,100		1,334,998
Jacobs Engineering Group, Inc.*	23,900		1,149,590
			2,484,588
Electrical Equipment (4.1%)
Energy Conversion Devices, Inc.*	114,000		2,873,940
First Solar, Inc.*	38,200		5,270,072
SunPower Corp., Class B*^	16,100		490,084
			8,634,096
Machinery (3.0%)
Danaher Corp.	84,000		4,755,240
ITT Corp.	33,100		1,522,269
			6,277,509
Total Industrials			20,917,986
Information Technology (31.0%)
Communications Equipment (10.2%)
Cisco Systems, Inc.*	43,400		707,420
F5 Networks, Inc.*	122,200		2,793,492
Juniper Networks, Inc.*^	373,700		6,543,487
Nokia Oyj (ADR)	61,100		953,160
QUALCOMM, Inc.	270,100		9,677,682
Research In Motion Ltd.*	20,700		840,006
			21,515,247
Computers & Peripherals (7.8%)
Apple, Inc.*	98,370		8,395,879
EMC Corp.*	66,000		691,020
Hewlett-Packard Co.	129,100		4,685,039
International Business Machines Corp.	8,120		683,379
NetApp, Inc.*	132,500		1,851,025
			16,306,342
Internet Software & Services (1.6%)
Google, Inc., Class A*	9,750		2,999,588
VeriSign, Inc.*^	22,100		421,668
			3,421,256
IT Services (3.4%)
Accenture Ltd., Class A^	69,800		2,288,742
Cognizant Technology Solutions Corp., Class A*	89,000		1,607,340
Visa, Inc., Class A	60,300		3,162,735
			7,058,817
Semiconductors & Semiconductor Equipment (2.6%)
ASML Holding N.V. (N.Y. Shares)^	66,902		1,208,919
Broadcom Corp., Class A*	73,400		1,245,598
Intel Corp.	24,900		365,034
Marvell Technology Group Ltd.*	210,200		1,402,034
Xilinx, Inc.	72,200		1,286,604
			5,508,189
Software (5.4%)
Autodesk, Inc.*	96,000		1,886,400
Electronic Arts, Inc.*	37,500		601,500
Microsoft Corp.	168,600		3,277,584
Nintendo Co., Ltd. (ADR)	12,300		587,325
Oracle Corp.*	109,600		1,943,208
Salesforce.com, Inc.*^	96,400		3,085,764
			11,381,781
Total Information Technology			65,191,632
Materials (3.7%)
Chemicals (3.7%)
Air Products & Chemicals, Inc.	19,400		975,238
Monsanto Co.	25,300		1,779,855

	Number of Shares		Value (Note 1)
Praxair, Inc.		58,900	$	3,496,304
Syngenta AG (ADR)		37,350		1,461,879
Total Materials				7,713,276
Telecommunication Services (2.4%)
Wireless Telecommunication Services (2.4%)
American Tower Corp., Class A*^		97,300		2,852,836
Crown Castle International Corp.*^		50,000		879,000
MetroPCS Communications, Inc.*^		82,400		1,223,640
Total Telecommunication Services				4,955,476
Utilities (0.5%)
Independent Power Producers & Energy Traders (0.5%)
NRG Energy, Inc.*		46,300		1,080,179
Total Utilities				1,080,179
Total Common Stocks (98.5%) (Cost $267,334,905)				206,580,361
	Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENTS:
Short-Term Investments of Cash Collateral for Securities Loaned (5.5%)
Banco de Sabadell S.A.
3.87%, 4/23/09 (l)	$	260,000		258,757
BBVA Senior Finance S.A.
2.15%, 3/12/10 (l)		180,000		176,100
Citigroup Funding, Inc.
0.36%, 3/16/09 (l)		270,000		268,339
Comerica Bank
1.06%, 3/16/09 (l)		99,999		97,488
Deutsche Bank Securities, Inc., Repurchase Agreement
0.10%, 1/2/09 (r)(u)		7,605,528		7,605,528
General Electric Capital Corp.
0.40%, 3/12/10 (l)		20,000		19,092
Goldman Sachs Group, Inc.
0.41%, 3/27/09 (l)		250,000		248,720
Hartford Life, Inc.
1.62%, 2/2/09 (l)		100,000		100,000
K2 (USA) LLC
0.37%, 5/29/09 (l)		349,952		347,712
0.37%, 6/18/09 (l)		419,938		416,898
Lehman Brothers Holdings, Inc.
0.00%, 8/21/09 (h)(s)		209,999		18,900
Links Finance LLC
0.37%, 6/25/09 (l)		139,983		138,733
MBIA Global Funding LLC
0.37%, 3/30/09 (l)		210,000		206,752
Monumental Global Funding II
0.43%, 5/26/10 (l)		410,000		352,601
Morgan Stanley
2.87%, 2/9/09 (l)		689,355		689,355
0.19%, 5/7/09 (l)		420,000		412,926
Pricoa Global Funding I
0.40%, 6/25/10 (l)		269,960		238,764
Total Short-Term Investments of Cash Collateral for Securities Loaned				11,596,665
Time Deposit (1.6%)
JP Morgan Chase Nassau
0.001%, 1/2/09		3,378,030		3,378,030
Total Short-Term Investments (7.1%) (Cost/Amortized Cost $15,282,744)				14,974,695

See Notes to Financial Statements.

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December 31, 2008

	Principal Amount	Value (Note 1)
Total Investments (105.6%) (Cost/Amortized Cost $282,617,649)		$	221,555,056
Other Assets Less Liabilities (-5.6%)			(11,685,723	)
Net Assets (100%)		$	209,869,333

* Non-income producing.

^ All, or a portion of security out on loan (See Note 1).

(h) Security in default.

(l) Floating Rate Security. Rate disclosed is as of December 31, 2008.

(r) The repurchase agreements are fully collateralized by U.S. government and/or agency obligations based on market prices at the date of this portfolio of investments.

(s) Issuer in bankruptcy.

(u) Represents the Portfolio’s undivided interest in a joint repurchase agreement. The repurchase agreement was fully collateralized by U.S. government agency securities at the date of this Portfolio of Investments as follows: Federal Home Loan Mortgage Corp., 0.000% - 7.500%, maturing 3/15/23 – 6/15/38; Federal National Mortgage Association, 0.000% - 7.000%, maturing 5/25/09 – 10/1/38; Government National Mortgage Association, 0.000% - 7.390%, maturing 10/16/27 - 11/16/44.

Glossary:

ADR—    American Depositary Receipt

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1 - Quoted prices in active markets for identical securities

•  Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description		Quoted Prices in   Active Markets for   Identical   Securities   (Level 1)		Significant Other   Observable Inputs   (Level 2)		Significant   Unobservable   Inputs   (Level 3)		Total
Assets
Investments in Securities	$	206,580,361	$	14,974,695	$	—	$	221,555,056
Other Investments*	$	—		—		—		—
Total	$	206,580,361	$	14,974,695	$	—	$	221,555,056
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*	$	—		—		—		—
Total	$	—	$	—	$	—	$	—

* Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:
Stocks and long-term corporate debt securities	$	519,971,134
Net Proceeds of Sales and Redemptions:
Stocks and long-term corporate debt securities	$	538,175,475

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	3,622,331
Aggregate gross unrealized depreciation		(82,284,088	)
Net unrealized depreciation	$	(78,661,757	)
Federal income tax cost of investments	$	300,216,813

At December 31, 2008, the Portfolio had loaned securities with a total value of $11,530,349. This was secured by collateral of $11,904,714 which was received as cash and subsequently invested in short-term investments currently valued at $11,596,665, as reported in the portfolio of investments.

For the year ended December 31, 2008, the Portfolio incurred approximately $1,460 as brokerage commissions with Sanford C. Bernstein & Co., Inc., an affiliated broker/dealer.

The Portfolio has a net capital loss carryforward of $9,817,379 which expires in the year 2016.

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS

December 31, 2008

	Number of Shares	Value (Note 1)
COMMON STOCKS:
Consumer Discretionary (10.1%)
Auto Components (0.4%)
Autoliv, Inc.^	63,500	$	1,362,710
Johnson Controls, Inc.^	155,540		2,824,606
Magna International, Inc., Class A	49,000		1,466,570
TRW Automotive Holdings Corp.*^	27,100		97,560
			5,751,446
Automobiles (0.1%)
Toyota Motor Corp. (ADR)^	35,200		2,303,488
Hotels, Restaurants & Leisure (0.6%)
Intercontinental Hotels Group plc (ADR)	751,538		6,290,373
Royal Caribbean Cruises Ltd.^	253,420		3,484,525
			9,774,898
Household Durables (0.1%)
Centex Corp.^	73,500		782,040
D.R. Horton, Inc.^	64,425		455,485
KB Home^	55,600		757,272
			1,994,797
Leisure Equipment & Products (0.1%)
Hasbro, Inc.	41,560		1,212,305
Media (4.9%)
CBS Corp., Class B	497,800		4,076,982
Gannett Co., Inc.^	299,700		2,397,600
News Corp., Class A	2,453,555		22,302,815
Omnicom Group, Inc.	255,270		6,871,868
Time Warner, Inc.	953,500		9,592,210
Viacom, Inc., Class B*	935,700		17,834,442
Walt Disney Co.^	552,100		12,527,149
WPP plc	485,324		2,829,070
			78,432,136
Multiline Retail (1.4%)
Family Dollar Stores, Inc.	86,200		2,247,234
J.C. Penney Co., Inc.^	128,700		2,535,390
Macy’s, Inc.^	535,850		5,546,048
Target Corp.^	377,900		13,048,887
			23,377,559
Specialty Retail (2.0%)
AutoNation, Inc.*^	145,100		1,433,588
Gap, Inc.	184,100		2,465,099
Home Depot, Inc.^	205,300		4,726,006
Lowe’s Cos., Inc.	715,650		15,400,788
Sherwin-Williams Co.^	90,160		5,387,060
Staples, Inc.	129,630		2,322,970
			31,735,511
Textiles, Apparel & Luxury Goods (0.5%)
Jones Apparel Group, Inc.^	170,600		999,716
NIKE, Inc., Class B	152,440		7,774,440
			8,774,156
Total Consumer Discretionary			163,356,296
Consumer Staples (12.3%)
Beverages (4.5%)
Coca-Cola Co.	528,800		23,938,776
Coca-Cola Enterprises, Inc.	298,300		3,588,549
Diageo plc	523,848		7,287,000
Molson Coors Brewing Co., Class B^	138,300		6,765,636
Pepsi Bottling Group, Inc.	129,460		2,914,145
PepsiAmericas, Inc.	49,400		1,005,784

	Number of Shares	Value (Note 1)
PepsiCo, Inc.	516,690	$	28,299,110
			73,799,000
Food & Staples Retailing (2.6%)
CVS Caremark Corp.	1,064,442		30,592,063
Kroger Co.	74,160		1,958,566
Safeway, Inc.	171,500		4,076,555
SUPERVALU, Inc.	121,900		1,779,740
Wal-Mart Stores, Inc.	55,000		3,083,300
			41,490,224
Food Products (1.7%)
Archer-Daniels-Midland Co.	162,200		4,676,226
Bunge Ltd.^	73,300		3,794,741
Del Monte Foods Co.	128,700		918,918
JM Smucker Co.	49,157		2,131,448
Kellogg Co.	55,800		2,446,830
Kraft Foods, Inc., Class A	39,200		1,052,520
Nestle S.A. (Registered)	234,394		9,238,071
Sara Lee Corp.	217,600		2,130,304
Tyson Foods, Inc., Class A	162,600		1,424,376
			27,813,434
Household Products (1.1%)
Procter & Gamble Co.	286,706		17,724,165
Tobacco (2.4%)
Altria Group, Inc.	371,210		5,590,423
Lorillard, Inc.	54,700		3,082,345
Philip Morris International, Inc.	627,790		27,315,143
Reynolds American, Inc.^	82,100		3,309,451
			39,297,362
Total Consumer Staples			200,124,185
Energy (15.7%)
Energy Equipment & Services (1.2%)
Baker Hughes, Inc.	524,600		16,823,922
National Oilwell Varco, Inc.*	104,830		2,562,045
			19,385,967
Oil, Gas & Consumable Fuels (14.5%)
Apache Corp.	208,610		15,547,703
BP plc (ADR)	140,900		6,585,666
Chevron Corp.	443,229		32,785,649
ConocoPhillips	306,620		15,882,916
Devon Energy Corp.	220,440		14,485,112
EOG Resources, Inc.	72,970		4,858,343
Exxon Mobil Corp.	631,230		50,391,091
Hess Corp.^	115,940		6,219,022
Marathon Oil Corp.	560,030		15,322,421
Occidental Petroleum Corp.	537,022		32,215,950
Royal Dutch Shell plc (ADR)	48,000		2,541,120
Sunoco, Inc.	29,700		1,290,762
Total S.A. (ADR)^	638,740		35,322,322
Valero Energy Corp.	76,500		1,655,460
			235,103,537
Total Energy			254,489,504
Financials (17.7%)
Capital Markets (3.4%)
Bank of New York Mellon Corp.	452,598		12,822,101
Deutsche Bank AG (Registered)^	68,800		2,799,472
Franklin Resources, Inc.	58,490		3,730,492
Goldman Sachs Group, Inc.	220,480		18,606,307
Invesco Ltd.^	59,940		865,534
Merrill Lynch & Co., Inc.	216,800		2,523,552
Morgan Stanley^	328,800		5,273,952

See Notes to Financial Statements.

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December 31, 2008

	Number of Shares	Value (Note 1)
State Street Corp.	212,060	$	8,340,320
			54,961,730
Commercial Banks (2.5%)
BB&T Corp.^	46,600		1,279,636
Fifth Third Bancorp^	287,100		2,371,446
PNC Financial Services Group, Inc.^	94,490		4,630,010
SunTrust Banks, Inc.^	77,150		2,279,011
U.S. Bancorp^	103,000		2,576,030
Wells Fargo & Co.	951,220		28,041,966
			41,178,099
Consumer Finance (1.0%)
Capital One Financial Corp.^	444,150		14,163,944
Discover Financial Services^	212,800		2,027,984
			16,191,928
Diversified Financial Services (4.0%)
Bank of America Corp.	1,215,573		17,115,268
Citigroup, Inc.	566,700		3,802,557
JPMorgan Chase & Co.	1,389,720		43,817,871
			64,735,696
Insurance (6.8%)
ACE Ltd.	426,750		22,583,610
Allstate Corp.	596,630		19,545,599
American International Group, Inc.^	413,700		649,509
Aon Corp.	45,810		2,092,601
Chubb Corp.	176,060		8,979,060
Everest Reinsurance Group Ltd.^	14,400		1,096,416
Fidelity National Financial, Inc., Class A^	127,700		2,266,675
Genworth Financial, Inc., Class A^	627,280		1,775,202
Hartford Financial Services Group, Inc.^	83,900		1,377,638
Lincoln National Corp.	160,300		3,020,052
MetLife, Inc.^	702,740		24,497,517
Old Republic International Corp.^	131,400		1,566,288
PartnerReinsurance Ltd.^	43,800		3,121,626
Prudential Financial, Inc.	181,630		5,496,124
RenaissanceReinsurance Holdings Ltd.^	52,700		2,717,212
Travelers Cos., Inc.	162,380		7,339,576
Unum Group	169,400		3,150,840
XL Capital Ltd., Class A	70,800		261,960
			111,537,505
Total Financials			288,604,958
Health Care (11.5%)
Biotechnology (0.2%)
Amgen, Inc.*	67,900		3,921,225
Health Care Providers & Services (0.3%)
AmerisourceBergen Corp.	29,300		1,044,838
Cardinal Health, Inc.	75,500		2,602,485
WellPoint, Inc.*	31,400		1,322,882
			4,970,205
Life Sciences Tools & Services (0.1%)
Waters Corp.*^	63,560		2,329,474
Pharmaceuticals (10.9%)
Abbott Laboratories, Inc.	64,120		3,422,084
Eli Lilly & Co.	30,000		1,208,100
GlaxoSmithKline plc	156,470		2,904,771
GlaxoSmithKline plc (ADR)^	66,600		2,482,182
Johnson & Johnson	811,870		48,574,182
Merck & Co., Inc.	622,110		18,912,144
Novartis AG (ADR)	70,900		3,527,984

	Number of Shares	Value (Note 1)
Pfizer, Inc.	991,260	$	17,555,215
Roche Holding AG	15,000		2,309,005
Sanofi-Aventis S.A. (ADR)	99,500		3,199,920
Schering-Plough Corp.	947,950		16,143,589
Wyeth	1,442,460		54,106,674
			174,345,850
Total Health Care			185,566,754
Industrials (8.0%)
Aerospace & Defense (3.8%)
Honeywell International, Inc.	445,050		14,610,992
Lockheed Martin Corp.	306,880		25,802,470
Northrop Grumman Corp.	278,740		12,554,450
United Technologies Corp.^	180,400		9,669,440
			62,637,352
Airlines (0.1%)
UAL Corp.^	89,400		985,188
Building Products (0.3%)
Masco Corp.^	474,600		5,282,298
Commercial Services & Supplies (0.2%)
Republic Services, Inc.	125,212		3,104,005
Industrial Conglomerates (1.4%)
3M Co.	102,820		5,916,263
General Electric Co.	877,200		14,210,640
Tyco International Ltd.	126,100		2,723,760
			22,850,663
Machinery (0.9%)
Caterpillar, Inc.	24,600		1,098,882
Danaher Corp.^	85,130		4,819,209
Dover Corp.	78,400		2,580,928
Eaton Corp.^	93,280		4,636,949
Illinois Tool Works, Inc.	33,300		1,167,165
			14,303,133
Road & Rail (0.9%)
Burlington Northern Santa Fe Corp.	19,470		1,474,074
CSX Corp.	383,350		12,447,374
			13,921,448
Trading Companies & Distributors (0.4%)
W.W. Grainger, Inc.^	75,500		5,952,420
Total Industrials			129,036,507
Information Technology (10.3%)
Communications Equipment (3.1%)
Cisco Systems, Inc.*	1,383,850		22,556,755
Corning, Inc.	130,300		1,241,759
Motorola, Inc.	984,600		4,361,778
Nokia Oyj (ADR)	167,700		2,616,120
QUALCOMM, Inc.	470,000		16,840,100
Telefonaktiebolaget LM Ericsson (ADR)^	330,400		2,580,424
			50,196,936
Computers & Peripherals (2.4%)
Hewlett-Packard Co.	719,680		26,117,187
International Business Machines Corp.	106,200		8,937,792
Lexmark International, Inc., Class A*^	87,700		2,359,130

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Number of Shares	Value (Note 1)
Western Digital Corp.*	137,100	$	1,569,795
			38,983,904
Electronic Equipment, Instruments & Components (0.4%)
Agilent Technologies, Inc.*	86,880		1,357,934
AU Optronics Corp. (ADR)^	253,900		1,949,952
Flextronics International Ltd.*	66,761		170,908
Sanmina-SCI Corp.*	228,400		107,348
Tyco Electronics Ltd.	162,000		2,626,021
Vishay Intertechnology, Inc.*	20,100		68,742
			6,280,905
IT Services (1.0%)
Accenture Ltd., Class A^	314,300		10,305,897
Automatic Data Processing, Inc.^	50,130		1,972,114
Visa, Inc., Class A^	41,520		2,177,724
Western Union Co.	171,850		2,464,329
			16,920,064
Semiconductors & Semiconductor Equipment (2.3%)
Intel Corp.	779,560		11,428,350
NVIDIA Corp.*	287,400		2,319,318
Taiwan Semiconductor Manufacturing Co., Ltd. (ADR)	348,850		2,755,915
Texas Instruments, Inc.	1,303,050		20,223,336
			36,726,919
Software (1.1%)
Oracle Corp.*	851,170		15,091,244
Symantec Corp.*	256,500		3,467,880
			18,559,124
Total Information Technology			167,667,852
Materials (3.1%)
Chemicals (2.1%)
Air Products & Chemicals, Inc.	82,620		4,153,307
Ashland, Inc.	16,489		173,299
E.I. du Pont de Nemours & Co.	703,800		17,806,140
Eastman Chemical Co.^	64,600		2,048,466
PPG Industries, Inc.	225,320		9,560,328
			33,741,540
Containers & Packaging (0.5%)
Ball Corp.	68,900		2,865,551
Bemis Co., Inc.	58,300		1,380,544
Owens-Illinois, Inc.*	139,700		3,818,001
			8,064,096
Metals & Mining (0.5%)
Newmont Mining Corp.	194,650		7,922,255
Total Materials			49,727,891
Telecommunication Services (5.5%)
Diversified Telecommunication Services (3.2%)
AT&T, Inc.	1,428,870		40,722,795
Telefonica S.A. (ADR)	18,600		1,253,454
Verizon Communications, Inc.	289,330		9,808,287
			51,784,536
Wireless Telecommunication Services (2.3%)
America Movil S.A.B. de C.V. (ADR)^	14,560		451,214
Rogers Communications, Inc., Class B	95,130		2,819,609
Sprint Nextel Corp.*	1,417,500		2,594,025
Vodafone Group plc	3,583,347		7,213,684
Vodafone Group plc (ADR)^	1,173,850		23,993,493
			37,072,025
Total Telecommunication Services			88,856,561

	Number of Shares		Value (Note 1)
Utilities (3.0%)
Electric Utilities (1.4%)
American Electric Power Co., Inc.		132,100	$	4,396,288
Entergy Corp.^		59,020		4,906,333
FPL Group, Inc.^		104,940		5,281,630
Pinnacle West Capital Corp.^		84,600		2,718,198
PPL Corp.		165,800		5,088,402
				22,390,851
Independent Power Producers & Energy Traders (0.1%)
Reliant Energy, Inc.*		249,200		1,440,376
Multi-Utilities (1.5%)
Ameren Corp.^		64,400		2,141,944
CMS Energy Corp.^		75,700		765,327
Dominion Resources, Inc.^		367,498		13,171,128
PG&E Corp.		106,030		4,104,421
Public Service Enterprise Group, Inc.		146,510		4,273,697
				24,456,517
Total Utilities				48,287,744
Total Common Stocks (97.2%)
(Cost $2,152,316,365)				1,575,718,252
	Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENTS:
Short-Term Investments of Cash Collateral for Securities Loaned (6.3%)
Banco de Sabadell S.A.
3.87%, 4/23/09 (l)	$	2,450,000		2,438,282
BBVA Senior Finance S.A.
2.15%, 3/12/10 (l)		1,790,000		1,751,225
Citigroup Funding, Inc.
0.36%, 3/16/09 (l)		2,440,000		2,424,989
Comerica Bank
1.06%, 3/16/09 (l)		809,988		789,652
Deutsche Bank Securities, Inc., Repurchase Agreement
0.10%, 1/2/09 (r)(u)		64,926,625		64,926,625
General Electric Capital Corp.
0.40%, 3/12/10 (l)		330,000		315,010
Goldman Sachs Group, Inc.
0.41%, 3/27/09 (l)		2,280,000		2,268,333
Hartford Life, Inc.
1.62%, 2/2/09 (l)		650,000		650,000
K2 (USA) LLC
0.37%, 5/29/09 (l)		3,259,552		3,238,691
0.37%, 6/18/09 (l)		4,069,404		4,039,941
Lehman Brothers Holdings, Inc.
0.00%, 8/21/09 (h)(s)		2,039,990		183,601
Links Finance LLC
0.37%, 6/25/09 (l)		1,219,849		1,208,963
MBIA Global Funding LLC
0.37%, 3/30/09 (l)		2,040,000		2,008,443
Monumental Global Funding II
0.43%, 5/26/10 (l)		3,830,000		3,293,800
Morgan Stanley
2.87%, 2/9/09 (l)		6,344,068		6,344,068
0.19%, 5/7/09 (l)		4,070,000		4,001,449
Pricoa Global Funding I
0.40%, 6/25/10 (l)		2,439,635		2,157,716
Total Short-Term Investments of Cash Collateral for Securities Loaned				102,040,788

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount		Value (Note 1)
Time Deposit (3.1%)
JP Morgan Chase Nassau
0.001%, 1/2/09	$	50,517,612	$	50,517,612
Total Short-Term Investments (9.4%)
(Cost/Amortized Cost $155,506,723)				152,558,400
Total Investments (106.6%)
(Cost/Amortized Cost $2,307,823,088)				1,728,276,652
Other Assets Less Liabilities (-6.6%)				(107,727,237	)
Net Assets (100%)			$	1,620,549,415

* Non-income producing.

^ All, or a portion of security out on loan (See Note 1).

(h) Security in default.

(l) Floating Rate Security. Rate disclosed is as of December 31, 2008.

(r) The repurchase agreements are fully collateralized by U.S. government and/or agency obligations based on market prices at the date of this portfolio of investments.

(s) Issuer in bankruptcy.

(u) Represents the Portfolio’s undivided interest in a joint repurchase agreement. The repurchase agreement was fully collateralized by U.S. government agency securities at the date of this Portfolio of Investments as follows: Federal Home Loan Mortgage Corp., 0.000% - 7.500%, maturing 3/15/23 - 6/15/38; Federal National Mortgage Association, 0.000% - 7.000%, maturing 5/25/09 - 10/1/38; Government National Mortgage Association, 0.000% - 7.390%, maturing 10/16/27- 11/16/44.

Glossary:

ADR —      American Depositary Receipt

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1 - Quoted prices in active markets for identical securities

•  Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description		Quoted Prices in   Active Markets for   Identical   Securities   (Level 1)		Significant Other   Observable Inputs   (Level 2)		Significant   Unobservable   Inputs   (Level 3)		Total
Assets
Investments in Securities	$	1,543,936,651	$	184,340,001	$	—	$	1,728,276,652
Other Investments*	$	—		—		—		—
Total	$	1,543,936,651	$	184,340,001	$	—	$	1,728,276,652
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*	$	—		—		—		—
Total	$	—	$	—	$	—	$	—

* Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:

Stocks and long-term corporate debt securities	$	1,737,722,398
Net Proceeds of Sales and Redemptions:
Stocks and long-term corporate debt securities	$	1,141,704,970

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	13,422,405
Aggregate gross unrealized depreciation		(641,278,917)
Net unrealized depreciation	$	(627,856,512)
Federal income tax cost of investments	$	2,356,133,164

At December 31, 2008, the Portfolio had loaned securities with a total value of $104,703,130. This was secured by collateral of $104,989,111 which was received as cash and subsequently invested in short-term investments currently valued at 102,040,788, as reported in the portfolio of investments. Additionally, uninvested cash received as collateral on loaned securities was held in an interest bearing account in the amount of $17,571, which the Portfolio cannot repledge and accordingly is not reflected in the Portfolio’s assets and liabilities.

For the year ended December 31, 2008, the Portfolio incurred approximately $32,032 as brokerage commissions with Sanford C. Bernstein & Co., Inc., an affiliated broker/dealer.

The Portfolio has a net capital loss carryforward of $165,673,773 which expires in the year 2016.

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS

December 31, 2008

	Number of Shares	Value (Note 1)
COMMON STOCKS:
Consumer Discretionary (14.9%)
Auto Components (0.4%)
BorgWarner, Inc.^	6,400	$	139,328
Drew Industries, Inc.*^	102,400		1,228,800
Tenneco, Inc.*^	100,300		295,885
			1,664,013
Diversified Consumer Services (3.6%)
Capella Education Co.*^	23,100		1,357,356
Corinthian Colleges, Inc.*^	129,800		2,124,826
ITT Educational Services, Inc.*^	67,395		6,401,177
K12, Inc.*^	62,300		1,168,125
Strayer Education, Inc.	17,600		3,773,616
Universal Technical Institute, Inc.*^	79,300		1,361,581
			16,186,681
Hotels, Restaurants & Leisure (3.0%)
Burger King Holdings, Inc.	181,900		4,343,772
Las Vegas Sands Corp.*	193,300		1,146,269
Orient-Express Hotels Ltd., Class A^	64,050		490,623
Panera Bread Co., Class A*^	66,800		3,489,632
Red Robin Gourmet Burgers, Inc.*^	69,280		1,165,982
Shuffle Master, Inc.*	471,200		2,337,152
			12,973,430
Internet & Catalog Retail (0.8%)
Amazon.com, Inc.*	600		30,768
Gaiam, Inc., Class A*	160,700		742,434
Netflix, Inc.*^	90,600		2,708,034
			3,481,236
Leisure Equipment & Products (0.2%)
Pool Corp.	43,700		785,289
Media (1.7%)
DreamWorks Animation SKG, Inc., Class A*	78,600		1,985,436
Lions Gate Entertainment Corp.*^	331,000		1,820,500
Marvel Entertainment, Inc.*	41,800		1,285,350
National CineMedia, Inc.^	216,900		2,199,366
			7,290,652
Multiline Retail (0.3%)
Dollar Tree, Inc.*	32,700		1,366,860
Specialty Retail (3.8%)
Abercrombie & Fitch Co., Class A^	4,600		106,122
Aeropostale, Inc.*	39,400		634,340
American Eagle Outfitters, Inc.	171,100		1,601,496
Bed Bath & Beyond, Inc.*	61,600		1,565,872
Best Buy Co., Inc.	138,500		3,893,235
Dick’s Sporting Goods, Inc.*^	214,900		3,032,239
GameStop Corp., Class A*	61,800		1,338,588
Guess?, Inc.	10,900		167,315
Hibbett Sports, Inc.*^	136,600		2,145,986
PetSmart, Inc.^	6,200		114,390
Ross Stores, Inc.	57,100		1,697,583
Tractor Supply Co.*^	23,847		861,831
			17,158,997
Textiles, Apparel & Luxury Goods (1.1%)
Carter’s, Inc.*^	98,700		1,900,962
FGX International Holdings Ltd.*	183,600		2,522,664
Wolverine World Wide, Inc.	10,990		231,230
			4,654,856
Total Consumer Discretionary			65,562,014

	Number of Shares	Value (Note 1)
Consumer Staples (3.0%)
Beverages (0.6%)
Hansen Natural Corp.*	81,100	$	2,719,283
Food Products (1.3%)
Hain Celestial Group, Inc.*^	140,000		2,672,600
Ralcorp Holdings, Inc.*	26,000		1,518,400
TreeHouse Foods, Inc.*	57,400		1,563,576
			5,754,576
Household Products (1.1%)
Clorox Co.	87,500		4,861,500
Total Consumer Staples			13,335,359
Energy (6.8%)
Energy Equipment & Services (2.5%)
Cameron International Corp.*	4,700		96,350
Complete Production Services, Inc.*^	143,300		1,167,895
Dril-Quip, Inc.*^	133,900		2,746,289
FMC Technologies, Inc.*	35,200		838,816
Helix Energy Solutions Group, Inc.*	89,800		650,152
Oceaneering International, Inc.*	41,900		1,220,966
Smith International, Inc.	6,300		144,207
Superior Energy Services, Inc.*	134,000		2,134,620
Tesco Corp.*^	50,200		358,428
Weatherford International Ltd.*	134,800		1,458,536
			10,816,259
Oil, Gas & Consumable Fuels (4.3%)
Bill Barrett Corp.*^	103,500		2,186,955
Carrizo Oil & Gas, Inc.*	84,100		1,354,010
Concho Resources, Inc.*^	30,700		700,574
Forest Oil Corp.*	74,900		1,235,101
Lundin Petroleum AB*	52,408		278,798
Mariner Energy, Inc.*	185,790		1,895,058
McMoRan Exploration Co.*	178,400		1,748,320
Newfield Exploration Co.*	57,500		1,135,625
Penn Virginia Corp.	35,000		909,300
Petrohawk Energy Corp.*^	13,450		210,224
Range Resources Corp.	55,100		1,894,889
Southwestern Energy Co.*	10,280		297,812
Whiting Petroleum Corp.*	38,700		1,294,902
XTO Energy, Inc.	107,000		3,773,889
			18,915,457
Total Energy			29,731,716
Financials (5.7%)
Capital Markets (3.8%)
Affiliated Managers Group, Inc.*^	78,100		3,273,952
Ameriprise Financial, Inc.	33,200		775,552
BlackRock, Inc.	600		80,490
Greenhill & Co., Inc.^	31,224		2,178,498
Julius Baer Holding AG (Registered)	29,919		1,150,916
KBW, Inc.*^	66,100		1,520,300
Lazard Ltd., Class A^	76,800		2,284,032
optionsXpress Holdings, Inc.^	126,470		1,689,639
State Street Corp.	18,400		723,672
Stifel Financial Corp.*^	35,300		1,618,505
T. Rowe Price Group, Inc.^	6,000		212,640

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Number of Shares	Value (Note 1)
Waddell & Reed Financial, Inc.,
Class A	79,100	$	1,222,886
			16,731,082
Commercial Banks (0.1%)
PNC Financial Services Group, Inc.	11,800		578,200
Diversified Financial Services (0.7%)
Deutsche Boerse AG	8,774		639,031
MSCI, Inc., Class A*	68,000		1,207,680
NASDAQ OMX Group, Inc.*	52,100		1,287,391
			3,134,102
Insurance (0.9%)
ACE Ltd.	24,200		1,280,664
Assured Guaranty Ltd.^	63,100		719,340
Marsh & McLennan Cos., Inc.	36,400		883,428
Travelers Cos., Inc.	26,600		1,202,320
			4,085,752
Real Estate Investment Trusts (REITs) (0.2%)
FelCor Lodging Trust, Inc. (REIT)^	183,600		337,824
iStar Financial, Inc. (REIT)^	161,500		360,145
			697,969
Total Financials			25,227,105
Health Care (17.9%)
Biotechnology (3.7%)
Acorda Therapeutics, Inc.*^	64,800		1,329,048
Alexion Pharmaceuticals, Inc.*^	101,200		3,662,428
Amylin Pharmaceuticals, Inc.*	42,400		460,040
BioMarin Pharmaceutical, Inc.*^	66,400		1,181,920
Cephalon, Inc.*	39,000		3,004,560
Incyte Corp.*^	140,800		533,632
Myriad Genetics, Inc.*^	36,000		2,385,360
Onyx Pharmaceuticals, Inc.*^	41,900		1,431,304
OSI Pharmaceuticals, Inc.*^	34,300		1,339,415
United Therapeutics Corp.*^	16,500		1,032,075
			16,359,782
Health Care Equipment & Supplies (4.9%)
Abiomed, Inc.*^	72,800		1,195,376
American Medical Systems Holdings, Inc.*	246,433		2,215,433
C.R. Bard, Inc.	3,440		289,854
Covidien Ltd.	39,500		1,431,480
DexCom, Inc.*^	174,800		482,448
Gen-Probe, Inc.*	37,000		1,585,080
Immucor, Inc.*^	83,700		2,224,746
Intuitive Surgical, Inc.*	5,300		673,047
Masimo Corp.*^	82,100		2,449,043
Meridian Bioscience, Inc.^	64,000		1,630,080
NuVasive, Inc.*^	60,200		2,085,930
St. Jude Medical, Inc.*	87,400		2,880,704
Stereotaxis, Inc.*^	6,600		29,040
Varian Medical Systems, Inc.*	68,900		2,414,256
			21,586,517
Health Care Providers & Services (3.3%)
Community Health Systems, Inc.*^	7,515		109,569
DaVita, Inc.*	2,800		138,796
Express Scripts, Inc.*	5,100		280,398
Henry Schein, Inc.*	4,200		154,098
HMS Holdings Corp.*	35,500		1,118,960
Humana, Inc.*	45,900		1,711,152
McKesson Corp.	72,800		2,819,544
MWI Veterinary Supply, Inc.*^	41,000		1,105,360
Psychiatric Solutions, Inc.*^	187,100		5,210,735

	Number of Shares	Value (Note 1)
VCA Antech, Inc.*^	96,200	$	1,912,456
			14,561,068
Health Care Technology (1.0%)
Allscripts-Misys Healthcare Solutions, Inc.	9,800		97,216
Cerner Corp.*^	66,300		2,549,235
MedAssets, Inc.*^	126,200		1,842,520
Phase Forward, Inc.*	300		3,756
			4,492,727
Life Sciences Tools & Services (3.2%)
AMAG Pharmaceuticals, Inc.*^	11,700		419,445
ICON plc (ADR)*	183,000		3,603,270
Illumina, Inc.*^	61,900		1,612,495
PAREXEL International Corp.*^	127,200		1,235,112
Pharmaceutical Product Development, Inc.	77,900		2,259,879
Qiagen N.V.*^	6,900		121,164
Sequenom, Inc.*^	226,150		4,486,816
Waters Corp.*^	6,500		238,225
			13,976,406
Pharmaceuticals (1.8%)
Auxilium Pharmaceuticals, Inc.*	130,000		3,697,200
Cadence Pharmaceuticals, Inc.*^	112,500		813,375
Impax Laboratories, Inc.(b)*^†	52,200		417,652
KV Pharmaceutical Co., Class A*^	119,500		344,160
Penwest Pharmaceuticals Co.*	128,100		201,117
Shionogi & Co., Ltd.	87,000		2,234,592
			7,708,096
Total Health Care			78,684,596
Industrials (14.8%)
Aerospace & Defense (2.4%)
Applied Signal Technology, Inc.^	32,088		575,659
Axsys Technologies, Inc.*	49,000		2,688,140
BE Aerospace, Inc.*^	159,800		1,228,862
Hexcel Corp.*^	336,700		2,488,213
Orbital Sciences Corp.*^	61,200		1,195,236
Precision Castparts Corp.	5,600		333,088
Rockwell Collins, Inc.	2,100		82,089
Stanley, Inc.*^	51,800		1,876,196
			10,467,483
Air Freight & Logistics (0.2%)
C.H. Robinson Worldwide, Inc.^	3,600		198,108
Expeditors International of Washington, Inc.^	6,700		222,909
Pacer International, Inc.^	45,000		469,350
			890,367
Airlines (0.8%)
Allegiant Travel Co.*^	40,900		1,986,513
Ryanair Holdings plc (ADR)*	45,300		1,317,324
			3,303,837
Commercial Services & Supplies (2.4%)
Copart, Inc.*	18,400		500,296
Covanta Holding Corp.*	73,100		1,605,276
Iron Mountain, Inc.*^	115,485		2,855,944
Mobile Mini, Inc.*^	132,400		1,909,208
Republic Services, Inc.	78,500		1,946,015
Stericycle, Inc.*	35,560		1,851,965
			10,668,704
Construction & Engineering (0.2%)
Chicago Bridge & Iron Co. N.V. (N.Y. Shares)^	84,900		853,245

See Notes to Financial Statements.

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December 31, 2008

	Number of Shares	Value (Note 1)
Jacobs Engineering Group, Inc.*	3,434	$	165,175
			1,018,420
Electrical Equipment (2.1% )
AMETEK, Inc.^	98,250		2,968,132
Baldor Electric Co.^	112,700		2,011,695
EnerSys*	97,900		1,076,900
First Solar, Inc.*	7,800		1,076,088
Rockwell Automation, Inc.	8,800		283,712
SunPower Corp., Class A*^	4,000		148,000
SunPower Corp., Class B*	25,800		785,352
Vestas Wind Systems A/S*	13,696		814,007
			9,163,886
Machinery (4.3% )
Actuant Corp., Class A^	97,700		1,858,254
Bucyrus International, Inc.^	90,700		1,679,764
Chart Industries, Inc.*	81,900		870,597
Colfax Corp.*^	79,700		828,083
Flowserve Corp.	49,500		2,549,250
Force Protection, Inc.*^	225,100		1,346,098
IDEX Corp.^	89,125		2,152,369
Illinois Tool Works, Inc.	22,100		774,605
Joy Global, Inc.^	83,600		1,913,604
Kaydon Corp.^	2,200		75,570
Lincoln Electric Holdings, Inc.^	38,200		1,945,526
Pall Corp.	47,500		1,350,425
RBC Bearings, Inc.*^	43,100		874,068
Valmont Industries, Inc.^	17,600		1,079,936
			19,298,149
Professional Services (2.0%)
Duff & Phelps Corp., Class A*^	40,000		764,800
FTI Consulting, Inc.*	68,000		3,038,240
Huron Consulting Group, Inc.*^	84,200		4,822,134
Robert Half International, Inc.^	8,800		183,216
			8,808,390
Road & Rail (0.4% )
Kansas City Southern*^	37,800		720,090
Knight Transportation, Inc.	50,900		820,508
			1,540,598
Total Industrials			65,159,834
Information Technology (29.2%)
Communications Equipment (2.9% )
F5 Networks, Inc.*^	72,100		1,648,206
Harris Corp.	7,800		296,790
Ixia*	366,200		2,116,636
Nice Systems Ltd. (ADR)*	123,356		2,771,809
Riverbed Technology, Inc.*^	166,600		1,897,574
Tandberg ASA	10,400		114,484
ViaSat, Inc.*	165,400		3,982,832
			12,828,331
Computers & Peripherals (0.8% )
Compellent Technologies, Inc.*	135,900		1,322,307
NCR Corp.*	145,200		2,053,128
Xyratex Ltd.*	93,300		275,235
			3,650,670
Electronic Equipment, Instruments & Components (4.4%)
Coherent, Inc.*	91,700		1,967,882
FARO Technologies, Inc.*	109,300		1,842,798
Flir Systems, Inc.*^	294,700		9,041,396
Itron, Inc.*	50,800		3,237,992
Mettler-Toledo International, Inc.*^.	3,300		222,420
National Instruments Corp.^	28,550		695,478

	Number of Shares	Value (Note 1)
Trimble Navigation Ltd.*^	105,900	$	2,288,499
			19,296,465
Internet Software & Services (3.6% )
Ariba, Inc.*	158,700		1,144,227
comScore, Inc.*^	133,400		1,700,850
DealerTrack Holdings, Inc.*^	104,000		1,236,560
Digital River, Inc.*^	80,900		2,006,320
DivX, Inc.*	71,500		373,945
Equinix, Inc.*	64,000		3,404,160
Netease.com (ADR)*	61,300		1,354,730
Omniture, Inc.*^	114,500		1,218,280
VistaPrint Ltd.*^	116,900		2,175,509
Websense, Inc.*	70,800		1,059,876
			15,674,457
IT Services (2.6%)
Affiliated Computer Services, Inc., Class A*	3,400		156,230
Alliance Data Systems Corp.*^	5,200		241,956
CACI International, Inc., Class A*	10,400		468,936
Cybersource Corp.*^	231,000		2,769,689
Global Payments, Inc.	53,635		1,758,692
Heartland Payment Systems, Inc.^	34,900		610,750
Mastercard, Inc., Class A	2,100		300,153
SAIC, Inc.*	3,981		77,550
Sapient Corp.*	465,599		2,067,260
VeriFone Holdings, Inc.*	90,200		441,980
Western Union Co.	191,500		2,746,110
			11,639,306
Semiconductors & Semiconductor Equipment (6.5% )
Advanced Analogic Technologies, Inc.*^	86,600		261,532
Atheros Communications, Inc.*^	364,900		5,221,719
Cavium Networks, Inc.*	117,600		1,235,976
Cymer, Inc.*^	27,500		602,525
FormFactor, Inc.*^	158,165		2,309,209
Hittite Microwave Corp.*^	59,700		1,758,762
Lam Research Corp.*^	4,700		100,016
Microchip Technology, Inc.	5,000		97,650
Microsemi Corp.*^	235,000		2,970,400
Microtune, Inc.*	328,426		669,989
Netlogic Microsystems, Inc.*^	112,400		2,473,924
ON Semiconductor Corp.*^	412,500		1,402,500
PMC-Sierra, Inc.*	253,900		1,233,954
Power Integrations, Inc.^	128,500		2,554,580
Silicon Laboratories, Inc.*^	95,900		2,376,402
Varian Semiconductor Equipment Associates, Inc.*^	85,725		1,553,337
Verigy Ltd.*	148,800		1,431,456
			28,253,931
Software (8.4%)
Activision Blizzard, Inc.*	24,466		211,386
Amdocs Ltd.*	106,700		1,951,543
ANSYS, Inc.*	85,600		2,387,384
Autonomy Corp.*	199,346		2,743,814
Bottomline Technologies, Inc.*	302,000		2,144,200
Commvault Systems, Inc.*	104,800		1,405,368
Concur Technologies, Inc.*^	81,300		2,668,266
Electronic Arts, Inc.*	88,200		1,414,728
EPIQ Systems, Inc.*^	75,700		1,264,947
FactSet Research Systems, Inc.^	4,000		176,960
Informatica Corp.*	94,670		1,299,819
McAfee, Inc.*	108,800		3,761,216
Nuance Communications, Inc.*^	239,800		2,484,328
Quest Software, Inc.*	261,000		3,285,990

See Notes to Financial Statements.

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December 31, 2008

	Number of Shares		Value (Note 1)
Red Hat, Inc.*		111,200	$	1,470,064
Salesforce.com, Inc.*		39,700		1,270,797
Solera Holdings, Inc.*		178,500		4,301,850
SuccessFactors, Inc.*^		177,807		1,020,612
Synopsys, Inc.*		61,000		1,129,720
UBISOFT Entertainment S.A.*		8,000		156,412
				36,549,404
Total Information Technology				127,892,564
Materials (1.7%)
Chemicals (1.6% )
Calgon Carbon Corp.*		80,200		1,231,872
Ecolab, Inc.		3,800		133,570
Ferro Corp.		109,400		771,270
FMC Corp.		116,900		5,228,937
				7,365,649
Containers & Packaging (0.1%)
Sealed Air Corp.		20,698		309,228
Total Materials				7,674,877
Telecommunication Services (2.1%)
Wireless Telecommunication Services (2.1%)
American Tower Corp., Class A*		3,700		108,484
MetroPCS Communications, Inc.*^ .		275,200		4,086,720
NII Holdings, Inc.*		8,700		158,166
SBA Communications Corp., Class A*^		296,800		4,843,776
Total Telecommunication Services				9,197,146
Total Common Stocks (96.1%) (Cost $568,842,025)				422,465,211
INVESTMENT COMPANIES:
Exchange Traded Funds (ETFs)(0.6%)
MidCap SPDR Trust Series 1		20,900		2,030,644
Oil Service HOLDRs Trust		10,500		774,375
Total Investment Companies (0.6%) (Cost $4,163,199)				2,805,019
	Principal Amount		Value (Note 1)
LONG-TERM DEBT SECURITIES:
Convertible Bond (0.0%)
Information Technology (0.0%)
Semiconductors & Semiconductor Equipment (0.0%)
Microchip Technology, Inc.
2.125%, 12/15/37	$	38,000		24,035
Total Information Technology				24,035
Total Convertible Bonds				24,035
Total Long-Term Debt Securities (0.0%) (Cost $29,985)				24,035
	Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENTS:
Short-Term Investments of Cash Collateral for Securities Loaned (24.8%)
Banco de Sabadell S.A.
3.87%, 4/23/09 (l)	$	2,900,000		2,886,129
BBVA Senior Finance S.A.
2.15%, 3/12/10 (l)		2,130,000		2,083,860

	Principal Amount		Value (Note 1)
Citigroup Funding, Inc.
0.36%, 3/16/09 (l)	$	2,900,000	$	2,882,159
Comerica Bank
1.06%, 3/16/09 (l)		969,986		945,632
Deutsche Bank Securities, Inc., Repurchase Agreement
0.10%, 1/2/09 (r)(u)		64,766,512		64,766,512
General Electric Capital Corp.
0.40%, 3/12/10 (l)		390,000		372,285
Goldman Sachs Group, Inc.
0.41%, 3/27/09 (l)		2,710,000		2,696,133
Hartford Life, Inc.
1.62%, 2/2/09 (l)		770,000		770,000
K2 (USA) LLC
0.37%, 5/29/09 (l)		3,869,469		3,844,704
0.37%, 6/18/09 (l)		4,839,291		4,804,254
Lehman Brothers Holdings, Inc.
0.00%, 8/21/09 (h)(s)		2,419,988		217,802
Links Finance LLC
0.37%, 6/25/09 (l)		1,449,820		1,436,882
MBIA Global Funding LLC
0.37%, 3/30/09 (l)		2,420,000		2,382,565
Monumental Global Funding II
0.43%, 5/26/10 (l)		4,550,000		3,913,001
Morgan Stanley
2.87%, 2/9/09 (l)		7,542,947		7,542,947
0.19%, 5/7/09 (l)		4,840,000		4,758,480
Pricoa Global Funding I
0.40%, 6/25/10 (l)		2,899,566		2,564,498
Total Short-Term Investments of Cash Collateral for Securities Loaned				108,867,843
Time Deposit (4.8%)
JP Morgan Chase Nassau
0.001%, 1/2/09		21,038,340		21,038,340
Total Short-Term Investments (29.6%) (Cost/Amortized Cost $133,405,919)				129,906,183
Total Investments (126.3%) (Cost/Amortized Cost $706,441,128)				555,200,448
Other Assets Less Liabilities (-26.3%)				(115,630,226)
Net Assets (100%)			$	439,570,222

* Non-income producing.

^ All, or a portion of security out on loan (See Note 1).

† Securities (totaling $417,652 or 0.1% of net assets) at fair value.

(b) Illiquid Security.

(h) Security in default.

(l) Floating Rate Security. Rate disclosed is as of December 31, 2008.

(r) The repurchase agreements are fully collateralized by U.S. government and/or agency obligations based on market prices at the date of this portfolio of investments.

(s) Issuer in bankruptcy.

(u) Represents the Portfolio’s undivided interest in a joint repurchase agreement. The repurchase agreement was fully collateralized by U.S. government agency securities at the date of this Portfolio of Investments as follows: Federal Home Loan Mortgage Corp., 0.000% - 7.500%, maturing 3/15/23 – 6/15/38; Federal National Mortgage Association, 0.000% - 7.000%, maturing 5/25/09 – 10/1/38; Government National Mortgage Association, 0.000% - 7.390%, maturing 10/16/27 – 11/16/44.

Glossary:

ADR       —     American Depositary Receipt

HOLDRs —     Holding Company Depositary Receipts

See Notes to Financial Statements.

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December 31, 2008

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1 - Quoted prices in active markets for identical securities

•  Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description		Quoted Prices in   Active Markets for   Identical   Securities   (Level 1)		Significant Other   Observable Inputs   (Level 2)		Significant   Unobservable   Inputs   (Level 3)		Total
Assets
Investments in Securities	$	416,720,524	$	138,062,272	$	417,652	$	555,200,448
Other Investments*	$	—		—		—		—
Total	$	416,720,524	$	138,062,272	$	417,652	$	555,200,448
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*	$	—		—		—		—
Total	$	—	$	—	$	—	$	—

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments in Securities		Other Investments*
Balance as of 12/31/07	$	539,080	$	—
Total gains or losses (realized/unrealized) included in earnings		1,096,520		—
Purchases, sales, issuances, and settlements (net)		(1,635,600)		—
Transfers in and/or out of Level 3		417,652		—
Balance as of 12/31/08	$	417,652	$	—
The amount of total gains or losses for the year included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held at year ending 12/31/08.	$	(161,768)	$	—

* Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:

Stocks and long-term corporate debt securities	$	837,688,270
Net Proceeds of Sales and Redemptions:
Stocks and long-term corporate debt securities	$	911,194,864

See Notes to Financial Statements.

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December 31, 2008

As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	10,434,326
Aggregate gross unrealized depreciation		(180,530,792)
Net unrealized depreciation	$	(170,096,466)
Federal income tax cost of investments	$	725,296,914

At December 31, 2008, the Portfolio had loaned securities with a total value of $112,865,170. This was secured by collateral of $112,367,579 which was received as cash and subsequently invested in short-term investments currently valued at $108,867,843, as reported in the portfolio of investments. Additionally, uninvested cash received as collateral on loaned securities was held in an interest bearing account in the amount of $19,224, which the Portfolio cannot repledge and accordingly are not reflected in the Portfolio’s assets and liabilities.

For the year ended December 31, 2008, the Portfolio incurred approximately $2,972 as brokerage commissions with Exane S.A. and $1,256 as brokerage commissions with Sanford C. Bernstein & Co., Inc., affiliated broker/dealers.

The Portfolio has a net capital loss carryforward of $25,357,373 which expires in the year 2016.

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS

December 31, 2008

	Number of Shares	Value (Note 1)
COMMON STOCKS:
Consumer Discretionary (8.5%)
Auto Components (1.3%)
Autoliv, Inc.	16,561	$	355,399
Exide Technologies, Inc.*	132,230		699,497
Hawk Corp., Class A*	12,000		199,200
Magna International, Inc., Class A	184,000		5,507,120
Motorcar Parts of America, Inc.*	16,530		64,467
Stoneridge, Inc.*	26,400		120,384
TRW Automotive Holdings Corp.*^	338,724		1,219,406
			8,165,473
Distributors (0.3%)
Genuine Parts Co.	49,500		1,874,070
Hotels, Restaurants & Leisure (0.3%)
Bluegreen Corp.*^	31,464		98,482
Bob Evans Farms, Inc.^	5,013		102,416
CEC Entertainment, Inc.*	9,330		226,253
Cracker Barrel Old Country Store, Inc.^	19,200		395,328
Dover Downs Gaming & Entertainment, Inc.^	10,199		32,433
Frisch’s Restaurants, Inc.	4,870		91,800
Jack in the Box, Inc.*^	8,300		183,347
Landry’s Restaurants, Inc.	19,200		222,720
Speedway Motorsports, Inc.	25,230		406,454
			1,759,233
Household Durables (1.9%)
Cavco Industries, Inc.*^	4,700		126,383
CSS Industries, Inc.	5,671		100,604
Ethan Allen Interiors, Inc.^	17,436		250,555
Flexsteel Industries, Inc.	9,663		64,645
M.D.C. Holdings, Inc.^	153,300		4,644,990
National Presto Industries, Inc.	6,020		463,540
Newell Rubbermaid, Inc.	176,500		1,726,170
Sekisui House Ltd. (ADR)	354,100		3,130,244
Toll Brothers, Inc.*^	103,400		2,215,862
Tupperware Brands Corp.	5,610		127,347
			12,850,340
Internet & Catalog Retail (0.1%)
Netflix, Inc.*^	25,100		750,239
Leisure Equipment & Products (0.4%)
Hasbro, Inc.	48,890		1,426,122
JAKKS Pacific, Inc.*^	44,810		924,430
			2,350,552
Media (1.2%)
Fisher Communications, Inc.	11,400		235,296
Harte-Hanks, Inc.	4,600		28,704
Interpublic Group of Cos., Inc.*	47,880		189,605
Scholastic Corp.	125,100		1,698,858
Viacom, Inc., Class B*	170,900		3,257,354
Virgin Media, Inc.^	472,200		2,356,278
			7,766,095
Multiline Retail (0.3%)
Big Lots, Inc.*^	138,440		2,005,996
Fred’s, Inc., Class A	2,419		26,028
			2,032,024
Specialty Retail (1.9%)
Aaron Rents, Inc.	2,670		71,076
American Eagle Outfitters, Inc.	223,100		2,088,216
Build-A-Bear Workshop, Inc.*	12,007		58,354

	Number of Shares	Value (Note 1)
Childrens Place Retail Stores, Inc.*^	37,700	$	817,336
Conn’s, Inc.*^	16,200		137,376
Finish Line, Inc., Class A	50,101		280,566
Jo-Ann Stores, Inc.*^	28,300		438,367
Office Depot, Inc.*	695,600		2,072,888
RadioShack Corp.	219,500		2,620,831
Rent-A-Center, Inc.*	123,499		2,179,757
REX Stores Corp.*^	15,520		125,246
Systemax, Inc.^	15,194		163,639
TJX Cos., Inc.	74,700		1,536,579
Zale Corp.*^	8,095		26,956
			12,617,187
Textiles, Apparel & Luxury Goods (0.8%)
LaCrosse Footwear, Inc.	2,572		32,099
Perry Ellis International, Inc.*^	5,120		32,461
Steven Madden Ltd.*	26,400		562,848
VF Corp.^	57,500		3,149,274
Warnaco Group, Inc.*	12,860		252,442
Wolverine World Wide, Inc.	52,680		1,108,387
			5,137,511
Total Consumer Discretionary			55,302,724
Consumer Staples (7.2%)
Food & Staples Retailing (1.0%)
Ingles Markets, Inc., Class A	3,800		66,842
Nash Finch Co.^	8,280		371,689
Pantry, Inc.*	24,380		522,951
Whole Foods Market, Inc.	509,600		4,810,624
Winn-Dixie Stores, Inc.*^	58,222		937,374
			6,709,480
Food Products (6.1%)
American Italian Pasta Co., Class A*	18,230		407,258
Cal-Maine Foods, Inc.^	3,200		91,840
Chaoda Modern Agriculture (Holdings) Ltd.	2,497,520		1,607,773
Chiquita Brands International, Inc.*	9,220		136,272
Corn Products International, Inc.	93,176		2,688,128
Cosan Ltd., Class A*^	38,000		131,480
Cresud SACIF y A (ADR)	283,400		2,536,430
Dean Foods Co.*	202,080		3,631,378
Diamond Foods, Inc.^	21,940		442,091
First Pacific Co.	4,128,000		1,440,371
Fresh Del Monte Produce, Inc.*^	55,100		1,235,342
JM Smucker Co.	64,671		2,804,135
Marfrig Frigorificos e Comercio de Alimentos S.A.*	234,600		767,442
Marine Harvest ASA*	6,321,000		964,801
Omega Protein Corp.*^	27,820		111,558
Overhill Farms, Inc.*	21,200		88,828
Perdigao S.A.*	65,700		855,360
Seneca Foods Corp., Class A*	2,710		56,666
Smithfield Foods, Inc.*^	603,900		8,496,873
Tyson Foods, Inc., Class A	1,170,600		10,254,455
Zapata Corp.*	5,500		33,165
			38,781,646
Household Products (0.0%)
Oil-Dri Corp. of America	9,725		182,344
Personal Products (0.1%)
Elizabeth Arden, Inc.*^	25,200		317,772
Inter Parfums, Inc.	3,510		26,957
Nutraceutical International Corp.*	2,610		20,071
Revlon, Inc., Class A*^	66,697		444,869

See Notes to Financial Statements.

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December 31, 2008

	Number of Shares	Value (Note 1)
Schiff Nutrition International, Inc.*	23,130	$	138,086
			947,755
Total Consumer Staples			46,621,225
Energy (8.0%)
Energy Equipment & Services (3.2%)
BJ Services Co.	437,300		5,103,291
Cie Generale de Geophysique- Veritas (ADR)*^	105,000		1,573,950
Complete Production Services, Inc.*	55,600		453,140
GulfMark Offshore, Inc.*	5,560		132,272
Helix Energy Solutions Group, Inc.*	78,062		565,169
Hornbeck Offshore Services, Inc.*	36,780		600,985
Lufkin Industries, Inc.	3,940		135,930
Oil States International, Inc.*^	44,900		839,181
Rowan Cos., Inc.^	70,099		1,114,574
SBM Offshore N.V	54,654		716,195
SEACOR Holdings, Inc.*^	37,290		2,485,379
Solar Cayman Ltd.*§†	141,300		1,563,767
Superior Energy Services, Inc.*^	44,653		711,322
Technip S.A. (ADR)	48,300		1,509,858
Tidewater, Inc.	62,700		2,524,929
Trico Marine Services, Inc.*^	24,200		108,174
Unit Corp.*	25,800		689,376
Willbros Group, Inc.*	23,910		202,518
			21,030,010
Oil, Gas & Consumable Fuels (4.8%)
Adams Resources & Energy, Inc.	1,940		32,980
Arch Coal, Inc.	180,800		2,945,232
ATP Oil & Gas Corp.*^	23,140		135,369
Barnwell Industries, Inc.	1,980		8,811
Callon Petroleum Co.*^	37,091		96,437
Cameco Corp.	198,600		3,425,850
Cimarex Energy Co.	1,571		42,071
Clayton Williams Energy, Inc.*	5,300		240,832
Consol Energy, Inc.	56,200		1,606,196
Delta Petroleum Corp.*	252,000		1,199,520
Mariner Energy, Inc.*	79,290		808,758
McMoRan Exploration Co.*	28,280		277,144
Newfield Exploration Co.*^	170,380		3,365,005
Nexen, Inc.	64,600		1,135,668
Noble Energy, Inc.	33,700		1,658,714
Overseas Shipholding Group, Inc.^	5,830		245,501
Peabody Energy Corp.	88,300		2,008,825
Pioneer Natural Resources Co.	85,900		1,389,862
Ship Finance International Ltd.^	5,390		59,560
St. Mary Land & Exploration Co.^	4,578		92,979
Stone Energy Corp.*	45,138		497,421
Swift Energy Co.*^	51,707		869,195
Tesoro Corp.	393,000		5,175,809
Uranium One, Inc.*	447,200		648,431
USEC, Inc.*	274,400		1,232,056
VAALCO Energy, Inc.*	10,477		77,949
W&T Offshore, Inc.	18,537		265,450
Warren Resources, Inc.*	618,800		1,231,412
Whiting Petroleum Corp.*	1,640		54,874
			30,827,911
Total Energy			51,857,921
Financials (17.5%)
Capital Markets (1.3%)
Affiliated Managers Group, Inc.*^	38,900		1,630,688
Ameriprise Financial, Inc.	118,700		2,772,832
Calamos Asset Management, Inc., Class A	12,770		94,498

	Number of Shares	Value (Note 1)
Invesco Ltd.	115,800	$	1,672,152
Penson Worldwide, Inc.*^	4,500		34,290
Sanders Morris Harris Group, Inc.	9,463		56,683
TD Ameritrade Holding Corp.*	165,400		2,356,950
			8,618,093
Commercial Banks (3.9%)
Alliance Financial Corp./New York	3,870		91,719
American River Bankshares/California	2,486		25,034
Banco Latinoamericano de Exportaciones S.A., Class E^	45,000		646,200
Bancorp Rhode Island, Inc.	1,860		39,432
Bancorpsouth, Inc.^	34,600		808,256
Bank of Hawaii Corp.	18,300		826,611
Bar Harbor Bankshares	1,369		35,252
BOK Financial Corp.^	7,100		286,840
Britton & Koontz Capital Corp.	1,752		20,586
C&F Financial Corp.	2,438		37,180
Capital Bank Corp.	1,510		9,271
Cascade Financial Corp.	7,296		39,544
Center Financial Corp.	20,196		124,609
Centrue Financial Corp.	6,043		37,285
Century Bancorp, Inc./Massachusetts, Class A	3,402		53,582
City National Corp./California^	6,200		301,940
Codorus Valley Bancorp, Inc.	3,267		25,483
Comerica, Inc.^	57,900		1,149,315
Commerce Bancshares, Inc./Missouri	30,240		1,329,048
Community Bank Shares of Indiana, Inc.	1,300		15,873
Community Capital Corp.	4,552		33,002
Cullen/Frost Bankers, Inc.	19,600		993,328
ECB Bancorp, Inc.	1,220		19,532
First Bancorp, Inc./Maine^	3,450		68,621
First Bancorp/Puerto Rico^	41,977		467,624
First Citizens Banc Corp.	1,900		11,476
First Citizens BancShares, Inc./North Carolina, Class A	9,300		1,421,040
First M&F Corp.	12,900		103,845
First Merchants Corp.	2,315		51,416
First United Corp.	9,072		122,291
Firstbank Corp./Michigan	4,490		37,716
FirstMerit Corp.^	26,400		543,576
FNB United Corp.	16,289		51,147
Glacier Bancorp, Inc.^	29,390		558,998
Hawthorn Bancshares, Inc.	5,600		96,544
Horizon Bancorp/Indiana	4,550		56,875
Huntington Bancshares, Inc./Ohio^	270,319		2,070,644
ICICI Bank Ltd. (ADR)	126,500		2,435,124
Intervest Bancshares Corp., Class A	11,500		45,885
Landmark Bancorp, Inc.	3,353		58,678
M&T Bank Corp.^	29,300		1,682,113
MetroCorp Bancshares, Inc.	1,900		14,155
National Bankshares, Inc./Virginia	4,050		78,692
NB&T Financial Group, Inc.	1,185		17,159
Northrim BanCorp, Inc.	7,769		79,710
Old Point Financial Corp.	1,348		25,787
Old Second Bancorp, Inc.^	507		5,881
Oriental Financial Group, Inc.	40,800		246,840
Peoples Bancorp of North Carolina, Inc.	7,308		67,087
Popular, Inc.^	381,300		1,967,508
Premier Financial Bancorp, Inc.	6,787		50,563
Princeton National Bancorp, Inc.	3,096		71,146
Prosperity Bancshares, Inc.^	19,400		574,046

See Notes to Financial Statements.

127

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December 31, 2008

	Number of Shares	Value (Note 1)
Signature Bank/New York*	2,600	$	74,594
Southwest Bancorp, Inc./Oklahoma^	19,670		254,923
Sumitomo Trust & Banking Co., Ltd. (ADR)	439,500		2,601,839
SVB Financial Group*^	12,000		314,760
Tamalpais Bancorp.	2,700		22,869
TCF Financial Corp.	37,900		517,714
UMB Financial Corp.^	6,800		334,152
United Bancorp, Inc./Ohio	6,080		60,800
United Bancshares, Inc./Ohio	2,649		24,742
Valley National Bancorp^	61,882		1,253,111
Westamerica Bancorp.	6,300		322,245
Wilmington Trust Corp.^	12,080		268,659
			26,081,517
Consumer Finance (0.1%)
Dollar Financial Corp.*^	27,040		278,511
QC Holdings, Inc.	7,806		29,585
White River Capital, Inc.*	4,950		32,423
			340,519
Diversified Financial Services (1.1%)
California First National Bancorp.	2,716		17,953
CIT Group, Inc.^	335,100		1,521,354
Encore Capital Group, Inc.*^	20,826		149,947
Interactive Brokers Group, Inc., Class A*	50,285		899,599
PHH Corp.*^	359,424		4,575,467
			7,164,320
Insurance (7.2%)
21st Century Holding Co.	6,950		32,179
Allied World Assurance Co. Holdings Ltd./Bermuda	28,740		1,166,844
American Financial Group, Inc./Ohio	120,620		2,759,786
American Physicians Service Group, Inc.	10,140		218,111
American Safety Insurance Holdings Ltd.*^	12,960		171,202
Arch Capital Group Ltd.*	41,800		2,930,180
Aspen Insurance Holdings Ltd.	133,610		3,240,043
CNA Financial Corp.	74,900		1,231,356
Endurance Specialty Holdings Ltd.	69,600		2,124,888
Everest Reinsurance Group Ltd.	47,700		3,631,878
Fidelity National Financial, Inc., Class A	111,100		1,972,025
First American Corp.^	49,400		1,427,166
Hilltop Holdings, Inc.*^	10,642		103,653
IPC Holdings Ltd.	40,527		1,211,757
Max Capital Group Ltd.	7,905		139,919
Odyssey Reinsurance Holdings Corp.	7,100		367,851
PartnerReinsurance Ltd.	67,579		4,816,355
Platinum Underwriters Holdings Ltd.^	212,675		7,673,313
Presidential Life Corp.^	11,995		118,631
Reinsurance Group of America, Inc.	121,295		5,193,851
RenaissanceReinsurance Holdings Ltd.	46,610		2,403,212
Selective Insurance Group, Inc.	10,334		236,959
Unico American Corp.*	4,190		36,914
Universal Insurance Holdings, Inc.	17,202		41,973
Unum Group	219,300		4,078,980
			47,329,026
Real Estate Investment Trusts (REITs) (2.5%)
Annaly Capital Management, Inc. (REIT)^	289,400		4,592,778
BioMed Realty Trust, Inc. (REIT)^	91,856		1,076,552

	Number of Shares	Value (Note 1)
CBL & Associates Properties, Inc. (REIT)^	109,830	$	713,895
Cedar Shopping Centers, Inc. (REIT)	46,052		326,048
Entertainment Properties Trust (REIT)	6,220		185,356
Hospitality Properties Trust (REIT)^	134,856		2,005,309
HRPT Properties Trust (REIT)^	93,230		314,185
Kimco Realty Corp. (REIT)^	134,200		2,453,176
Medical Properties Trust, Inc. (REIT)^	111,908		706,139
Mission West Properties, Inc. (REIT)^	35,183		269,150
Monmouth Real Estate Investment Corp. (REIT), Class A^	5,351		37,457
National Retail Properties, Inc. (REIT)^	99,800		1,715,562
One Liberty Properties, Inc. (REIT)	18,100		159,280
Ramco-Gershenson Properties Trust (REIT)^	29,337		181,303
SL Green Realty Corp. (REIT)^	20,400		528,360
Sunstone Hotel Investors , Inc. (REIT)^	85,189		527,320
Transcontinental Realty Investors, Inc.*	11,310		132,893
Urstadt Biddle Properties, Inc. (REIT), Class A	2,590		41,259
			15,966,022
Real Estate Management & Development (0.0%)
Avatar Holdings, Inc.*^	2,529		67,069
Thrifts & Mortgage Finance (1.4%)
Astoria Financial Corp.	54,260		894,205
Beneficial Mutual Bancorp, Inc.*^	14,972		168,435
Berkshire Hills Bancorp, Inc.^	21,300		657,318
Citizens South Banking Corp.	8,570		51,334
ESB Financial Corp.	7,674		82,419
First Defiance Financial Corp.	13,100		101,263
First Federal Bancshares of Arkansas, Inc.	1,420		10,437
First Financial Holdings, Inc.^	6,082		123,100
First Niagara Financial Group, Inc.	24,500		396,165
First Place Financial Corp./Ohio^	30,308		116,080
Harleysville Savings Financial Corp.	3,030		40,814
HF Financial Corp.	7,656		98,150
Hingham Institution for Savings	900		22,572
Imperial Capital Bancorp, Inc.^	8,524		19,179
Indiana Community Bancorp.	3,237		38,844
MutualFirst Financial, Inc.^	6,405		43,234
New Hampshire Thrift Bancshares, Inc.	6,286		48,214
New York Community Bancorp, Inc.	114,000		1,363,439
OceanFirst Financial Corp.^	12,133		201,408
Ocwen Financial Corp.*^	63,200		580,176
Parkvale Financial Corp.	5,949		73,887
People’s United Financial, Inc.	108,653		1,937,282
Severn Bancorp, Inc./Maryland	11,592		49,498
Southern Missouri Bancorp, Inc.	2,002		22,202
Sovereign Bancorp, Inc.*^	437,900		1,304,942
Teche Holding Co.^	1,262		31,563
TF Financial Corp.	3,881		74,903
United Western Bancorp, Inc.	11,000		102,960
WSFS Financial Corp.^	11,520		552,845
WVS Financial Corp.	1,910		30,369
			9,237,237
Total Financials			114,803,803

See Notes to Financial Statements.

128

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Number of Shares	Value (Note 1)
Health Care (6.9%)
Biotechnology (0.6%)
Emergent Biosolutions, Inc.*^	11,700	$	305,487
Facet Biotech Corp.*	26,292		252,140
Maxygen, Inc.*^	24,700		220,324
PDL BioPharma, Inc.	131,460		812,423
Theravance, Inc.*^	191,500		2,372,685
			3,963,059
Health Care Equipment & Supplies (1.0%)
Allied Healthcare Products, Inc.*	2,710		7,886
Atrion Corp.^	440		42,724
Cantel Medical Corp.*	8,180		120,001
Cardiac Science Corp.*	4,182		31,365
CONMED Corp.*^	47,170		1,129,250
Invacare Corp.^	47,011		729,611
Kewaunee Scientific Corp.	3,700		33,337
Kinetic Concepts, Inc.*	20,000		383,600
National Dentex Corp.*	8,410		38,266
Span-America Medical Systems, Inc.	4,200		39,942
Teleflex, Inc.	4,100		205,410
West Pharmaceutical Services, Inc.^ .	94,300		3,561,710
Zoll Medical Corp.*	7,341		138,671
			6,461,773
Health Care Providers & Services (3.3%)
AMERIGROUP Corp.*	73,200		2,160,864
AmerisourceBergen Corp.	67,400		2,403,484
CIGNA Corp.	132,100		2,225,885
Dynacq Healthcare, Inc.*	5,168		21,499
Hanger Orthopedic Group, Inc.*	33,645		488,189
Health Net, Inc.*^	500,990		5,455,782
Humana, Inc.*	140,900		5,252,752
Laboratory Corp. of America Holdings*^	42,500		2,737,425
Omnicare, Inc.	1,050		29,148
RehabCare Group, Inc.*	27,820		421,751
			21,196,779
Life Sciences Tools & Services (0.4%)
Albany Molecular Research, Inc.*^ .	9,106		88,692
Bio-Rad Laboratories, Inc., Class A*	1,100		82,841
Cambrex Corp.*	11,964		55,274
Life Technologies Corp.*	94,400		2,200,464
PAREXEL International Corp.*^	8,512		82,652
PerkinElmer, Inc.^	15,640		217,552
			2,727,475
Pharmaceuticals (1.6%)
Caraco Pharmaceutical Laboratories Ltd.*	8,940		52,925
Endo Pharmaceuticals Holdings, Inc.*	62,000		1,604,560
Impax Laboratories, Inc.*^†	437,900		3,503,638
King Pharmaceuticals, Inc.*	361,440		3,838,493
Par Pharmaceutical Cos., Inc.*	10,040		134,636
ViroPharma, Inc.*	13,700		178,374
Watson Pharmaceuticals, Inc.*	42,660		1,133,476
			10,446,102
Total Health Care			44,795,188
Industrials (11.4%)
Aerospace & Defense (0.8%)
Alliant Techsystems, Inc.*^	51,700		4,433,792
Esterline Technologies Corp.*^	1,210		45,847
SIFCO Industries, Inc.*	1,595		9,490

	Number of Shares	Value (Note 1)
Teledyne Technologies, Inc.*	13,700	$	610,335
			5,099,464
Air Freight & Logistics (0.1%)
Pacer International, Inc.^	37,800		394,254
Park-Ohio Holdings Corp.*	14,422		88,984
			483,238
Airlines (1.8%)
Alaska Air Group, Inc.*^	25,000		731,250
Delta Air Lines, Inc.*	779,300		8,930,778
Hawaiian Holdings, Inc.*^	8,200		52,316
Republic Airways Holdings, Inc.*	66,600		710,622
SkyWest, Inc.^	88,700		1,649,820
			12,074,786
Building Products (0.4%)
Armstrong World Industries, Inc.	38,900		841,018
Griffon Corp.*	49,970		466,220
NCI Building Systems, Inc.*^	32,400		528,120
Universal Forest Products, Inc.^	30,100		809,991
			2,645,349
Commercial Services & Supplies (1.5%)
Comfort Systems USA, Inc.^	56,446		601,714
Copart, Inc.*^	44,000		1,196,360
Deluxe Corp.	86,780		1,298,229
Ecology and Environment, Inc., Class A	5,428		65,027
GeoEye, Inc.*^	10,200		196,146
Intersections, Inc.*	15,550		80,860
North American Galvanizing & Coatings, Inc.*	9,131		34,972
R.R. Donnelley & Sons Co.	122,700		1,666,266
Republic Services, Inc.	196,785		4,878,300
			10,017,874
Construction & Engineering (1.6%)
EMCOR Group, Inc.*	75,000		1,682,250
Granite Construction, Inc.^	55,400		2,433,722
MasTec, Inc.*^	7,910		91,598
Michael Baker Corp.*^	10,580		390,508
Perini Corp.*^	31,565		737,990
Shaw Group, Inc.*	139,500		2,855,565
Sterling Construction Co., Inc.*	1,500		27,810
URS Corp.*^	72,000		2,935,439
			11,154,882
Electrical Equipment (0.2%)
Acuity Brands, Inc.^	20,620		719,844
Preformed Line Products Co.^	2,742		126,242
SL Industries, Inc.*	7,300		64,240
Thomas & Betts Corp.*	3,790		91,036
			1,001,362
Industrial Conglomerates (0.2%)
Seaboard Corp.^	542		647,148
Standex International Corp.	25,200		499,968
United Capital Corp.*	1,113		20,190
			1,167,306
Machinery (2.8%)
AGCO Corp.*	137,000		3,231,830
Alamo Group, Inc.	126,000		1,883,700
Ampco-Pittsburgh Corp.	1,760		38,192
Dover Corp.	51,100		1,682,212
EnPro Industries, Inc.*^	26,000		560,040
Federal Signal Corp.	8,800		72,248
Force Protection, Inc.*	5,720		34,206
Hurco Cos., Inc.*^	11,281		135,372
K-Tron International, Inc.*	3,800		303,620
L.S. Starrett Co., Class A	9,720		156,492

See Notes to Financial Statements.

129

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Number of Shares	Value (Note 1)
Lydall, Inc.*	21,320	$	122,590
Manitowoc Co., Inc.	19,510		168,957
NACCO Industries, Inc., Class A	5,999		224,423
Navistar International Corp.*	76,802		1,642,027
Pentair, Inc.	115,400		2,731,518
Tata Motors Ltd. (ADR)	786,108		3,498,180
Timken Co.	98,700		1,937,481
Trinity Industries, Inc.^	2,800		44,128
Twin Disc, Inc.^	13,560		93,428
			18,560,644
Marine (0.1%)
Horizon Lines, Inc., Class A^	38,196		133,304
International Shipholding Corp.	10,400		263,432
TBS International Ltd., Class A*^	13,646		136,869
			533,605
Professional Services (0.6%)
CDI Corp.^	17,020		220,239
Franklin Covey Co.*	9,193		55,618
Heidrick & Struggles International, Inc.^	1,499		32,288
ICF International, Inc.*^	2,432		59,754
Kelly Services, Inc., Class A	36,510		474,995
Manpower, Inc.	22,660		770,213
MPS Group, Inc.*^	186,680		1,405,700
National Technical Systems, Inc.	6,385		23,944
On Assignment, Inc.*^	59,000		334,530
Volt Information Sciences, Inc.*^	10,404		75,221
VSE Corp.^	7,668		300,816
			3,753,318
Road & Rail (0.9%)
Con-way, Inc.^	75,800		2,016,280
Ryder System, Inc.	87,800		3,404,884
Saia, Inc.*	15,396		167,201
			5,588,365
Trading Companies & Distributors (0.4%)
Aircastle Ltd.^	37,850		180,923
Applied Industrial Technologies, Inc.	21,090		399,023
Beacon Roofing Supply, Inc.*	38,800		538,544
DXP Enterprises, Inc.*	1,900		27,759
H&E Equipment Services, Inc.*	15,790		121,741
Rush Enterprises, Inc., Class A*	99,600		853,571
Rush Enterprises, Inc., Class B*^	11,850		97,052
United Rentals, Inc.*	620		5,654
Willis Lease Finance Corp.*	11,591		107,449
			2,331,716
Total Industrials			74,411,909
Information Technology (8.9%)
Communications Equipment (1.0%)
Arris Group, Inc.*^	182,691		1,452,394
Avocent Corp.*	69,892		1,251,766
Black Box Corp.	32,000		835,840
Communications Systems, Inc.	13,200		102,960
Digi International, Inc.*	13,659		110,774
Emulex Corp.*	72,330		504,863
JDS Uniphase Corp.*^	220,800		805,920
Tekelec*	102,150		1,362,681
			6,427,198
Computers & Peripherals (0.4%)
Astro-Med, Inc.	5,850		35,510
Lexmark International, Inc., Class A*	3,800		102,220
NetApp, Inc.*	106,600		1,489,202
Seagate Technology	204,100		904,163

	Number of Shares	Value (Note 1)
Super Micro Computer, Inc.*	8,700	$	55,071
			2,586,166
Electronic Equipment, Instruments & Components (2.6%)
Arrow Electronics, Inc.*	291,291		5,487,922
Avnet, Inc.*	113,190		2,061,190
Coherent, Inc.*	3,366		72,234
CTS Corp.^	45,600		251,256
Flextronics International Ltd.*	592,900		1,517,824
Ingram Micro, Inc., Class A*	163,000		2,182,570
Insight Enterprises, Inc.*^	77,300		533,370
Kingboard Laminates Holdings Ltd.	4,884,500		1,145,873
LeCroy Corp.*^	15,440		47,092
Measurement Specialties, Inc.*^	28,799		200,153
O.I. Corp.	4,500		44,910
Spectrum Control, Inc.*	17,470		107,266
SYNNEX Corp.*^	5,110		57,896
Tech Data Corp.*	147,400		2,629,616
TESSCO Technologies, Inc.*	6,635		57,791
Vicon Industries, Inc.*	5,520		30,802
			16,427,765
Internet Software & Services (0.3%)
EarthLink, Inc.*	206,900		1,398,644
Internet Gold-Golden Lines Ltd.*^	14,645		32,219
United Online, Inc.^	118,281		717,966
			2,148,829
IT Services (1.9%)
CACI International, Inc., Class A*^ .	106,000		4,779,539
CIBER, Inc.*	104,680		503,511
Computer Task Group, Inc.*	19,850		63,917
Convergys Corp.*	109,480		701,767
CSG Systems International, Inc.*^	29,100		508,377
Hewitt Associates, Inc., Class A*	107,041		3,037,824
infoGROUP, Inc.	28,375		134,498
MAXIMUS, Inc.^	30,790		1,081,037
Ness Technologies, Inc.*^	56,553		242,047
Perot Systems Corp., Class A*	87,734		1,199,324
TechTeam Global, Inc.*	13,064		76,424
Wright Express Corp.*	3,800		47,880
			12,376,145
Semiconductors & Semiconductor Equipment (1.6%)
Actel Corp.*	9,290		108,879
Amkor Technology, Inc.*	10,943		23,856
Axcelis Technologies, Inc.*	1,530,609		780,611
Cirrus Logic, Inc.*^	38,400		102,912
Cypress Semiconductor Corp.*^	124,992		558,714
Fairchild Semiconductor International, Inc.*	9,900		48,411
FEI Co.*^	25,283		476,837
Integrated Device Technology, Inc.* .	214,800		1,205,028
IXYS Corp.^	18,290		151,075
MKS Instruments, Inc.*	34,791		514,559
Pericom Semiconductor Corp.*^	10,166		55,710
Skyworks Solutions, Inc.*^	163,940		908,228
Standard Microsystems Corp.*^	21,971		359,006
Teradyne, Inc.*	230,600		973,132
Varian Semiconductor Equipment Associates, Inc.*^	222,525		4,032,152
			10,299,110
Software (1.1%)
Dynamics Research Corp.*	8,150		65,200
JDA Software Group, Inc.*	31,979		419,884
McAfee, Inc.*^	126,400		4,369,649
Mentor Graphics Corp.*	88,149		455,730
Novell, Inc.*	70,474		274,144

See Notes to Financial Statements.

130

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Number of Shares	Value (Note 1)
Pervasive Software, Inc.*	12,900	$	54,567
SPSS, Inc.*^	15,647		421,843
SumTotal Systems, Inc.*	22,110		62,792
Sybase, Inc.*	37,200		921,444
Synopsys, Inc.*	12,343		228,592
Versant Corp.*	2,800		41,832
Wind River Systems, Inc.*^	12,520		113,056
			7,428,733
Total Information Technology			57,693,946
Materials (15.8%)
Chemicals (2.6%)
Agrium, Inc.	49,100		1,675,783
American Pacific Corp.*	10,440		84,042
Arch Chemicals, Inc.^	24,015		626,071
Celanese Corp., Class A	160,200		1,991,286
Ferro Corp.	8,230		58,022
FMC Corp.	105,300		4,710,068
GenTek, Inc.*	3,260		49,063
Innophos Holdings, Inc.	12,278		243,227
Innospec, Inc.	23,586		138,922
JSR Corp.	21,100		237,475
Minerals Technologies, Inc.	2,250		92,025
Mosaic Co.	44,200		1,529,320
NewMarket Corp.^	4,400		153,604
Olin Corp.^	119,883		2,167,484
OM Group, Inc.*^	29,606		624,983
Penford Corp.^	2,932		29,672
Rockwood Holdings, Inc.*	47,311		510,959
Stepan Co.	8,579		403,127
Terra Industries, Inc.	97,700		1,628,659
			16,953,792
Construction Materials (0.0%)
United States Lime & Minerals, Inc.*^	2,070		49,577
Containers & Packaging (1.7%)
AEP Industries, Inc.*	3,961		69,634
Bway Holding Co.*	2,960		23,562
Greif, Inc., Class A	72,100		2,410,303
Owens-Illinois, Inc.*	118,900		3,249,537
Pactiv Corp.*	129,600		3,224,448
Rock-Tenn Co., Class A^	60,400		2,064,472
UFP Technologies, Inc.*	7,913		41,860
			11,083,816
Metals & Mining (10.8%)
Alumina Ltd. (ADR)	419,300		1,794,604
Banro Corp.	1,903,400		1,998,570
Cliffs Natural Resources, Inc.	57,600		1,475,136
Compass Minerals International, Inc.^	18,000		1,055,880
Freeport-McMoRan Copper & Gold, Inc.	78,600		1,920,984
Friedman Industries, Inc.	7,090		47,361
Gammon Gold, Inc.*	273,100		1,493,857
Geovic Mining Corp.*	635,825		257,509
Gold Fields Ltd. (ADR)	1,103,068		10,953,465
Ivanhoe Mines Ltd.*	1,367,851		3,693,198
Kinross Gold Corp.	625,300		11,518,026
Lihir Gold Ltd. (ADR)*	794,700		17,427,771
Newmont Mining Corp.	276,200		11,241,340
Novagold Resources, Inc.*	426,800		635,932
Olympic Steel, Inc.^	6,600		134,442
Orezone Resources, Inc.*	5,845,902		2,689,115
Schnitzer Steel Industries, Inc., Class A^	17,835		671,488

	Number of Shares	Value (Note 1)
Silver Standard Resources, Inc.*	105,500	$	1,681,670
			70,690,348
Paper & Forest Products (0.7%)
Buckeye Technologies, Inc.*	64,346		234,219
Domtar Corp.*	2,026,500		3,384,255
Glatfelter^	7,830		72,819
KapStone Paper and Packaging Corp.*	10,721		25,516
Schweitzer-Mauduit International, Inc.	25,900		518,518
			4,235,327
Total Materials			103,012,860
Telecommunication Services (2.0%)
Diversified Telecommunication Services (1.5%)
CenturyTel, Inc.^	130,400		3,563,832
D&E Communications, Inc.	20,166		135,112
HickoryTech Corp.	17,124		93,155
Premiere Global Services, Inc.*	26,630		229,284
SureWest Communications^	9,108		104,013
TELUS Corp. (Non-Voting), Class A	199,000		5,655,581
			9,780,977
Wireless Telecommunication Services (0.5%)
Tim Participacoes S.A.
(Preference) (ADR)	136,400		1,703,636
USA Mobility, Inc.*	15,302		177,044
Vivo Participacoes S.A. (ADR)*	88,500		1,109,790
			2,990,470
Total Telecommunication Services			12,771,447
Utilities (6.7%)
Electric Utilities (3.8%)
Centrais Eletricas Brasileiras S.A. (Preference) (ADR), Class B	182,100		1,943,007
El Paso Electric Co.*	1,360		24,602
IDACORP, Inc.	17,260		508,307
Northeast Utilities	209,800		5,047,788
NV Energy, Inc.	563,800		5,575,981
Pepco Holdings, Inc.	181,100		3,216,336
Pinnacle West Capital Corp.^	121,500		3,903,795
Portland General Electric Co.	102,566		1,996,960
UIL Holdings Corp.^	13,610		408,708
Unisource Energy Corp.	60,110		1,764,830
			24,390,314
Gas Utilities (1.0%)
AGL Resources, Inc.	27,320		856,482
Delta Natural Gas Co., Inc.	1,578		38,267
Energy West, Inc.	5,726		47,297
New Jersey Resources Corp.	2,460		96,801
RGC Resources, Inc.	1,390		35,445
Southwest Gas Corp.^	60,170		1,517,487
UGI Corp.	168,900		4,124,538
			6,716,317
Independent Power Producers & Energy Traders (0.0%)
Reliant Energy, Inc.*	13,000		75,140
Multi-Utilities (1.9%)
Alliant Energy Corp.^	123,960		3,617,153
Black Hills Corp.^	3,000		80,880
CMS Energy Corp.^	50,000		505,500
MDU Resources Group, Inc.	71,550		1,544,049
NorthWestern Corp.	12,210		286,569
TECO Energy, Inc.^	130,900		1,616,615

See Notes to Financial Statements.

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December 31, 2008

	Number of Shares		Value (Note 1)
Wisconsin Energy Corp.^		112,100	$	4,705,958
				12,356,724
Water Utilities (0.0%)
Artesian Resources Corp., Class A		3,317		52,475
Total Utilities				43,590,970
Total Common Stocks (92.9%) (Cost $737,296,988)				604,861,993
	Principal Amount		Value (Note 1)
LONG-TERM DEBT SECURITIES:
Convertible Bonds (4.9%)
Consumer Discretionary (0.3%)
Media (0.3%)
Interpublic Group of Cos., Inc.
4.250%, 3/15/23	$	3,080,000		1,998,150
Total Consumer Discretionary				1,998,150
Energy (0.9%)
Oil, Gas & Consumable Fuels (0.9%)
Delta Petroleum Corp.
3.750%, 5/1/37		527,000		225,293
Nabors Industries, Inc.
0.940%, 5/15/11		2,200,000		1,812,250
USEC, Inc.
3.000%, 10/1/14		8,694,000		3,662,347
Total Energy				5,699,890
Health Care (0.7%)
Health Care Providers & Services (0.7%)
Omnicare, Inc.
3.250%, 12/15/35		8,500,000		4,770,625
Total Health Care				4,770,625
Industrials (1.5%)
Airlines (0.3%)
JetBlue Airways Corp.
3.750%, 3/15/35		2,500,000		1,925,000
Building Products (0.3%)
Griffon Corp.
4.000%, 7/18/23		2,200,000		1,916,750
Machinery (0.9% )
Albany International Corp.
2.250%, 3/15/26(e)		6,737,000		3,747,456
Trinity Industries, Inc.
3.875%, 6/1/36		3,600,000		1,638,000
				5,385,456
Total Industrials				9,227,206
Information Technology (0.4%)
Electronic Equipment, Instruments & Components (0.3%)
Tech Data Corp.
2.750%, 12/15/26		2,909,000		2,123,570
Semiconductors & Semiconductor Equipment (0.1%)
Qimonda Finance LLC
6.750%, 3/22/13		5,000,000		618,750
Total Information Technology				2,742,320

	Principal Amount		Value (Note 1)
Materials (0.7%)
Metals & Mining (0.7%)
Coeur d’Alene Mines Corp.
1.250%, 1/15/24	$	15,757,000	$	4,648,315
Total Materials				4,648,315
Telecommunication Services (0.4%)
Wireless Telecommunication Services (0.4%)
NII Holdings, Inc.
3.125%, 6/15/12		4,700,000		2,849,375
Total Telecommunication Services				2,849,375
Total Convertible Bonds				31,935,881
Total Long-Term Debt Securities (4.9%) (Cost $31,792,400)				31,935,881
	Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENTS:
Short-Term Investments of Cash Collateral for Securities Loaned (14.1%)
Banco de Sabadell S.A.
3.87%, 4/23/09 (l)	$	3,470,000		3,453,403
BBVA Senior Finance S.A.
2.15%, 3/12/10 (l)		2,540,000		2,484,979
Citigroup Funding, Inc.
0.36%, 3/16/09 (l)		3,470,000		3,448,652
Comerica Bank
1.06%, 3/16/09 (l)		1,149,983		1,121,110
Deutsche Bank Securities, Inc., Repurchase Agreement
0.10%, 1/2/09 (r)(u)		39,137,033		39,137,033
General Electric Capital Corp.
0.40%, 3/12/10 (l)		460,000		439,105
Goldman Sachs Group, Inc.
0.41%, 3/27/09 (l)		3,240,000		3,223,421
Hartford Life, Inc.
1.62%, 2/2/09 (l)		920,000		920,000
K2 (USA) LLC
0.37%, 5/29/09 (l)		4,619,366		4,589,801
0.37%, 6/18/09 (l)		5,779,153		5,737,312
Lehman Brothers Holdings, Inc.
0.00%, 8/21/09 (h)(s)		2,889,986		260,102
Links Finance LLC
0.37%, 6/25/09 (l)		1,729,786		1,714,349
MBIA Global Funding LLC
0.37%, 3/30/09 (l)		2,890,000		2,845,295
Monumental Global Funding II
0.43%, 5/26/10 (l)		5,430,000		4,669,799
Morgan Stanley
2.87%, 2/9/09 (l)		9,001,583		9,001,583
0.19%, 5/7/09 (l)		5,780,000		5,682,648
Pricoa Global Funding I
0.40%, 6/25/10 (l)		3,469,481		3,068,555
Total Short-Term Investments of Cash Collateral for Securities Loaned				91,797,147
Time Deposit (2.7%)
JP Morgan Chase Nassau
0.001%, 1/2/09		17,687,183		17,687,183
Total Short-Term Investments (16.8%) (Cost/Amortized Cost $113,663,554)				109,484,330

See Notes to Financial Statements.

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December 31, 2008

	Principal Amount	Value (Note 1)
Total Investments (114.6%) (Cost/Amortized Cost $882,752,942)		$	746,282,204
Other Assets Less Liabilities (-14.6%)			(95,274,319 )
Net Assets (100%)		$	651,007,885

* Non-income producing.

^ All, or a portion of security out on loan (See Note 1).

† Securities (totaling $5,067,405 or 0.8% of net assets) at fair value.

§ Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold to qualified institutional buyers. At December 31, 2008, the market value of these securities amounted to $1,563,767 or 0.2% of net assets. Securities denoted with “§” but without “b” have been determined to be liquid under the guidelines established by the Board of Trustees. To the extent any securities might provide a right to demand registration, such rights have not been relied upon when determining liquidity.

(e) Step Bond - Coupon rate increases in increments to maturity. Rate disclosed is as of December 31, 2008. Maturity date disclosed is the ultimate maturity date.

(h) Security in default.

(l) Floating Rate Security. Rate disclosed is as of December 31, 2008.

(r) The repurchase agreements are fully collateralized by U.S. government and/or agency obligations based on market prices at the date of this portfolio of investments.

(s) Issuer in bankruptcy.

(u) Represents the Portfolio’s undivided interest in a joint repurchase agreement. The repurchase agreement was fully collateralized by U.S. government agency securities at the date of this Portfolio of Investments as follows: Federal Home Loan Mortgage Corp., 0.000% - 7.500%, maturing 3/15/23 – 6/15/38; Federal National Mortgage Association, 0.000% - 7.000%, maturing 5/25/09 – 10/1/38; Government National Mortgage Association, 0.000% - 7.390%, maturing 10/16/27 – 11/16/44.

Glossary:

ADR—     American Depositary Receipt

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1- Quoted prices in active markets for identical securities

•  Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description		Quoted Prices in   Active Markets for   Identical   Securities   (Level 1)		Significant Other   Observable Inputs   (Level 2)		Significant   Unobservable   Inputs   (Level 3)		Total
Assets
Investments in Securities	$	592,059,298	$	149,155,501	$	5,067,405	$	746,282,204
Other Investments*	$	—		—		—		—
Total	$	592,059,298	$	149,155,501	$	5,067,405	$	746,282,204
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*	$	—		—		—		—
Total	$	—	$	—	$	—	$	—

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments in Securities		Other Investments*
Balance as of 12/31/07	$	1,801,575	$	—
Total gains or losses (realized/unrealized) included in earnings		(237,808)		—
Purchases, sales, issuances, and settlements (net)		—		—
Transfers in and/or out of Level 3		3,503,638		—
Balance as of 12/31/08	$	5,067,405	$	—
The amount of total gains or losses for the year included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held at year ending 12/31/08.	$	(1,549,101)	$	—

* Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:

Stocks and long-term corporate debt securities	$	689,923,570
Net Proceeds of Sales and Redemptions:
Stocks and long-term corporate debt securities	$	727,114,566

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	46,787,830
Aggregate gross unrealized depreciation		(193,499,718)
Net unrealized depreciation	$	(146,711,888)
Federal income tax cost of investments	$	892,994,092

At December 31, 2008, the Portfolio had loaned securities with a total value of $96,469,912. This was secured by collateral of $95,976,370 which was received as cash and subsequently invested in short-term investments currently valued at $91,797,147, as reported in the portfolio of investments. Additionally, uninvested cash received as collateral on loaned securities was held in an interest bearing account in the amount of $143, which the Portfolio cannot repledge and accordingly are not reflected in the Portfolio’s assets and liabilities.

For the year ended December 31, 2008, the Portfolio incurred approximately $82 as brokerage commissions with BNP Paribas S.A., $2,882 as brokerage commissions with Sanford C. Bernstein & Co., Inc. and $6,795 as brokerage commissions with Williams Capital Group, affiliated broker/dealers.

The Portfolio has a net capital loss carryforward of $87,489,302 which expires in the year 2016.

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS

December 31, 2008

	Number of Shares	Value (Note 1)
COMMON STOCKS:
Consumer Discretionary (14.7%)
Distributors (0.2%)
LKQ Corp.*	97,100	$	1,132,186
Diversified Consumer Services (2.0%)
American Public Education, Inc.*	102,610		3,816,065
Capella Education Co.*	40,500		2,379,780
Corinthian Colleges, Inc.*	36,100		590,957
Grand Canyon Education, Inc.*	32,783		615,665
K12, Inc.*^	174,350		3,269,063
New Oriental Education & Technology Group (ADR)*^	18,590		1,020,777
			11,692,307
Hotels, Restaurants & Leisure (5.9%)
Bally Technologies, Inc.*^	331,645		7,969,429
BJ’s Restaurants, Inc.*^	341,845		3,681,671
Burger King Holdings, Inc.	152,900		3,651,252
Great Wolf Resorts, Inc.*^	498,665		767,944
Panera Bread Co., Class A*^	22,500		1,175,400
Pinnacle Entertainment, Inc.*	44,898		344,817
Red Robin Gourmet Burgers, Inc.*^	28,755		483,947
Shuffle Master, Inc.*^	993,344		4,926,986
Texas Roadhouse, Inc., Class A*^	49,000		379,750
WMS Industries, Inc.*^	364,072		9,793,536
			33,174,732
Household Durables (1.0%)
Universal Electronics, Inc.*^	362,136		5,873,846
Internet & Catalog Retail (1.1%)
Orbitz Worldwide, Inc.*^	281,722		1,093,081
priceline.com, Inc.*^	50,300		3,704,596
Shutterfly, Inc.*^	235,495		1,646,110
U.S. Auto Parts Network, Inc.*^	67,590		93,950
			6,537,737
Leisure Equipment & Products (0.3%)
Polaris Industries, Inc.^	59,400		1,701,810
Media (2.3%)
Cinemark Holdings, Inc.	140,886		1,046,783
Entravision Communications Corp., Class A*	553,105		862,844
John Wiley & Sons, Inc., Class A^	120,730		4,295,574
Lions Gate Entertainment Corp.*^	504,920		2,777,060
Live Nation, Inc.*^	285,654		1,639,654
LodgeNet Interactive Corp.*^	99,709		69,796
National CineMedia, Inc.^	252,730		2,562,682
			13,254,393
Specialty Retail (1.7%)
Buckle, Inc.^	16,800		366,576
Genesco, Inc.*	415,349		7,027,705
hhgregg, Inc.*^	157,800		1,369,704
Tractor Supply Co.*^	23,100		834,834
			9,598,819
Textiles, Apparel & Luxury Goods (0.2%)
Deckers Outdoor Corp.*^	2,000		159,740
True Religion Apparel, Inc.*	59,300		737,692
Warnaco Group, Inc.*	25,200		494,676
			1,392,108
Total Consumer Discretionary			84,357,938

	Number of Shares	Value (Note 1)
Consumer Staples (0.7%)
Food Products (0.1%)
TreeHouse Foods, Inc.*	30,400	$	828,096
Personal Products (0.6%)
Herbalife Ltd.	135,685		2,941,651
Total Consumer Staples			3,769,747
Energy (5.0%)
Energy Equipment & Services (2.2%)
Core Laboratories N.V.^	50,300		3,010,958
IHS, Inc., Class A*^	35,159		1,315,650
Lufkin Industries, Inc.^	167,208		5,768,676
OYO Geospace Corp.*^	158,260		2,764,802
			12,860,086
Oil, Gas & Consumable Fuels (2.8%)
Arena Resources, Inc.*	120,800		3,393,272
Brigham Exploration Co.*^	170,900		546,880
Carrizo Oil & Gas, Inc.*	18,450		297,045
CNX Gas Corp.*^	21,700		592,410
Concho Resources, Inc.*^	83,300		1,900,906
Denbury Resources, Inc.*	198,990		2,172,971
Goodrich Petroleum Corp.*	66,900		2,003,655
McMoRan Exploration Co.*	199,150		1,951,670
Penn Virginia Corp.	11,500		298,770
Petroleum Development Corp.*	77,117		1,856,206
Venoco, Inc.*	82,200		222,762
Whiting Petroleum Corp.*	26,600		890,036
			16,126,583
Total Energy			28,986,669
Financials (4.9%)
Capital Markets (1.2%)
Evercore Partners, Inc., Class A^	98,570		1,231,139
GFI Group, Inc.^	251,100		888,894
Investment Technology Group, Inc.*^	147,095		3,341,999
Riskmetrics Group, Inc.*^	101,410		1,509,995
			6,972,027
Commercial Banks (0.8%)
First Commonwealth Financial Corp.^	325,995		4,035,818
Signature Bank/New York*	13,665		392,049
			4,427,867
Consumer Finance (1.2%)
Cash America International, Inc.	202,060		5,526,341
Dollar Financial Corp.*^	120,800		1,244,240
			6,770,581
Diversified Financial Services (0.4%)
MSCI, Inc., Class A*	121,300		2,154,288
Insurance (1.2%)
First Mercury Financial Corp.*	92,400		1,317,624
HCC Insurance Holdings, Inc.	34,300		917,525
Navigators Group, Inc.*	24,741		1,358,528
ProAssurance Corp.*^	11,800		622,804
Tower Group, Inc.^	114,828		3,239,298
			7,455,779
Real Estate Management & Development (0.1%)
CB Richard Ellis Group, Inc., Class A*	161,600		698,112
Total Financials			28,478,654

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Number of Shares	Value (Note 1)
Health Care (23.9%)
Biotechnology (3.8%)
Alexion Pharmaceuticals, Inc.*	101,800	$	3,684,142
BioMarin Pharmaceutical, Inc.*^	187,275		3,333,495
Celera Corp.*	145,923		1,624,123
Cubist Pharmaceuticals, Inc.*^	172,330		4,163,493
Emergent Biosolutions, Inc.*	25,500		665,805
Martek Biosciences Corp.*^	66,900		2,027,739
Myriad Genetics, Inc.*^	38,776		2,569,298
Onyx Pharmaceuticals, Inc.*	40,440		1,381,430
Senomyx, Inc.*^	217,093		605,689
United Therapeutics Corp.*^	29,700		1,857,735
			21,912,949
Health Care Equipment & Supplies (10.3%)
Abiomed, Inc.*	55,200		906,384
Align Technology, Inc.*^	113,200		990,500
American Medical Systems Holdings, Inc.*	630,895		5,671,745
CONMED Corp.*^	80,000		1,915,200
CryoLife, Inc.*^	97,831		949,939
Cutera, Inc.*	319,805		2,836,670
ev3, Inc.*^	227,700		1,388,970
Greatbatch, Inc.*^	74,400		1,968,624
Haemonetics Corp.*	12,100		683,650
Hansen Medical, Inc.*^	66,125		477,423
Inverness Medical Innovations, Inc.*^	72,615		1,373,150
Masimo Corp.*^	95,700		2,854,731
Natus Medical, Inc.*^	37,800		489,510
NuVasive, Inc.*^	87,330		3,025,985
Quidel Corp.*	33,800		441,766
ResMed, Inc.*^	86,595		3,245,581
SenoRx, Inc.*	139,013		325,290
Sirona Dental Systems, Inc.*^	154,386		1,621,053
SonoSite, Inc.*	107,837		2,057,530
Spectranetics Corp.*^	332,146		866,901
STERIS Corp.	33,000		788,370
SurModics, Inc.*^	126,529		3,197,388
Symmetry Medical, Inc.*	173,480		1,382,636
Thoratec Corp.*^	435,975		14,164,827
Volcano Corp.*	201,202		3,018,030
West Pharmaceutical Services, Inc.^	27,400		1,034,898
Wright Medical Group, Inc.*^	95,900		1,959,237
			59,635,988
Health Care Providers & Services (4.6%)
Almost Family, Inc.*^	38,100		1,713,738
Amedisys, Inc.*^	71,845		2,970,072
CardioNet, Inc.*	131,610		3,244,187
Centene Corp.*^	320,260		6,312,324
Coventry Health Care, Inc.*	60,100		894,288
Genoptix, Inc.*	53,900		1,836,912
inVentiv Health, Inc.*^	144,828		1,671,315
Lincare Holdings, Inc.*^	164,850		4,439,411
MWI Veterinary Supply, Inc.*^	56,950		1,535,372
Omnicare, Inc.	64,200		1,782,192
			26,399,811
Health Care Technology (2.5%)
Eclipsys Corp.*^	708,515		10,053,828
MedAssets, Inc.*^	68,200		995,720
Phase Forward, Inc.*	70,881		887,430
Vital Images, Inc.*^	178,320		2,480,431
			14,417,409
Life Sciences Tools & Services (2.4%)
Bio-Rad Laboratories, Inc., Class A*	4,600		346,426
ICON plc (ADR)*	460,930		9,075,712

	Number of Shares	Value (Note 1)
Illumina, Inc.*^	55,400	$	1,443,170
PAREXEL International Corp.*	60,612		588,543
Sequenom, Inc.*^	38,500		763,840
Varian, Inc.*	44,285		1,483,990
			13,701,681
Pharmaceuticals (0.3%)
Noven Pharmaceuticals, Inc.*^	145,896		1,604,856
Total Health Care			137,672,694
Industrials (15.7%)
Aerospace & Defense (1.3%)
Aerovironment, Inc.*^	59,100		2,175,471
American Science & Engineering, Inc.^	11,500		850,540
Axsys Technologies, Inc.*	40,300		2,210,858
Esterline Technologies Corp.*^	43,000		1,629,270
Stanley, Inc.*	17,900		648,338
			7,514,477
Air Freight & Logistics (0.2%)
Hub Group, Inc., Class A*	49,800		1,321,194
Building Products (0.5%)
Ameron International Corp.^	45,080		2,836,434
Commercial Services & Supplies (5.2%)
Clean Harbors, Inc.*	24,800		1,573,312
Corrections Corp. of America*^	271,885		4,448,039
GEO Group, Inc.*^	304,745		5,494,552
Innerworkings, Inc.*^	265,440		1,738,632
Sykes Enterprises, Inc.*	283,961		5,429,334
Waste Connections, Inc.*^	335,575		10,594,102
			29,277,971
Construction & Engineering (1.1%)
Northwest Pipe Co.*^	153,011		6,519,799
Electrical Equipment (0.9%)
Acuity Brands, Inc.^	29,060		1,014,485
GrafTech International Ltd.*	90,200		750,464
Polypore International, Inc.*	131,896		997,134
Regal-Beloit Corp.	49,900		1,895,701
Woodward Governor Co.	14,520		334,250
			4,992,034
Machinery (1.3%)
Actuant Corp., Class A^	148,698		2,828,236
Badger Meter, Inc.^	22,300		647,146
Chart Industries, Inc.*	66,200		703,706
Gardner Denver, Inc.*	100,153		2,337,571
Middleby Corp.*^	26,700		728,109
			7,244,768
Professional Services (4.9%)
Advisory Board Co.*^	55,491		1,237,449
FTI Consulting, Inc.*^	196,908		8,797,850
Huron Consulting Group, Inc.*^	11,900		681,513
Monster Worldwide, Inc.*	299,305		3,618,597
Navigant Consulting, Inc.*^	72,851		1,156,145
On Assignment, Inc.*^	428,678		2,430,604
Resources Connection, Inc.*^	337,690		5,531,363
School Specialty, Inc.*^	158,592		3,032,279

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Number of Shares	Value (Note 1)
Watson Wyatt Worldwide, Inc., Class A^	38,722	$	1,851,686
			28,337,486
Road & Rail (0.2%)
Landstar System, Inc.	34,000		1,306,620
Transportation Infrastructure (0.1%)
Aegean Marine Petroleum Network, Inc.	48,600		824,256
Total Industrials			90,175,039
Information Technology (28.8%)
Communications Equipment (2.8%)
DG FastChannel, Inc.*	56,900		710,112
EMS Technologies, Inc.*	387,133		10,015,131
F5 Networks, Inc.*	47,500		1,085,850
Harmonic, Inc.*	321,500		1,803,615
Ixia*^	409,273		2,365,598
			15,980,306
Computers & Peripherals (2.3%)
Compellent Technologies, Inc.*	583,485		5,677,309
Data Domain, Inc.*^	86,200		1,620,560
Netezza Corp.*	493,110		3,274,250
Synaptics, Inc.*^	162,607		2,692,772
			13,264,891
Electronic Equipment, Instruments & Components (1.9%)
Coherent, Inc.*	305,509		6,556,223
Dolby Laboratories, Inc., Class A*	95,487		3,128,154
Universal Display Corp.*^	121,440		1,147,608
			10,831,985
Internet Software & Services (6.6%)
Bankrate, Inc.*^	109,835		4,173,730
comScore, Inc.*^	19,600		249,900
Equinix, Inc.*^	28,400		1,510,596
GSI Commerce, Inc.*^	447,775		4,710,593
Internet Capital Group, Inc.*^	214,970		1,171,587
Knot, Inc.*^	140,607		1,169,850
LoopNet, Inc.*	112,900		769,978
Marchex, Inc., Class B	307,326		1,791,711
MercadoLibre, Inc.*^	38,400		630,144
Omniture, Inc.*^	320,687		3,412,110
SkillSoft plc (ADR)*^	847,032		6,047,808
Sohu.com, Inc.*	22,800		1,079,352
VistaPrint Ltd.*^	441,656		8,219,218
Vocus, Inc.*	107,000		1,948,470
Websense, Inc.*	72,700		1,088,319
			37,973,366
IT Services (3.3%)
Cognizant Technology Solutions Corp., Class A*	15,200		274,512
Cybersource Corp.*^	146,200		1,752,938
Forrester Research, Inc.*^	75,100		2,118,571
Gartner, Inc.*^	154,882		2,761,546
Global Cash Access Holdings, Inc.*^	501,149		1,112,551
Information Services Group, Inc.*^	336,117		1,142,798
Lender Processing Services, Inc.	86,755		2,554,935
ManTech International Corp., Class A*^	16,800		910,392
Sapient Corp.*	272,800		1,211,232
TeleTech Holdings, Inc.*^	227,103		1,896,310

	Number of Shares	Value (Note 1)
Wright Express Corp.*^	246,640	$	3,107,663
			18,843,448
Semiconductors & Semiconductor Equipment (3.1%)
Advanced Energy Industries, Inc.*^	278,010		2,766,200
Intersil Corp., Class A	55,300		508,207
Microsemi Corp.*^	324,852		4,106,128
Monolithic Power Systems, Inc.*	220,300		2,777,983
PMC-Sierra, Inc.*	774,200		3,762,612
Power Integrations, Inc.^	104,195		2,071,397
Silicon Laboratories, Inc.*^	69,000		1,709,820
			17,702,347
Software (8.8%)
ANSYS, Inc.*	268,140		7,478,425
Blackboard, Inc.*	14,800		388,204
Concur Technologies, Inc.*^	132,800		4,358,496
EPIQ Systems, Inc.*^	58,500		977,535
FactSet Research Systems, Inc.^	130,045		5,753,191
Lawson Software, Inc.*^	413,827		1,961,540
Macrovision Solutions Corp.*^	328,602		4,156,815
Quality Systems, Inc.^	229,445		10,008,390
Shanda Interactive Entertainment Ltd. (ADR)*^	29,200		944,912
Solera Holdings, Inc.*	291,796		7,032,284
Synchronoss Technologies, Inc.*^	184,850		1,970,501
TIBCO Software, Inc.*	1,166,430		6,053,772
			51,084,065
Total Information Technology			165,680,408
Materials (3.0%)
Chemicals (2.4%)
Airgas, Inc.	18,000		701,820
Huntsman Corp.	1,053,740		3,624,866
Intrepid Potash, Inc.*^	227,000		4,714,789
Quaker Chemical Corp.^	116,011		1,908,381
Terra Industries, Inc.^	163,295		2,722,128
			13,671,984
Construction Materials (0.6%)
Texas Industries, Inc.^	100,575		3,469,838
Total Materials			17,141,822
Telecommunication Services (1.1%)
Diversified Telecommunication Services (0.6%)
Cbeyond, Inc.*^	184,125		2,942,317
PAETEC Holding Corp.*	598,640		862,042
			3,804,359
Wireless Telecommunication Services (0.5%)
NII Holdings, Inc.*	70,800		1,287,144
Syniverse Holdings, Inc.*	116,700		1,393,398
			2,680,542
Total Telecommunication Services			6,484,901
Total Common Stocks (97.8%) (Cost $728,196,693)			562,747,872
	Number of Shares	Value (Note 1)
INVESTMENT COMPANY:
Exchange Traded Fund (ETF) (1.5%)
iShares Russell 2000 Growth Index Fund (Cost $8,452,921)	171,390		8,716,895

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENTS:
Short-Term Investments of Cash Collateral for Securities Loaned (27.1%)
Banco de Sabadell S.A.
3.87%, 4/23/09 (l)	$	3,230,000	$	3,214,551
BBVA Senior Finance S.A.
2.15%, 3/12/10 (l)		2,370,000		2,318,661
Citigroup Funding, Inc.
0.36%, 3/16/09 (l)		3,230,000		3,210,129
Comerica Bank
1.06%, 3/16/09 (l)		1,079,984		1,052,869
Deutsche Bank Securities, Inc., Repurchase Agreement
0.10%, 1/2/09 (r)(u)		106,905,214		106,905,214
General Electric Capital Corp.
0.40%, 3/12/10 (l)		430,000		410,468
Goldman Sachs Group, Inc.
0.41%, 3/27/09 (l)		3,010,000		2,994,598
Hartford Life, Inc.
1.62%, 2/2/09 (l)		860,000		860,000
K2 (USA) LLC
0.37%, 5/29/09 (l)		4,309,408		4,281,828
0.37%, 6/18/09 (l)		5,389,210		5,350,192
Lehman Brothers Holdings, Inc.
0.00%, 8/21/09 (h)(s)		2,689,987		242,102
Links Finance LLC
0.37%, 6/25/09 (l)		1,619,799		1,605,344
MBIA Global Funding LLC
0.37%, 3/30/09 (l)		2,690,000		2,648,388
Monumental Global Funding II
0.43%, 5/26/10 (l)		5,060,000		4,351,600
Morgan Stanley
2.87%, 2/9/09 (l)		8,392,153		8,392,153
0.19%, 5/7/09 (l)		5,390,000		5,299,217
Pricoa Global Funding I
0.40%, 6/25/10 (l)		3,229,517		2,856,320
Total Short-Term Investments of Cash Collateral for Securities Loaned				155,993,634
Time Deposit (3.1%)
JP Morgan Chase Nassau
0.001%, 1/2/09		17,912,343		17,912,343
Total Short-Term Investments (30.2%) (Cost/Amortized Cost $177,797,615)				173,905,977
Total Investments (129.5%) (Cost/Amortized Cost $914,447,229)				745,370,744
Other Assets Less Liabilities (-29.5%)				(169,798,579	)
Net Assets (100%)			$	575,572,165

* Non-income producing.

^ All, or a portion of security out on loan (See Note 1).

(h) Security in default.

(l) Floating Rate Security. Rate disclosed is as of December 31, 2008.

(r) The repurchase agreements are fully collateralized by U.S. government and/or agency obligations based on market prices at the date of this portfolio of investments.

(s) Issuer in bankruptcy.

(u) Represents the Portfolio’s undivided interest in a joint repurchase agreement. The repurchase agreement was fully collateralized by U.S. government agency securities at the date of this Portfolio of Investments as follows: Federal Home Loan Mortgage Corp., 0.000% - 7.500%, maturing 3/15/23 – 6/15/38; Federal National Mortgage Association, 0.000% - 7.000%, maturing 5/25/09 – 10/1/38; Government National Mortgage Association, 0.000% - 7.390%, maturing 10/16/27 – 11/16/44.

Glossary:

ADR—    American Depositary Receipt

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1 - Quoted prices in active markets for identical securities

•  Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description	Quoted Prices in   Active Markets for   Identical   Securities   (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Investments in Securities	$	571,464,767	$	173,905,977	$	—	$	745,370,744
Other Investments*	$	—		—		—		—
Total	$	571,464,767	$	173,905,977	$	—	$	745,370,744
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*	$	—		—		—		—
Total	$	—	$	—	$	—	$	—

* Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:
Stocks and long-term corporate debt securities	$	1,054,032,960
Net Proceeds of Sales and Redemptions:
Stocks and long-term corporate debt securities	$	552,610,069
As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:
Aggregate gross unrealized appreciation	$	16,229,484
Aggregate gross unrealized depreciation		(205,368,509	)
Net unrealized depreciation	$	(189,139,025	)
Federal income tax cost of investments	$	934,509,769

At December 31, 2008, the Portfolio had loaned securities with a total value of $160,107,837. This was secured by collateral of $159,885,272 which was received as cash and subsequently invested in short-term investments currently valued at $155,993,634, as reported in the portfolio of investments.

For the year ended December 31, 2008 the Portfolio incurred approximately $7,676 as brokerage commissions with Raymond James & Associates, Inc., $5,575 as brokerage commissions with Sanford C. Bernstein & Co., Inc., and $28 as brokerage commissions with Williams Capital Group, affiliated broker/dealers.

The Portfolio has a net capital loss carryforward of $69,758,333 which expires in the year 2016.

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS

December 31, 2008

	Number of Shares	Value (Note 1)
COMMON STOCKS:
Consumer Discretionary (11.0%)
Auto Components (0.9%)
Amerigon, Inc.*	570,000	$	1,858,200
Autoliv, Inc.	111,000		2,382,060
Gentex Corp.^	232,700		2,054,741
Noble International Ltd.	800,000		352,000
			6,647,001
Automobiles (0.6%)
Monaco Coach Corp.^	391,000		199,410
Thor Industries, Inc.^	243,000		3,202,740
Winnebago Industries, Inc.^	234,700		1,415,241
			4,817,391
Diversified Consumer Services (0.5%)
Coinstar, Inc.*	108,900		2,124,639
Regis Corp.	125,000		1,816,250
			3,940,889
Hotels, Restaurants & Leisure (0.8%)
Choice Hotels International, Inc.	17,000		511,020
Gaylord Entertainment Co.*	167,200		1,812,448
International Speedway Corp., Class A	100,400		2,884,492
Texas Roadhouse, Inc., Class A*	146,900		1,138,475
			6,346,435
Household Durables (1.9%)
Bassett Furniture Industries, Inc.	19,600		65,660
Centex Corp.	35,000		372,400
D.R. Horton, Inc.	270,000		1,908,900
Ethan Allen Interiors, Inc.^	173,300		2,490,321
Hooker Furniture Corp.^	200,000		1,532,000
La-Z-Boy, Inc.^	300,000		651,000
Lennar Corp., Class A	41,400		358,938
M.D.C. Holdings, Inc.	119,500		3,620,850
M/I Homes, Inc.^	220,000		2,318,800
Russ Berrie & Co., Inc.*	29,694		88,191
Tempur-Pedic International, Inc.	148,600		1,053,574
			14,460,634
Leisure Equipment & Products (0.2%)
Brunswick Corp.^	210,000		884,100
Polaris Industries, Inc.	31,608		905,569
			1,789,669
Media (0.2%)
Entravision Communications Corp., Class A*	886,433		1,382,835
Multiline Retail (0.7%)
Fred’s, Inc., Class A^	258,700		2,783,612
Saks, Inc.*^	317,500		1,390,650
Tuesday Morning Corp.*^	519,399		846,620
			5,020,882
Specialty Retail (3.6%)
American Eagle Outfitters, Inc.	141,400		1,323,504
Brown Shoe Co., Inc.^	693,876		5,877,131
Childrens Place Retail Stores, Inc.*	55,200		1,196,736
Christopher & Banks Corp.^	520,000		2,912,000
Collective Brands, Inc.*	282,510		3,311,017
Conn’s, Inc.*	295,000		2,501,600
Group 1 Automotive, Inc.^	152,800		1,645,656
Gymboree Corp.*	45,900		1,197,531
Men’s Wearhouse, Inc.^	192,200		2,602,388
Pier 1 Imports, Inc.*^	275,000		101,750
Sonic Automotive, Inc., Class A	390,000		1,552,200
West Marine, Inc.*^	250,000		1,060,000

	Number of Shares	Value (Note 1)
Zale Corp.*^	245,000	$	815,850
			26,097,363
Textiles, Apparel & Luxury Goods (1.6%)
Iconix Brand Group, Inc.*^	559,700		5,473,866
Liz Claiborne, Inc.	98,500		256,100
Phillips-Van Heusen Corp.	100,000		2,013,000
Timberland Co., Class A*	80,000		924,000
True Religion Apparel, Inc.*	52,500		653,100
Warnaco Group, Inc.*	126,000		2,473,380
			11,793,446
Total Consumer Discretionary			82,296,545
Consumer Staples (2.4%)
Food & Staples Retailing (0.9%)
Casey’s General Stores, Inc.	155,000		3,529,350
Pantry, Inc.*^	172,104		3,691,631
			7,220,981
Food Products (0.6%)
Corn Products International, Inc.	97,100		2,801,335
Omega Protein Corp.*	400,000		1,604,000
			4,405,335
Personal Products (0.9%)
Bare Escentuals, Inc.*	127,700		667,871
Chattem, Inc.*	35,000		2,503,550
Prestige Brands Holdings, Inc.*	310,700		3,277,885
			6,449,306
Total Consumer Staples			18,075,622
Energy (6.0%)
Energy Equipment & Services (4.6%)
Atwood Oceanics, Inc.*	76,200		1,164,336
Boots & Coots International Control, Inc.*	2,050,000		2,419,000
Bristow Group, Inc.*^	113,000		3,027,270
CARBO Ceramics, Inc.^	8,500		302,005
Dril-Quip, Inc.*	31,250		640,937
Global Industries Ltd.*^	403,280		1,407,447
Helix Energy Solutions Group, Inc.*^	154,200		1,116,408
Hornbeck Offshore Services, Inc.*	160,000		2,614,400
ION Geophysical Corp.*	215,000		737,450
Key Energy Services, Inc.*	295,400		1,302,714
Matrix Service Co.*	389,800		2,989,766
Mitcham Industries, Inc.*	310,000		1,230,700
Oceaneering International, Inc.*	18,800		547,832
Oil States International, Inc.*	110,000		2,055,900
Parker Drilling Co.*	610,000		1,769,000
Rowan Cos., Inc.	130,600		2,076,540
Superior Energy Services, Inc.*	108,100		1,722,033
Tidewater, Inc.	119,500		4,812,265
Unit Corp.*	80,000		2,137,600
			34,073,603
Oil, Gas & Consumable Fuels (1.4%)
Arch Coal, Inc.	115,000		1,873,350
Denbury Resources, Inc.*	115,000		1,255,800
Forest Oil Corp.*^	99,900		1,647,351
General Maritime Corp.^	148,338		1,602,050
Overseas Shipholding Group, Inc.	55,500		2,337,106
Quest Resource Corp.*	600,000		264,000
Teekay Corp.^	85,800		1,685,970
TXCO Resources, Inc.*	105,380		157,016
			10,822,643
Total Energy			44,896,246

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Number of Shares	Value (Note 1)
Financials (22.6%)
Capital Markets (1.3%)
Jefferies Group, Inc.	67,600	$	950,456
Knight Capital Group, Inc., Class A*	210,802		3,404,453
Piper Jaffray Cos., Inc.*	29,500		1,172,920
Stifel Financial Corp.*^	68,271		3,130,225
Waddell & Reed Financial, Inc., Class A	62,400		964,704
			9,622,758
Commercial Banks (6.2%)
Bank of the Ozarks, Inc.	38,336		1,136,279
Cascade Bancorp	36,118		243,797
Cathay General Bancorp	196,927		4,677,017
Chemical Financial Corp.^	188,000		5,241,440
City National Corp./California	75,100		3,657,370
Colonial BancGroup, Inc.^	866,000		1,792,620
East West Bancorp, Inc.	415,000		6,627,549
First Midwest Bancorp, Inc./Illinois^	133,700		2,669,989
IBERIABANK Corp.	26,103		1,252,944
PacWest Bancorp	116,176		3,125,134
Peoples Bancorp, Inc./Ohio^	70,000		1,339,100
Prosperity Bancshares, Inc.	40,200		1,189,518
Signature Bank/New York*	65,040		1,865,998
South Financial Group, Inc.^	556,700		2,404,944
SVB Financial Group*^	122,300		3,207,929
UCBH Holdings, Inc.^	589,691		4,057,074
Webster Financial Corp.^	169,400		2,334,332
			46,823,034
Consumer Finance (1.5%)
Dollar Financial Corp.*^	274,250		2,824,775
EZCORP, Inc., Class A*	330,000		5,019,300
First Cash Financial Services, Inc.*	156,700		2,986,702
United PanAm Financial Corp.*	278,578		445,725
			11,276,502
Insurance (8.5%)
American National Insurance Co.	30,400		2,241,392
Arthur J. Gallagher & Co.	124,000		3,212,840
Aspen Insurance Holdings Ltd.	354,700		8,601,475
Castlepoint Holdings Ltd.	456,759		6,193,652
Delphi Financial Group, Inc., Class A^	184,400		3,400,336
Erie Indemnity Co., Class A	61,900		2,329,297
HCC Insurance Holdings, Inc.	179,400		4,798,950
IPC Holdings Ltd.	200,000		5,980,000
Max Capital Group Ltd.	292,700		5,180,791
Montpelier Reinsurance Holdings Ltd.^	300,000		5,037,000
Old Republic International Corp.^	574,000		6,842,080
Protective Life Corp.^	159,000		2,281,650
RLI Corp.^	55,000		3,363,800
StanCorp Financial Group, Inc.^	88,100		3,679,937
Syncora Holdings Ltd.*^	394,800		67,116
Zenith National Insurance Corp.	35,900		1,133,363
			64,343,679
Real Estate Investment Trusts (REITs) (2.5%)
Alexandria Real Estate Equities, Inc. (REIT)	12,800		772,352
Digital Realty Trust, Inc. (REIT)	41,400		1,359,990
Extra Space Storage, Inc. (REIT)^	280,800		2,897,856
Healthcare Realty Trust, Inc. (REIT)^	133,400		3,132,232
Home Properties, Inc. (REIT)^	48,300		1,960,980
Macerich Co. (REIT)	32,700		593,832
MFA Financial, Inc. (REIT)	717,300		4,224,897

	Number of Shares	Value (Note 1)
Tanger Factory Outlet Centers (REIT)	21,800	$	820,116
Washington Real Estate Investment Trust (REIT)^	95,100		2,691,330
			18,453,585
Thrifts & Mortgage Finance (2.6%)
Brookline Bancorp, Inc.^	315,100		3,355,815
Corus Bankshares, Inc.^	262,061		290,887
Dime Community Bancshares, Inc.	182,614		2,428,766
NewAlliance Bancshares, Inc.	344,200		4,533,114
TrustCo Bank Corp./New York^	570,000		5,420,700
WSFS Financial Corp.	77,949		3,740,773
			19,770,055
Total Financials			170,289,613
Health Care (5.8%)
Biotechnology (0.1%)
Cubist Pharmaceuticals, Inc.*	36,800		889,088
Health Care Equipment & Supplies (1.5%)
American Medical Systems Holdings, Inc.*	90,500		813,595
HealthTronics, Inc.*	955,000		2,148,750
STERIS Corp.	79,000		1,887,310
Symmetry Medical, Inc.*	169,700		1,352,509
Teleflex, Inc.	49,400		2,474,940
West Pharmaceutical Services, Inc.	70,000		2,643,900
			11,321,004
Health Care Providers & Services (2.7%)
Air Methods Corp.*	40,322		644,749
America Service Group, Inc.*‡	500,000		5,350,000
AMERIGROUP Corp.*	122,900		3,628,008
Emergency Medical Services Corp., Class A*	50,256		1,839,872
Five Star Quality Care, Inc.*^	777,568		1,189,679
inVentiv Health, Inc.*	134,200		1,548,668
Magellan Health Services, Inc.*	23,400		916,344
Pediatrix Medical Group, Inc.*	21,100		668,870
PSS World Medical, Inc.*	139,400		2,623,508
Skilled Healthcare Group, Inc., Class A*	127,300		1,074,412
			19,484,110
Life Sciences Tools & Services (1.5%)
eResearchTechnology, Inc.*	97,900		649,077
Kendle International, Inc.*	155,800		4,007,176
Nektar Therapeutics*^	578,500		3,216,460
Varian, Inc.*	108,500		3,635,835
			11,508,548
Total Health Care			43,202,750
Industrials (22.3%)
Aerospace & Defense (0.7%)
AAR Corp.*^	182,752		3,364,464
Stanley, Inc.*	60,700		2,198,554
			5,563,018
Air Freight & Logistics (1.0%)
Air Transport Services Group, Inc.*	1,254,620		225,832
Atlas Air Worldwide Holdings, Inc.*	114,972		2,172,971
UTi Worldwide, Inc.	367,220		5,265,934
			7,664,737
Airlines (1.2%)
Continental Airlines, Inc., Class B*^	217,100		3,920,826

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Number of Shares	Value (Note 1)
SkyWest, Inc.	267,500	$	4,975,499
			8,896,325
Building Products (3.1%)
American Woodmark Corp.^	132,300		2,411,829
Apogee Enterprises, Inc.^	563,000		5,832,680
Gibraltar Industries, Inc.^	370,000		4,417,800
Simpson Manufacturing Co., Inc.^	143,800		3,991,888
Trex Co., Inc.*	84,400		1,389,224
Universal Forest Products, Inc.^	205,000		5,516,550
			23,559,971
Commercial Services & Supplies (4.0%)
ABM Industries, Inc.	210,700		4,013,835
ATC Technology Corp.*	149,300		2,184,259
Brink’s Co.	123,700		3,325,056
Clean Harbors, Inc.*^	42,900		2,721,576
Knoll, Inc.	88,500		798,270
Mine Safety Appliances Co.^	264,400		6,321,805
Mobile Mini, Inc.*	243,500		3,511,270
Team, Inc.*	85,000		2,354,500
Viad Corp.	116,733		2,887,974
Waste Connections, Inc.*	56,548		1,785,220
			29,903,765
Construction & Engineering (1.8%)
Chicago Bridge & Iron Co. N.V. (N.Y. Shares)	145,000		1,457,250
Dycom Industries, Inc.*	169,249		1,391,227
EMCOR Group, Inc.*^	93,000		2,085,990
Furmanite Corp.*	185,000		997,150
Orion Marine Group, Inc.*	317,555		3,067,581
URS Corp.*^	101,900		4,154,463
			13,153,661
Electrical Equipment (1.7%)
A.O. Smith Corp.	50,000		1,476,000
Brady Corp., Class A^	180,000		4,311,000
Franklin Electric Co., Inc.	101,700		2,858,787
Powell Industries, Inc.*	29,000		841,580
Regal-Beloit Corp.	44,900		1,705,751
Roper Industries, Inc.	35,000		1,519,350
			12,712,468
Industrial Conglomerates (0.4%)
Carlisle Cos., Inc.^	160,000		3,312,000
Machinery (5.2%)
Altra Holdings, Inc.*	71,710		567,226
Astec Industries, Inc.*	29,200		914,836
Briggs & Stratton Corp.^	135,000		2,374,650
CIRCOR International, Inc.	50,100		1,377,750
CNH Global N.V.	30,000		468,000
Graco, Inc.^	151,700		3,599,841
Kennametal, Inc.	316,600		7,025,354
Lincoln Electric Holdings, Inc.^	70,700		3,600,751
Middleby Corp.*	38,300		1,044,441
Mueller Industries, Inc.	195,000		4,890,600
Nordson Corp.	87,000		2,809,230
RBC Bearings, Inc.*	44,150		895,362
Timken Co.	43,100		846,053
Trinity Industries, Inc.^	177,200		2,792,672
Wabash National Corp.^	440,000		1,980,000
Wabtec Corp.	5,500		218,625
Watts Water Technologies, Inc., Class A^	115,000		2,871,550
			38,276,941
Marine (0.5%)
Diana Shipping, Inc.	35,900		458,084

	Number of Shares	Value (Note 1)
Genco Shipping & Trading Ltd.	17,500	$	259,000
Kirby Corp.*	115,000		3,146,400
			3,863,484
Professional Services (0.5%)
Duff & Phelps Corp., Class A*	112,638		2,153,639
FTI Consulting, Inc.*	21,300		951,684
Watson Wyatt Worldwide, Inc., Class A	20,589		984,566
			4,089,889
Road & Rail (1.8%)
Genesee & Wyoming, Inc., Class A*^	220,000		6,710,000
Kansas City Southern*^	60,000		1,143,000
Saia, Inc.*	300,000		3,258,000
Vitran Corp., Inc.*	340,000		2,108,000
			13,219,000
Trading Companies & Distributors (0.4%)
Applied Industrial Technologies, Inc.^	70,000		1,324,400
Beacon Roofing Supply, Inc.*	57,600		799,488
Genesis Lease Ltd. (ADR)	118,100		334,223
Kaman Corp.	36,321		658,500
			3,116,611
Total Industrials			167,331,870
Information Technology (11.9%)
Communications Equipment (1.6%)
Avocent Corp.*	40,000		716,400
Blue Coat Systems, Inc.*	102,500		861,000
Brocade Communications Systems, Inc.*	267,100		747,880
CommScope, Inc.*	201,000		3,123,540
Comtech Telecommunications Corp.*^	53,916		2,470,431
Finisar Corp.*	2,025,825		769,814
Harmonic, Inc.*	298,900		1,676,829
Hughes Communications, Inc.*	79,400		1,265,636
Polycom, Inc.*	47,100		636,321
			12,267,851
Computers & Peripherals (0.1%)
Diebold, Inc.	35,000		983,150
Electronic Equipment, Instruments & Components (2.9%)
Benchmark Electronics, Inc.*^	380,000		4,852,600
CPI International, Inc.*	201,679		1,746,540
Itron, Inc.*^	46,700		2,976,658
Mettler-Toledo International, Inc.*^	52,000		3,504,800
Plexus Corp.*	169,100		2,866,245
Rofin-Sinar Technologies, Inc.*^	186,300		3,834,054
TTM Technologies, Inc.*^	394,829		2,057,059
			21,837,956
Internet Software & Services (0.7%)
Ariba, Inc.*	157,700		1,137,017
Equinix, Inc.*	39,500		2,101,005
United Online, Inc.	388,400		2,357,588
			5,595,610
IT Services (3.2%)
Broadridge Financial Solutions, Inc.	284,400		3,566,376
CACI International, Inc., Class A*^	102,300		4,612,707
Ness Technologies, Inc.*	354,500		1,517,260
NeuStar, Inc., Class A*^	146,000		2,792,980
SRA International, Inc., Class A*	276,000		4,760,999
TeleTech Holdings, Inc.*	366,323		3,058,797

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Number of Shares	Value (Note 1)
TNS, Inc.*	331,843	$	3,116,006
			23,425,125
Semiconductors & Semiconductor Equipment (2.3%)
ATMI, Inc.*	114,900		1,772,907
ChipMOS TECHNOLOGIES Bermuda Ltd.*	1,086,800		271,700
Cohu, Inc.^	246,300		2,992,545
Cymer, Inc.*^	69,400		1,520,554
FEI Co.*	51,200		965,632
Microsemi Corp.*	185,379		2,343,191
Monolithic Power Systems, Inc.*	235,900		2,974,699
Netlogic Microsystems, Inc.*	43,700		961,837
OmniVision Technologies, Inc.*	126,900		666,225
ON Semiconductor Corp.*	242,100		823,140
Skyworks Solutions, Inc.*	92,900		514,666
Teradyne, Inc.*	316,100		1,333,942
			17,141,038
Software (1.1%)
ANSYS, Inc.*	23,700		660,993
Informatica Corp.*	52,200		716,706
Lawson Software, Inc.*^	537,400		2,547,276
Macrovision Solutions Corp.*^	125,500		1,587,575
Mentor Graphics Corp.*	253,034		1,308,186
MicroStrategy, Inc., Class A*	33,300		1,236,429
			8,057,165
Total Information Technology			89,307,895
Materials (8.2%)
Chemicals (3.5% )
Airgas, Inc.^	106,900		4,168,031
Ashland, Inc.	45,600		479,256
Cabot Corp.^	119,400		1,826,820
Cytec Industries, Inc.^	122,800		2,605,816
H.B. Fuller Co.	180,000		2,899,800
Innospec, Inc.	271,500		1,599,135
Rockwood Holdings, Inc.*	283,900		3,066,120
RPM International, Inc.^	303,000		4,026,870
Westlake Chemical Corp.^	323,900		5,276,331
			25,948,179
Construction Materials (0.4%)
Eagle Materials, Inc.^	151,050		2,780,830
Headwaters, Inc.*	74,918		505,697
			3,286,527
Containers & Packaging (1.3%)
AptarGroup, Inc.^	91,000		3,206,840
Packaging Corp. of America^	213,700		2,876,402
Silgan Holdings, Inc.	79,200		3,786,552
			9,869,794
Metals & Mining (2.6%)
Commercial Metals Co.	225,000		2,670,750
Gerdau Ameristeel Corp.^	461,000		2,793,660
Haynes International, Inc.*^	90,922		2,238,500
Kaiser Aluminum Corp.	135,500		3,051,460
Reliance Steel & Aluminum Co.	156,000		3,110,640
Schnitzer Steel Industries, Inc., Class A	20,200		760,530
Steel Dynamics, Inc.	373,000		4,170,140
United States Steel Corp.	16,000		595,200
			19,390,880
Paper & Forest Products (0.4%)
Glatfelter	265,000		2,464,500

	Number of Shares		Value (Note 1)
Mercer International, Inc.*^		100,000	$	192,000
				2,656,500
Total Materials				61,151,880
Telecommunication Services (1.3%)
Diversified Telecommunication Services (0.5%)
Alaska Communications Systems Group, Inc.		230,900		2,165,842
NTELOS Holdings Corp.		64,534		1,591,408
				3,757,250
Wireless Telecommunication Services (0.8%)
SBA Communications Corp., Class A*		145,400		2,372,928
Syniverse Holdings, Inc.*		291,000		3,474,540
				5,847,468
Total Telecommunication Services				9,604,718
Utilities (5.1%)
Electric Utilities (1.8%)
Cleco Corp.		52,800		1,205,424
El Paso Electric Co.*		157,900		2,856,411
IDACORP, Inc.^		109,200		3,215,940
NV Energy, Inc.		496,000		4,905,440
Westar Energy, Inc.		46,900		961,919
				13,145,134
Gas Utilities (1.9%)
Atmos Energy Corp.		60,000		1,422,000
Energen Corp.^		60,000		1,759,800
Northwest Natural Gas Co.		26,500		1,172,095
South Jersey Industries, Inc.		158,100		6,300,285
UGI Corp.		146,400		3,575,088
				14,229,268
Multi-Utilities (1.4%)
Avista Corp.		157,300		3,048,474
CMS Energy Corp.^		491,300		4,967,043
Vectren Corp.		112,800		2,821,128
				10,836,645
Total Utilities				38,211,047
Total Common Stocks (96.6%) (Cost $1,091,126,947)				724,368,186
	Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENTS:
Short-Term Investments of Cash Collateral for Securities Loaned (10.2%)
Banco de Sabadell S.A.
3.87%, 4/23/09 (l)	$	1,690,000		1,681,917
BBVA Senior Finance S.A.
2.15%, 3/12/10 (l)		1,240,000		1,213,139
Citigroup Funding, Inc.
0.36%, 3/16/09 (l)		1,690,000		1,679,603
Comerica Bank
1.06%, 3/16/09 (l)		559,992		545,932
Deutsche Bank Securities, Inc., Repurchase Agreement
0.10%, 1/2/09 (r)(u)		50,258,024		50,258,024
General Electric Capital Corp.
0.40%, 3/12/10 (l)		230,000		219,552
Goldman Sachs Group, Inc.
0.41%, 3/27/09 (l)		1,580,000		1,571,915
Hartford Life, Inc.
1.62%, 2/2/09 (l)		450,000		450,000

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Principal Amount		Value (Note 1)
K2 (USA) LLC
0.37%, 5/29/09 (l)	$	2,259,690	$	2,245,228
0.37%, 6/18/09 (l)		2,819,587		2,799,173
Lehman Brothers Holdings, Inc.
0.00%, 8/21/09 (h)(s)		1,409,993		126,901
Links Finance LLC
0.37%, 6/25/09 (l)		849,895		842,310
MBIA Global Funding LLC
0.37%, 3/30/09 (l)		1,410,000		1,388,189
Monumental Global Funding II
0.43%, 5/26/10 (l)		2,650,000		2,279,000
Morgan Stanley
2.87%, 2/9/09 (l)		4,395,889		4,395,890
0.19%, 5/7/09 (l)		2,820,000		2,772,503
Pricoa Global Funding I
0.40%, 6/25/10 (l)		1,689,747		1,494,483
Total Short-Term Investments of Cash Collateral for Securities Loaned				75,963,759
Time Deposit (2.8%)
JP Morgan Chase Nassau
0.001%, 1/2/09		21,139,236		21,139,236
Total Short-Term Investments (13.0%) (Cost/Amortized Cost $99,142,052)				97,102,995
Total Investments (109.6%) (Cost/Amortized Cost $1,190,268,999)				821,471,181
Other Assets Less Liabilities (-9.6%)				(72,170,377	)
Net Assets (100%)			$	749,300,804

* Non-income producing.

^ All, or a portion of security out on loan (See Note 1).

‡ Affiliated company as defined under the Investment Company Act of 1940.

(h) Security in default.

(l) Floating Rate Security. Rate disclosed is as of December 31, 2008.

(r) The repurchase agreements are fully collateralized by U.S. government and/or agency obligations based on market prices at the date of this portfolio of investments.

(s) Issuer in bankruptcy.

(u) Represents the Portfolio’s undivided interest in a joint repurchase agreement. The repurchase agreement was fully collateralized by U.S. government agency securities at the date of this Portfolio of Investments as follows: Federal Home Loan Mortgage Corp., 0.000% - 7.500%, maturing 3/15/23 – 6/15/38; Federal National Mortgage Association, 0.000% - 7.000%, maturing 5/25/09 – 10/1/38; Government National Mortgage Association, 0.000% - 7.390%, maturing 10/16/27 – 11/16/44.

Glossary:

ADR —    American Depositary Receipt

Investments in companies which were affiliates for the year ended December 31, 2008, were as follows:

Securities	Market Value December 31, 2007		Purchases at Cost		Sales at Cost		Market Value December 31, 2008		Dividend Income		Realized Loss
America Service Group, Inc.	$	—	$	5,121,513	$	—	$	5,350,000	$	—	$	—
Five Star Quality Care, Inc.		13,534,594		126,376		9,378,734		1,189,679		—		(4,842,680)
	$	13,534,594	$	5,247,889	$	9,378,734	$	6,539,679	$	—	$	(4,842,680)

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1 - Quoted prices in active markets for identical securities

•  Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description	Quoted Prices in   Active Markets for   Identical   Securities   (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Investments in Securities	$	724,368,186	$	97,102,995	$	—	$	821,471,181
Other Investments*		—		—		—		—
Total	$	724,368,186	$	97,102,995	$	—	$	821,471,181
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*		—		—		—		—
Total	$	—	$	—	$	—	$	—

*Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:
Stocks and long-term corporate debt securities	$	1,091,773,097
Net Proceeds of Sales and Redemptions:
Stocks and long-term corporate debt securities	$	1,437,844,496

As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	19,278,577
Aggregate gross unrealized depreciation		(400,755,483 )
Net unrealized depreciation	$	(381,476,906)
Federal income tax cost of investments	$	1,202,948,087

At December 31, 2008, the Portfolio had loaned securities with a total value of $78,106,723. This was secured by collateral of $78,002,817 which was received as cash and subsequently invested in short-term investments currently valued at $75,963,759, as reported in the portfolio of investments.

The Portfolio has a net capital loss carryforward of $237,764,301 which expires in the year 2016.

See Notes to Financial Statements.

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MULTIMANAGER TECHNOLOGY PORTFOLIO

PORTFOLIO OF INVESTMENTS

December 31, 2008

	Number of Shares	Value (Note 1)
COMMON STOCKS:
Consumer Discretionary (2.1%)
Diversified Consumer Services (0.4%)
ITT Educational Services, Inc.*^	14,300	$	1,358,214
Internet & Catalog Retail (0.2%)
Amazon.com, Inc.*	12,845		658,692
Media (1.5%)
Comcast Corp., Class A	177,740		3,000,251
DIRECTV Group, Inc.*	88,796		2,034,316
			5,034,567
Total Consumer Discretionary			7,051,473
Energy (0.0%)
Energy Equipment & Services (0.0%)
Diamond Offshore Drilling, Inc.^	420		24,755
Weatherford International Ltd.*	2,536		27,439
Total Energy			52,194
Industrials (4.9%)
Aerospace & Defense (0.2%)
Lockheed Martin Corp.	2,875		241,730
Northrop Grumman Corp.	5,710		257,178
Raytheon Co.	4,615		235,550
			734,458
Electrical Equipment (3.6%)
ABB Ltd. (Registered)*	118,235		1,782,299
First Solar, Inc.*^	9,297		1,282,614
SunPower Corp., Class B*^	138,205		4,206,960
Suntech Power Holdings Co., Ltd. (ADR)*^	396,875		4,643,438
			11,915,311
Industrial Conglomerates (0.9%)
Koninklijke Philips Electronics N.V. (N.Y. Shares)	157,380		3,127,141
Professional Services (0.2%)
Manpower, Inc.^	23,900		812,361
Total Industrials			16,589,271
Information Technology (85.1%)
Communications Equipment (16.3%)
Cisco Systems, Inc.*	1,113,565		18,151,110
Corning, Inc.	670,029		6,385,376
Juniper Networks, Inc.*^	88,330		1,546,658
Nice Systems Ltd. (ADR)*	220,170		4,947,220
Nokia Oyj (ADR)	419,010		6,536,556
QUALCOMM, Inc.	338,920		12,143,504
Research In Motion Ltd.*	72,130		2,927,035
Riverbed Technology, Inc.*^	220,800		2,514,912
			55,152,371
Computers & Peripherals (14.7%)
Apple, Inc.*	145,250		12,397,087
Data Domain, Inc.*^	35,042		658,790
Dell, Inc.*	354,230		3,627,315
EMC Corp.*	193,455		2,025,474
Hewlett-Packard Co.	504,350		18,302,861
International Business Machines Corp.	89,990		7,573,558
NetApp, Inc.*^	189,080		2,641,448

	Number of Shares	Value (Note 1)
Seagate Technology	611,239	$	2,707,789
			49,934,322
Electronic Equipment, Instruments & Components (1.9%)
Hon Hai Precision Industry Co., Ltd.	582,562		1,148,496
Hon Hai Precision Industry Co., Ltd. (GDR)	257,265		1,022,531
L-1 Identity Solutions, Inc.*	624,694		4,210,438
			6,381,465
Internet Software & Services (7.6%)
Baidu.com (ADR)*	2,185		285,295
Equinix, Inc.*^	45,715		2,431,581
Google, Inc., Class A*	60,135		18,500,533
Netease.com (ADR)*^	77,690		1,716,949
Tencent Holdings Ltd.	75,000		488,268
VeriSign, Inc.*^	87,900		1,677,132
Yahoo!, Inc.*	52,070		635,254
			25,735,012
IT Services (7.0%)
Accenture Ltd., Class A^	170,855		5,602,335
Automatic Data Processing, Inc.	93,120		3,663,341
Cognizant Technology Solutions Corp., Class A*	155,370		2,805,982
DST Systems, Inc.*^	40,500		1,538,190
VeriFone Holdings, Inc.*^	495,490		2,427,901
Visa, Inc., Class A	35,400		1,856,730
Western Union Co.	408,000		5,850,720
			23,745,199
Semiconductors & Semiconductor Equipment (17.2%)
Altera Corp.	121,800		2,035,278
Analog Devices, Inc.	157,355		2,992,892
Applied Materials, Inc.	110,690		1,121,290
ASML Holding N.V. (N.Y. Shares)^	43,900		793,273
Atheros Communications, Inc.*^	74,860		1,071,247
Broadcom Corp., Class A*^	225,103		3,819,998
Intel Corp.	998,500		14,638,009
Lam Research Corp.*^	136,195		2,898,230
Linear Technology Corp.^	119,625		2,646,105
Marvell Technology Group Ltd.*	286,600		1,911,622
Maxim Integrated Products, Inc.^	124,500		1,421,790
ON Semiconductor Corp.*	795,585		2,704,989
Samsung Electronics Co., Ltd.	3,604		1,308,676
Samsung Electronics Co., Ltd. (GDR)^§	27,765		4,860,825
Skyworks Solutions, Inc.*^	302,300		1,674,742
Taiwan Semiconductor Manufacturing Co., Ltd.	1,829,102		2,503,547
Taiwan Semiconductor Manufacturing Co., Ltd. (ADR)	140,085		1,106,672
Texas Instruments, Inc.	446,087		6,923,270
Xilinx, Inc.	105,400		1,878,228
			58,310,683
Software (20.4%)
Activision Blizzard, Inc.*	539,170		4,658,429
Adobe Systems, Inc.*	122,360		2,605,044
BMC Software, Inc.*	103,595		2,787,741
CA, Inc.	103,615		1,919,986
Electronic Arts, Inc.*	164,700		2,641,788
Intuit, Inc.*	47,300		1,125,267
Longtop Financial Technologies Ltd. (ADR)*	8,067		121,973
McAfee, Inc.*^	144,415		4,992,427
Microsoft Corp.	1,283,620		24,953,573

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

	Number of Shares		Value (Note 1)
Nintendo Co., Ltd.		8,650	$	3,323,286
Oracle Corp.*		696,305		12,345,488
Red Hat, Inc.*		136,000		1,797,920
Salesforce.com, Inc.*^		37,430		1,198,134
VMware, Inc., Class A*^		203,670		4,824,942
				69,295,998
Total Information Technology				288,555,050
Materials (0.4%)
Chemicals (0.4%)
Monsanto Co.		19,340		1,360,569
Total Materials				1,360,569
Telecommunication Services (3.0%)
Wireless Telecommunication Services (3.0%)
American Tower Corp., Class A*		79,700		2,336,804
China Mobile Ltd. (ADR)^		153,355		7,798,102
Total Telecommunication Services				10,134,906
Total Common Stocks (95.5%) (Cost $468,624,420)				323,743,463
INVESTMENT COMPANY:
Exchange Traded Fund (ETF) (0.2%)
Semiconductor HOLDRs Trust (Cost $599,761)		32,145		568,967
	Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENTS:
Short-Term Investments of Cash Collateral for Securities Loaned (12.8%)
Banco de Sabadell S.A.
3.87%, 4/23/09 (l)	$	1,020,000		1,015,121
BBVA Senior Finance S.A.
2.15%, 3/12/10 (l)		750,000		733,754
Citigroup Funding, Inc.
0.36%, 3/16/09 (l)		1,010,000		1,003,786
Comerica Bank
1.06%, 3/16/09 (l)		339,995		331,459
Deutsche Bank Securities, Inc., Repurchase Agreement
0.10%, 1/2/09 (r)(u)		28,146,978		28,146,978
General Electric Capital Corp.
0.40%, 3/12/10 (l)		140,000		133,641
Goldman Sachs Group, Inc.
0.41%, 3/27/09 (l)		950,000		945,139
Hartford Life, Inc.
1.62%, 2/2/09 (l)		270,000		270,000
K2 (USA) LLC
0.37%, 5/29/09 (l)		1,349,815		1,341,176
0.37%, 6/18/09 (l)		1,689,752		1,677,518
Lehman Brothers Holdings, Inc.
0.00%, 8/21/09 (h)(s)		849,996		76,500
Links Finance LLC
0.37%, 6/25/09 (l)		509,937		505,386
MBIA Global Funding LLC
0.37%, 3/30/09 (l)		850,000		836,851
Monumental Global Funding II
0.43%, 5/26/10 (l)		1,590,000		1,367,400
Morgan Stanley
2.87%, 2/9/09 (l)		2,637,534		2,637,534
0.19%, 5/7/09 (l)		1,690,000		1,661,536

	Principal Amount		Value (Note 1)
Pricoa Global Funding I
0.40%, 6/25/10 (l)	$	1,009,849	$	893,153
Total Short-Term Investments of Cash Collateral for Securities Loaned				43,576,932
Time Deposit (3.7%)
JP Morgan Chase Nassau
0.001%, 1/2/09		12,451,723		12,451,723
Total Short-Term Investments (16.5%) (Cost/Amortized Cost $57,255,578)				56,028,655
Total Investments (112.2%) (Cost/Amortized Cost $526,479,759)				380,341,085
Other Assets Less Liabilities (-12.2%)				(41,322,167	)
Net Assets (100%)			$	339,018,918

* Non-income producing.

^ All, or a portion of security out on loan (See Note 1).

§ Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold to qualified institutional buyers. At December 31, 2008, the market value of these securities amounted to $4,860,825 or 1.4% of net assets. Securities denoted with “§” but without “b” have been determined to be liquid under the guidelines established by the Board of Trustees. To the extent any securities might provide a right to demand registration, such rights have not been relied upon when determining liquidity.

(h) Security in default.

(l) Floating Rate Security. Rate disclosed is as of December 31, 2008.

(r) The repurchase agreements are fully collateralized by U.S. government and/or agency obligations based on market prices at the date of this portfolio of investments.

(s) Issuer in bankruptcy.

(u) Represents the Portfolio’s undivided interest in a joint repurchase agreement. The repurchase agreement was fully collateralized by U.S. government agency securities at the date of this Portfolio of Investments as follows: Federal Home Loan Mortgage Corp., 0.000% - 7.500%, maturing 3/15/23 - 6/15/38; Federal National Mortgage Association, 0.000% - 7.000%, maturing 5/25/09 – 10/1/38; Government National Mortgage Association, 0.000% - 7.390%, maturing 10/16/27 – 11/16/44.

Glossary:

ADR          —    American Depositary Receipt

GDR          —    Global Depositary Receipt

HOLDRs   —    Holding Company Depositary Receipts

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1 - Quoted prices in active markets for identical securities

•  Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description	Quoted Prices in   Active Markets for   Identical   Securities   (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Investments in Securities	$	307,874,502	$	72,466,583	$	—	$	380,341,085
Other Investments*	$	—		—		—		—
Total	$	307,874,502	$	72,466,583	$	—	$	380,341,085
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*	$	—		—		—		—
Total	$	—	$	—	$	—	$	—

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments in Securities	Other Investments*
Balance as of 12/31/07	$            863,573	$                    —
Total gains or losses (realized/unrealized) included in earnings	(160,660)	—
Purchases, sales, issuances, and settlements (net)	(702,913)	—
Transfers in and/or out of Level 3	—	—
Balance as of 12/31/08	$                  —	$                    —
The amount of total gains or losses for the year included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held at year ending 12/31/08.	$                  —	$                    —

* Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:
Stocks and long-term corporate debt securities	$	747,390,614
Net Proceeds of Sales and Redemptions:
Stocks and long-term corporate debt securities	$	775,485,305

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	—
Aggregate gross unrealized depreciation		(189,652,042)
Net unrealized depreciation	$	(189,652,042)
Federal income tax cost of investments	$	569,993,127

At December 31, 2008, the Portfolio had loaned securities with a total value of $44,048,802. This was secured by collateral of $44,803,855 which was received as cash and subsequently invested in short-term investments currently valued at $43,576,932, as reported in the portfolio of investments. Additionally, uninvested cash received as collateral on loaned securities was held in an interest bearing account in the amount of $14,352, which the Portfolio cannot repledge and accordingly is not reflected in the Portfolio’s assets and liabilities.

For the year ended December 31, 2008, the Portfolio incurred approximately $680 as brokerage commissions with BNP Paribas S.A. and $1,883 as brokerage commissions with Sanford C. Bernstein & Co., Inc., affiliated broker/dealers.

The Portfolio has a net capital loss carryforward of $86,028,035 of which $38,254,621 expires in the year 2010, $25,653,017 expires in the year 2011, and $22,120,397 expires in the year 2016.

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS

December 31, 2008

	Number of Shares		Value (Note 1)
INVESTMENT COMPANIES:
EQ/Bond Index Portfolio‡		1,493,054	$	15,264,311
EQ/Equity 500 Index Portfolio‡		880,067		13,867,546
EQ/International ETF Portfolio‡		1,594,100		10,111,089
EQ/PIMCO Real Return Portfolio‡		59,019		547,408
EQ/Small Company Index Portfolio‡		390,868		2,644,635
EQ/Van Kampen Emerging Markets Equity Portfolio‡		392,419		3,000,069
Multimanager Aggressive Equity Portfolio‡		165,453		2,800,187
Multimanager High Yield Portfolio‡		965,723		3,444,376
Multimanager Large Cap Value Portfolio‡		444,724		3,208,569
Multimanager Mid Cap Growth Portfolio‡		30,076		153,771
Multimanager Mid Cap Value Portfolio‡		242,593		1,401,247
Total Investment Companies (99.9%) (Cost $77,869,791)				56,443,208
	Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENT:
Time Deposit (0.5%)
JP Morgan Chase Nassau 0.001%, 1/2/09 (Amortized Cost $302,705)	$	302,705		302,705
Total Investments (100.4%) (Cost/Amortized Cost $78,172,496)				56,745,913
Other Assets Less Liabilities (-0.4%)				(224,730)
Net Assets (100%)			$	56,521,183

‡ Affiliated company as defined under the Investment Company Act of 1940.

The holdings in Investment Companies are all Class A shares for AXA Premier VIP Trust Portfolios (Multimanager) and Class IA shares for EQ Advisors Trust Portfolios.

See Notes to Financial Statements.

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TARGET 2015 ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Investments in companies which were affiliates for the year ended December 31, 2008, were as follows:

Securities	Market Value December 31, 2007		Purchases at Cost		Sales at Cost		Market Value December 31, 2008		Dividend Income		Realized Gain/(Loss)
EQ/Bond Index Portfolio	$	3,488,698	$	20,414,239	$	8,571,704	$	15,264,311	$	656,131	$	(70,989)
EQ/Equity 500 Index Portfolio		3,577,893		21,958,089		5,320,080		13,867,546		368,905		(1,134,790)
EQ/International ETF Portfolio		2,251,786		17,298,935		3,714,676		10,111,089		741,167		(978,049)
EQ/PIMCO Real Return Portfolio		—		1,014,162		418,164		547,408		18,273		(11,195)
EQ/Small Company Index Portfolio		832,473		4,008,968		900,523		2,644,635		36,333		5,965
EQ/Van Kampen Emerging Markets Equity Portfolio		756,449		6,035,432		1,623,883		3,000,069		15,726		(437,545)
Multimanager Aggressive Equity Portfolio		1,242,657		4,979,656		1,567,212		2,800,187		22,624		(416,311)
Multimanager High Yield Portfolio		772,941		5,040,215		1,054,695		3,444,376		426,258		(180,783)
Multimanager Large Cap Value Portfolio		425,904		5,481,525		1,170,861		3,208,569		70,949		(305,505)
Multimanager Mid Cap Growth Portfolio		69,169		235,734		69,157		153,771		—		(19,767)
Multimanager Mid Cap Value Portfolio		310,044		2,289,678		570,201		1,401,247		12,275		(144,038)
	$	13,728,014	$	88,756,633	$	24,981,156	$	56,443,208	$	2,368,641	$	(3,693,007)

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1 - Quoted prices in active markets for identical securities

•  Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description	Quoted Prices in   Active Markets for   Identical   Securities   (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Investments in Securities	$	—	$	56,745,913	$	—	$	56,745,913
Other Investments*		—		—		—		—
Total	$	—	$	56,745,913	$	—	$	56,745,913
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*		—		—		—		—
Total	$	—	$	—	$	—	$	—

* Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

See Notes to Financial Statements.

152

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TARGET 2015 ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:
Investment Companies	$	88,756,633
Net Proceeds of Sales and Redemptions:
Investment Companies	$	20,576,831

As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,781
Aggregate gross unrealized depreciation		(21,106,014)
Net unrealized depreciation	$	(21,104,233)
Federal income tax cost of investments	$	77,850,146

See Notes to Financial Statements.

153

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PORTFOLIO OF INVESTMENTS

December 31, 2008

	Number of Shares	Value (Note 1)
INVESTMENT COMPANIES:
EQ/Bond Index Portfolio‡	863,019	$	8,823,115
EQ/Equity 500 Index Portfolio‡	1,109,661		17,485,334
EQ/International ETF Portfolio‡	1,728,419		10,963,054
EQ/PIMCO Real Return Portfolio‡	45,633		423,252
EQ/Small Company Index Portfolio‡	521,999		3,531,876
EQ/Van Kampen Emerging Markets Equity Portfolio‡	383,740		2,933,722
Multimanager Aggressive Equity Portfolio‡	172,797		2,924,488
Multimanager High Yield Portfolio‡	602,962		2,150,542
Multimanager Large Cap Value Portfolio‡	452,204		3,262,534
Multimanager Mid Cap Growth Portfolio‡	22,387		114,461
Multimanager Mid Cap Value Portfolio‡	280,057		1,617,642
Total Investments (100.0%) (Cost $80,317,533)			54,230,020
Other Assets Less Liabilities (0.0%)			(6,310	)
Net Assets (100%)		$	54,223,710

‡ Affiliated company as defined under the Investment Company Act of 1940.

The holdings in Investment Companies are all Class A shares for AXA Premier VIP Trust Portfolios (Multimanager) and Class IA shares for EQ Advisors Trust Portfolios.

Investments in companies which were affiliates for the year ended December 31, 2008, were as follows:

Securities	Market Value December 31, 2007		Purchases at Cost		Sales at Cost		Market Value December 31, 2008		Dividend Income		Realized Gain/(Loss)
EQ/Bond Index Portfolio	$	2,903,739	$	10,006,091	$	4,047,710	$	8,823,115	$	371,129	$	183,875
EQ/Equity 500 Index Portfolio		5,775,058		23,308,149		2,783,234		17,485,334		450,662		(599,375)
EQ/International ETF Portfolio		3,419,898		15,924,235		1,716,630		10,963,054		780,721		(364,939)
EQ/PIMCO Real Return Portfolio		—		559,757		87,071		423,252		12,386		10,868
EQ/Small Company Index Portfolio		1,310,528		4,489,274		470,736		3,531,876		47,355		246,460
EQ/Van Kampen Emerging Markets Equity Portfolio		1,111,291		5,320,247		705,360		2,933,722		14,803		(27,930)
Multimanager Aggressive Equity Portfolio		1,661,127		3,947,031		583,072		2,924,488		22,698		(101,794)
Multimanager High Yield Portfolio		544,225		2,724,241		262,928		2,150,542		259,108		(37,789)
Multimanager Large Cap Value Portfolio		572,952		4,806,379		533,653		3,262,534		69,942		(152,233)
Multimanager Mid Cap Growth Portfolio		135,182		80,272		29,648		114,461		—		(5,338)
Multimanager Mid Cap Value Portfolio		422,590		2,224,972		259,542		1,617,642		13,724		(54,235)
	$	17,856,590	$	73,390,648	$	11,479,584	$	54,230,020	$	2,042,528	$	(902,430)

See Notes to Financial Statements.

154

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TARGET 2025 ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1 - Quoted prices in active markets for identical securities

•  Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description	Quoted Prices in   Active Markets for   Identical   Securities   (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Investments in Securities	$	—	$	54,230,020	$	—	$	54,230,020
Other Investments*		—		—		—		—
Total	$	—	$	54,230,020	$	—	$	54,230,020
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*		—		—		—		—
Total	$	—	$	—	$	—	$	—

* Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:
Investment Companies	$	73,390,648
Net Proceeds of Sales and Redemptions:
Investment Companies	$	9,730,153

As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,416
Aggregate gross unrealized depreciation		(25,742,220)
Net unrealized depreciation	$	(25,740,804)
Federal income tax cost of investments	$	79,970,824

See Notes to Financial Statements.

155

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TARGET 2035 ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS

December 31, 2008

	Number of Shares		Value (Note 1)
INVESTMENT COMPANIES:
EQ/Bond Index Portfolio‡		179,861	$	1,838,822
EQ/Equity 500 Index Portfolio‡		606,998		9,564,697
EQ/International ETF Portfolio‡		865,882		5,492,134
EQ/PIMCO Real Return Portfolio‡		13,412		124,398
EQ/Small Company Index Portfolio‡		247,268		1,673,030
EQ/Van Kampen Emerging Markets Equity Portfolio‡		199,519		1,525,334
Multimanager Aggressive Equity Portfolio‡		82,260		1,392,198
Multimanager High Yield Portfolio‡		174,303		621,675
Multimanager Large Cap Value Portfolio‡		208,993		1,507,827
Multimanager Mid Cap Growth Portfolio‡		20,683		105,746
Multimanager Mid Cap Value Portfolio‡		107,646		621,774
Total Investment Companies (100.0%) (Cost $37,059,274)				24,467,635
	Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENT:
Time Deposit (0.1%)
JP Morgan Chase Nassau 0.001%, 1/2/09 (Amortized Cost $17,385)	$	17,385		17,385
Total Investments (100.1%) (Cost/Amortized Cost $37,076,659)				24,485,020
Other Assets Less Liabilities (-0.1%)				(16,796	)
Net Assets (100%)			$	24,468,224

‡ Affiliated company as defined under the Investment Company Act of 1940.

The holdings in Investment Companies are all Class A shares for AXA Premier VIP Trust Portfolios (Multimanager) and Class IA shares for EQ Advisors Trust Portfolios.

See Notes to Financial Statements.

156

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PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Investments in companies which were affiliates for the year ended December 31, 2008, were as follows:

Securities	Market Value December 31, 2007		Purchases at Cost		Sales at Cost		Market Value December 31, 2008		Dividend Income		Realized Gain/(Loss)
EQ/Bond Index Portfolio	$	725,876	$	1,904,451	$	788,841	$	1,838,822	$	77,902	$	(10,735)
EQ/Equity 500 Index Portfolio		3,867,742		11,285,419		960,633		9,564,697		249,206		(159,025)
EQ/International ETF Portfolio		2,273,602		7,030,368		585,128		5,492,134		395,061		(172,355)
EQ/PIMCO Real Return Portfolio		—		157,647		20,084		124,398		3,799		2,807
EQ/Small Company Index Portfolio		831,159		1,866,452		168,499		1,673,030		22,603		112,996
EQ/Van Kampen Emerging Markets Equity Portfolio		739,064		2,420,434		236,280		1,525,334		7,806		1,819
Multimanager Aggressive Equity Portfolio		965,925		1,546,004		180,470		1,392,198		10,929		(45,093)
Multimanager High Yield Portfolio		221,099		688,608		49,083		621,675		75,501		(12,099)
Multimanager Large Cap Value Portfolio		320,396		2,039,685		152,199		1,507,827		32,647		(53,923	)
Multimanager Mid Cap Growth Portfolio		103,739		79,608		11,006		105,746		—		(1,623	)
Multimanager Mid Cap Value Portfolio		224,760		745,738		64,502		621,774		5,328		(15,813	)
	$	10,273,362	$	29,764,414	$	3,216,725	$	24,467,635	$	880,782	$	(353,044)

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1 - Quoted prices in active markets for identical securities

•  Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description	Quoted Prices in   Active Markets for   Identical   Securities   (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Investments in Securities	$	—	$	24,485,020	$	—	$	24,485,020
Other Investments*		—		—		—		—
Total	$	—	$	24,485,020	$	—	$	24,485,020
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*		—		—		—		—
Total	$	—	$	—	$	—	$	—

* Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

See Notes to Financial Statements.

157

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TARGET 2035 ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:
Investment Companies	$	29,764,414
Net Proceeds of Sales and Redemptions:
Investment Companies	$	2,451,933

As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,505
Aggregate gross unrealized depreciation		(12,420,878)
Net unrealized depreciation	$	(12,419,373)
Federal income tax cost of investments	$	36,904,393

See Notes to Financial Statements.

158

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TARGET 2045 ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS

December 31, 2008

	Number of Shares		Value (Note 1)
INVESTMENT COMPANIES:
EQ/Equity 500 Index Portfolio‡		327,742	$	5,164,352
EQ/International ETF Portfolio‡		451,926		2,866,485
EQ/Small Company Index Portfolio‡		145,328		983,300
EQ/Van Kampen Emerging Markets Equity Portfolio‡		101,413		775,313
Multimanager Aggressive Equity Portfolio‡		42,836		724,968
Multimanager Large Cap Value Portfolio‡		99,502		717,881
Multimanager Mid Cap Growth Portfolio‡		15,647		79,999
Multimanager Mid Cap Value Portfolio‡		59,193		341,906
Total Investment Companies (99.5%) (Cost $18,521,312)				11,654,204
	Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENT:
Time Deposit (0.7%)
JP Morgan Chase Nassau 0.001%, 1/2/09 (Amortized Cost $73,592)	$	73,592		73,592
Total Investments (100.2%) (Cost/Amortized Cost $18,594,904)				11,727,796
Other Assets Less Liabilities (-0.2%)				(17,753	)
Net Assets (100%)			$	11,710,043

‡ Affiliated company as defined under the Investment Company Act of 1940.

The holdings in Investment Companies are all Class A shares for AXA Premier VIP Trust Portfolios (Multimanager) and Class IA shares for EQ Advisors Trust Portfolios.

Investments in companies which were affiliates for the year ended December 31, 2008, were as follows:

Securities	Market Value December 31, 2007		Purchases at Cost		Sales at Cost		Market Value December 31, 2008		Dividend Income		Realized Gain/(Loss)
EQ/Equity 500 Index Portfolio	$	3,063,876	$	4,921,577	$	309,467	$	5,164,352	$	132,411	$	(5,860	)
EQ/International ETF Portfolio		1,777,561		3,055,318		178,035		2,866,485		202,876		(31,152	)
EQ/Small Company Index Portfolio		637,834		905,913		56,335		983,300		13,084		85,105
EQ/Van Kampen Emerging Markets Equity Portfolio		580,850		1,043,425		65,498		775,313		3,883		34,926
Multimanager Aggressive Equity Portfolio		678,524		597,103		49,973		724,968		5,603		(6,427	)
Multimanager Large Cap Value Portfolio		222,816		863,304		43,506		717,881		15,271		(11,759	)
Multimanager Mid Cap Growth Portfolio		91,060		48,119		3,252		79,999		—		802
Multimanager Mid Cap Value Portfolio		154,389		357,359		23,461		341,906		2,872		(2,856	)
	$	7,206,910	$	11,792,118	$	729,527	$	11,654,204	$	376,000	$	62,779

See Notes to Financial Statements.

159

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TARGET 2045 ALLOCATION PORTFOLIO

PORTFOLIO OF INVESTMENTS (Continued)

December 31, 2008

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below:

•  Level 1 - Quoted prices in active markets for identical securities

•  Level 2 - Significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 - Significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used to value the Portfolio’s net assets as of December 31, 2008:

Description	Quoted Prices in   Active Markets for   Identical   Securities   (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Investments in Securities	$	—	$	11,727,796	$	—	$	11,727,796
Other Investments*		—		—		—		—
Total	$	—	$	11,727,796	$	—	$	11,727,796
Liabilities
Investments in Securities	$	—	$	—	$	—	$	—
Other Investments*		—		—		—		—
Total	$	—	$	—	$	—	$	—

*Other investments are derivative instruments, such as futures, forwards and written options, which are valued at the unrealized appreciation/depreciation on the instrument.

Investment security transactions for the year ended December 31, 2008 were as follows:

Cost of Purchases:
Investment Companies	$	11,792,118
Net Proceeds of Sales and Redemptions:
Investment Companies	$	569,771
As of December 31, 2008, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:
Aggregate gross unrealized appreciation	$	483
Aggregate gross unrealized depreciation		(6,778,030	)
Net unrealized depreciation	$	(6,777,547	)
Federal income tax cost of investments	$	18,505,343

See Notes to Financial Statements.

160

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AXA CONSERVATIVE ALLOCATION PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value: Affiliated Issuers (Cost $1,611,790,172)	$	1,459,119,422
Unaffiliated Issuers (Amortized Cost $2,140,216)		2,140,216
Receivable from Separate Accounts for Trust shares sold		1,368,899
Dividends, interest and other receivables		24
Other assets		913
Total assets		1,462,629,474
LIABILITIES
Payable to Separate Accounts for Trust shares redeemed		4,103,112
Payable for securities purchased		1,017,935
Distribution fees payable - Class B		295,097
Administrative fees payable		20,918
Trustees’ fees payable		4,979
Accrued expenses		152,631
Total liabilities		5,594,672
NET ASSETS	$	1,457,034,802
Net assets were comprised of:
Paid in capital	$	1,653,414,148
Accumulated undistributed net investment income		27,060
Accumulated overdistributed net realized gain		(43,735,656	)
Unrealized depreciation on investments		(152,670,750	)
Net assets	$	1,457,034,802
Class A
Net asset value, offering and redemption price per share, $13,471,684 / 1,475,502 shares outstanding (unlimited amount authorized: $0.001 par value)	$	9.13
Class B
Net asset value, offering and redemption price per share, $1,443,563,118 / 158,062,529 shares outstanding (unlimited amount authorized: $0.001 par value)	$	9.13

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Dividends (All dividend income received from affiliates)	$	60,730,197
Interest		74,993
Total income		60,805,190
EXPENSES
Distribution fees - Class B		2,492,048
Administrative fees		1,547,307
Investment management fees		1,008,180
Printing and mailing expenses		217,161
Custodian fees		112,000
Professional fees		96,082
Trustees’ fees		7,922
Miscellaneous		17,843
Gross expenses		5,498,543
Less: Waiver from investment advisor		(2,000,202	)
Net expenses		3,498,341
NET INVESTMENT INCOME		57,306,849
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss on securities (All realized loss from affiliates)		(37,991,388	)
Net distributions of realized gain received from Underlying Portfolios (All gains received from affiliates)		12,630,683
Net realized loss		(25,360,705	)
Net change in unrealized depreciation on securities		(150,175,746	)
NET REALIZED AND UNREALIZED LOSS		(175,536,451	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(118,229,602	)

See Notes to Financial Statements.

161

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AXA CONSERVATIVE ALLOCATION PORTFOLIO

STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income	$	57,306,849		$	19,024,473
Net realized gain (loss) on investments		(25,360,705	)		16,134,910
Net change in unrealized depreciation on investments		(150,175,746	)		(7,009,936	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(118,229,602	)		28,149,447
DIVIDENDS AND DISTRIBUTIONS:
Dividends from net investment income
Class A		(655,043	)		(343,169	)
Class B		(65,328,312	)		(20,640,951	)
		(65,983,355	)		(20,984,120	)
Distributions from net realized capital gains
Class A		(159,162	)		(142,356	)
Class B		(15,035,571	)		(8,915,689	)
		(15,194,733	)		(9,058,045	)
TOTAL DIVIDENDS AND DISTRIBUTIONS		(81,178,088	)		(30,042,165	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 1,069,978 and 906,451 shares, respectively ]		10,982,944			10,076,332
Capital shares issued in reinvestment of dividends and distributions [ 88,583 and 44,696 shares, respectively ]		814,205			485,525
Capital shares repurchased [ (510,048) and (584,264) shares, respectively ]		(5,278,473	)		(6,472,977	)
Total Class A transactions		6,518,676			4,088,880
Class B
Capital shares sold [ 127,294,015 and 45,830,767 shares, respectively ]		1,300,858,008			509,102,243
Capital shares issued in reinvestment of dividends and distributions [ 8,758,366 and 2,720,777 shares, respectively ]		80,363,883			29,556,640
Capital shares repurchased [ (31,689,523) and (26,138,927) shares, respectively ]		(325,801,892	)		(291,328,656	)
Total Class B transactions		1,055,419,999			247,330,227
NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		1,061,938,675			251,419,107
TOTAL INCREASE IN NET ASSETS		862,530,985			249,526,389
NET ASSETS:
Beginning of year		594,503,817			344,977,428
End of year (a)	$	1,457,034,802		$	594,503,817
(a) Includes accumulated undistributed (overdistributed) net investment income of	$	27,060		$	(4,099	)

See Notes to Financial Statements.

162

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AXA CONSERVATIVE-PLUS ALLOCATION PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value: Affiliated Issuers (Cost $1,693,730,696)	$	1,413,029,447
Receivable from Separate Accounts for Trust shares sold		1,655,012
Dividends, interest and other receivables		2
Other assets		1,259
Total assets		1,414,685,720
LIABILITIES
Overdraft payable		515,642
Payable for securities purchased		941,522
Payable to Separate Accounts for Trust shares redeemed		550,814
Distribution fees payable - Class B		278,534
Administrative fees payable		14,641
Trustees’ fees payable		11,540
Accrued expenses		144,215
Total liabilities		2,456,908
NET ASSETS	$	1,412,228,812
Net assets were comprised of:
Paid in capital	$	1,782,332,509
Accumulated undistributed net investment income		74,061
Accumulated overdistributed net realized gain		(89,476,509	)
Unrealized depreciation on investments		(280,701,249	)
Net assets	$	1,412,228,812
Class A
Net asset value, offering and redemption price per share, $42,358,449 / 4,851,110 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.73
Class B
Net asset value, offering and redemption price per share, $1,369,870,363 / 156,839,641 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.73

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Dividends (All dividend income received from affiliates)	$	51,050,900
Interest		32,790
Total income		51,083,690
EXPENSES
Distribution fees - Class B		3,331,331
Administrative fees		2,086,496
Investment management fees		1,367,631
Printing and mailing expenses		246,357
Custodian fees		156,000
Professional fees		104,068
Trustees’ fees		12,961
Miscellaneous		29,996
Gross expenses		7,334,840
Less: Waiver from investment advisor		(2,639,563	)
Net expenses		4,695,277
NET INVESTMENT INCOME		46,388,413
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss on securities (All realized loss from affiliates)		(82,009,503	)
Net distributions of realized gain received from Underlying Portfolios (All gains received from affiliates)		14,387,384
Net realized loss		(67,622,119	)
Net change in unrealized depreciation on securities		(278,360,522	)
NET REALIZED AND UNREALIZED LOSS		(345,982,641	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(299,594,228	)

See Notes to Financial Statements.

163

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AXA CONSERVATIVE-PLUS ALLOCATION PORTFOLIO

STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income	$	46,388,413		$	30,307,938
Net realized gain (loss) on investments		(67,622,119	)		42,759,713
Net change in unrealized depreciation on investments		(278,360,522	)		(21,304,675	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(299,594,228	)		51,762,976
DIVIDENDS AND DISTRIBUTIONS:
Dividends from net investment income
Class A		(1,766,250	)		(360,633	)
Class B		(52,906,098	)		(36,655,205	)
		(54,672,348	)		(37,015,838	)
Distributions from net realized capital gains
Class A		(1,208,976	)		(200,658	)
Class B		(35,694,108	)		(22,427,474	)
		(36,903,084	)		(22,628,132	)
TOTAL DIVIDENDS AND DISTRIBUTIONS		(91,575,432	)		(59,643,970	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 4,553,949 and 595,711 shares, respectively ]		51,240,975			7,122,738
Capital shares issued in reinvestment of dividends and distributions [ 325,666 and 48,600 shares, respectively ]		2,975,226			561,291
Capital shares repurchased [ (972,595) and (177,858) shares, respectively ]		(9,886,872	)		(2,131,161	)
Total Class A transactions		44,329,329			5,552,868
Class B
Capital shares sold [ 76,638,582 and 44,471,426 shares, respectively ]		809,236,946			528,746,071
Capital shares issued in reinvestment of dividends and distributions [ 9,721,698 and 5,114,496 shares, respectively ]		88,600,206			59,082,679
Capital shares repurchased [ (28,758,156) and (20,050,818) shares, respectively ]		(300,109,816	)		(238,903,327	)
Total Class B transactions		597,727,336			348,925,423
NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		642,056,665			354,478,291
TOTAL INCREASE IN NET ASSETS		250,887,005			346,597,297
NET ASSETS:
Beginning of year		1,161,341,807			814,744,510
End of year (a)	$	1,412,228,812		$	1,161,341,807
(a) Includes accumulated undistributed (overdistributed) net investment income of	$	74,061		$	(8,863	)

See Notes to Financial Statements.

164

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AXA MODERATE ALLOCATION PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value: Affiliated Issuers (Cost $10,655,378,039)	$	8,381,624,812
Unaffiliated Issuers (Amortized Cost $9,305,230)		9,305,230
Receivable from Separate Accounts for Trust shares sold		7,790,927
Dividends, interest and other receivables		67
Other assets		12,125
Total assets		8,398,733,161
LIABILITIES
Payable to Separate Accounts for Trust shares redeemed		3,401,915
Payable for securities purchased		1,823,690
Distribution fees payable - Class B		1,195,024
Administrative fees payable		346,760
Trustees’ fees payable		237,101
Accrued expenses		490,157
Total liabilities		7,494,647
NET ASSETS	$	8,391,238,514
Net assets were comprised of:
Paid in capital	$	11,193,411,776
Accumulated undistributed net investment income		459,926
Accumulated overdistributed net realized gain		(528,879,961	)
Unrealized depreciation on investments		(2,273,753,227	)
Net assets	$	8,391,238,514
Class A
Net asset value, offering and redemption price per share, $2,494,211,899 / 210,983,913 shares outstanding (unlimited amount authorized: $0.001 par value)	$	11.82
Class B
Net asset value, offering and redemption price per share, $5,897,026,615 / 501,655,383 shares outstanding (unlimited amount authorized: $0.001 par value)	$	11.76

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Dividends (All dividend income received from affiliates)	$	322,626,673
Interest		171,119
Total income		322,797,792
EXPENSES
Distribution fees - Class B		15,715,521
Administrative fees		13,943,927
Investment management fees		9,272,392
Printing and mailing expenses		1,537,797
Professional fees		218,048
Trustees’ fees		188,885
Custodian fees		140,000
Miscellaneous		172,012
Gross expenses		41,188,582
Less: Waiver from investment advisor		(16,225,583	)
Net expenses		24,962,999
NET INVESTMENT INCOME		297,834,793
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss on securities ($460,778,617 realized loss from affiliates)		(455,301,678	)
Net distributions of realized gain received from Underlying Portfolios (All gains received from affiliates)		112,261,687
Net realized loss		(343,039,991	)
Net change in unrealized depreciation on securities		(2,541,084,273	)
NET REALIZED AND UNREALIZED LOSS		(2,884,124,264	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(2,586,289,471	)

See Notes to Financial Statements.

165

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AXA MODERATE ALLOCATION PORTFOLIO

STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income	$	297,834,793		$	224,801,190
Net realized gain (loss) on investments		(343,039,991	)		460,181,046
Net change in unrealized depreciation on investments		(2,541,084,273	)		(158,451,328	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(2,586,289,471	)		526,530,908
DIVIDENDS AND DISTRIBUTIONS:
Dividends from net investment income
Class A		(113,469,497	)		(105,236,725	)
Class B		(251,507,749	)		(193,396,912	)
		(364,977,246	)		(298,633,637	)
Distributions from net realized capital gains
Class A		(125,314,508	)		(59,012,131	)
Class B		(269,192,698	)		(110,325,508	)
		(394,507,206	)		(169,337,639	)
TOTAL DIVIDENDS AND DISTRIBUTIONS		(759,484,452	)		(467,971,276	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 35,369,207 and 8,562,854 shares, respectively ]		582,522,475			150,370,214
Capital shares issued in reinvestment of dividends and distributions [ 18,657,286 and 9,650,572 shares, respectively ]		238,784,005			164,248,856
Capital shares repurchased [ (26,852,722) and (17,668,925) shares, respectively ]		(400,995,956	)		(309,062,387	)
Total Class A transactions		420,310,524			5,556,683
Class B
Capital shares sold [ 133,325,290 and 91,622,538 shares, respectively ]		1,991,829,536			1,595,381,036
Capital shares issued in reinvestment of dividends and distributions [ 41,150,293 and 17,951,582 shares, respectively ]		520,700,447			303,722,420
Capital shares repurchased [ (42,683,134) and (28,753,776) shares, respectively ]		(629,109,230	)		(501,225,485	)
Total Class B transactions		1,883,420,753			1,397,877,971
NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		2,303,731,277			1,403,434,654
TOTAL INCREASE (DECREASE) IN NET ASSETS		(1,042,042,646	)		1,461,994,286
NET ASSETS:
Beginning of year		9,433,281,160			7,971,286,874
End of year (a)	$	8,391,238,514		$	9,433,281,160
(a) Includes accumulated undistributed (overdistributed) net investment income of	$	459,926		$	(239,308	)

See Notes to Financial Statements.

166

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AXA MODERATE-PLUS ALLOCATION PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value: Affiliated Issuers (Cost $12,491,868,210)	$	9,139,141,444
Unaffiliated Issuers (Amortized Cost $3,508,052)		3,508,052
Receivable from Separate Accounts for Trust shares sold		8,152,343
Dividends, interest and other receivables		14
Other assets		8,778
Total assets		9,150,810,631
LIABILITIES
Payable for securities purchased		6,954,860
Distribution fees payable - Class B		1,803,395
Payable to Separate Accounts for Trust shares redeemed		721,689
Administrative fees payable		391,475
Trustees’ fees payable		107,059
Accrued expenses		526,051
Total liabilities		10,504,529
NET ASSETS	$	9,140,306,102
Net assets were comprised of:
Paid in capital	$	13,422,558,025
Accumulated undistributed net investment income		867,598
Accumulated overdistributed net realized gain		(930,392,755	)
Unrealized depreciation on investments		(3,352,726,766	)
Net assets	$	9,140,306,102
Class A
Net asset value, offering and redemption price per share, $225,733,997 / 25,764,163 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.76
Class B
Net asset value, offering and redemption price per share, $8,914,572,105 / 1,017,274,977 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.76

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Dividends (All dividend income received from affiliates)	$	227,157,365
Interest		129,054
Total income		227,286,419
EXPENSES
Distribution fees - Class B		25,507,017
Administrative fees		15,710,875
Investment management fees		10,450,328
Printing and mailing expenses		1,687,530
Professional fees		239,483
Custodian fees		130,000
Trustees’ fees		108,182
Miscellaneous		217,284
Gross expenses		54,050,699
Less: Waiver from investment advisor		(18,138,784	)
Net expenses		35,911,915
NET INVESTMENT INCOME		191,374,504
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss on securities (All realized loss from affiliates)		(900,374,265	)
Net distributions of realized gain received from Underlying Portfolios (All gains received from affiliates)		131,681,163
Net realized loss		(768,693,102	)
Net change in unrealized depreciation on securities		(3,387,522,063	)
NET REALIZED AND UNREALIZED LOSS		(4,156,215,165	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(3,964,840,661	)

See Notes to Financial Statements.

167

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AXA MODERATE-PLUS ALLOCATION PORTFOLIO

STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income	$	191,374,504		$	161,866,430
Net realized gain (loss) on investments		(768,693,102	)		717,649,885
Net change in unrealized depreciation on investments		(3,387,522,063	)		(391,048,010	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(3,964,840,661	)		488,468,305
DIVIDENDS AND DISTRIBUTIONS:
Dividends from net investment income
Class A		(6,777,370	)		(5,766,451	)
Class B		(245,065,760	)		(281,561,007	)
		(251,843,130	)		(287,327,458	)
Distributions from net realized capital gains
Class A		(14,654,657	)		(5,060,406	)
Class B		(543,755,340	)		(282,755,087	)
		(558,409,997	)		(287,815,493	)
TOTAL DIVIDENDS AND DISTRIBUTIONS		(810,253,127	)		(575,142,951	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 12,794,101 and 6,867,459 shares, respectively ]		164,217,999			99,354,568
Capital shares issued in reinvestment of dividends and distributions [ 2,104,181 and 780,462 shares, respectively ]		21,432,027			10,826,857
Capital shares repurchased [ (3,380,022) and (634,910) shares, respectively ]		(36,717,327	)		(9,235,532	)
Total Class A transactions		148,932,699			100,945,893
Class B
Capital shares sold [ 243,066,982 and 275,720,472 shares, respectively ]		2,886,327,395			3,971,971,916
Capital shares issued in reinvestment of dividends and distributions [ 77,555,400 and 40,655,773 shares, respectively ]		788,821,100			564,316,094
Capital shares repurchased [ (67,941,486) and (27,473,093) shares, respectively ]		(772,629,652	)		(394,688,638	)
Total Class B transactions		2,902,518,843			4,141,599,372
NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		3,051,451,542			4,242,545,265
TOTAL INCREASE (DECREASE) IN NET ASSETS		(1,723,642,246	)		4,155,870,619
NET ASSETS:
Beginning of year		10,863,948,348			6,708,077,729
End of year (a)	$	9,140,306,102		$	10,863,948,348
(a) Includes accumulated undistributed (overdistributed) net investment income of	$	867,598		$	(66,480	)

See Notes to Financial Statements.

168

AXA PREMIER VIP TRUST

AXA AGGRESSIVE ALLOCATION PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value: Affiliated Issuers (Cost $3,696,087,058)	$	2,500,933,429
Unaffiliated Issuers (Amortized Cost $908,395)		908,395
Receivable from Separate Accounts for Trust shares sold		3,081,506
Dividends, interest and other receivables		13
Other assets		2,545
Total assets		2,504,925,888
LIABILITIES
Payable for securities purchased		892,821
Distribution fees payable - Class B		490,545
Payable to Separate Accounts for Trust shares redeemed		403,995
Administrative fees payable		81,807
Trustees’ fees payable		28,772
Accrued expenses		204,243
Total liabilities		2,102,183
NET ASSETS	$	2,502,823,705
Net assets were comprised of:
Paid in capital	$	4,099,212,207
Accumulated undistributed net investment income		234,517
Accumulated overdistributed net realized gain		(401,469,390	)
Unrealized depreciation on investments		(1,195,153,629	)
Net assets	$	2,502,823,705
Class A
Net asset value, offering and redemption price per share, $75,826,602 / 9,302,635 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.15
Class B
Net asset value, offering and redemption price per share, $2,426,997,103 / 297,705,827 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.15

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Dividends (All dividend income received from affiliates)	$	45,228,797
Interest		62,619
Total income		45,291,416
EXPENSES
Distribution fees - Class B		7,161,168
Administrative fees		4,485,137
Investment management fees		2,966,685
Printing and mailing expenses		469,187
Professional fees		126,344
Custodian fees		115,000
Trustees’ fees		31,419
Miscellaneous		70,316
Gross expenses		15,425,256
Less: Waiver from investment advisor		(5,313,541	)
Net expenses		10,111,715
NET INVESTMENT INCOME		35,179,701
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss on securities (All realized loss from affiliates)		(379,438,292	)
Net distributions of realized gain received from Underlying Portfolios (All gains received from affiliates)		35,772,811
Net realized loss		(343,665,481	)
Net change in unrealized depreciation on securities		(1,140,191,318	)
NET REALIZED AND UNREALIZED LOSS		(1,483,856,799	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,448,677,098	)

See Notes to Financial Statements.

169

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AXA AGGRESSIVE ALLOCATION PORTFOLIO

STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income	$	35,179,701		$	28,231,110
Net realized gain (loss) on investments		(343,665,481	)		262,997,472
Net change in unrealized depreciation on investments		(1,140,191,318	)		(179,437,938	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(1,448,677,098	)		111,790,644
DIVIDENDS AND DISTRIBUTIONS:
Dividends from net investment income
Class A		(1,685,108	)		(2,513,188	)
Class B		(47,952,586	)		(70,282,453	)
		(49,637,694	)		(72,595,641	)
Distributions from net realized capital gains
Class A		(7,547,940	)		(3,170,531	)
Class B		(199,089,293	)		(98,280,335	)
		(206,637,233	)		(101,450,866	)
TOTAL DIVIDENDS AND DISTRIBUTIONS		(256,274,927	)		(174,246,507	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 4,923,698 and 3,530,859 shares, respectively ]		63,432,867			54,140,171
Capital shares issued in reinvestment of dividends and distributions [ 896,432 and 389,142 shares, respectively ]		9,233,048			5,683,719
Capital shares repurchased [ (3,175,873) and (743,806) shares, respectively ]		(35,571,422	)		(11,501,059	)
Total Class A transactions		37,094,493			48,322,831
Class B
Capital shares sold [ 96,966,280 and 100,541,684 shares, respectively ]		1,136,496,815			1,542,421,807
Capital shares issued in reinvestment of dividends and distributions [ 24,424,473 and 11,538,418 shares, respectively ]		247,041,879			168,562,788
Capital shares repurchased [ (30,662,291) and (13,558,004) shares, respectively ]		(349,212,091	)		(207,039,761	)
Total Class B transactions		1,034,326,603			1,503,944,834
NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		1,071,421,096			1,552,267,665
TOTAL INCREASE (DECREASE) IN NET ASSETS		(633,530,929	)		1,489,811,802
NET ASSETS:
Beginning of year		3,136,354,634			1,646,542,832
End of year (a)	$	2,502,823,705		$	3,136,354,634
(a) Includes accumulated undistributed (overdistributed) net investment income of	$	234,517		$	(16,380	)

See Notes to Financial Statements.

170

AXA PREMIER VIP TRUST

MULTIMANAGER AGGRESSIVE EQUITY PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value (Cost $1,271,438,608) (Securities on loan at market value $171,611,953)	$	975,709,661
Cash		3,252,418
Foreign Cash (Cost $840)		721
Receivable from affiliate (†)		2,927,830
Receivable for securities sold		2,617,811
Dividends, interest and other receivables		998,208
Receivable from Separate Accounts for Trust shares sold		44,836
Other assets		4,590
Total assets		985,556,075
LIABILITIES
Payable for return of cash collateral on securities loaned		172,894,203
Payable for securities purchased		4,982,805
Payable to Separate Accounts for Trust shares redeemed		1,119,155
Investment management fees payable		426,302
Administrative fees payable		113,475
Trustees’ fees payable		57,065
Distribution fees payable - Class B		23,633
Accrued expenses		36,043
Total liabilities		179,652,681
NET ASSETS	$	805,903,394
Net assets were comprised of:
Paid in capital	$	2,262,562,366
Accumulated undistributed net investment income		816,261
Accumulated net realized loss		(1,161,754,800	)
Unrealized depreciation on investments and foreign currency translations		(295,720,433	)
Net assets	$	805,903,394
Class A
Net asset value, offering and redemption price per share, $690,098,050 / 40,518,221 shares outstanding (unlimited amount authorized: $0.001 par value)	$	17.03
Class B
Net asset value, offering and redemption price per share, $115,805,344 / 6,916,689 shares outstanding (unlimited amount authorized: $0.001 par value)	$	16.74

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Dividends (net of $3,364 foreign withholding tax)	$	19,543,340
Interest		2,149,230
Securities lending (net)		2,767,173
Total income		24,459,743
EXPENSES
Investment management fees		13,721,090
Administrative fees		3,451,765
Distribution fees - Class B		453,617
Printing and mailing expenses		243,284
Custodian fees		167,000
Professional fees		92,760
Trustees’ fees		27,203
Miscellaneous		76,886
Gross expenses		18,233,605
Less: Fees paid indirectly		(441,379	)
Net expenses		17,792,226
NET INVESTMENT INCOME		6,667,517
REALIZED AND UNREALIZED GAIN (LOSS)
Realized loss on:
Securities ($7,378,337 of realized loss from affiliates)		(855,669,114	)
Foreign currency transactions		(70,767	)
Net realized loss		(855,739,881	)
Change in unrealized appreciation (depreciation) on:
Securities		(538,991,073	)
Foreign currency translations		410
Net change in unrealized depreciation		(538,990,663	)
NET REALIZED AND UNREALIZED LOSS		(1,394,730,544	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,388,063,027	)

(†) The receivable from affiliate is related to certain adjustments to historic net asset values.

See Notes to Financial Statements.

171

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MULTIMANAGER AGGRESSIVE EQUITY PORTFOLIO

STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income	$	6,667,517		$	3,173,270
Net realized gain (loss) on investments and foreign currency transactions		(855,739,881	)		299,039,484
Net change in unrealized depreciation on investments and foreign currency translations		(538,990,663	)		(7,694,106	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(1,388,063,027	)		294,518,648
DIVIDENDS:
Dividends from net investment income
Class A		(5,592,283	)		(2,642,629	)
Class B		(622,035	)		—
TOTAL DIVIDENDS		(6,214,318	)		(2,642,629	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 22,148,887 and 12,870,045 shares, respectively ]		615,691,400			400,505,013
Capital shares issued in reinvestment of dividends [ 322,194 and 84,486 shares, respectively ]		5,592,283			2,642,629
Capital contribution from affiliate (†)		2,507,112			—
Capital shares repurchased [ (64,122,774) and (11,845,666) shares, respectively ]		(1,284,073,194	)		(362,956,658	)
Total Class A transactions		(660,282,399	)		40,190,984
Class B
Capital shares sold [ 1,414,805 and 1,546,097 shares, respectively ]		34,514,749			47,450,699
Capital shares issued in reinvestment of dividends [ 36,655 and 0 shares, respectively ]		622,035			—
Capital contribution from affiliate (†)		420,718			—
Capital shares repurchased [ (2,284,702) and (3,031,285) shares, respectively ]		(57,780,111	)		(91,377,737	)
Total Class B transactions		(22,222,609	)		(43,927,038	)
NET DECREASE IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		(682,505,008	)		(3,736,054	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		(2,076,782,353	)		288,139,965
NET ASSETS:
Beginning of year		2,882,685,747			2,594,545,782
End of year (a)	$	805,903,394		$	2,882,685,747
(a) Includes accumulated undistributed net investment income of	$	816,261		$	257,588
(†) The capital contribution from affiliate is related to certain adjustments to historic net asset values.

See Notes to Financial Statements.

172

AXA PREMIER VIP TRUST

MULTIMANAGER CORE BOND PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value (Cost $5,037,900,425) (Securities on loan at market value $47,494,100)	$	4,897,677,276
Cash Held as Collateral at Broker		8,847,000
Foreign Cash (Cost $5,970,223)		7,137,413
Foreign Cash Held as Collateral at Broker		212,068
Receivable for forward commitments		977,571,703
Receivable for securities sold		61,878,640
Dividends, interest and other receivables		22,721,168
Receivable from Separate Accounts for Trust shares sold		1,853,102
Variation margin receivable on futures contracts		4,002,970
Unrealized appreciation of forward foreign currency contracts		1,299,728
Other assets		4,168
Total assets		5,983,205,236
LIABILITIES
Overdraft payable		3,561,593
Payable for forward commitments		2,174,633,269
Securities sold short (Proceeds received $185,755,945)		186,474,221
Payable for securities purchased		174,743,678
Payable for return of cash collateral on securities loaned		45,375,442
Investment management fees payable		1,436,424
Unrealized depreciation of forward foreign currency contracts		1,402,730
Payable to Separate Accounts for Trust shares redeemed		824,561
Administrative fees payable		430,522
Distribution fees payable - Class B		190,092
Trustees’ fees payable		35,835
Options written, at value (Premiums received $19,374)		15,525
Accrued expenses		292,966
Total liabilities		2,589,416,858
NET ASSETS	$	3,393,788,378
Net assets were comprised of:
Paid in capital	$	3,536,328,154
Accumulated overdistributed net investment income		(10,785,707	)
Accumulated overdistributed net realized gain		(33,429,503	)
Unrealized depreciation on investments, securities sold short, options written, futures and foreign currency translations		(98,324,566	)
Net assets	$	3,393,788,378
Class A
Net asset value, offering and redemption price per share, $2,481,593,780 / 251,669,602 shares outstanding (unlimited amount authorized: $0.001 par value)	$	9.86
Class B
Net asset value, offering and redemption price per share, $912,194,598 / 92,360,790 shares outstanding (unlimited amount authorized: $0.001 par value)	$	9.88

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Interest	$	171,157,329
Dividends		247,916
Securities lending (net)		146,145
Total income		171,551,390
EXPENSES
Investment management fees		18,670,459
Administrative fees		4,830,732
Distribution fees - Class B		2,175,891
Printing and mailing expenses		616,108
Custodian fees		167,000
Professional fees		113,501
Trustees’ fees		30,178
Miscellaneous		116,820
Gross expenses		26,720,689
Less: Waiver from investment advisor		(264,477	)
Net expenses		26,456,212
NET INVESTMENT INCOME		145,095,178
REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Securities		24,467,473
Securities sold short		1,815,674
Options written		4,172,788
Futures		39,473,008
Foreign currency transactions		(1,372,693	)
Net realized gain		68,556,250
Change in unrealized appreciation (depreciation) on:
Securities		(156,280,826	)
Securities sold short		(854,003	)
Options written		(15,015	)
Futures		19,630,660
Foreign currency translations		1,475,763
Net change in unrealized depreciation		(136,043,421	)
NET REALIZED AND UNREALIZED LOSS		(67,487,171	)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	77,608,007

See Notes to Financial Statements.

173

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MULTIMANAGER CORE BOND PORTFOLIO

STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income	$	145,095,178		$	129,418,760
Net realized gain (loss) on investments, securities sold short, options written, futures and foreign currency transactions		68,556,250			(9,032,907	)
Net change in unrealized appreciation (depreciation) on investments, securities sold short, options written, futures and foreign currency translations		(136,043,421	)		56,125,390
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		77,608,007			176,511,243
DIVIDENDS AND DISTRIBUTIONS:
Dividends from net investment income
Class A		(120,047,277	)		(92,059,665	)
Class B		(41,697,405	)		(33,917,052	)
		(161,744,682	)		(125,976,717	)
Distributions from net realized capital gains
Class A		(67,622,982	)		—
Class B		(24,943,903	)		—
		(92,566,885	)		—
TOTAL DIVIDENDS AND DISTRIBUTIONS		(254,311,567	)		(125,976,717	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 78,463,696 and 32,923,745 shares, respectively ]		805,019,693			335,428,782
Capital shares issued in reinvestment of dividends and distributions [ 18,707,632 and 9,065,854 shares, respectively ]		187,670,259			92,059,665
Capital shares repurchased [ (46,636,439) and (28,138,218) shares, respectively ]		(467,681,701	)		(284,512,063	)
Total Class A transactions		525,008,251			142,976,384
Class B
Capital shares sold [ 27,264,855 and 16,321,752 shares, respectively ]		278,132,675			166,105,786
Capital shares issued in reinvestment of dividends and distributions [ 6,632,030 and 3,343,916 shares, respectively ]		66,641,308			33,917,052
Capital shares repurchased [ (21,339,123) and (20,777,420) shares, respectively ]		(217,710,586	)		(211,694,160	)
Total Class B transactions		127,063,397			(11,671,322	)
NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		652,071,648			131,305,062
TOTAL INCREASE IN NET ASSETS		475,368,088			181,839,588
NET ASSETS:
Beginning of year		2,918,420,290			2,736,580,702
End of year (a)	$	3,393,788,378		$	2,918,420,290
(a) Includes accumulated undistributed (overdistributed) net investment income of	$	(10,785,707	)	$	867,297

See Notes to Financial Statements.

174

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MULTIMANAGER HEALTH CARE PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value (Cost $406,316,855) (Securities on loan at market value $34,486,541)	$	349,594,133
Foreign Cash (Cost $87,064)		18,881
Receivable for securities sold		5,527,180
Dividends, interest and other receivables		465,100
Receivable from Separate Accounts for Trust shares sold		325,471
Unrealized appreciation of forward foreign currency contracts		152,069
Other assets		685
Total assets		356,083,519
LIABILITIES
Payable for return of cash collateral on securities loaned		34,687,095
Payable for securities purchased		2,476,746
Investment management fees payable		307,951
Payable to Separate Accounts for Trust shares redeemed		285,714
Distribution fees payable - Class B		62,872
Administrative fees payable		50,352
Unrealized depreciation of forward foreign currency contracts		535,904
Trustees’ fees payable		5,409
Accrued expenses		75,077
Total liabilities		38,487,120
NET ASSETS	$	317,596,399
Net assets were comprised of:
Paid in capital	$	400,536,173
Accumulated undistributed net investment income		28,809
Accumulated overdistributed net realized gain		(25,803,519	)
Unrealized depreciation on investments and foreign currency translations		(57,165,064	)
Net assets	$	317,596,399
Class A
Net asset value, offering and redemption price per share, $6,397,443 / 792,029 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.08
Class B
Net asset value, offering and redemption price per share, $311,198,956 / 39,322,098 shares outstanding (unlimited amount authorized: $0.001 par value)	$	7.91

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Dividends (net of $137,502 foreign withholding tax)	$	4,123,222
Interest		351,755
Securities lending (net)		216,050
Total income		4,691,027
EXPENSES
Investment management fees		4,679,166
Distribution fees - Class B		938,195
Administrative fees		708,300
Custodian fees		90,000
Printing and mailing expenses		65,827
Professional fees		65,692
Trustees’ fees		4,127
Miscellaneous		24,930
Gross expenses		6,576,237
Less : Fees paid indirectly		(70,991	)
Net expenses		6,505,246
NET INVESTMENT LOSS		(1,814,219	)
REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Securities		(19,003,362	)
Options written		(5,528	)
Foreign currency transactions		630,720
Net realized loss		(18,378,170	)
Change in unrealized depreciation on:
Securities		(98,549,048	)
Foreign currency translations		(534,398	)
Net change in unrealized depreciation		(99,083,446	)
NET REALIZED AND UNREALIZED LOSS		(117,461,616	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(119,275,835	)

See Notes to Financial Statements.

175

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MULTIMANAGER HEALTH CARE PORTFOLIO

STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment loss	$	(1,814,219	)	$	(3,004,995	)
Net realized gain (loss) on investments, options written and foreign currency transactions		(18,378,170	)		36,523,337
Net change in unrealized appreciation (depreciation) on investments and foreign currency translations		(99,083,446	)		1,773,759
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(119,275,835	)		35,292,101
DISTRIBUTIONS:
Distributions from net realized capital gains
Class A		(181,157	)		(1,369,320	)
Class B		(4,416,351	)		(31,620,263	)
TOTAL DISTRIBUTIONS		(4,597,508	)		(32,989,583	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 470,368 and 388,461 shares, respectively ]		4,858,163			4,521,255
Capital shares issued in reinvestment of distributions [ 17,408 and 123,507 shares, respectively ]		181,157			1,369,320
Capital shares repurchased [ (1,344,906) and (386,020) shares, respectively ]		(13,332,862	)		(4,505,084	)
Total Class A transactions		(8,293,542	)		1,385,491
Class B
Capital shares sold [ 11,176,790 and 7,373,915 shares, respectively ]		109,308,874			84,485,159
Capital shares issued in reinvestment of distributions [ 432,734 and 2,902,285 shares, respectively ]		4,416,351			31,620,263
Capital shares repurchased [ (10,283,981) and (7,336,126) shares, respectively ]		(98,220,063	)		(83,792,191	)
Total Class B transactions		15,505,162			32,313,231
NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		7,211,620			33,698,722
TOTAL INCREASE (DECREASE) IN NET ASSETS		(116,661,723	)		36,001,240
NET ASSETS:
Beginning of year		434,258,122			398,256,882
End of year (a)	$	317,596,399		$	434,258,122
(a) Includes accumulated undistributed (overdistributed) net investment income of	$	28,809		$	(86,572	)

See Notes to Financial Statements.

176

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MULTIMANAGER HIGH YIELD PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value (Cost $1,893,424,752) (Securities on loan at market value $92,031,746)	$	1,365,337,214
Foreign Cash (Cost $4,045,969)		4,409,952
Cash Held as Collateral at Broker		737,800
Foreign Cash Held at Broker as Collateral		15,224
Receivable for forward commitments		147,321,752
Dividends, interest and other receivables		33,936,383
Receivable for securities sold		13,093,486
Unrealized appreciation of forward foreign currency contracts		1,097,286
Receivable from Separate Accounts for Trust shares sold		605,140
Other assets		4,197
Total assets		1,566,558,434
LIABILITIES
Overdraft payable		1,115,918
Payable for forward commitments		145,047,267
Payable for return of cash collateral on securities loaned		97,742,000
Payable for securities purchased		11,840,689
Unrealized depreciation of forward foreign currency contracts		2,992,243
Payable to Separate Accounts for Trust shares redeemed		1,006,161
Investment management fees payable		613,578
Administrative fees payable		166,228
Distribution fees payable - Class B		125,366
Trustees’ fees payable		29,002
Variation margin payable on futures contracts		28,276
Accrued expenses		93,040
Total liabilities		260,799,768
NET ASSETS	$	1,305,758,666
Net assets were comprised of:
Paid in capital	$	2,179,714,603
Accumulated overdistributed net investment income		(1,929,049	)
Accumulated net realized loss		(346,241,096	)
Unrealized depreciation on investments, futures and foreign currency translations		(525,785,792	)
Net assets	$	1,305,758,666
Class A
Net asset value, offering and redemption price per share, $682,451,285 / 191,444,716 shares outstanding (unlimited amount authorized: $0.001 par value)	$	3.56
Class B
Net asset value, offering and redemption price per share, $623,307,381 / 175,737,869 shares outstanding (unlimited amount authorized: $0.001 par value)	$	3.55

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Interest	$	162,008,518
Dividends		865,976
Securities lending (net)		1,013,001
Total income		163,887,495
EXPENSES
Investment management fees		9,911,263
Administrative fees		2,614,401
Distribution fees - Class B		2,147,429
Printing and mailing expenses		278,329
Custodian fees		124,000
Professional fees		72,820
Trustees’ fees		18,110
Miscellaneous		41,669
Total expenses		15,208,021
NET INVESTMENT INCOME		148,679,474
REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Securities		(117,730,784	)
Options written		206,130
Futures		(7,519	)
Foreign currency transactions		2,687,899
Net realized loss		(114,844,274	)
Change in unrealized appreciation (depreciation) on:
Securities		(464,193,391	)
Futures		2,841,997
Foreign currency translations		(838,266	)
Net change in unrealized depreciation		(462,189,660	)
NET REALIZED AND UNREALIZED LOSS		(577,033,934	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(428,354,460	)

See Notes to Financial Statements.

177

AXA PREMIER VIP TRUST

MULTIMANAGER HIGH YIELD PORTFOLIO

STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income	$	148,679,474		$	151,046,438
Net realized gain (loss) on investments, options written, futures and foreign currency transactions		(114,844,274	)		9,799,349
Net change in unrealized depreciation on investments, futures and foreign currency translations		(462,189,660	)		(99,380,216	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(428,354,460	)		61,465,571
DIVIDENDS:
Dividends from net investment income
Class A		(82,876,638	)		(69,446,852	)
Class B		(74,414,047	)		(78,894,181	)
TOTAL DIVIDENDS		(157,290,685	)		(148,341,033	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 46,279,901 and 35,661,526 shares, respectively ]		231,958,242			204,940,445
Capital shares issued in reinvestment of dividends [ 24,707,354 and 13,019,884 shares, respectively ]		82,876,638			69,446,852
Capital shares repurchased [ (45,699,159) and (34,920,799) shares, respectively ]		(215,969,049	)		(200,430,567	)
Total Class A transactions		98,865,831			73,956,730
Class B
Capital shares sold [ 13,491,804 and 29,486,508 shares, respectively ]		64,048,592			168,775,032
Capital shares issued in reinvestment of dividends [ 22,288,111 and 14,869,781 shares, respectively ]		74,414,047			78,894,181
Capital shares repurchased [ (54,694,517) and (47,081,271) shares, respectively ]		(268,514,678	)		(268,597,434	)
Total Class B transactions		(130,052,039	)		(20,928,221	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		(31,186,208	)		53,028,509
TOTAL DECREASE IN NET ASSETS		(616,831,353	)		(33,846,953	)
NET ASSETS:
Beginning of year		1,922,590,019			1,956,436,972
End of year (a)	$	1,305,758,666		$	1,922,590,019
(a) Includes accumulated undistributed (overdistributed) net investment income of	$	(1,929,049	)	$	2,383,547

See Notes to Financial Statements.

178

AXA PREMIER VIP TRUST

MULTIMANAGER INTERNATIONAL EQUITY PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value (Cost $2,941,689,452) (Securities on loan at market value $239,296,892)	$	2,148,224,831
Cash		19,261,923
Foreign Cash (Cost $10,844,475)		10,714,539
Cash Held as Collateral at Broker		415,589
Foreign Cash Held as Collateral at Broker		557,705
Dividends, interest and other receivables		3,738,287
Receivable for securities sold		2,796,882
Receivable from Separate Accounts for Trust shares sold		584,146
Other assets		2,606
Total assets		2,186,296,508
LIABILITIES
Payable for return of cash collateral on securities loaned		255,508,900
Payable for securities purchased		10,330,140
Investment management fees payable		1,567,788
Unrealized depreciation of forward foreign currency contracts		890,503
Administrative fees payable		242,506
Payable to Separate Accounts for Trust shares redeemed		95,680
Distribution fees payable - Class B		94,156
Trustees’ fees payable		33,020
Accrued expenses		678,010
Total liabilities		269,440,703
NET ASSETS	$	1,916,855,805
Net assets were comprised of:
Paid in capital	$	3,027,743,016
Accumulated undistributed net investment income		1,908,988
Accumulated overdistributed net realized gain		(318,264,626	)
Unrealized depreciation on investments, futures, and foreign currency translations		(794,531,573	)
Net assets	$	1,916,855,805
Class A
Net asset value, offering and redemption price per share, $1,448,943,285 / 174,682,899 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.29
Class B
Net asset value, offering and redemption price per share, $467,912,520 / 56,517,224 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.28

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Dividends (net of $8,870,960 foreign withholding tax)	$	82,009,008
Interest		1,560,214
Securities lending (net)		3,881,034
Total income		87,450,256
EXPENSES
Investment management fees		25,591,653
Administrative fees		3,843,002
Distribution fees - Class B		1,796,547
Custodian fees		1,590,000
Printing and mailing expenses		366,453
Professional fees		97,554
Trustees’ fees		28,392
Miscellaneous		81,199
Gross expenses		33,394,800
Less: Fees paid indirectly		(4,486	)
Net expenses		33,390,314
NET INVESTMENT INCOME		54,059,942
REALIZED AND UNREALIZED LOSS
Realized loss on:
Securities		(312,712,944	)
Futures		(2,639,740	)
Foreign currency transactions		(2,864,306	)
Net realized loss		(318,216,990	)
Change in unrealized depreciation on:
Securities		(1,229,847,052	)
Futures		(147,987	)
Foreign currency translations		(1,185,159	)
Net change in unrealized depreciation		(1,231,180,198	)
NET REALIZED AND UNREALIZED LOSS		(1,549,397,188	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,495,337,246	)

See Notes to Financial Statements.

179

AXA PREMIER VIP TRUST

MULTIMANAGER INTERNATIONAL EQUITY PORTFOLIO

STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income	$	54,059,942		$	31,828,637
Net realized gain (loss) on investments and foreign currency transactions		(318,216,990	)		193,023,484
Net change in unrealized appreciation (depreciation) on investments, futures, and foreign currency translations		(1,231,180,198	)		76,829,806
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(1,495,337,246	)		301,681,927
DIVIDENDS AND DISTRIBUTIONS:
Dividends from net investment income
Class A		(37,729,523	)		(20,142,793	)
Class B		(11,217,728	)		(6,143,148	)
		(48,947,251	)		(26,285,941	)
Distributions from net realized capital gains
Class A		(33,799,999	)		(119,932,885	)
Class B		(13,736,009	)		(50,613,639	)
		(47,536,008	)		(170,546,524	)
TOTAL DIVIDENDS AND DISTRIBUTIONS		(96,483,259	)		(196,832,465	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 47,952,557 and 40,414,171 shares, respectively ]		513,161,328			673,036,589
Capital shares issued in reinvestment of dividends and distributions [ 6,870,354 and 8,815,526 shares, respectively ]		71,529,522			140,075,678
Capital shares repurchased [ (14,029,381) and (2,380,763) shares, respectively ]		(190,017,100	)		(39,646,603	)
Total Class A transactions		394,673,750			773,465,664
Class B
Capital shares sold [ 12,372,256 and 14,770,972 shares, respectively ]		161,484,401			243,588,578
Capital shares issued in reinvestment of dividends and distributions [ 2,309,136 and 3,576,266 shares, respectively ]		24,953,737			56,756,787
Capital shares repurchased [ (13,537,669) and (12,196,701) shares, respectively ]		(171,337,925	)		(201,869,162	)
Total Class B transactions		15,100,213			98,476,203
NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		409,773,963			871,941,867
TOTAL INCREASE (DECREASE) IN NET ASSETS		(1,182,046,542	)		976,791,329
NET ASSETS:
Beginning of year		3,098,902,347			2,122,111,018
End of year (a)	$	1,916,855,805		$	3,098,902,347
(a) Includes accumulated undistributed (overdistributed) net investment income of	$	1,908,988		$	(328,305	)

See Notes to Financial Statements.

180

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MULTIMANAGER LARGE CAP CORE EQUITY PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value (Cost $1,259,510,949) (Securities on loan at market value $89,119,310)	$	967,181,429
Foreign Cash (Cost $690)		537
Receivable for securities sold		2,172,152
Dividends, interest and other receivables		1,738,533
Receivable from Separate Accounts for Trust shares sold		567,172
Other assets		900
Total assets		971,660,723
LIABILITIES
Payable for return of cash collateral on securities loaned		89,709,925
Investment management fees payable		635,392
Payable for securities purchased		204,918
Administrative fees payable		118,381
Payable to Separate Accounts for Trust shares redeemed		68,981
Distribution fees payable - Class B		23,548
Trustees’ fees payable		11,909
Accrued expenses		53,016
Total liabilities		90,826,070
NET ASSETS	$	880,834,653
Net assets were comprised of:
Paid in capital	$	1,331,524,788
Accumulated overdistributed net investment income		(36,962	)
Accumulated overdistributed net realized gain		(158,322,896	)
Unrealized depreciation on investments and foreign currency translations		(292,330,277	)
Net assets	$	880,834,653
Class A
Net asset value, offering and redemption price per share, $764,480,921 / 109,506,471 shares outstanding (unlimited amount authorized: $0.001 par value)	$	6.98
Class B
Net asset value, offering and redemption price per share, $116,353,732 / 16,661,957 shares outstanding (unlimited amount authorized: $0.001 par value)	$	6.98

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Dividends (net of $171,074 foreign withholding tax)	$	17,752,809
Interest		1,108,441
Securities lending (net)		736,283
Total income		19,597,533
EXPENSES
Investment management fees		8,931,915
Administrative fees		1,607,707
Distribution fees - Class B		416,449
Printing and mailing expenses		164,466
Recoupment fees		152,039
Professional fees		74,973
Custodian fees		60,000
Trustees’ fees		10,606
Miscellaneous		32,549
Gross expenses		11,450,704
Less: Fees paid indirectly		(64,023	)
Net expenses		11,386,681
NET INVESTMENT INCOME		8,210,852
REALIZED AND UNREALIZED LOSS
Realized loss on:
Securities		(152,650,322	)
Foreign currency transactions		(75,878	)
Net realized loss		(152,726,200	)
Change in unrealized depreciation on:
Securities		(362,656,250	)
Foreign currency translations		(794	)
Net change in unrealized depreciation		(362,657,044	)
NET REALIZED AND UNREALIZED LOSS		(515,383,244	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(507,172,392	)

See Notes to Financial Statements.

181

AXA PREMIER VIP TRUST

MULTIMANAGER LARGE CAP CORE EQUITY PORTFOLIO

STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income	$	8,210,852		$	6,512,231
Net realized gain (loss) on investments and foreign currency transactions		(152,726,200	)		53,140,420
Net change in unrealized depreciation on investments and foreign currency translations		(362,657,044	)		(18,341,744	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(507,172,392	)		41,310,907
DIVIDENDS AND DISTRIBUTIONS:
Dividends from net investment income
Class A		(7,535,645	)		(5,469,603	)
Class B		(867,135	)		(881,387	)
		(8,402,780	)		(6,350,990	)
Distributions from net realized capital gains
Class A		(2,063,806	)		(53,799,639	)
Class B		(364,847	)		(14,317,335	)
		(2,428,653	)		(68,116,974	)
TOTAL DIVIDENDS AND DISTRIBUTIONS		(10,831,433	)		(74,467,964	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 39,980,981 and 20,732,724 shares, respectively ]		385,557,896			259,550,553
Capital shares issued in reinvestment of dividends and distributions [ 1,290,637 and 5,096,178 shares, respectively ]		9,599,451			59,269,242
Capital shares repurchased [ (3,977,623) and (3,634,586) shares, respectively ]		(36,109,296	)		(46,536,011	)
Total Class A transactions		359,048,051			272,283,784
Class B
Capital shares sold [ 3,846,811 and 4,229,101 shares, respectively ]		36,151,719			52,944,114
Capital shares issued in reinvestment of dividends and distributions [ 160,975 and 1,304,411 shares, respectively ]		1,231,982			15,198,722
Capital shares repurchased [ (5,810,314) and (4,485,255) shares, respectively ]		(55,192,133	)		(56,034,483	)
Total Class B transactions		(17,808,432	)		12,108,353
NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		341,239,619			284,392,137
TOTAL INCREASE (DECREASE) IN NET ASSETS		(176,764,206	)		251,235,080
NET ASSETS:
Beginning of year		1,057,598,859			806,363,779
End of year (a)	$	880,834,653		$	1,057,598,859
(a) Includes accumulated undistributed (overdistributed) net investment income of	$	(36,962	)	$	126,803

See Notes to Financial Statements.

182

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MULTIMANAGER LARGE CAP GROWTH PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value (Cost $282,617,649) (Securities on loan at market value $11,530,349)	$	221,555,056
Cash		1,227,337
Receivable for securities sold		325,175
Dividends, interest and other receivables		214,926
Receivable from Separate Accounts for Trust shares sold		95,356
Other assets		739
Total assets		223,418,589
LIABILITIES
Payable for return of cash collateral on securities loaned		11,904,714
Payable for securities purchased		1,289,678
Payable to Separate Accounts for Trust shares redeemed		137,742
Investment management fees payable		124,838
Distribution fees payable - Class B		41,267
Administrative fees payable		37,465
Trustees’ fees payable		5,453
Accrued expenses		8,099
Total liabilities		13,549,256
NET ASSETS	$	209,869,333
Net assets were comprised of:
Paid in capital	$	326,208,782
Accumulated net investment loss		(10,144	)
Accumulated overdistributed net realized gain		(55,266,712	)
Unrealized depreciation on investments		(61,062,593	)
Net assets	$	209,869,333
Class A
Net asset value, offering and redemption price per share, $6,822,650 / 1,268,350 shares outstanding (unlimited amount authorized: $0.001 par value)	$	5.38
Class B
Net asset value, offering and redemption price per share, $203,046,683 / 38,464,268 shares outstanding (unlimited amount authorized: $0.001 par value)	$	5.28

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Dividends (net of $4,925 foreign withholding tax)	$	2,298,803
Interest		149,471
Securities lending (net)		74,472
Total income		2,522,746
EXPENSES
Investment management fees		2,958,847
Distribution fees - Class B		773,956
Administrative fees		618,782
Professional fees		64,429
Printing and mailing expenses		48,861
Custodian fees		41,500
Trustees’ fees		3,785
Miscellaneous		16,469
Gross expenses		4,526,629
Less: Waiver from investment manager		(140,289	)
Fees paid indirectly		(294,456	)
Net expenses		4,091,884
NET INVESTMENT LOSS		(1,569,138	)
REALIZED AND UNREALIZED LOSS
Net realized loss on securities		(51,658,403	)
Net change in unrealized depreciation on securities		(126,987,521	)
NET REALIZED AND UNREALIZED LOSS		(178,645,924	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(180,215,062	)

STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment loss	$	(1,569,138	)	$	(1,155,992	)
Net realized gain (loss) on investments		(51,658,403	)		43,921,908
Net change in unrealized depreciation on investments		(126,987,521	)		(739,037	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(180,215,062	)		42,026,879
DISTRIBUTIONS:
Distributions from net realized capital gains
Class A		(3,344	)		(2,874,715	)
Class B		(50,652	)		(44,364,657	)
TOTAL DISTRIBUTIONS		(53,996	)		(47,239,372	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 1,017,658 and 717,861 shares, respectively ]		8,794,907			7,716,030
Capital shares issued in reinvestment of distributions [ 379 and 297,847 shares, respectively ]		3,344			2,874,715
Capital shares repurchased [ (2,389,119) and (495,964) shares, respectively ]		(18,558,572	)		(5,219,771	)
Total Class A transactions		(9,760,321	)		5,370,974
Class B
Capital shares sold [ 7,724,754 and 7,331,682 shares, respectively ]		58,553,655			76,906,394
Capital shares issued in reinvestment of distributions [ 5,863 and 4,675,077 shares, respectively ]		50,652			44,364,657
Capital shares repurchased [ (9,741,861) and (9,448,777) shares, respectively ]		(76,008,976	)		(97,883,503	)
Total Class B transactions		(17,404,669	)		23,387,548
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		(27,164,990	)		28,758,522
TOTAL INCREASE (DECREASE) IN NET ASSETS		(207,434,048	)		23,546,029
NET ASSETS:
Beginning of year		417,303,381			393,757,352
End of year (a)	$	209,869,333		$	417,303,381
(a) Includes accumulated net investment loss of	$	(10,144	)	$	(10,548	)

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value (Cost $2,307,823,088) (Securities on loan at market value $104,703,130)	$	1,728,276,652
Receivable for securities sold		10,804,367
Dividends, interest and other receivables		3,926,321
Receivable from Separate Accounts for Trust shares sold		1,089,662
Other assets		1,857
Total assets		1,744,098,859
LIABILITIES
Payable for return of cash collateral on securities loaned		104,989,111
Payable for securities purchased		16,593,561
Investment management fees payable		1,142,277
Payable to Separate Accounts for Trust shares redeemed		358,050
Administrative fees payable		207,833
Distribution fees payable - Class B		89,318
Trustees’ fees payable		23,420
Accrued expenses		145,874
Total liabilities		123,549,444
NET ASSETS	$	1,620,549,415
Net assets were comprised of:
Paid in capital	$	2,492,088,905
Accumulated overdistributed net investment income		(20,523	)
Accumulated overdistributed net realized gain		(291,979,582	)
Unrealized depreciation on investments and foreign currency translations		(579,539,385	)
Net assets	$	1,620,549,415
Class A
Net asset value, offering and redemption price per share, $1,180,737,913 / 163,713,056 shares outstanding (unlimited amount authorized: $0.001 par value)	$	7.21
Class B
Net asset value, offering and redemption price per share, $439,811,502 / 60,969,062 shares outstanding (unlimited amount authorized: $0.001 par value)	$	7.21

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Dividends (net of $107,488 foreign withholding tax)	$	53,767,816
Interest		849,379
Securities lending (net)		610,474
Total income		55,227,669
EXPENSES
Investment management fees		16,896,554
Administrative fees		2,983,660
Distribution fees - Class B		1,503,952
Printing and mailing expenses		310,390
Custodian fees		121,000
Professional fees		89,363
Trustees’ fees		20,579
Miscellaneous		55,582
Gross expenses		21,981,080
Less: Fees paid indirectly		(439,971	)
Net expenses		21,541,109
NET INVESTMENT INCOME		33,686,560
REALIZED AND UNREALIZED GAIN (LOSS)
Realized loss on:
Securities		(286,881,371	)
Foreign currency transactions		(36,022	)
Net realized loss		(286,917,393	)
Change in unrealized appreciation (depreciation) on:
Securities		(639,403,518	)
Foreign currency translations		684
Net change in unrealized depreciation		(639,402,834	)
NET REALIZED AND UNREALIZED LOSS		(926,320,227	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(892,633,667	)

See Notes to Financial Statements.

184

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STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income	$	33,686,560		$	24,313,273
Net realized gain (loss) on investments and foreign currency transactions		(286,917,393	)		182,067,483
Net change in unrealized depreciation on investments and foreign currency translations		(639,402,834	)		(145,722,757	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(892,633,667	)		60,657,999
DIVIDENDS AND DISTRIBUTIONS:
Dividends from net investment income
Class A		(25,468,370	)		(16,324,347	)
Class B		(8,457,415	)		(7,910,661	)
		(33,925,785	)		(24,235,008	)
Distributions from net realized capital gains
Class A		(3,399,561	)		(121,085,914	)
Class B		(1,455,238	)		(72,851,732	)
		(4,854,799	)		(193,937,646	)
TOTAL DIVIDENDS AND DISTRIBUTIONS		(38,780,584	)		(218,172,654	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 62,027,988 and 29,275,591 shares, respectively ]		632,740,276			391,542,225
Capital shares issued in reinvestment of dividends and distributions [ 3,898,398 and 11,708,646 shares, respectively ]		28,867,931			137,410,261
Capital shares repurchased [ (5,703,677) and (8,787,423) shares, respectively ]		(52,081,556	)		(121,420,874	)
Total Class A transactions		609,526,651			407,531,612
Class B
Capital shares sold [ 13,961,284 and 12,781,555 shares, respectively ]		139,480,412			170,912,150
Capital shares issued in reinvestment of dividends and distributions [ 1,326,728 and 6,872,492 shares, respectively ]		9,912,653			80,762,393
Capital shares repurchased [ (15,235,176) and (13,487,158) shares, respectively ]		(145,462,697	)		(179,967,965	)
Total Class B transactions		3,930,368			71,706,578
NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		613,457,019			479,238,190
TOTAL INCREASE (DECREASE) IN NET ASSETS		(317,957,232	)		321,723,535
NET ASSETS:
Beginning of year		1,938,506,647			1,616,783,112
End of year (a)	$	1,620,549,415		$	1,938,506,647
(a) Includes accumulated distributed (overdistributed) net investment income of	$	(20,523	)	$	60,046

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value (Cost $641,674,616) (Securities on loan at market value $112,865,170)	$	490,433,936
Repurchase Agreement (Amortized cost $64,766,512)		64,766,512
Cash		297,708
Receivable for securities sold		3,264,658
Receivable from Separate Accounts for Trust shares sold		321,328
Dividends, interest and other receivables		154,734
Other assets		1,569
Total assets		559,240,445
LIABILITIES
Payable for return of cash collateral on securities loaned		112,367,579
Payable for securities purchased		6,504,889
Investment management fees payable		388,372
Payable to Separate Accounts for Trust shares redeemed		194,769
Administrative fees payable		64,413
Distribution fees payable - Class B		57,391
Trustees’ fees payable		10,980
Accrued expenses		81,830
Total liabilities		119,670,223
NET ASSETS	$	439,570,222
Net assets were comprised of:
Paid in capital	$	671,325,988
Accumulated net investment loss		(13,351	)
Accumulated overdistributed net realized gain		(80,501,882	)
Unrealized depreciation on investments and foreign currency translations		(151,240,533	)
Net assets	$	439,570,222
Class A
Net asset value, offering and redemption price per share, $151,539,012 / 29,678,233 shares outstanding (unlimited amount authorized: $0.001 par value)	$	5.11
Class B
Net asset value, offering and redemption price per share, $288,031,210 / 57,718,126 shares outstanding (unlimited amount authorized: $0.001 par value)	$	4.99

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Dividends	$	2,503,666
Interest		298,820
Securities lending (net)		1,883,815
Total income		4,686,301
EXPENSES
Investment management fees		7,296,911
Administrative fees		1,106,651
Distribution fees - Class B		1,069,501
Custodian fees		117,000
Printing and mailing expenses		95,682
Professional fees		69,002
Trustees’ fees		7,554
Miscellaneous		23,104
Gross expenses		9,785,405
Less: Fees paid indirectly		(710,043	)
Net expenses		9,075,362
NET INVESTMENT LOSS		(4,389,061	)
REALIZED AND UNREALIZED GAIN (LOSS)
Realized loss on:
Securities		(76,914,657	)
Foreign currency transactions		(37,318	)
Net realized loss		(76,951,975	)
Change in unrealized appreciation (depreciation) on:
Securities		(268,837,943	)
Foreign currency translations		147
Net change in unrealized depreciation		(268,837,796	)
NET REALIZED AND UNREALIZED LOSS		(345,789,771	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(350,178,832	)

See Notes to Financial Statements.

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STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment loss	$	(4,389,061	)	$	(6,754,809	)
Net realized gain (loss) on investments and foreign currency transactions		(76,951,975	)		87,200,572
Net change in unrealized appreciation (depreciation) on investments and foreign currency translations		(268,837,796	)		7,561,638
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(350,178,832	)		88,007,401
DISTRIBUTIONS:
Distributions from net realized capital gains
Class A		(2,516,275	)		(28,110,709	)
Class B		(4,656,218	)		(55,110,513	)
TOTAL DISTRIBUTIONS		(7,172,493	)		(83,221,222	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 4,893,136 and 10,049,446 shares, respectively ]		37,042,881			99,700,680
Capital shares issued in reinvestment of distributions [ 317,947 and 3,171,593 shares, respectively ]		2,516,275			28,110,709
Capital shares repurchased [ (8,745,164) and (5,513,389) shares, respectively ]		(68,166,773	)		(52,429,736	)
Total Class A transactions		(28,607,617	)		75,381,653
Class B
Capital shares sold [ 7,796,683 and 6,989,574 shares, respectively ]		55,365,033			67,277,400
Capital shares issued in reinvestment of distributions [ 601,367 and 6,322,799 shares, respectively ]		4,656,218			55,110,513
Capital shares repurchased [ (12,662,453) and (12,357,865) shares, respectively ]		(92,186,358	)		(118,585,178	)
Total Class B transactions		(32,165,107	)		3,802,735
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		(60,772,724	)		79,184,388
TOTAL INCREASE (DECREASE) IN NET ASSETS		(418,124,049	)		83,970,567
NET ASSETS:
Beginning of year		857,694,271			773,723,704
End of year (a)	$	439,570,222		$	857,694,271
(a) Includes accumulated net investment loss of	$	(13,351	)	$	(17,903	)

See Notes to Financial Statements.

187

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STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value (Cost $882,752,942) (Securities on loan at market value $96,469,912)	$	746,282,204
Cash		102
Foreign Cash (Cost $81)		81
Receivable for securities sold		1,765,177
Dividends, interest and other receivables		1,357,585
Receivable from Separate Accounts for Trust shares sold		161,305
Receivable from investment manager		77,140
Other assets		2,337
Total assets		749,645,931
LIABILITIES
Payable for return of cash collateral on securities loaned		95,976,370
Payable for securities purchased		1,709,911
Payable to Separate Accounts for Trust shares redeemed		711,617
Distribution fees payable - Class B		62,755
Trustees’ fees payable		15,638
Accrued expenses		161,755
Total liabilities		98,638,046
NET ASSETS	$	651,007,885
Net assets were comprised of:
Paid in capital	$	988,891,442
Accumulated undistributed net investment income		1,083,752
Accumulated overdistributed net realized gain		(202,496,571	)
Unrealized depreciation on investments and foreign currency translations		(136,470,738	)
Net assets	$	651,007,885
Class A
Net asset value, offering and redemption price per share, $330,996,454 / 57,364,645 shares outstanding (unlimited amount authorized: $0.001 par value)	$	5.77
Class B
Net asset value, offering and redemption price per share, $320,011,431 / 56,580,224 shares outstanding (unlimited amount authorized: $0.001 par value)	$	5.66

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Dividends (net of $19,927 foreign withholding tax)	$	15,599,500
Interest		540,888
Securities lending (net)		1,221,636
Total income		17,362,024
EXPENSES
Investment management fees		9,812,378
Administrative fees		1,451,477
Distribution fees - Class B		1,081,570
Custodian fees		199,000
Printing and mailing expenses		131,057
Professional fees		72,369
Trustees’ fees		10,204
Miscellaneous		35,076
Gross expenses		12,793,131
Less: Fees paid indirectly		(1,394,526	)
Net expenses		11,398,605
NET INVESTMENT INCOME		5,963,419
REALIZED AND UNREALIZED GAIN (LOSS)
Realized loss on:
Securities		(186,117,639	)
Foreign currency transactions		(24,879	)
Net realized loss		(186,142,518	)
Change in unrealized appreciation (depreciation) on:
Securities		(189,504,985	)
Foreign currency translations		26
Net change in unrealized depreciation		(189,504,959	)
NET REALIZED AND UNREALIZED LOSS		(375,647,477	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(369,684,058	)

See Notes to Financial Statements.

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STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income	$	5,963,419		$	343,869
Net realized gain (loss) on investments and foreign currency transactions		(186,142,518	)		81,462,344
Net change in unrealized depreciation on investments and foreign currency translations		(189,504,959	)		(88,534,639	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS		(369,684,058	)		(6,728,426	)
DIVIDENDS AND DISTRIBUTIONS:
Dividends from net investment income
Class A		(2,845,283	)		—
Class B		(1,974,190	)		—
		(4,819,473	)		—
Distributions from net realized capital gains
Class A		(6,355,612	)		(45,707,191	)
Class B		(5,603,113	)		(47,970,841	)
		(11,958,725	)		(93,678,032	)
TOTAL DIVIDENDS AND DISTRIBUTIONS		(16,778,198	)		(93,678,032	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 7,719,084 and 17,872,003 shares, respectively ]		62,116,295			192,444,922
Capital shares issued in reinvestment of dividends and distributions [ 1,273,135 and 4,988,611 shares, respectively ]		9,200,895			45,707,191
Capital shares repurchased [ (9,937,043) and (3,252,579) shares, respectively ]		(80,277,882	)		(33,707,596	)
Total Class A transactions		(8,960,692	)		204,444,517
Class B
Capital shares sold [ 10,362,685 and 8,667,369 shares, respectively ]		76,774,572			89,994,620
Capital shares issued in reinvestment of dividends and distributions [ 1,048,960 and 5,326,225 shares, respectively ]		7,577,303			47,970,841
Capital shares repurchased [ (14,752,271) and (14,840,150) shares, respectively ]		(113,657,374	)		(154,081,066	)
Total Class B transactions		(29,305,499	)		(16,115,605	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		(38,266,191	)		188,328,912
TOTAL INCREASE (DECREASE) IN NET ASSETS		(424,728,447	)		87,922,454
NET ASSETS:
Beginning of year		1,075,736,332			987,813,878
End of year (a)	$	651,007,885		$	1,075,736,332
(a) Includes accumulated undistributed net investment income of	$	1,083,752		$	406,321

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value (Cost $807,542,015) (Securities on loan at market value $160,107,837)	$	638,465,530
Repurchase Agreement
(Amortized Cost $106,905,214)		106,905,214
Receivable for securities sold		3,431,799
Receivable from Separate Accounts for Trust shares sold		980,419
Dividends, interest and other receivables		155,470
Other assets		233
Total assets		749,938,665
LIABILITIES
Overdraft payable		499,484
Payable for return of cash collateral on securities loaned		159,885,272
Payable for securities purchased		13,025,857
Investment management fees payable		473,645
Payable to Separate Accounts for Trust shares redeemed		160,945
Administrative fees payable		78,773
Distribution fees payable - Class B		40,980
Trustees’ fees payable		727
Accrued expenses		200,817
Total liabilities		174,366,500
NET ASSETS	$	575,572,165
Net assets were comprised of:
Paid in capital	$	889,634,444
Accumulated net investment loss		(3,307	)
Accumulated net realized loss		(144,982,487	)
Unrealized depreciation on investments		(169,076,485	)
Net assets	$	575,572,165
Class A*
Net asset value, offering and redemption price per share, $367,823,062 / 71,361,153 shares outstanding (unlimited amount authorized: $0.001 par value)	$	5.15
Class B
Net asset value, offering and redemption price per share, $207,749,103 / 40,458,571 shares outstanding (unlimited amount authorized: $0.001 par value)	$	5.13

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Dividends (net of $7,614 foreign withholding tax)	$	2,103,607
Interest		415,152
Securities lending (net)		1,260,168
Total income		3,778,927
EXPENSES
Investment management fees		6,113,599
Administrative fees		979,285
Distribution fees - Class B		731,326
Custodian fees		145,000
Printing and mailing expenses		102,813
Professional fees		42,340
Recoupment fees		21,948
Trustees’ fees		6,340
Miscellaneous		18,842
Gross expenses		8,161,493
Less: Fees paid indirectly		(289,550	)
Net expenses		7,871,943
NET INVESTMENT LOSS		(4,093,016	)
REALIZED AND UNREALIZED LOSS
Net realized loss on securities		(140,345,864	)
Net change in unrealized depreciation on securities		(174,244,893	)
NET REALIZED AND UNREALIZED LOSS		(314,590,757	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(318,683,773	)

See Notes to Financial Statements.

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STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment loss	$	(4,093,016	)	$	(659,644	)
Net realized gain (loss) on investments		(140,345,864	)		46,877,747
Net change in unrealized depreciation on investments		(174,244,893	)		(47,542,539	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS		(318,683,773	)		(1,324,436	)
DISTRIBUTIONS:
Distributions from net realized capital gains
Class A*		(1,488,507	)		—
Class B		(1,149,052	)		(36,537,518	)
TOTAL DISTRIBUTIONS		(2,637,559	)		(36,537,518	)
CAPITAL SHARES TRANSACTIONS:
Class A*
Capital shares sold [ 73,387,630 and 0 shares, respectively ]		545,258,661			—
Capital shares issued in reinvestment of distributions [ 194,933 and 0 shares, respectively ]		1,488,507			—
Capital shares repurchased [ (2,221,410) and 0 shares, respectively ]		(13,828,734	)		—
Total Class A transactions		532,918,434			—
Class B
Capital shares sold [ 8,185,618 and 8,631,980 shares, respectively ]		55,336,899			87,822,048
Capital shares issued in connection with the substitution [ 0 and 16,003,257 shares, respectively ] (See Note 9)		—			170,425,185
Capital shares issued in reinvestment of distributions [ 150,717 and 4,299,021 shares, respectively ]		1,149,052			36,537,518
Capital shares repurchased [ (11,868,175) and (14,111,222) shares, respectively ]		(84,548,019	)		(142,695,300	)
Total Class B transactions		(28,062,068	)		152,089,451
NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		504,856,366			152,089,451
TOTAL INCREASE IN NET ASSETS		183,535,034			114,227,497
NET ASSETS:
Beginning of year		392,037,131			277,809,634
End of year (a)	$	575,572,165		$	392,037,131
(a) Includes accumulated net investment loss of	$	(3,307	)	$	(1,936	)
* Class A commenced operations on January 22, 2008.

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value: (Securities on loan at market value $78,106,723)     Unaffiliated issuers (Cost $1,185,147,486)	$	816,121,181
Affiliated issuers (Cost $5,121,513)		5,350,000
Receivable for securities sold		11,790,343
Dividends, interest and other receivables		1,125,343
Receivable from Separate Accounts for Trust shares sold		152,304
Total assets		834,539,171
LIABILITIES
Payable for return of cash collateral on securities loaned		78,002,817
Payable for securities purchased		5,893,545
Investment management fees payable		408,165
Distribution fees payable - Class B		358,761
Administrative fees payable		250,014
Payable to Separate Accounts for Trust shares redeemed		189,716
Trustees’ fees payable		9,998
Accrued expenses		125,351
Total liabilities		85,238,367
NET ASSETS	$	749,300,804
Net assets were comprised of:
Paid in capital	$	1,421,893,329
Accumulated undistributed net investment income		52,871
Accumulated overdistributed net realized gain		(303,847,578	)
Unrealized depreciation on investments		(368,797,818	)
Net assets	$	749,300,804
Class A
Net asset value, offering and redemption price per share, $242,715,104 / 35,066,209 shares outstanding (unlimited amount authorized: $0.001 par value)	$	6.92
Class B
Net asset value, offering and redemption price per share, $506,585,700 / 73,128,586 shares outstanding (unlimited amount authorized: $0.001 par value)	$	6.93

STATEMENT OF OPERATIONS

For the Year Ended December 31,2008

INVESTMENT INCOME
Dividends (net of $17,044 foreign withholding tax)	$	16,566,855
Interest		651,563
Securities lending (net)		1,282,787
Total income		18,501,205
EXPENSES
Investment management fees		11,583,604
Distribution fees - Class B		1,882,839
Administrative fees		1,778,888
Printing and mailing expenses		156,410
Custodian fees		128,000
Professional fees		71,751
Trustees’ fees		16,154
Miscellaneous		41,942
Gross expenses		15,659,588
Less: Fees paid indirectly		(636,475	)
Net expenses		15,023,113
NET INVESTMENT INCOME		3,478,092
REALIZED AND UNREALIZED LOSS
Net realized loss on securities ($4,842,680 of realized loss from affiliates)		(296,890,842	)
Net change in unrealized depreciation on securities		(201,580,569	)
NET REALIZED AND UNREALIZED LOSS		(498,471,411	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(494,993,319	)

See Notes to Financial Statements.

192

AXA PREMIER VIP TRUST

MULTIMANAGER SMALL CAP VALUE PORTFOLIO

STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income	$	3,478,092		$	11,104,317
Net realized gain (loss) on investments		(296,890,842	)		98,365,376
Net change in unrealized depreciation on investments		(201,580,569	)		(297,674,545	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS		(494,993,319	)		(188,204,852	)
DIVIDENDS AND DISTRIBUTIONS:
Dividends from net investment income
Class A		(1,454,138	)		(3,839,704	)
Class B		(1,814,260	)		(3,512,727	)
		(3,268,398	)		(7,352,431	)
Distributions from net realized capital gains
Class A		(1,359,535	)		(58,358,622	)
Class B		(3,142,013	)		(91,128,079	)
		(4,501,548	)		(149,486,701	)
TOTAL DIVIDENDS AND DISTRIBUTIONS		(7,769,946	)		(156,839,132	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 2,165,916 and 17,659,173 shares, respectively ]		21,131,804			244,515,624
Capital shares issued in reinvestment of dividends and distributions [ 351,563 and 5,402,219 shares, respectively ]		2,813,673			62,198,326
Capital shares repurchased [ (23,427,863) and (9,255,416) shares, respectively ]		(242,504,041	)		(116,308,836	)
Total Class A transactions		(218,558,564	)		190,405,114
Class B
Capital shares sold [ 4,655,483 and 6,758,137 shares, respectively ]		42,737,903			92,738,567
Capital shares issued in reinvestment of dividends and distributions [ 582,928 and 8,202,184 shares, respectively ]		4,956,273			94,640,806
Capital shares repurchased [ (19,378,975) and (24,468,614) shares, respectively ]		(186,700,967	)		(327,607,336	)
Total Class B transactions		(139,006,791	)		(140,227,963	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		(357,565,355	)		50,177,151
TOTAL DECREASE IN NET ASSETS		(860,328,620	)		(294,866,833	)
NET ASSETS:
Beginning of year		1,609,629,424			1,904,496,257
End of year (a)	$	749,300,804		$	1,609,629,424
(a) Includes accumulated undistributed (overdistributed) net investment income of	$	52,871		$	(49,723	)

See Notes to Financial Statements.

193

AXA PREMIER VIP TRUST

MULTIMANAGER TECHNOLOGY PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value (Cost $526,479,759) (Securities on loan at market value $44,048,802)	$	380,341,085
Foreign Cash (Cost $5,636,378)		5,282,174
Receivable for securities sold		5,403,372
Receivable from Separate Accounts for Trust shares sold		307,529
Dividends, interest and other receivables		129,336
Other assets		1,281
Total assets		391,464,777
LIABILITIES
Overdraft payable		1,520,388
Payable for return of cash collateral on securities loaned		44,803,855
Payable for securities purchased		5,266,733
Investment management fees payable		336,460
Payable to Separate Accounts for Trust shares redeemed		302,091
Distribution fees payable - Class B		70,300
Administrative fees payable		54,969
Trustees’ fees payable		8,336
Accrued expenses		82,727
Total liabilities		52,445,859
NET ASSETS	$	339,018,918
Net assets were comprised of:
Paid in capital	$	646,456,379
Accumulated net investment loss		(18,288	)
Accumulated net realized loss		(160,927,326	)
Unrealized depreciation on investments and foreign currency translations		(146,491,847	)
Net assets	$	339,018,918
Class A
Net asset value, offering and redemption price per share, $7,124,455 / 1,019,647 shares outstanding (unlimited amount authorized: $0.001 par value)	$	6.99
Class B
Net asset value, offering and redemption price per share, $331,894,463 / 48,350,651 shares outstanding (unlimited amount authorized: $0.001 par value)	$	6.86

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Dividends (net of $105,164 foreign withholding tax)	$	4,122,119
Interest		588,029
Securities lending (net)		322,886
Total income		5,033,034
EXPENSES
Investment management fees		6,401,432
Distribution fees - Class B		1,270,541
Administrative fees		916,964
Custodian fees		105,000
Professional fees		79,213
Printing and mailing expenses		78,253
Trustees’ fees		6,156
Miscellaneous		27,214
Gross expenses		8,884,773
Less: Fees paid indirectly		(50,602	)
Net expenses		8,834,171
NET INVESTMENT LOSS		(3,801,137	)
REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Securities		(88,947,766	)
Foreign currency transactions		63,767
Net realized loss		(88,883,999	)
Change in unrealized depreciation on:
Securities		(224,630,038	)
Foreign currency translations		(353,869	)
Net change in unrealized depreciation		(224,983,907	)
NET REALIZED AND UNREALIZED LOSS		(313,867,906	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(317,669,043	)

STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment loss	$	(3,801,137	)	$	(5,018,133	)
Net realized gain (loss) on investments and foreign currency transactions		(88,883,999	)		82,319,008
Net change in unrealized appreciation (depreciation) on investments and foreign currency translations		(224,983,907	)		14,353,092
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(317,669,043	)		91,653,967
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 872,625 and 1,153,282 shares, respectively ]		9,947,303			14,772,479
Capital shares repurchased [ (2,602,977) and (963,783) shares, respectively ]		(26,549,959	)		(11,746,779	)
Total Class A transactions		(16,602,656	)		3,025,700
Class B
Capital shares sold [ 14,217,141 and 18,689,328 shares, respectively ]		148,874,264			234,165,563
Capital shares repurchased [ (16,465,307) and (15,149,320) shares, respectively ]		(168,507,712	)		(180,946,364	)
Total Class B transactions		(19,633,448	)		53,219,199
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		(36,236,104	)		56,244,899
TOTAL INCREASE (DECREASE) IN NET ASSETS		(353,905,147	)		147,898,866
NET ASSETS:
Beginning of year		692,924,065			545,025,199
End of year (a)	$	339,018,918		$	692,924,065
(a) Includes accumulated net investment loss of	$	(18,288	)	$	(8,435	)

See Notes to Financial Statements.

194

AXA PREMIER VIP TRUST

TARGET 2015 ALLOCATION PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value:     Affiliated Issuers (Cost $77,869,791)	$	56,443,208
Unaffiliated Issuers (Amortized Cost $302,705)		302,705
Receivable from Separate Accounts for Trust shares sold		114,826
Receivable from investment manager		7,280
Dividends, interest and other receivables		2
Total assets		56,868,021
LIABILITIES
Payable to Separate Accounts for Trust shares redeemed		240,749
Payable for securities purchased		80,396
Distribution fees payable - Class B		4,860
Trustees’ fees payable		64
Accrued expenses		20,769
Total liabilities		346,838
NET ASSETS	$	56,521,183
Net assets were comprised of:
Paid in capital	$	82,096,961
Accumulated undistributed net investment income		322,205
Accumulated overdistributed net realized gain		(4,471,400	)
Unrealized depreciation on investments		(21,426,583	)
Net assets	$	56,521,183
Class A
Net asset value, offering and redemption price per share, $33,118,753 / 4,619,096 shares outstanding (unlimited amount authorized: $0.001 par value)	$	7.17
Class B
Net asset value, offering and redemption price per share, $23,402,430 / 3,262,950 shares outstanding (unlimited amount authorized: $0.001 par value)	$	7.17

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Dividends (All dividend income received from affiliates)	$	2,368,641
Interest		6,350
Total income		2,374,991
EXPENSES
Administrative fees		110,877
Professional fees		71,867
Custodian fees		56,000
Distribution fees - Class B		53,547
Investment management fees		50,583
Printing and mailing expenses		12,323
Trustees’ fees		452
Miscellaneous		4,451
Gross expenses		360,100
Less: Waiver from investment advisor		(129,824	)
Net expenses		230,276
NET INVESTMENT INCOME		2,144,715
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss on securities (All realized loss from affiliates)		(4,404,325	)
Net distributions of realized gain received from Underlying Portfolios (All gains received from affiliates)		711,318
Net realized loss		(3,693,007	)
Net change in unrealized depreciation on securities		(21,060,283	)
NET REALIZED AND UNREALIZED LOSS		(24,753,290	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(22,608,575	)

STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income	$	2,144,715		$	307,151
Net realized gain (loss) on investments		(3,693,007	)		447,454
Net change in unrealized depreciation on investments		(21,060,283	)		(387,089	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(22,608,575	)		367,516
DIVIDENDS AND DISTRIBUTIONS:
Dividends from net investment income
Class A		(1,352,082	)		(17,843	)
Class B		(905,135	)		(367,981	)
		(2,257,217	)		(385,824	)
Distributions from net realized capital gains
Class A		(382,443	)		(6,552	)
Class B		(237,911	)		(122,890	)
		(620,354	)		(129,442	)
TOTAL DIVIDENDS AND DISTRIBUTIONS		(2,877,571	)		(515,266	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 5,416,870 and 0 shares, respectively ]		56,270,383			—
Capital shares issued in reinvestment of dividends and distributions [ 241,780 and 2,263 shares, respectively ]		1,734,525			24,395
Capital shares repurchased [ (1,093,022) and 0 shares, respectively ]		(9,277,484	)		—
Total Class A transactions		48,727,424			24,395
Class B
Capital shares sold [ 3,049,586 and 1,141,094 shares, respectively ]		28,434,019			12,655,495
Capital shares issued in reinvestment of dividends and distributions [ 160,317 and 45,569 shares, respectively ]		1,143,046			490,871
Capital shares repurchased [ (1,165,277) and (160,367) shares, respectively ]		(10,095,569	)		(1,787,428	)
Total Class B transactions		19,481,496			11,358,938
NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		68,208,920			11,383,333
TOTAL INCREASE IN NET ASSETS		42,722,774			11,235,583
NET ASSETS:
Beginning of year		13,798,409			2,562,826
End of year (a)	$	56,521,183		$	13,798,409
(a) Includes accumulated undistributed (overdistributed) net investment income of	$	322,205		$	(28	)

See Notes to Financial Statements.

195

AXA PREMIER VIP TRUST

TARGET 2025 ALLOCATION PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value: Affiliated Issuers (Cost $80,317,533)	$	54,230,020
Receivable from Separate Accounts for Trust shares sold		101,538
Receivable from investment manager		8,172
Total assets		54,339,730
LIABILITIES
Overdraft payable		21,686
Payable for securities purchased		59,211
Payable to Separate Accounts for Trust shares redeemed		11,119
Distribution fees payable - Class B		4,431
Trustees’ fees payable		92
Accrued expenses		19,481
Total liabilities		116,020
NET ASSETS	$	54,223,710
Net assets were comprised of:
Paid in capital	$	81,708,628
Accumulated undistributed net investment income		346,565
Accumulated overdistributed net realized gain		(1,743,970	)
Unrealized depreciation on investments		(26,087,513	)
Net assets	$	54,223,710
Class A
Net asset value, offering and redemption price per share, $31,868,213 / 4,679,525 shares outstanding (unlimited amount authorized: $0.001 par value)	$	6.81
Class B
Net asset value, offering and redemption price per share, $22,355,497 / 3,281,710 shares outstanding (unlimited amount authorized: $0.001 par value)	$	6.81

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Dividends (All dividend income received from affiliates)	$	2,042,528
Interest		2,832
Total income		2,045,360
EXPENSES
Administrative fees		107,064
Professional fees		71,808
Custodian fees		56,000
Distribution fees - Class B		51,973
Investment management fees		48,041
Printing and mailing expenses		11,429
Trustees’ fees		439
Miscellaneous		4,289
Gross expenses		351,043
Less: Waiver from investment advisor		(131,260	)
Net expenses		219,783
NET INVESTMENT INCOME		1,825,577
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss on securities (All realized loss from affiliates)		(1,749,431	)
Net distributions of realized gain received from Underlying Portfolios (All gains received from affiliates)		847,001
Net realized loss		(902,430	)
Net change in unrealized depreciation on securities		(25,537,634	)
NET REALIZED AND UNREALIZED LOSS		(26,440,064	)
NET DECREASE IN NET ASSETS RESULTING
FROM OPERATIONS	$	(24,614,487	)

STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income	$	1,825,577		$	301,918
Net realized gain (loss) on investments		(902,430	)		688,089
Net change in unrealized depreciation on investments		(25,537,634	)		(589,309	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(24,614,487	)		400,698
DIVIDENDS AND DISTRIBUTIONS:
Dividends from net investment income
Class A		(1,179,240	)		(15,175	)
Class B		(763,601	)		(399,127	)
		(1,942,841	)		(414,302	)
Distributions from net realized capital gains
Class A		(507,352	)		(7,212	)
Class B		(298,804	)		(187,682	)
		(806,156	)		(194,894	)
TOTAL DIVIDENDS AND DISTRIBUTIONS		(2,748,997	)		(609,196	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 5,043,287 and 0 shares, respectively ]		52,605,183			—
Capital shares issued in reinvestment of dividends and distributions [ 242,561 and 2,047 shares, respectively ]		1,686,592			22,387
Capital shares repurchased [ (659,409) and 0 shares, respectively ]		(5,674,222	)		—
Total Class A transactions		48,617,553			22,387
Class B
Capital shares sold [ 2,146,095 and 1,519,435 shares, respectively ]		19,443,385			17,110,231
Capital shares issued in reinvestment of dividends and distributions [ 154,462 and 53,667 shares, respectively ]		1,062,405			586,809
Capital shares repurchased [ (587,845) and (206,308) shares, respectively ]		(5,418,973	)		(2,325,640	)
Total Class B transactions		15,086,817			15,371,400
NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		63,704,370			15,393,787
TOTAL INCREASE IN NET ASSETS		36,340,886			15,185,289
NET ASSETS:
Beginning of year		17,882,824			2,697,535
End of year (a)	$	54,223,710		$	17,882,824
(a) Includes accumulated undistributed (overdistributed) net investment income of	$	346,565		$	(36	)

See Notes to Financial Statements.

196

AXA PREMIER VIP TRUST

TARGET 2035 ALLOCATION PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value:     Affiliated Issuers (Cost $37,059,274)	$	24,467,635
Unaffiliated Issuers (Amortized Cost $17,385)		17,385
Receivable from Separate Accounts for Trust shares sold		46,477
Receivable from investment manager		15,159
Total assets		24,546,656
LIABILITIES
Payable for securities purchased		56,050
Distribution fees payable - Class B		2,897
Payable to Separate Accounts for Trust shares redeemed		255
Trustees’ fees payable		58
Accrued expenses		19,172
Total liabilities		78,432
NET ASSETS	$	24,468,224
Net assets were comprised of:
Paid in capital	$	37,644,683
Accumulated undistributed net investment income		172,194
Accumulated overdistributed net realized gain		(757,014	)
Unrealized depreciation on investments		(12,591,639	)
Net assets	$	24,468,224
Class A
Net asset value, offering and redemption price per share, $10,038,443 / 1,522,295 shares outstanding (unlimited amount authorized: $0.001 par value)	$	6.59
Class B
Net asset value, offering and redemption price per share, $14,429,781 / 2,187,834 shares outstanding (unlimited amount authorized: $0.001 par value)	$	6.60

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Dividends (All dividend income received from affiliates)	$	880,782
Interest		1,107
Total income		881,889
EXPENSES
Professional fees		71,361
Administrative fees		67,594
Custodian fees		53,000
Distribution fees - Class B		33,035
Investment management fees		21,729
Printing and mailing expenses		6,226
Trustees’ fees		200
Miscellaneous		4,226
Gross expenses		257,371
Less: Waiver from investment advisor		(89,323	)
Reimbursement from investment manager		(59,142	)
Net expenses		108,906
NET INVESTMENT INCOME		772,983
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss on securities (All realized loss from affiliates)		(764,792	)
Net distributions of realized gain received from Underlying Portfolios (All gains received from affiliates)		411,748
Net realized loss		(353,044	)
Net change in unrealized depreciation on securities		(12,353,416	)
NET REALIZED AND UNREALIZED LOSS		(12,706,460	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(11,933,477	)

STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income	$	772,983		$	136,339
Net realized gain (loss) on investments		(353,044	)		382,674
Net change in unrealized depreciation on investments		(12,353,416	)		(293,881	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(11,933,477	)		225,132
DIVIDENDS AND DISTRIBUTIONS:
Dividends from net investment income
Class A		(352,218	)		(13,592	)
Class B		(476,040	)		(193,724	)
		(828,258	)		(207,316	)
Distributions from net realized capital gains
Class A		(197,695	)		(5,735	)
Class B		(246,026	)		(70,941	)
		(443,721	)		(76,676	)
TOTAL DIVIDENDS AND DISTRIBUTIONS		(1,271,979	)		(283,992	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 1,544,854 and 0 shares, respectively ]		15,928,606			—
Capital shares issued in reinvestment of dividends and distributions [ 79,746 and 1,740 shares, respectively ]		549,913			19,327
Capital shares repurchased [ (154,903) and 0 shares, respectively ]		(1,124,312	)		—
Total Class A transactions		15,354,207			19,327
Class B
Capital shares sold [ 1,467,660 and 794,679 shares, respectively ]		13,372,024			9,057,926
Capital shares issued in reinvestment of dividends and distributions [ 105,984 and 23,836 shares, respectively ]		722,066			264,665
Capital shares repurchased [ (262,540) and (55,890) shares, respectively ]		(2,189,537	)		(643,909	)
Total Class B transactions		11,904,553			8,678,682
NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		27,258,760			8,698,009
TOTAL INCREASE IN NET ASSETS		14,053,304			8,639,149
NET ASSETS:
Beginning of year		10,414,920			1,775,771
End of year (a)	$	24,468,224		$	10,414,920
(a) Includes accumulated undistributed (overdistributed) net investment income of	$	172,194		$	(23	)

See Notes to Financial Statements.

197

AXA PREMIER VIP TRUST

TARGET 2045 ALLOCATION PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2008

ASSETS
Investments at value:     Affiliated Issuers (Cost $18,521,312)	$	11,654,204
Unaffiliated Issuers (Amortized Cost $73,592)		73,592
Receivable from Separate Accounts for Trust shares sold		35,193
Receivable from investment manager		13,136
Total assets		11,776,125
LIABILITIES
Payable for securities purchased		48,209
Distribution fees payable - Class B		1,713
Payable to Separate Accounts for Trust shares redeemed		702
Trustees’ fees payable		48
Accrued expenses		15,410
Total liabilities		66,082
NET ASSETS	$	11,710,043
Net assets were comprised of:
Paid in capital	$	18,632,356
Accumulated undistributed net investment income		89,524
Accumulated overdistributed net realized gain		(144,729	)
Unrealized depreciation on investments		(6,867,108	)
Net assets	$	11,710,043
Class A
Net asset value, offering and redemption price per share, $3,013,733 / 486,123 shares outstanding (unlimited amount authorized: $0.001 par value)	$	6.20
Class B
Net asset value, offering and redemption price per share, $8,696,310 / 1,402,447 shares outstanding (unlimited amount authorized: $0.001 par value)	$	6.20

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2008

INVESTMENT INCOME
Dividends (All dividend income received from affiliates)	$	376,000
Interest		793
Total income		376,793
EXPENSES
Professional fees		71,176
Administrative fees		51,586
Custodian fees		46,000
Distribution fees - Class B		21,092
Investment management fees		11,056
Printing and mailing expenses		4,057
Trustees’ fees		107
Miscellaneous		4,193
Gross expenses		209,267
Less: Waiver from investment advisor		(62,642	)
Reimbursement from investment manager		(86,937	)
Net expenses		59,688
NET INVESTMENT INCOME		317,105
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss on securities (All realized loss from affiliates)		(159,756	)
Net distributions of realized gain from Underlying Portfolios (All gains received from affiliates)		222,535
Net realized gain		62,779
Net change in unrealized depreciation on securities		(6,615,297	)
NET REALIZED AND UNREALIZED LOSS		(6,552,518	)
NET DECREASE IN NET ASSETS RESULTING
FROM OPERATIONS	$	(6,235,413	)

STATEMENT OF CHANGES IN NET ASSETS	Year Ended December 31,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income	$	317,105		$	67,640
Net realized gain on investments		62,779			406,031
Net change in unrealized depreciation on investments		(6,615,297	)		(302,715	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(6,235,413	)		170,956
DIVIDENDS AND DISTRIBUTIONS:
Dividends from net investment income
Class A		(94,101	)		(11,597	)
Class B		(249,904	)		(109,846	)
		(344,005	)		(121,443	)
Distributions from net realized capital gains
Class A		(83,604	)		(17,537	)
Class B		(212,964	)		(168,412	)
		(296,568	)		(185,949	)
TOTAL DIVIDENDS AND DISTRIBUTIONS		(640,573	)		(307,392	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 426,915 and 0 shares, respectively ]		4,328,983			—
Capital shares issued in reinvestment of dividends and distributions [ 26,115 and 2,629 shares, respectively ]		177,705			29,134
Capital shares repurchased [ (20,253) and 0 shares, respectively ]		(150,888	)		—
Total Class A transactions		4,355,800			29,134
Class B
Capital shares sold [ 894,274 and 574,865 shares, respectively ]		7,809,024			6,664,583
Capital shares issued in reinvestment of dividends and distributions [ 68,732 and 25,142 shares, respectively ]		462,868			278,258
Capital shares repurchased [ (150,840) and (106,565) shares, respectively ]		(1,224,740	)		(1,255,013	)
Total Class B transactions		7,047,152			5,687,828
NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		11,402,952			5,716,962
TOTAL INCREASE IN NET ASSETS		4,526,966			5,580,526
NET ASSETS:
Beginning of year		7,183,077			1,602,551
End of year (a)	$	11,710,043		$	7,183,077
(a) Includes accumulated undistributed (overdistributed) net investment income of	$	89,524		$	(16	)

See Notes to Financial Statements.

198

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AXA CONSERVATIVE ALLOCATION PORTFOLIO

FINANCIAL HIGHLIGHTS

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004 (c)
Net asset value, beginning of year	$	10.90		$	10.87		$	10.69		$	10.80		$	10.45
Income (loss) from investment operations:
Net investment income		0.53			0.47			0.41			0.34			0.38
Net realized and unrealized gain (loss) on investments		(1.71	)		0.18			0.30			(0.04	)		0.28
Total from investment operations		(1.18	)		0.65			0.71			0.30			0.66
Less distributions:
Dividends from net investment income		(0.46	)		(0.43	)		(0.38	)		(0.30	)		(0.30	)
Distributions from net realized gains		(0.13	)		(0.19	)		(0.15	)		(0.11	)		(0.01	)
Total dividends and distributions		(0.59	)		(0.62	)		(0.53	)		(0.41	)		(0.31	)
Net asset value, end of year	$	9.13		$	10.90		$	10.87		$	10.69		$	10.80
Total return		(10.79	)%		6.11	%		6.55	%		2.78	%		6.29	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	13,472		$	9,015		$	4,999		$	3,054		$	2,071
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.10	%		0.10	%		0.10	%		0.10	%		0.10	%
Before waivers and reimbursements (f)		0.30	%		0.31	%		0.32	%		0.32	%		0.51	%
Ratio of net investment income to average net assets:
After waivers and reimbursements (f)		5.12	%		4.17	%		3.80	%		3.17	%		3.50	%
Before waivers and reimbursements (f)		4.92	%		3.96	%		3.58	%		2.95	%		3.09	%
Portfolio turnover rate		59	%		39	%		55	%		101	%		18	%
Effect of contractual expense limitation during the year:
Per share benefit to net investment income	$	0.02		$	0.02		$	0.02		$	0.02		$	0.04
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004 (c)
Net asset value, beginning of year	$	10.90		$	10.87		$	10.69		$	10.80		$	10.45
Income (loss) from investment operations:
Net investment income		0.58			0.45			0.38			0.32			0.35
Net realized and unrealized gain (loss) on investments		(1.78	)		0.17			0.30			(0.05	)		0.28
Total from investment operations		(1.20	)		0.62			0.68			0.27			0.63
Less distributions:
Dividends from net investment income		(0.44	)		(0.40	)		(0.35	)		(0.27	)		(0.27	)
Distributions from net realized gains		(0.13	)		(0.19	)		(0.15	)		(0.11	)		(0.01	)
Total dividends and distributions		(0.57	)		(0.59	)		(0.50	)		(0.38	)		(0.28	)
Net asset value, end of year	$	9.13		$	10.90		$	10.87		$	10.69		$	10.80
Total return		(11.02	)%		5.74	%		6.37	%		2.52	%		6.02	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	1,443,563		$	585,489		$	339,978		$	217,999		$	109,357
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.35	%		0.35	%		0.35	%		0.35	%		0.35	%
Before waivers and reimbursements (f)		0.55	%		0.56	%		0.57	%		0.57	%		0.76	%
Ratio of net investment income to average net assets:
After waivers and reimbursements (f)		5.69	%		4.02	%		3.48	%		2.92	%		3.25	%
Before waivers and reimbursements (f)		5.50	%		3.81	%		3.26	%		2.70	%		2.84	%
Portfolio turnover rate		59	%		39	%		55	%		101	%		18	%
Effect of contractual expense limitation during the year:
Per share benefit to net investment income	$	0.02		$	0.02		$	0.02		$	0.02		$	0.04

See Notes to Financial Statements.

199

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AXA CONSERVATIVE-PLUS ALLOCATION PORTFOLIO

FINANCIAL HIGHLIGHTS — (Continued)

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004 (c)
Net asset value, beginning of year	$	11.59		$	11.61		$	11.16		$	11.22		$	10.66
Income (loss) from investment operations:
Net investment income		0.44			0.43			0.36			0.30			0.33
Net realized and unrealized gain (loss) on investments		(2.65	)		0.23			0.65			0.09			0.52
Total from investment operations		(2.21	)		0.66			1.01			0.39			0.85
Less distributions:
Dividends from net investment income		(0.38	)		(0.42	)		(0.36	)		(0.25	)		(0.28	)
Distributions from net realized gains		(0.27	)		(0.26	)		(0.20	)		(0.20	)		(0.01	)
Total dividends and distributions		(0.65	)		(0.68	)		(0.56	)		(0.45	)		(0.29	)
Net asset value, end of year	$	8.73		$	11.59		$	11.61		$	11.16		$	11.22
Total return		(19.24	)%		5.73	%		9.06	%		3.53	%		7.96	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	42,358		$	10,943		$	5,544		$	3,466		$	1,403
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.10	%		0.10	%		0.10	%		0.10	%		0.10	%
Before waivers and reimbursements (f)		0.30	%		0.29	%		0.28	%		0.29	%		0.40	%
Ratio of net investment income to average net assets:
After waivers and reimbursements (f)		4.29	%		3.58	%		3.10	%		2.74	%		3.01	%
Before waivers and reimbursements (f)		4.10	%		3.39	%		2.91	%		2.55	%		2.71	%
Portfolio turnover rate		51	%		21	%		20	%		64	%		5	%
Effect of contractual expense limitation during the year:
Per share benefit to net investment income	$	0.02		$	0.02		$	0.02		$	0.02		$	0.03
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004 (c)
Net asset value, beginning of year	$	11.59		$	11.61		$	11.16		$	11.22		$	10.66
Income (loss) from investment operations:
Net investment income		0.35			0.37			0.33			0.27			0.30
Net realized and unrealized gain (loss) on investments		(2.58	)		0.26			0.64			0.09			0.52
Total from investment operations		(2.23	)		0.63			0.97			0.36			0.82
Less distributions:
Dividends from net investment income		(0.36	)		(0.39	)		(0.32	)		(0.22	)		(0.25	)
Distributions from net realized gains		(0.27	)		(0.26	)		(0.20	)		(0.20	)		(0.01	)
Total dividends and distributions		(0.63	)		(0.65	)		(0.52	)		(0.42	)		(0.26	)
Net asset value, end of year	$	8.73		$	11.59		$	11.61		$	11.16		$	11.22
Total return		(19.45	)%		5.46	%		8.78	%		3.27	%		7.68	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	1,369,870		$	1,150,399		$	809,200		$	487,000		$	214,970
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.35	%		0.35	%		0.35	%		0.35	%		0.35	%
Before waivers and reimbursements (f)		0.55	%(m)		0.54	%		0.53	%		0.54	%		0.65	%
Ratio of net investment income to average net assets:
After waivers and reimbursements (f)		3.37	%		3.07	%		2.84	%		2.49	%		2.76	%
Before waivers and reimbursements (f)		3.18	%		2.88	%		2.65	%		2.30	%		2.46	%
Portfolio turnover rate		51	%		21	%		20	%		64	%		5	%
Effect of contractual expense limitation during the year:
Per share benefit to net investment income	$	0.02		$	0.02		$	0.02		$	0.02		$	0.03

See Notes to Financial Statements.

200

AXA PREMIER VIP TRUST

AXA MODERATE ALLOCATION PORTFOLIO

FINANCIAL HIGHLIGHTS — (Continued)

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004 (c)
Net asset value, beginning of year	$	17.10		$	16.93		$	15.88		$	15.51		$	14.63
Income (loss) from investment operations:
Net investment income		0.48			0.45			0.39			0.33			0.25
Net realized and unrealized gain (loss) on investments and foreign currency transactions		(4.57	)		0.65			1.29			0.46			1.06
Total from investment operations		(4.09	)		1.10			1.68			0.79			1.31
Less distributions:
Dividends from net investment income		(0.57	)		(0.60	)		(0.49	)		(0.42	)		(0.43	)
Distributions from net realized gains		(0.62	)		(0.33	)		(0.14	)		—			—
Total dividends and distributions		(1.19	)		(0.93	)		(0.63	)		(0.42	)		(0.43	)
Net asset value, end of year	$	11.82		$	17.10		$	16.93		$	15.88		$	15.51
Total return		(24.29	)%		6.56	%		10.58	%		5.06	%		8.99	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	2,494,212		$	3,143,322		$	3,103,418		$	3,052,781		$	3,160,074
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.10	%		0.10	%		0.10	%		0.10	%		0.10	%
After waivers, reimbursements and fees paid indirectly (f)		0.10	%		0.10	%		0.10	%		0.10	%		0.09	%
Before waivers, reimbursements and fees paid indirectly (f)		0.27	%		0.27	%		0.27	%		0.27	%		0.26	%
Ratio of net investment income to average net assets:
After waivers and reimbursements (f)		3.19	%		2.58	%		2.36	%		2.11	%		1.65	%
After waivers, reimbursements and fees paid indirectly (f)		3.19	%		2.58	%		2.36	%		2.11	%		1.66	%
Before waivers, reimbursements and fees paid indirectly (f)		3.02	%		2.41	%		2.20	%		1.94	%		1.49	%
Portfolio turnover rate		34	%		9	%		19	%		34	%		—	‡%
Effect of contractual expense limitation during the year:
Per share benefit to net investment income	$	0.03		$	0.03		$	0.03		$	0.03		$	0.02
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004 (c)
Net asset value, beginning of year	$	17.01		$	16.84		$	15.79		$	15.43		$	14.55
Income (loss) from investment operations:
Net investment income		0.48			0.45			0.37			0.27			0.21
Net realized and unrealized gain (loss) on investments and foreign currency transactions		(4.57	)		0.60			1.26			0.46			1.06
Total from investment operations		(4.09	)		1.05			1.63			0.73			1.27
Less distributions:
Dividends from net investment income		(0.54	)		(0.55	)		(0.44	)		(0.37	)		(0.39	)
Distributions from net realized gains		(0.62	)		(0.33	)		(0.14	)		—			—
Total dividends and distributions		(1.16	)		(0.88	)		(0.58	)		(0.37	)		(0.39	)
Net asset value, end of year	$	11.76		$	17.01		$	16.84		$	15.79		$	15.43
Total return		(24.46	)%		6.31	%		10.34	%		4.74	%		8.75	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	5,897,027		$	6,289,959		$	4,867,869		$	3,518,020		$	2,341,547
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.35	%		0.35	%		0.35	%		0.35	%		0.35	%
After waivers, reimbursements and fees paid indirectly (f)		0.35	%		0.35	%		0.35	%		0.35	%		0.34	%
Before waivers, reimbursements and fees paid indirectly (f)		0.52	%(m)		0.52	%		0.52	%		0.52	%		0.51	%
Ratio of net investment income to average net assets:
After waivers and reimbursements (f)		3.23	%		2.57	%		2.26	%		1.86	%		1.40	%
After waivers, reimbursements and fees paid indirectly (f)		3.23	%		2.57	%		2.26	%		1.86	%		1.41	%
Before waivers, reimbursements and fees paid indirectly (f)		3.05	%		2.40	%		2.09	%		1.69	%		1.24	%
Portfolio turnover rate		34	%		9	%		19	%		34	%		—	‡%
Effect of contractual expense limitation during the year:
Per share benefit to net investment income	$	0.03		$	0.03		$	0.03		$	0.03		$	0.02

See Notes to Financial Statements.

201

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AXA MODERATE-PLUS ALLOCATION PORTFOLIO

FINANCIAL HIGHLIGHTS — (Continued)

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004 (c)
Net asset value, beginning of year	$	13.95		$	13.89		$	12.60		$	12.25		$	11.17
Income (loss) from investment operations:
Net investment income		0.25			0.32			0.32			0.23			0.26
Net realized and unrealized gain (loss) on investments		(4.55	)		0.60			1.52			0.62			1.07
Total from investment operations		(4.30	)		0.92			1.84			0.85			1.33
Less distributions:
Dividends from net investment income		(0.28	)		(0.43	)		(0.33	)		(0.25	)		(0.25	)
Distributions from net realized gains		(0.61	)		(0.43	)		(0.22	)		(0.25	)		—	#
Total dividends and distributions		(0.89	)		(0.86	)		(0.55	)		(0.50	)		(0.25	)
Net asset value, end of year	$	8.76		$	13.95		$	13.89		$	12.60		$	12.25
Total return		(31.63	)%		6.68	%		14.77	%		6.97	%		12.00	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	225,734		$	198,686		$	100,459		$	37,779		$	13.194
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.10	%		0.10	%		0.10	%		0.10	%		0.10	%
Before waivers and reimbursements (f)		0.27	%		0.27	%		0.27	%		0.27	%		0.30	%
Ratio of net investment income to average net assets:
After waivers and reimbursements (f)		2.17	%		2.20	%		2.38	%		1.84	%		2.24	%
Before waivers and reimbursements (f)		2.00	%		2.03	%		2.22	%		1.67	%		2.04	%
Portfolio turnover rate		35	%		8	%		4	%		29	%		—	‡%
Effect of contractual expense limitation during the year:
Per share benefit to net investment income	$	0.02		$	0.02		$	0.02		$	0.02		$	0.02
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004 (c)
Net asset value, beginning of year	$	13.95		$	13.89		$	12.60		$	12.25		$	11.17
Income (loss) from investment operations:
Net investment income		0.21			0.26			0.26			0.20			0.23
Net realized and unrealized gain (loss) on investments		(4.54	)		0.62			1.55			0.62			1.07
Total from investment operations		(4.33	)		0.88			1.81			0.82			1.30
Less distributions:
Dividends from net investment income		(0.25	)		(0.39	)		(0.30	)		(0.22	)		(0.22	)
Distributions from net realized gains		(0.61	)		(0.43	)		(0.22	)		(0.25	)		—	#
Total dividends and distributions		(0.86	)		(0.82	)		(0.52	)		(0.47	)		(0.22	)
Net asset value, end of year	$	8.76		$	13.95		$	13.89		$	12.60		$	12.25
Total return		(31.81	)%		6.41	%		14.48	%		6.70	%		11.71	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	8,914,572		$	10,665,262		$	6,607,618		$	2,956,385		$	1,003,694
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.35	%		0.35	%		0.35	%		0.35	%		0.35	%
Before waivers and reimbursements (f)		0.52	%		0.52	%		0.52	%		0.52	%		0.55	%
Ratio of net investment income to average net assets:
After waivers and reimbursements (f)		1.83	%		1.83	%		1.95	%		1.59	%		1.99	%
Before waivers and reimbursements (f)		1.65	%		1.66	%		1.79	%		1.42	%		1.79	%
Portfolio turnover rate		35	%		8	%		4	%		29	%		—	‡%
Effect of contractual expense limitation during the year:
Per share benefit to net investment income	$	0.02		$	0.02		$	0.02		$	0.02		$	0.02

See Notes to Financial Statements.

202

AXA PREMIER VIP TRUST

AXA AGGRESSIVE ALLOCATION PORTFOLIO

FINANCIAL HIGHLIGHTS — (Continued)

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004 (c)
Net asset value, beginning of year	$	14.68		$	14.71		$	12.96		$	12.44		$	11.26
Income (loss) from investment operations:
Net investment income		0.15			0.22			0.24			0.19			0.11
Net realized and unrealized gain (loss) on investments		(5.71	)		0.71			2.10			0.84			1.26
Total from investment operations		(5.56	)		0.93			2.34			1.03			1.37
Less distributions:
Dividends from net investment income		(0.19	)		(0.40	)		(0.30	)		(0.24	)		(0.18	)
Distributions from net realized gains		(0.78	)		(0.56	)		(0.29	)		(0.27	)		(0.01	)
Total dividends and distributions		(0.97	)		(0.96	)		(0.59	)		(0.51	)		(0.19	)
Net asset value, end of year	$	8.15		$	14.68		$	14.71		$	12.96		$	12.44
Total return		(39.05	)%		6.43	%		18.22	%		8.27	%		12.15	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	75,827		$	97,742		$	51,217		$	18,069		$	5,704
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.10	%		0.10	%		0.10	%		0.10	%		0.10	%
Before waivers and reimbursements (f)		0.28	%		0.27	%		0.28	%		0.29	%		0.39	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)		1.27	%		1.41	%		1.72	%		1.50	%		0.91	%
Before waivers and reimbursements (f)		1.09	%		1.23	%		1.54	%		1.31	%		0.62	%
Portfolio turnover rate		39	%		10	%		6	%		50	%		2	%
Effect of contractual expense limitation during the year:
Per share benefit to net investment income	$	0.02		$	0.03		$	0.02		$	0.02		$	0.03
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004 (c)
Net asset value, beginning of year	$	14.68		$	14.71		$	12.96		$	12.43		$	11.26
Income (loss) from investment operations:
Net investment income		0.14			0.18			0.18			0.17			0.08
Net realized and unrealized gain (loss) on investments		(5.72	)		0.71			2.13			0.84			1.25
Total from investment operations		(5.58	)		0.89			2.31			1.01			1.33
Less distributions:
Dividends from net investment income		(0.17	)		(0.36	)		(0.27	)		(0.21	)		(0.15	)
Distributions from net realized gains		(0.78	)		(0.56	)		(0.29	)		(0.27	)		(0.01	)
Total dividends and distributions		(0.95	)		(0.92	)		(0.56	)		(0.48	)		(0.16	)
Net asset value, end of year	$	8.15		$	14.68		$	14.71		$	12.96		$	12.43
Total return		(39.21	)%		6.16	%		17.92	%		8.08	%		11.78	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	2,426,997		$	3,038,613		$	1,595,326		$	609,650		$	241,623
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.35	%		0.35	%		0.35	%		0.35	%		0.35	%
Before waivers and reimbursements (f)		0.53	%		0.52	%		0.53	%		0.54	%		0.64	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)		1.18	%		1.17	%		1.30	%		1.25	%		0.66	%
Before waivers and reimbursements (f)		1.01	%		1.00	%		1.12	%		1.06	%		0.37	%
Portfolio turnover rate		39	%		10	%		6	%		50	%		2	%
Effect of contractual expense limitation during the year:
Per share benefit to net investment income	$	0.02		$	0.03		$	0.02		$	0.02		$	0.03

See Notes to Financial Statements.

203

AXA PREMIER VIP TRUST

MULTIMANAGER AGGRESSIVE EQUITY PORTFOLIO

FINANCIAL HIGHLIGHTS — (Continued)

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	32.11		$	28.78		$	27.36		$	25.23		$	22.45
Income (loss) from investment operations:
Net investment income (loss)		0.08			0.04			0.05			(0.02	)		(0.03	)
Net realized and unrealized gain (loss) on investments and foreign currency transactions		(15.09	)		3.32			1.42			2.15			2.81
Total from investment operations		(15.01	)		3.36			1.47			2.13			2.78
Capital contribution from affiliate (†)		0.06			—			—			—			—
Less distributions:
Dividends from net investment income		(0.13	)		(0.03	)		(0.05	)		—			—
Net asset value, end of year	$	17.03		$	32.11		$	28.78		$	27.36		$	25.23
Total return		(46.55	)%(n)		11.69	%		5.38	%		8.44	%		12.38	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	690,098		$	2,638,093		$	2,332,898		$	2,122,576		$	2,485,132
Ratio of expenses to average net assets:
After fees paid indirectly		0.77	%		0.72	%		0.78	%		0.73	%		0.68	%
Before fees paid indirectly		0.79	%		0.79	%		0.80	%		0.80	%		0.80	%
Ratio of net investment income (loss) to average net assets:
After fees paid indirectly		0.31	%		0.14	%		0.20	%		(0.07	)%		(0.12	)%
Before fees paid indirectly		0.30	%		0.07	%		0.18	%		(0.14	)%		(0.24	)%
Portfolio turnover rate		98	%		87	%		90	%		96	%		111	%
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	31.56		$	28.33		$	26.96		$	24.91		$	22.22
Income (loss) from investment operations:
Net investment income (loss)		0.02			(0.03	)		(0.01	)		(0.08	)		(0.08	)
Net realized and unrealized gain (loss) on investments and foreign currency transactions		(14.82	)		3.26			1.38			2.13			2.77
Total from investment operations		(14.80	)		3.23			1.37			2.05			2.69
Capital contribution from affiliate (†)		0.07			—			—			—			—
Less distributions:
Dividends from net investment income		(0.09	)		—			—			—			—
Net asset value, end of year	$	16.74		$	31.56		$	28.33		$	26.96		$	24.91
Total return		(46.68	)%(o)		11.40	%		5.08	%		8.23	%		12.11	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	115,805		$	244,593		$	261,648		$	267,802		$	258,689
Ratio of expenses to average net assets:
After fees paid indirectly		1.02	%		0.97	%		1.03	%		0.98	%		0.93	%
Before fees paid indirectly		1.04	%		1.04	%		1.05	%		1.05	%		1.05	%
Ratio of net investment income (loss) to average net assets:
After fees paid indirectly		0.08	%		(0.10	)%		(0.05	)%		(0.32	)%		(0.37	)%
Before fees paid indirectly		0.06	%		(0.18	)%		(0.07	)%		(0.39	)%		(0.49	)%
Portfolio turnover rate		98	%		87	%		90	%		96	%		111	%

See Notes to Financial Statements.

204

AXA PREMIER VIP TRUST

MULTIMANAGER CORE BOND PORTFOLIO

FINANCIAL HIGHLIGHTS — (Continued)

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	10.38		$	10.21		$	10.25		$	10.43		$	10.42
Income (loss) from investment operations:
Net investment income		0.46			0.47			0.44			0.36			0.24
Net realized and unrealized gain (loss) on investments, securities sold short, futures, options, and foreign currency transactions		(0.19	)		0.17			(0.04	)		(0.16	)		0.18
Total from investment operations		0.27			0.64			0.40			0.20			0.42
Less distributions:
Dividends from net investment income		(0.52	)		(0.47	)		(0.44	)		(0.38	)		(0.26	)
Distributions from realized gains		(0.27	)		—			—			—			(0.15	)
Total dividends and distributions		(0.79	)		(0.47	)		(0.44	)		(0.38	)		(0.41	)
Net asset value, end of year	$	9.86		$	10.38		$	10.21		$	10.25		$	10.43
Total return		2.55	%		6.53	%		3.96	%		2.00	%		4.13	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	2,481,594		$	2,088,488		$	1,911,399		$	1,237,241		$	944,330
Ratio of expenses to average net assets:
After waivers		0.75	%		0.71	%		0.70	%		0.70	%		0.70	%
After waivers and fees paid indirectly		0.75	%		0.71	%		0.70	%		0.70	%		0.70	%
Before waivers and fees paid indirectly		0.76	%		0.76	%		0.77	%		0.78	%		0.80	%
Ratio of net investment income to average net assets:
After waivers		4.55	%		4.62	%		4.31	%		3.51	%		2.38	%
After waivers and fees paid indirectly		4.55	%		4.62	%		4.31	%		3.51	%		2.38	%
Before waivers and fees paid indirectly		4.54	%		4.57	%		4.24	%		3.43	%		2.28	%
Portfolio turnover rate		431	%		475	%		366	%		654	%		767	%
Effect of contractual expense limitation during the year:
Per share benefit to net investment income	$	—	#	$	0.01		$	0.01		$	0.01		$	0.01
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	10.40		$	10.20		$	10.24		$	10.42		$	10.41
Income (loss) from investment operations:
Net investment income		0.44			0.44			0.41			0.34			0.22
Net realized and unrealized gain (loss) on investments, securities sold short, futures, options, and foreign currency transactions		(0.20	)		0.18			(0.03	)		(0.16	)		0.18
Total from investment operations		0.24			0.62			0.38			0.18			0.40
Less distributions:
Dividends from net investment income		(0.49	)		(0.42	)		(0.42	)		(0.36	)		(0.24	)
Distributions from realized gains		(0.27	)		—			—			—			(0.15	)
Total dividends and distributions		(0.76	)		(0.42	)		(0.42	)		(0.36	)		(0.39	)
Net asset value, end of year	$	9.88		$	10.40		$	10.20		$	10.24		$	10.42
Total return		2.30	%		6.23	%		3.80	%		1.74	%		3.87	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	912,195		$	829,932		$	825,182		$	806,356		$	781,977
Ratio of expenses to average net assets:
After waivers		1.00	%		0.96	%		0.95	%		0.95	%		0.95	%
After waivers and fees paid indirectly		1.00	%		0.96	%		0.95	%		0.95	%		0.95	%
Before waivers and fees paid indirectly		1.01	%		1.01	%		1.02	%		1.03	%		1.05	%
Ratio of net investment income to average net assets:
After waivers		4.29	%		4.37	%		4.04	%		3.26	%		2.13	%
After waivers and fees paid indirectly		4.29	%		4.37	%		4.04	%		3.26	%		2.13	%
Before waivers and fees paid indirectly		4.28	%		4.32	%		3.97	%		3.18	%		2.03	%
Portfolio turnover rate		431	%		475	%		366	%		654	%		767	%
Effect of contractual expense limitation during the year:
Per share benefit to net investment income	$	—	#	$	0.01		$	0.01		$	0.01		$	0.01

See Notes to Financial Statements.

205

AXA PREMIER VIP TRUST

MULTIMANAGER HEALTH CARE PORTFOLIO

FINANCIAL HIGHLIGHTS — (Continued)

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	11.14		$	11.03		$	10.98		$	10.78		$	10.22
Income (loss) from investment operations:
Net investment loss		(0.04	)		(0.06	)		(0.03	)		(0.05	)		(0.05	)
Net realized and unrealized gain (loss) on investments and foreign currency transactions		(2.91	)		1.07			0.59			0.81			1.28
Total from investment operations		(2.95	)		1.01			0.56			0.76			1.23
Less distributions:
Distributions from net realized gains		(0.11	)		(0.90	)		(0.51	)		(0.56	)		(0.67	)
Net asset value, end of year	$	8.08		$	11.14		$	11.03		$	10.98		$	10.78
Total return		(26.69	)%		9.17	%		5.39	%		7.30	%		12.32	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	6,397		$	18,376		$	16,808		$	15,347		$	10,588
Ratio of expenses to average net assets:
After waivers and reimbursements		1.44	%		1.43	%		1.43	%		1.48	%		1.60	%
After waivers, reimbursements and fees paid indirectly		1.42	%		1.42	%		1.38	%		1.46	%		1.56	%
Before waivers, reimbursements and fees paid indirectly		1.44	%		1.43	%		1.43	%		1.48	%		1.60	%
Ratio of net investment loss to average net assets:
After waivers and reimbursements		(0.45	)%		(0.49	)%		(0.34	)%		(0.46	)%		(0.59	)%
After waivers, reimbursements and fees paid indirectly		(0.43	)%		(0.48	)%		(0.28	)%		(0.44	)%		(0.55	)%
Before waivers, reimbursements and fees paid indirectly		(0.45	)%		(0.49	)%		(0.34	)%		(0.46	)%		(0.59	)%
Portfolio turnover rate		120	%		105	%		145	%		109	%		127	%
Effect of contractual expense limitation during the year:
Per share benefit to net investment loss	$	—		$	—		$	—		$	—		$	—
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	10.95		$	10.88		$	10.86		$	10.70		$	10.17
Income (loss) from investment operations:
Net investment loss		(0.04	)		(0.08	)		(0.06	)		(0.07	)		(0.07	)
Net realized and unrealized gain (loss) on investments and foreign currency transactions		(2.89	)		1.05			0.59			0.79			1.27
Total from investment operations		(2.93	)		0.97			0.53			0.72			1.20
Less distributions:
Distributions from net realized gains		(0.11	)		(0.90	)		(0.51	)		(0.56	)		(0.67	)
Net asset value, end of year	$	7.91		$	10.95		$	10.88		$	10.86		$	10.70
Total return		(26.97	)%		9.04	%		5.08	%		6.98	%		12.09	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	311,199		$	415,882		$	381,449		$	334,012		$	270,570
Ratio of expenses to average net assets:
After waivers and reimbursements		1.69	%(m)		1.68	%		1.68	%		1.73	%		1.85	%
After waivers, reimbursements and fees paid indirectly		1.68	%		1.67	%		1.63	%		1.71	%		1.81	%
Before waivers, reimbursements and fees paid indirectly		1.70	%		1.68	%		1.68	%		1.73	%		1.85	%
Ratio of net investment loss to average net assets:
After waivers and reimbursements		(0.49	)%		(0.74	)%		(0.59	)%		(0.71	)%		(0.84	)%
After waivers, reimbursements and fees paid indirectly		(0.47	)%		(0.73	)%		(0.53	)%		(0.69	)%		(0.80	)%
Before waivers, reimbursements and fees paid indirectly		(0.49	)%		(0.74	)%		(0.59	)%		(0.71	)%		(0.84	)%
Portfolio turnover rate		120	%		105	%		145	%		109	%		127	%
Effect of contractual expense limitation during the year:
Per share benefit to net investment loss	$	—		$	—		$	—		$	—		$	—

See Notes to Financial Statements.

206

AXA PREMIER VIP TRUST

MULTIMANAGER HIGH YIELD PORTFOLIO

FINANCIAL HIGHLIGHTS — (Continued)

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004(c)
Net asset value, beginning of year	$	5.34		$	5.61		$	5.47		$	5.75		$	5.63
Income (loss) from investment operations:
Net investment income		0.44			0.45			0.42			0.41			0.42
Net realized and unrealized gain (loss) on investments and foreign currency transactions		(1.72	)		(0.27	)		0.14			(0.23	)		0.09
Total from investment operations		(1.28	)		0.18			0.56			0.18			0.51
Less distributions:
Dividends from net investment income		(0.50	)		(0.45	)		(0.42	)		(0.46	)		(0.39	)
Net asset value, end of year	$	3.56		$	5.34		$	5.61		$	5.47		$	5.75
Total return		(23.39	)%		3.29	%		10.21	%		3.26	%		9.02	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	682,451		$	887,961		$	855,156		$	770,374		$	974,088
Ratio of expenses to average net assets		0.76	%		0.76	%		0.76	%		0.76	%		0.76	%
Ratio of net investment income to average net assets		8.81	%		7.78	%		7.45	%		7.08	%		7.20	%
Portfolio turnover rate		155	%		108	%		103	%		116	%		78	%
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004(c)
Net asset value, beginning of year	$	5.32		$	5.58		$	5.44		$	5.71		$	5.59
Income (loss) from investment operations:
Net investment income		0.42			0.43			0.41			0.39			0.40
Net realized and unrealized gain (loss) on investments and foreign currency transactions		(1.70	)		(0.25	)		0.13			(0.21	)		0.09
Total from investment operations		(1.28	)		0.18			0.54			0.18			0.49
Less distributions:
Dividends from net investment income		(0.49	)		(0.44	)		(0.40	)		(0.45	)		(0.37	)
Net asset value, end of year	$	3.55		$	5.32		$	5.58		$	5.44		$	5.71
Total return		(23.55	)%		3.18	%		9.93	%		3.13	%		8.75	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	623,307		$	1,034,629		$	1,101,281		$	1,043,950		$	1,029,570
Ratio of expenses to average net assets		1.01	%		1.01	%		1.01	%		1.01	%		1.01	%
Ratio of net investment income to average net assets		8.46	%		7.53	%		7.20	%		6.83	%		6.95	%
Portfolio turnover rate		155	%		108	%		103	%		116	%		78	%

See Notes to Financial Statements.

207

AXA PREMIER VIP TRUST

MULTIMANAGER INTERNATIONAL EQUITY PORTFOLIO

FINANCIAL HIGHLIGHTS — (Continued)

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	16.38		$	15.58		$	13.03		$	12.14		$	10.60
Income from investment operations:
Net investment income		0.28			0.21			0.11			0.14			0.09
Net realized and unrealized gain (loss) on investments, futures, and foreign currency transactions		(7.90	)		1.73			3.20			1.73			1.83
Total from investment operations		(7.62	)		1.94			3.31			1.87			1.92
Less distributions:
Dividends from net investment income		(0.22	)		(0.16	)		(0.11	)		(0.21	)		(0.12	)
Distributions from realized gains		(0.25	)		(0.98	)		(0.65	)		(0.77	)		(0.26	)
Total dividends and distributions		(0.47	)		(1.14	)		(0.76	)		(0.98	)		(0.38	)
Net asset value, end of year	$	8.29		$	16.38		$	15.58		$	13.03		$	12.14
Total return		(47.13	)%		12.73	%		25.58	%		15.74	%		18.18	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	1,448,943		$	2,193,441		$	1,356,428		$	379,616		$	238,906
Ratio of expenses to average net assets:
After fees paid indirectly		1.25	%		1.23	%		1.27	%		1.29	%		1.50	%
Before fees paid indirectly		1.25	%		1.23	%		1.28	%		1.33	%		1.55	%
Ratio of net investment income (loss) to average net assets:
After fees paid indirectly		2.19	%		1.27	%		0.78	%		1.17	%		0.78	%
Before fees paid indirectly		2.19	%		1.27	%		0.77	%		1.13	%		0.73	%
Portfolio turnover rate		56	%		47	%		45	%		67	%		83	%
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	16.35		$	15.56		$	13.01		$	12.12		$	10.58
Income from investment operations:
Net investment income		0.26			0.17			0.10			0.11			0.07
Net realized and unrealized gain (loss) on investments, futures, and foreign currency transactions		(7.88	)		1.72			3.17			1.72			1.82
Total from investment operations		(7.62	)		1.89			3.27			1.83			1.89
Less distributions:
Dividends from net investment income		(0.20	)		(0.12	)		(0.07	)		(0.17	)		(0.09	)
Distributions from realized gains		(0.25	)		(0.98	)		(0.65	)		(0.77	)		(0.26	)
Total dividends and distributions		(0.45	)		(1.10	)		(0.72	)		(0.94	)		(0.35	)
Net asset value, end of year	$	8.28		$	16.35		$	15.56		$	13.01		$	12.12
Total return		(47.23	)%		12.39	%		25.30	%		15.47	%		17.91	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	467,913		$	905,461		$	765,683		$	449,400		$	336,354
Ratio of expenses to average net assets:
After fees paid indirectly		1.49	%		1.48	%		1.52	%		1.54	%		1.75	%
Before fees paid indirectly		1.49	%		1.48	%		1.53	%		1.58	%		1.80	%
Ratio of net investment income to average net assets:
After fees paid indirectly		1.99	%		1.08	%		0.68	%		0.92	%		0.53	%
Before fees paid indirectly		1.99	%		1.08	%		0.67	%		0.88	%		0.48	%
Portfolio turnover rate		56	%		47	%		45	%		67	%		83	%

See Notes to Financial Statements.

208

AXA PREMIER VIP TRUST

MULTIMANAGER LARGE CAP CORE EQUITY PORTFOLIO

FINANCIAL HIGHLIGHTS — (Continued)

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	11.66		$	11.96		$	10.79		$	10.37		$	9.89
Income (loss) from investment operations:
Net investment income		0.08			0.09			0.08			0.06			0.08
Net realized and unrealized gain (loss) on investments and foreign currency transactions		(4.67	)		0.52			1.40			0.67			0.90
Total from investment operations		(4.59	)		0.61			1.48			0.73			0.98
Less distributions:
Dividends from net investment income		(0.07	)		(0.08	)		(0.07	)		(0.03	)		(0.13	)
Distributions from realized gains		(0.02	)		(0.83	)		(0.24	)		(0.28	)		(0.37	)
Total dividends and distributions		(0.09	)		(0.91	)		(0.31	)		(0.31	)		(0.50	)
Net asset value, end of year	$	6.98		$	11.66		$	11.96		$	10.79		$	10.37
Total return		(39.40	)%		5.22	%		13.84	%		7.07	%		9.92	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	764,481		$	842,193		$	598,068		$	309,162		$	6,932
Ratio of expenses to average net assets:
After waivers and reimbursements		1.10	%		1.10	%		1.10	%		1.10	%		1.10	%
After waivers, reimbursements and fees paid indirectly		1.09	%		1.09	%		1.08	%		1.08	%		1.07	%
Before waivers, reimbursements and fees paid indirectly		1.10	%		1.10	%		1.10	%		1.15	%		1.22	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements		0.86	%		0.74	%		0.73	%		0.52	%		0.79	%
After waivers, reimbursements and fees paid indirectly		0.86	%		0.74	%		0.75	%		0.54	%		0.82	%
Before waivers, reimbursements and fees paid indirectly		0.86	%		0.74	%		0.72	%		0.47	%		0.67	%
Portfolio turnover rate		50	%		51	%		49	%		39	%		52	%
Effect of contractual expense limitation during the year:
Per share benefit to net investment income	$	—		$	—		$	—	#	$	0.01		$	0.01
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	11.67		$	11.96		$	10.79		$	10.38		$	9.89
Income (loss) from investment operations:
Net investment income		0.06			0.06			0.06			0.03			0.05
Net realized and unrealized gain (loss) on investments and foreign currency transactions		(4.68	)		0.53			1.39			0.66			0.91
Total from investment operations		(4.62	)		0.59			1.45			0.69			0.96
Less distributions:
Dividends from net investment income		(0.05	)		(0.05	)		(0.04	)		—	#		(0.10	)
Distributions from realized gains		(0.02	)		(0.83	)		(0.24	)		(0.28	)		(0.37	)
Total dividends and distributions		(0.07	)		(0.88	)		(0.28	)		(0.28	)		(0.47	)
Net asset value, end of year	$	6.98		$	11.67		$	11.96		$	10.79		$	10.38
Total return		(39.61	)%		5.05	%		13.56	%		6.70	%		9.75	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	116,354		$	215,406		$	208,296		$	185,408		$	173,875
Ratio of expenses to average net assets:
After waivers and reimbursements		1.35	%		1.35	%		1.35	%		1.35	%		1.35	%
After waivers, reimbursements and fees paid indirectly		1.34	%		1.34	%		1.33	%		1.33	%		1.32	%
Before waivers, reimbursements and fees paid indirectly		1.35	%		1.35	%		1.35	%		1.40	%		1.47	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements		0.58	%		0.49	%		0.47	%		0.27	%		0.54	%
After waivers, reimbursements and fees paid indirectly		0.59	%		0.50	%		0.49	%		0.29	%		0.57	%
Before waivers, reimbursements and fees paid indirectly		0.58	%		0.49	%		0.47	%		0.22	%		0.42	%
Portfolio turnover rate		50	%		51	%		49	%		39	%		52	%
Effect of contractual expense limitation during the year:
Per share benefit to net investment income	$	—		$	—		$	—	#	$	0.01		$	0.01

See Notes to Financial Statements.

209

AXA PREMIER VIP TRUST

MULTIMANAGER LARGE CAP GROWTH PORTFOLIO

FINANCIAL HIGHLIGHTS — (Continued)

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	9.84		$	9.96		$	10.40		$	9.66		$	9.03
Income (loss) from investment operations:
Net investment loss		(0.02	)		(0.01	)		(0.03	)		(0.05	)		(0.01	)
Net realized and unrealized gain (loss) on investments		(4.44	)		1.13			0.08			0.79			0.64
Total from investment operations		(4.46	)		1.12			0.05			0.74			0.63
Less distributions:
Distributions from realized gains		—#			(1.24	)		(0.49	)		—			—
Net asset value, end of year	$	5.38		$	9.84		$	9.96		$	10.40		$	9.66
Total return		(45.32	)%		11.51	%		0.44	%		7.66	%		6.98	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	6,823		$	25,968		$	21,104		$	17,780		$	12,166
Ratio of expenses to average net assets:
After waivers and reimbursements		1.10	%		1.10	%		1.10	%		1.10	%		1.10	%
After waivers, reimbursements and fees paid indirectly		1.01	%		1.04	%		1.08	%		1.08	%		1.05	%
Before waivers, reimbursements and fees paid indirectly		1.14	%		1.12	%		1.12	%		1.13	%		1.16	%
Ratio of net investment loss to average net assets:
After waivers and reimbursements		(0.35	)%		(0.12	)%		(0.27	)%		(0.49	)%		(0.23	)%
After waivers, reimbursements and fees paid indirectly		(0.25	)%		(0.06	)%		(0.25	)%		(0.47	)%		(0.18	)%
Before waivers, reimbursements and fees paid indirectly		(0.38	)%		(0.14	)%		(0.28	)%		(0.52	)%		(0.29	)%
Portfolio turnover rate		162	%		77	%		48	%		42	%		53	%
Effect of contractual expense limitation during the year:
Per share benefit to net investment loss	$	—#		$	—#		$	—#		$	—#		$	0.01
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	9.67		$	9.83		$	10.30		$	9.58		$	8.99
Income (loss) from investment operations:
Net investment loss		(0.04	)		(0.03	)		(0.05	)		(0.07	)		(0.04	)
Net realized and unrealized gain (loss) on investments		(4.35	)		1.11			0.07			0.79			0.63
Total from investment operations		(4.39	)		1.08			0.02			0.72			0.59
Less distributions:
Distributions from realized gains		—#			(1.24	)		(0.49	)		—			—
Net asset value, end of year	$	5.28		$	9.67		$	9.83		$	10.30		$	9.58
Total return		(45.39	)%		11.26	%		0.15	%		7.52	%		6.56	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	203,047		$	391,335		$	372,653		$	362,850		$	343,638
Ratio of expenses to average net assets:
After waivers and reimbursements		1.35	%		1.35	%		1.35	%		1.35	%		1.35	%
After waivers, reimbursements and fees paid indirectly		1.26	%		1.29	%(m)		1.33	%		1.33	%		1.30	%
Before waivers, reimbursements and fees paid indirectly		1.39	%		1.37	%		1.37	%		1.38	%		1.41	%
Ratio of net investment loss to average net assets:
After waivers and reimbursements		(0.58	)%		(0.37	)%		(0.52	)%		(0.74	)%		(0.48	)%
After waivers, reimbursements and fees paid indirectly		(0.49	)%		(0.30	)%		(0.50	)%		(0.72	)%		(0.43	)%
Before waivers, reimbursements and fees paid indirectly		(0.62	)%		(0.39	)%		(0.53	)%		(0.77	)%		(0.54	)%
Portfolio turnover rate		162	%		77	%		48	%		42	%		53	%
Effect of contractual expense limitation during the year:
Per share benefit to net investment loss	$	—	#	$	—	#	$	—	#	$	—	#	$	0.01

See Notes to Financial Statements.

210

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MULTIMANAGER LARGE CAP VALUE PORTFOLIO

FINANCIAL HIGHLIGHTS — (Continued)

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	11.79		$	12.83		$	11.19		$	10.99		$	10.28
Income (loss) from investment operations:
Net investment income		0.18			0.19			0.14			0.13			0.13
Net realized and unrealized gain (loss) on investments and foreign currency transactions		(4.58	)		0.29			2.05			0.68			1.36
Total from investment operations		(4.40	)		0.48			2.19			0.81			1.49
Less distributions:
Dividends from net investment income		(0.16	)		(0.18	)		(0.12	)		(0.09	)		(0.14	)
Distributions from realized gains		(0.02	)		(1.34	)		(0.43	)		(0.52	)		(0.64	)
Total dividends and distributions		(0.18	)		(1.52	)		(0.55	)		(0.61	)		(0.78	)
Net asset value, end of year	$	7.21		$	11.79		$	12.83		$	11.19		$	10.99
Total return		(37.33	)%		3.88	%		19.62	%		7.37	%		14.71	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	1,180,738		$	1,220,184		$	914,471		$	309,385		$	9,758
Ratio of expenses to average net assets:
After waivers and reimbursements		1.05	%		1.07	%		1.10	%		1.10	%		1.10	%
After waivers, reimbursements and fees paid indirectly		1.03	%		1.01	%		1.06	%		1.04	%		0.96	%
Before waivers, reimbursements and fees paid indirectly		1.05	%		1.07	%		1.10	%		1.12	%		1.15	%
Ratio of net investment income to average net assets:
After waivers and reimbursements		1.79	%		1.38	%		1.12	%		1.03	%		1.35	%
After waivers, reimbursements and fees paid indirectly		1.82	%		1.44	%		1.16	%		1.09	%		1.49	%
Before waivers, reimbursements and fees paid indirectly		1.79	%		1.38	%		1.12	%		1.01	%		1.30	%
Portfolio turnover rate		60	%		77	%		63	%		76	%		99	%
Effect of contractual expense limitation during the year:
Per share benefit to net investment income	$	—		$	—		$	—		$	—	#	$	0.01
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	11.79		$	12.83		$	11.19		$	10.99		$	10.28
Income (loss) from investment operations:
Net investment income		0.15			0.16			0.11			0.09			0.12
Net realized and unrealized gain (loss) on investments and foreign currency transactions		(4.57	)		0.29			2.05			0.69			1.34
Total from investment operations		(4.42	)		0.45			2.16			0.78			1.46
Less distributions:
Dividends from net investment income		(0.14	)		(0.15	)		(0.09	)		(0.06	)		(0.11	)
Distributions from realized gains		(0.02	)		(1.34	)		(0.43	)		(0.52	)		(0.64	)
Total dividends and distributions		(0.16	)		(1.49	)		(0.52	)		(0.58	)		(0.75	)
Net asset value, end of year	$	7.21		$	11.79		$	12.83		$	11.19		$	10.99
Total return		(37.49	)%		3.61	%		19.32	%		7.10	%		14.42	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	439,812		$	718,323		$	702,312		$	526,727		$	406,626
Ratio of expenses to average net assets:
After waivers and reimbursements		1.30	%		1.32	%		1.35	%		1.35	%		1.35	%
After waivers, reimbursements and fees paid indirectly		1.28	%		1.26%	(m)		1.31%	(m)		1.29	%		1.21	%
Before waivers, reimbursements and fees paid indirectly		1.30	%		1.32	%		1.35	%		1.37	%		1.40	%
Ratio of net investment income to average net assets:
After waivers and reimbursements		1.51	%		1.12	%		0.85	%		0.78	%		1.10	%
After waivers, reimbursements and fees paid indirectly		1.53	%		1.18	%		0.89	%		0.84	%		1.24	%
Before waivers, reimbursements and fees paid indirectly		1.51	%		1.12	%		0.85	%		0.76	%		1.05	%
Portfolio turnover rate		60	%		77	%		63	%		76	%		99	%
Effect of contractual expense limitation during the year:
Per share benefit to net investment income	$	—		$	—		$	—		$	—	#	$	0.01

See Notes to Financial Statements.

211

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MULTIMANAGER MID CAP GROWTH PORTFOLIO

FINANCIAL HIGHLIGHTS — (Continued)

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	9.13		$	9.04		$	9.12		$	9.63		$	8.75
Income (loss) from investment operations:
Net investment loss		(0.04	)		(0.07	)		(0.07	)		(0.08	)		(0.06	)
Net realized and unrealized gain (loss) on investments and foreign currency transactions		(3.90	)		1.14			0.96			0.89			1.10
Total from investment operations		(3.94	)		1.07			0.89			0.81			1.04
Less distributions:
Distributions from net realized gains		(0.08	)		(0.98	)		(0.97	)		(1.32	)		(0.16	)
Net asset value, end of year	$	5.11		$	9.13		$	9.04		$	9.12		$	9.63
Total return		(43.47	)%		12.22	%		9.83	%		8.66	%		12.04	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	151,539		$	303,194		$	230,585		$	223,527		$	395,739
Ratio of expenses to average net assets:
After fees paid indirectly		1.21	%		1.27	%		1.26	%		1.30	%		1.25	%
Before fees paid indirectly		1.31	%		1.30	%		1.30	%		1.35	%		1.35	%
Ratio of net investment loss to average net assets:
After fees paid indirectly		(0.50	)%		(0.67	)%		(0.74	)%		(0.84	)%		(0.90	)%
Before fees paid indirectly		(0.61	)%		(0.70	)%		(0.78	)%		(0.89	)%		(1.00	)%
Portfolio turnover rate		128	%		81	%		77	%		87	%		76	%
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	8.95		$	8.90		$	9.01		$	9.55		$	8.70
Income (loss) from investment operations:
Net investment loss		(0.05	)		(0.09	)		(0.09	)		(0.10	)		(0.09	)
Net realized and unrealized gain (loss) on investments and foreign currency transactions		(3.83	)		1.12			0.95			0.88			1.10
Total from investment operations		(3.88	)		1.03			0.86			0.78			1.01
Less distributions:
Distributions from net realized gains		(0.08	)		(0.98	)		(0.97	)		(1.32	)		(0.16	)
Net asset value, end of year	$	4.99		$	8.95		$	8.90		$	9.01		$	9.55
Total return		(43.68	)%		11.97	%		9.62	%		8.41	%		11.76	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	288,031		$	554,500		$	543,139		$	498,431		$	468,973
Ratio of expenses to average net assets:
After fees paid indirectly		1.46	%		1.52	%		1.51	%		1.55	%		1.50	%
Before fees paid indirectly		1.56	%(m)		1.55	%		1.55	%		1.60	%		1.60	%
Ratio of net investment loss to average net assets:
After fees paid indirectly		(0.75	)%		(0.93	)%		(0.99	)%		(1.09	)%		(1.15	)%
Before fees paid indirectly		(0.86	)%		(0.96	)%		(1.03	)%		(1.14	)%		(1.25	)%
Portfolio turnover rate		128	%		81	%		77	%		87	%		76	%

See Notes to Financial Statements.

212

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MULTIMANAGER MID CAP VALUE PORTFOLIO

FINANCIAL HIGHLIGHTS — (Continued)

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	9.19		$	10.03		$	9.74		$	11.48		$	10.50
Income from investment operations:
Net investment income		0.06			0.02			0.03			0.01			0.01
Net realized and unrealized gain (loss) on investments and foreign currency transactions		(3.33	)		—	#		1.41			0.83			1.60
Total from investment operations		(3.27	)		0.02			1.44			0.84			1.61
Less distributions:
Dividends from net investment income		(0.05	)		—			(0.02	)		—			—
Distributions from realized gains		(0.10	)		(0.86	)		(1.13	)		(2.58	)		(0.63	)
Total dividends and distributions		(0.15	)		(0.86	)		(1.15	)		(2.58	)		(0.63	)
Net asset value, end of year	$	5.77		$	9.19		$	10.03		$	9.74		$	11.48
Total return		(35.88	)%		0.31	%		15.08	%		7.61	%		15.47	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	330,996		$	535,842		$	387,990		$	319,455		$	842,150
Ratio of expenses to average net assets:
After fees paid indirectly		1.15	%		1.28	%		1.30	%		1.24	%		1.29	%
Before fees paid indirectly		1.30	%		1.29	%		1.31	%		1.29	%		1.35	%
Ratio of net investment income (loss) to average net assets:
After fees paid indirectly		0.78	%		0.17	%		0.25	%		0.09	%		0.08	%
Before fees paid indirectly		0.62	%		0.17	%		0.24	%		0.04	%		0.02	%
Portfolio turnover rate		78	%		60	%		67	%		58	%		61	%
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	9.01		$	9.87		$	9.61		$	11.39		$	10.45
Income (loss) from investment operations:
Net investment income (loss)		0.04			(0.01	)		—	#		(0.02	)		(0.02	)
Net realized and unrealized gain (loss) on investments and foreign currency transactions		(3.25	)		0.01			1.39			0.82			1.59
Total from investment operations		(3.21	)		—			1.39			0.80			1.57
Less distributions:
Dividends from net investment income		(0.04	)		—			—			—			—
Distributions from realized gains		(0.10	)		(0.86	)		(1.13	)		(2.58	)		(0.63	)
Total dividends and distributions		(0.14	)		(0.86	)		(1.13	)		(2.58	)		(0.63	)
Net asset value, end of year	$	5.66		$	9.01		$	9.87		$	9.61		$	11.39
Total return		(35.99	)%		0.10	%		14.75	%		7.29	%		15.16	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	320,011		$	539,894		$	599,824		$	510,799		$	498,370
Ratio of expenses to average net assets:
After fees paid indirectly		1.39	%		1.53	%		1.55	%		1.49	%		1.54	%
Before fees paid indirectly		1.55	%		1.54	%		1.56	%(m)		1.54	%		1.60	%
Ratio of net investment loss to average net assets:
After fees paid indirectly		0.54	%		(0.08	)%		(0.01	)%		(0.16	)%		(0.17	)%
Before fees paid indirectly		0.38	%		(0.09	)%		(0.02	)%		(0.21	)%		(0.23	)%
Portfolio turnover rate		78	%		60	%		67	%		58	%		61	%

See Notes to Financial Statements.

213

AXA PREMIER VIP TRUST

MULTIMANAGER SMALL CAP GROWTH PORTFOLIO(d)

FINANCIAL HIGHLIGHTS — (Continued)

Class A	January 22, 2008* to December 31, 2008 (c)
Net asset value, beginning of period	$	7.61
Income (loss) from investment operations:
Net investment loss		(0.04	)
Net realized and unrealized gain on investments		(2.39	)
Total from investment operations		(2.43	)
Less distributions:
Distributions from realized gains		(0.03	)
Net asset value, end of period	$	5.15
Total return (b)		(32.08	)%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	367,823
Ratio of expenses to average net assets:
After fees paid indirectly (a)		1.30	%(m)
Before fees paid indirectly (a)		1.35	%(m)
Ratio of net investment income (loss) to average net assets:
After fees paid indirectly (a)		(0.59	)%
Before fees paid indirectly (a)		(0.64	)%
Portfolio turnover rate		98	%
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	8.91		$	9.52		$	8.76		$	8.28		$	7.36
Income (loss) from investment operations:
Net investment loss		(0.06	)		(0.02	)		(0.07	)		(0.07	)		(0.07	)
Net realized and unrealized gain (loss) on investments and foreign currency transactions		(3.69	)		0.33			0.95			0.70			0.99
Total from investment operations		(3.75	)		0.31			0.88			0.63			0.92
Less distributions:
Distributions from realized gains		(0.03	)		(0.92	)		(0.12	)		(0.15	)		—
Net asset value, end of year	$	5.13		$	8.91		$	9.52		$	8.76		$	8.28
Total return		(42.21	)%		3.60	%		10.26	%		7.55	%		12.50	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	207,749		$	392,037		$	277,810		$	176,610		$	93,964
Ratio of expenses to average net assets:
After waivers		1.53	%		1.47	%		1.30	%		1.30	%		1.30	%
After waivers and fees paid indirectly		1.48	%		1.27	%		1.30	%		1.30	%		1.30	%
Before waivers and fees paid indirectly		1.53	%		1.54	%		1.39	%		1.37	%		1.43	%
Ratio of net investment income (loss) to average net assets:
After waivers		(0.90	)%		(0.39	)%		(0.77	)%		(0.85	)%		(0.89	)%
After waivers and fees paid indirectly		(0.85	)%		(0.19	)%		(0.77	)%		(0.85	)%		(0.89	)%
Before waivers and fees paid indirectly		(0.90	)%		(0.46	)%		(0.85	)%		(0.92	)%		(1.02	)%
Portfolio turnover rate		98	%		177	%		279	%		273	%		199	%
Effect of contractual expense limitation during the year:
Per share benefit to net investment loss	$	—		$	0.01		$	0.01		$	0.01		$	0.01

See Notes to Financial Statements.

214

AXA PREMIER VIP TRUST

MULTIMANAGER SMALL CAP VALUE PORTFOLIO

FINANCIAL HIGHLIGHTS — (Continued)

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			2006			2005 (c)			2004
Net asset value, beginning of year	$	11.23		$	13.70		$	13.37		$	14.02		$	13.29
Income (loss) from investment operations:
Net investment income		0.05			0.10			0.07			0.06			0.07
Net realized and unrealized gain (loss) on investments		(4.28	)		(1.42	)		2.09			0.61			2.20
Total from investment operations		(4.23	)		(1.32	)		2.16			0.67			2.27
Less distributions:
Dividends from net investment income		(0.04	)		(0.07	)		(0.08	)		(0.06	)		(0.05	)
Distributions from realized gains		(0.04	)		(1.08	)		(1.75	)		(1.26	)		(1.49	)
Total dividends and distributions		(0.08	)		(1.15	)		(1.83	)		(1.32	)		(1.54	)
Net asset value, end of year	$	6.92		$	11.23		$	13.70		$	13.37		$	14.02
Total return		(37.75	)%		(9.62	)%		16.38	%		4.94	%		17.45	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	242,715		$	628,684		$	577,637		$	523,308		$	281,509
Ratio of expenses to average net assets:
After waivers		1.23	%		1.07	%(m)		0.85	%(m)		0.79	%		0.80	%
After waivers and fees paid indirectly		1.17	%		1.06	%		0.77	%(m)		0.70	%		0.61	%
Before waivers and fees paid indirectly		1.23	%		1.10	%		0.85	%(m)		0.79	%		0.80	%
Ratio of net investment income to average net assets:
After waivers		0.42	%		0.71	%		0.40	%(m)		0.37	%		0.37	%
After waivers and fees paid indirectly		0.47	%		0.72	%		0.47	%(m)		0.46	%		0.56	%
Before waivers and fees paid indirectly		0.42	%		0.68	%		0.40	%(m)		0.37	%		0.37	%
Portfolio turnover rate		98	%		103	%		114	%		90	%		96	%
Effect of contractual expense limitation during the year:
Per share benefit to net investment income	$	—		$	—	#	$	—		$	—		$	—
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			2006			2005 (c)			2004
Net asset value, beginning of year	$	11.24		$	13.71		$	13.38		$	14.02		$	13.30
Income (loss) from investment operations:
Net investment income		0.02			0.07			0.03			0.03			0.03
Net realized and unrealized gain (loss) on investments		(4.27	)		(1.42	)		2.09			0.62			2.19
Total from investment operations		(4.25	)		(1.35	)		2.12			0.65			2.22
Less distributions:
Dividends from net investment income		(0.02	)		(0.04	)		(0.04	)		(0.03	)		(0.01	)
Distributions from realized gains		(0.04	)		(1.08	)		(1.75	)		(1.26	)		(1.49	)
Total dividends and distributions		(0.06	)		(1.12	)		(1.79	)		(1.29	)		(1.50	)
Net asset value, end of year	$	6.93		$	11.24		$	13.71		$	13.38		$	14.02
Total return		(37.87	)%		(9.84	)%		16.07	%		4.75	%		17.06	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	506,586		$	980,945		$	1,326,859		$	1,153,566		$	1,042,729
Ratio of expenses to average net assets:
After waivers		1.48	%		1.32	%(m)		1.10	%(m)		1.04	%		1.05	%
After waivers and fees paid indirectly		1.42	%		1.31	%(m)		1.02	%(m)		0.95	%		0.86	%
Before waivers and fees paid indirectly		1.48	%		1.35	%(m)		1.10	%(m)		1.04	%		1.05	%
Ratio of net investment income to average net assets:
After waivers		0.17	%		0.48	%		0.15	%(m)		0.12	%		0.12	%
After waivers and fees paid indirectly		0.23	%		0.50	%		0.22	%(m)		0.21	%		0.31	%
Before waivers and fees paid indirectly		0.17	%		0.46	%		0.15	%(m)		0.12	%		0.12	%
Portfolio turnover rate		98	%		103	%		114	%		90	%		96	%
Effect of contractual expense limitation during the year:
Per share benefit to net investment income	$	—		$	—	#	$	—		$	—		$	—

See Notes to Financial Statements.

215

AXA PREMIER VIP TRUST

MULTIMANAGER TECHNOLOGY PORTFOLIO

FINANCIAL HIGHLIGHTS — (Continued)

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	13.18		$	11.12		$	10.34		$	9.26		$	8.87
Income (loss) from investment operations:
Net investment loss		(0.05	)		(0.08	)		(0.07	)		(0.08	)		(0.05	)
Net realized and unrealized gain (loss) on investments and foreign currency transactions		(6.14	)		2.14			0.85			1.16			0.50
Total from investment operations		(6.19	)		2.06			0.78			1.08			0.45
Less distributions:
Distributions from realized gains		—			—			—			—			(0.06	)
Net asset value, end of year	$	6.99		$	13.18		$	11.12		$	10.34		$	9.26
Total return		(46.97	)%		18.53	%		7.54	%		11.54	%		5.25	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	7,124		$	36,248		$	28,469		$	27,263		$	25,939
Ratio of expenses to average net assets:
After fees paid indirectly		1.41	%		1.41	%		1.39	%		1.36	%		1.50	%
Before fees paid indirectly		1.42	%		1.42	%		1.43	%		1.42	%		1.60	%
Ratio of net investment loss to average net assets:
After fees paid indirectly		(0.41	)%		(0.62	)%		(0.69	)%		(0.85	)%		(0.70	)%
Before fees paid indirectly		(0.42	)%		(0.63	)%		(0.72	)%		(0.91	)%		(0.80	)%
Portfolio turnover rate		148	%		132	%		163	%		148	%		160	%
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			2006 (c)			2005 (c)			2004
Net asset value, beginning of year	$	12.98		$	10.98		$	10.23		$	9.19		$	8.82
Income (loss) from investment operations:
Net investment loss		(0.07	)		(0.11	)		(0.10	)		(0.10	)		(0.06	)
Net realized and unrealized gain (loss) on investments and foreign currency transactions		(6.05	)		2.11			0.85			1.14			0.49
Total from investment operations		(6.12	)		2.00			0.75			1.04			0.43
Less distributions:
Distributions from realized gains		—			—			—			—			(0.06	)
Net asset value, end of year	$	6.86		$	12.98		$	10.98		$	10.23		$	9.19
Total return		(47.15	)%		18.21	%		7.33	%		11.20	%		5.05	%
Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	331,894		$	656,676		$	516,556		$	507,474		$	486,608
Ratio of expenses to average net assets:
After fees paid indirectly		1.66	%(m)		1.66	%		1.64	%		1.61	%		1.75	%
Before fees paid indirectly		1.67	%(m)		1.67	%		1.68	%		1.67	%		1.85	%
Ratio of net investment loss to average net assets:
After fees paid indirectly		(0.73	)%		(0.87	)%		(0.94	)%		(1.10	)%		(0.95	)%
Before fees paid indirectly		(0.74	)%		(0.88	)%		(0.97	)%		(1.16	)%		(1.05	)%
Portfolio turnover rate		148	%		132	%		163	%		148	%		160	%

See Notes to Financial Statements.

216

AXA PREMIER VIP TRUST

TARGET 2015 ALLOCATION PORTFOLIO

FINANCIAL HIGHLIGHTS — (Continued)

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			August 31, 2006* to December 31, 2006 (c)
Net asset value, beginning of period	$	10.85		$	10.54		$	10.00
Income (loss) from investment operations:
Net investment income		0.40			0.26			0.23
Net realized and unrealized gain (loss) on investments		(3.69	)	$	0.53			0.56
Total from investment operations		(3.29	)	$	0.79			0.79
Less distributions:
Dividends from net investment income		(0.31	)		(0.35	)		(0.25	)
Distributions from net realized gains		(0.08	)	$	(0.13	)		—	#
Total dividends and distributions		(0.39	)		(0.48	)		(0.25	)
Net asset value, end of period	$	7.17		$	10.85		$	10.54
Total return (b)		(30.31	)%		7.49	%		7.94	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	33,119		$	580		$	540
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.35	%		0.35	%		0.35	%
Before waivers and reimbursements (a)(f)		0.55	%		1.81	%		7.98	%(m)
Ratio of net investment income to average net assets:
After waivers and reimbursements (a)(f)		4.45	%		2.37	%		6.68	%(l)
Before waivers and reimbursements (a)(f)		4.25	%		0.91	%		(1.66	)%(l)
Portfolio turnover rate		43	%		12	%		3	%
Effect of contractual expense limitation during the period:
Per share benefit to net investment income	$	0.02		$	0.16		$	0.29
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			August 31, 2006* to December 31, 2006 (c)
Net asset value, beginning of period	$	10.85		$	10.54		$	10.00
Income (loss) from investment operations:
Net investment income		0.36			0.46			0.39
Net realized and unrealized gain (loss) on investments		(3.67	)		0.30			0.39
Total from investment operations		(3.31	)		0.76			0.78
Less distributions:
Dividends from net investment income		(0.29	)		(0.32	)		(0.24	)
Distributions from net realized gains		(0.08	)		(0.13	)		—	#
Total dividends and distributions		(0.37	)		(0.45	)		(0.24	)
Net asset value, end of period	$	7.17		$	10.85		$	10.54
Total return (b)		(30.50	)%		7.22	%		7.85	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	23,402		$	13,218		$	2,023
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.60	%		0.60	%		0.60	%
Before waivers and reimbursements (a)(f)		0.80	%(m)		2.06	%(m)		8.23	%(m)
Ratio of net investment income to average net assets:
After waivers and reimbursements (a)(f)		3.97	%		4.12	%		11.01	%(l)
Before waivers and reimbursements (a)(f)		3.63	%		2.72	%		3.72	%(l)
Portfolio turnover rate		43	%		12	%		3	%
Effect of contractual expense limitation during the period:
Per share benefit to net investment income	$	0.03		$	0.16		$	0.26

See Notes to Financial Statements.

217

AXA PREMIER VIP TRUST

TARGET 2025 ALLOCATION PORTFOLIO

FINANCIAL HIGHLIGHTS — (Continued)

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			August 31, 2006* to December 31, 2006 (c)
Net asset value, beginning of period	$	11.02		$	10.65		$	10.00
Income (loss) from investment operations:
Net investment income		0.36			0.21			0.19
Net realized and unrealized gain (loss) on investments		(4.20	)		0.60			0.68
Total from investment operations		(3.84	)		0.81			0.87
Less distributions:
Dividends from net investment income		(0.26	)		(0.30	)		(0.22	)
Distributions from net realized gains		(0.11	)		(0.14	)		—	#
Total dividends and distributions		(0.37	)		(0.44	)		(0.22	)
Net asset value, end of period	$	6.81		$	11.02		$	10.65
Total return (b)		(34.83	)%		7.62	%		8.71	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	31,868		$	585		$	544
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.35	%		0.35	%		0.35	%
Before waivers and reimbursements (a)(f)		0.57	%		1.51	%		7.39	%(m)
Ratio of net investment income to average net assets:
After waivers and reimbursements (a)(f)		4.11	%		1.86	%		5.55	%(l)
Before waivers and reimbursements (a)(f)		3.90	%		0.69	%		(2.33	)%(l)
Portfolio turnover rate		21	%		15	%		2	%
Effect of contractual expense limitation during the period:
Per share benefit to net investment income	$	0.02		$	0.13		$	0.27
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			August 31, 2006* to December 31, 2006 (c)
Net asset value, beginning of period	$	11.02		$	10.65		$	10.00
Income (loss) from investment operations:
Net investment income		0.31			0.35			0.31
Net realized and unrealized gain (loss) on investments		(4.16	)		0.43			0.55
Total from investment operations		(3.85	)		0.78			0.86
Less distributions:
Dividends from net investment income		(0.25	)		(0.27	)		(0.21	)
Distributions from net realized gains		(0.11	)		(0.14	)		—	#
Total dividends and distributions		(0.36	)		(0.41	)		(0.21	)
Net asset value, end of period	$	6.81		$	11.02		$	10.65
Total return (b)		(35.00	)%		7.35	%		8.62	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	22,355		$	17,298		$	2,154
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.60	%		0.60	%		0.60	%
Before waivers and reimbursements (a)(f)		0.82	%(m)		1.76	%(m)		7.64	%(m)
Ratio of net investment income to average net assets:
After waivers and reimbursements (a)(f)		3.40	%		3.10	%		8.86	%(l)
Before waivers and reimbursements (a)(f)		3.05	%		2.03	%		2.18	%(l)
Portfolio turnover rate		21	%		15	%		2	%
Effect of contractual expense limitation during the period:
Per share benefit to net investment income	$	0.03		$	0.12		$	0.24

See Notes to Financial Statements.

218

AXA PREMIER VIP TRUST

TARGET 2035 ALLOCATION PORTFOLIO

FINANCIAL HIGHLIGHTS — (Continued)

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			August 31, 2006* to December 31, 2006 (c)
Net asset value, beginning of period	$	11.21		$	10.76		$	10.00
Income (loss) from investment operations:
Net investment income		0.34			0.17			0.16
Net realized and unrealized gain (loss) on investments		(4.58	)		0.66			0.78
Total from investment operations		(4.24	)		0.83			0.94
Less distributions:
Dividends from net investment income		(0.24	)		(0.27	)		(0.18	)
Distributions from net realized gains		(0.14	)		(0.11	)		—	#
Total dividends and distributions		(0.38	)		(0.38	)		(0.18	)
Net asset value, end of period	$	6.59		$	11.21		$	10.76
Total return (b)		(37.94	)%		7.75	%		9.45	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	10,038		$	589		$	547
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.35	%		0.35	%		0.35	%
Before waivers and reimbursements (a)(f)		0.94	%		2.48	%		9.66	%(m)
Ratio of net investment income to average net assets:
After waivers and reimbursements (a)(f)		3.92	%		1.48	%		4.50	%(l)
Before waivers and reimbursements (a)(f)		3.33	%		(0.64	)%		(4.99	)%(l)
Portfolio turnover rate		12	%		6	%		4	%
Effect of contractual expense limitation during the period:
Per share benefit to net investment income	$	0.05		$	0.24		$	0.33
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			August 31, 2006* to December 31, 2006 (c)
Net asset value, beginning of period	$	11.21		$	10.76		$	10.00
Income (loss) from investment operations:
Net investment income		0.30			0.29			0.19
Net realized and unrealized gain (loss) on investments		(4.55	)		0.51			0.74
Total from investment operations		(4.25	)		0.80			0.93
Less distributions:
Dividends from net investment income		(0.22	)		(0.24	)		(0.17	)
Distributions from net realized gains		(0.14	)		(0.11	)		—	#
Total dividends and distributions		(0.36	)		(0.35	)		(0.17	)
Net asset value, end of period	$	6.60		$	11.21		$	10.76
Total return (b)		(38.01	)%		7.37	%		9.45	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	14,430		$	9,825		$	1,228
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.60	%		0.60	%		0.60	%
Before waivers and reimbursements (a)(f)		1.19	%(m)		2.73	%(m)		9.91	%(m)
Ratio of net investment income to average net assets:
After waivers and reimbursements (a)(f)		3.34	%		2.54	%		5.42	%(l)
Before waivers and reimbursements (a)(f)		2.59	%		0.53	%		(3.77	)%(l)
Portfolio turnover rate		12	%		6	%		4	%
Effect of contractual expense limitation during the period:
Per share benefit to net investment income	$	0.07		$	0.23		$	0.32

See Notes to Financial Statements.

219

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TARGET 2045 ALLOCATION PORTFOLIO

FINANCIAL HIGHLIGHTS — (Continued)

	Year Ended December 31,
Class A	2008 (c)			2007 (c)			August 31, 2006* to December 31, 2006 (c)
Net asset value, beginning of period	$	11.16		$	10.86		$	10.00
Income (loss) from investment operations:
Net investment income		0.29			0.13			0.12
Net realized and unrealized gain (loss) on investments		(4.86	)		0.74			0.89
Total from investment operations		(4.57	)		0.87			1.01
Less distributions:
Dividends from net investment income		(0.20	)		(0.23	)		(0.15	)
Distributions from net realized gains		(0.19	)		(0.34	)		—	#
Total dividends and distributions		(0.39	)		(0.57	)		(0.15	)
Net asset value, end of period	$	6.20		$	11.16		$	10.86
Total return (b)		(41.18	)%		8.09	%		10.16	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	3,014		$	595		$	551
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.35	%		0.35	%		0.35	%
Before waivers and reimbursements (a)(f)		1.63	%		2.91	%		10.59	%(m)
Ratio of net investment income to average net assets:
After waivers and reimbursements (a)(f)		3.40	%		1.13	%		3.47	%(l)
Before waivers and reimbursements (a)(f)		2.12	%		(1.42	)%		(6.92	)%(l)
Portfolio turnover rate		5	%		23	%		7	%
Effect of contractual expense limitation during the period:
Per share benefit to net investment income	$	0.11		$	0.29		$	0.36
	Year Ended December 31,
Class B	2008 (c)			2007 (c)			August 31, 2006* to December 31, 2006 (c)
Net asset value, beginning of period	$	11.16		$	10.86		$	10.00
Income (loss) from investment operations:
Net investment income		0.24			0.21			0.18
Net realized and unrealized gain (loss) on investments		(4.82	)		0.63			0.82
Total from investment operations		(4.58	)		0.84			1.00
Less distributions:
Dividends from net investment income		(0.19	)		(0.20	)		(0.14	)
Distributions from net realized gains		(0.19	)		(0.34	)		—	#
Total dividends and distributions		(0.38	)		(0.54	)		(0.14	)
Net asset value, end of period	$	6.20		$	11.16		$	10.86
Total return (b)		(41.33	)%		7.82	%		10.06	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	8,696		$	6,588		$	1,052
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.60	%		0.60	%		0.60	%
Before waivers and reimbursements (a)(f)		1.88	%(m)		3.16	%(m)		10.84	%(m)
Ratio of net investment income to average net assets:
After waivers and reimbursements (a)(f)		2.71	%		1.78	%		5.06	%(l)
Before waivers and reimbursements (a)(f)		1.33	%		(0.70	)%		(5.07	)%(l)
Portfolio turnover rate		5	%		23	%		7	%
Effect of contractual expense limitation during the period:
Per share benefit to net investment income	$	0.12		$	0.29		$	0.36

See Notes to Financial Statements.

220

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FINANCIAL HIGHLIGHTS — (Concluded)

* Commencement of operations.

# Per share amount is less than $0.01.

(†) The capital contribution from affiliate is related to certain adjustments to historic net asset values.

‡ Amount is less than 1%.

(a) Ratios for periods less than one year are annualized.

(b) Total returns for periods less than one year are not annualized.

(c) Net investment income and capital changes are based on average shares outstanding.

(d) On July 6, 2007, this Portfolio received, through a merger, the assets and liabilities of the EQ/Wells Fargo Montgomery Small Cap Portfolio that followed the same investment objectives of this Portfolio. The information from October 1, 2004 through July 6, 2007 is that of the predecessor EQ/Wells Fargo Montgomery Small Cap Portfolio. Information for the year ended December 31, 2007 includes the results of the operations of the predecessor EQ/Wells Fargo Montgomery Small Cap Portfolio from January 1, 2007 through July 6, 2007.

(f) Expenses do not include the expenses of the underlying funds.

(l) The annualized ratio of net investment income to average net assets may not be indicative of operating results for a full year.

(m) Reflects overall fund ratios for investment income and non-class specific expense.

(n) Includes a gain incurred resulting from a litigation payment. Without this gain, the total return would have been (46.77)%.

(o) Includes a gain incurred resulting from a litigation payment. Without this gain, the total return would have been (46.87)%.

See Notes to Financial Statements.

221

AXA PREMIER VIP TRUST

NOTES TO FINANCIAL STATEMENTS

December 31, 2008

Note 1 Organization and Selected Significant Accounting Policies

AXA Premier VIP Trust (the “Trust”) was organized as a Delaware business trust on October 2, 2001 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company with thirteen diversified Portfolios and nine non-diversified Portfolios (each a “Portfolio”). The non-diversified Portfolios are: AXA Conservative Allocation Portfolio, AXA Conservative-Plus Allocation Portfolio, AXA Moderate Allocation Portfolio, AXA Moderate-Plus Allocation Portfolio, AXA Aggressive Allocation Portfolio, Target 2015 Allocation Portfolio, Target 2025 Allocation Portfolio, Target 2035 Allocation Portfolio and Target 2045 Allocation Portfolio. The investment manager to each Portfolio is AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”). The day-to-day portfolio management of each Portfolio, other than the AXA Conservative Allocation Portfolio, AXA Conservative-Plus Allocation Portfolio, AXA Moderate Allocation Portfolio, AXA Moderate-Plus Allocation Portfolio and AXA Aggressive Allocation Portfolio (“AXA Allocation Portfolios”), and the Target 2015 Allocation Portfolio, Target 2025 Allocation Portfolio, Target 2035 Allocation Portfolio and Target 2045 Allocation Portfolio (“Target Allocation Portfolios”), is provided by multiple investment sub-advisers (each an “Adviser”).

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust enters into contracts with their vendors and others that provide for general indemnifications. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust. However, based on experience, the Trust and management expect that risk of loss to be remote.

The AXA Allocation Portfolios and the Target Allocation Portfolios are types of mutual funds often described as “fund of funds.” Each AXA Allocation Portfolio and Target Allocation Portfolio pursues its investment objective by investing exclusively in other affiliated mutual funds managed by AXA Equitable (EQ Advisors Trust and AXA Premier VIP Trust).

All of the Portfolios, except the AXA Allocation Portfolios and Target Allocation Portfolios, employ multiple Advisers. Each of the Advisers independently chooses and maintains a portfolio of securities for the Portfolio and each is responsible for investing a specific allocated portion of the Portfolio’s assets. Because each Adviser will be managing its allocated portion of the Portfolio independently from the other Advisers, the same security may be held in different portions of the Portfolio, or may be acquired for one portion of the Portfolio at a time when the Adviser of another portion deems it appropriate to dispose of the security. Similarly, under some market conditions, one Adviser may believe that temporary defensive investments in short-term instruments or cash are appropriate when the other Adviser or Advisers believe continued exposure to the equity markets is appropriate for their portions of the Portfolio. Because each Adviser directs the trading for its own portion of the Portfolio, and does not aggregate its transactions with those of the other Advisers, the Portfolio may incur higher brokerage costs, and have higher portfolio turnover, than would be the case if a single Adviser were managing the entire Portfolio.

The Trust has the right to issue two classes of shares, Class A and Class B. The Class B shares are subject to distribution fees imposed under a distribution plan (“Distribution Plan”) adopted pursuant to Rule 12b-1 under the 1940 Act. Under the Trust’s multiple class distribution system, both classes of shares have identical voting, dividend, liquidation and other rights, other than the payment of distribution fees under the Distribution Plan. The Trust’s shares are currently sold only to insurance company separate accounts in connection with variable life insurance contracts and variable annuity certificates and contracts issued by AXA Equitable, an indirect wholly-owned subsidiary of AXA, AXA Life and Annuity Company and other affiliated or unaffiliated insurance companies and to the AXA Equitable 401(k) Plan.

222

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NOTES TO FINANCIAL STATEMENTS — (Continued)

December 31, 2008

The investment objectives of each Portfolio are as follows:

AXA Conservative Allocation Portfolio — Seeks a high level of current income.

AXA Conservative-Plus Allocation Portfolio — Seeks current income and growth of capital, with a greater emphasis on current income.

AXA Moderate Allocation Portfolio — Seeks long-term capital appreciation and current income.

AXA Moderate-Plus Allocation Portfolio — Seeks long-term capital appreciation and current income, with a greater emphasis on capital appreciation.

AXA Aggressive Allocation Portfolio — Seeks long-term capital appreciation.

Multimanager Aggressive Equity Portfolio (advised by AllianceBernstein L.P. (“AllianceBernstein”) (an affiliate of AXA Equitable), ClearBridge Advisors, LLC, Legg Mason Capital Management, Inc. and Marsico Capital Management, LLC (“Marsico”)) — Long-term growth of capital.

Multimanager Core Bond Portfolio (advised by BlackRock Financial Management, Inc. and Pacific Investment Management Company LLC (“PIMCO”)) — To seek a balance of a high current income and capital appreciation, consistent with a prudent level of risk.

Multimanager Health Care Portfolio (advised by Invesco Aim Capital Management, Inc., RCM Capital Management LLC (“RCM”) and Wellington Management Company, LLP (“Wellington Management”)) — Long-term growth of capital.

Multimanager High Yield Portfolio (advised by PIMCO and Post Advisory Group, LLC) — High total return through a combination of current income and capital appreciation.

Multimanager International Equity Portfolio (advised by AllianceBernstein, JPMorgan Investment Management Inc. and Marsico) — Long-term growth of capital.

Multimanager Large Cap Core Equity Portfolio (advised by AllianceBernstein, Janus Capital Management LLC and Thornburg Investment Management, Inc.) — Long-term growth of capital.

Multimanager Large Cap Growth Portfolio (advised by Goodman & Co. NY Ltd. (“Goodman”), T. Rowe Price Associates, Inc. and Westfield Capital Management Company, LP (“Westfield”)) — Long-term growth of capital. Effective August 1, 2008, Westfield replaced RCM as a sub-advisor to the Portfolio. Effective August 1, 2008, Goodman replaced TCW Investment Management Company as a sub-advisor to the Portfolio.

Multimanager Large Cap Value Portfolio (advised by AllianceBernstein, Institutional Capital LLC and MFS Investment Management) — Long-term growth of capital.

Multimanager Mid Cap Growth Portfolio (advised by AllianceBernstein, Franklin Advisers, Inc., and Wellington Management) — Long-term growth of capital. Effective July 31, 2008, Wellington Management replaced Provident Investment Counsel, Inc. as a sub-advisor to the Portfolio.

Multimanager Mid Cap Value Portfolio (advised by AXA Rosenberg Investment Management LLC (an affiliate of AXA Equitable), Tradewinds Global Investors, LLC (“Tradewinds”) and Wellington Management) — Long-term growth of capital. Effective December 1, 2008, Tradewinds replaced TCW as a sub-advisor to the Portfolio.

Multimanager Small Cap Growth Portfolio (advised by Eagle Asset Management, Inc. and Wells Capital Management Inc.) — Long-term growth of capital.

Multimanager Small Cap Value Portfolio (advised by Franklin Advisory Services, LLC, Lazard Asset Management LLC and Pacific Global Management Company (“Pacific Global”)) — Long-term growth of capital. Effective July 18, 2008, Pacific Global was added as a sub-advisor to the Portfolio.

223

AXA PREMIER VIP TRUST

NOTES TO FINANCIAL STATEMENTS — (Continued)

December 31, 2008

Multimanager Technology Portfolio (advised by Firsthand Capital Management, Inc., RCM and Wellington Management) — Long-term growth of capital.

Target 2015 Allocation Portfolio — Seeks the highest total return over time consistent with its asset mix. Total return includes capital growth and income.

Target 2025 Allocation Portfolio — Seeks the highest total return over time consistent with its asset mix. Total return includes capital growth and income.

Target 2035 Allocation Portfolio — Seeks the highest total return over time consistent with its asset mix. Total return includes capital growth and income.

Target 2045 Allocation Portfolio — Seeks the highest total return over time consistent with its asset mix. Total return includes capital growth and income.

The following is a summary of the significant accounting policies of the Trust:

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.

Valuation:

The Portfolios are subject to the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS 157), effective with the beginning of each Portfolio’s fiscal year. This standard defines fair value, sets out a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques, giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are summarized below:

• Level 1 - quoted prices in active markets for identical assets

• Level 2 - other significant inputs (including quoted prices of similar securities, interest rates, prepayment speeds, credit risk, etc.)

• Level 3 - significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

Changes in valuation techniques may result in transfers in or out of an investment’s assigned level within the hierarchy.

The inputs or methodology used to value securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with the rules under the 1940 Act. Generally, amortized cost approximates the current fair value of a security, but since the valuation is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

A summary of inputs used to value each Portfolio’s investments as of December 31, 2008 is included in the Portfolio of Investments.

Equity securities listed on national securities exchanges are valued at the last sale price or official closing price on the date of valuation or, if there is no sale or official closing price, at the latest available bid price. Other unlisted equity securities are valued at their last sale price or official closing price or, if no reported sale occurs during the day, at a bid price estimated by a broker. Securities listed on the NASDAQ exchange will be valued using the NASDAQ Official Closing Price (“NOCP”). Generally, the

224

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NOTES TO FINANCIAL STATEMENTS — (Continued)

December 31, 2008

NOCP will be the last sale price unless the reported trade for the security is outside the range of the bid/ ask price. In such cases, the NOCP will be normalized to the nearer of the bid or ask price.

Convertible preferred stocks listed on national securities exchanges or included on the NASDAQ stock market are valued as of their last sale price or, if there is no sale, at the latest available bid price. Convertible bonds and unlisted convertible preferred stocks are valued at bid prices obtained from one or more of the major dealers in such securities. Where there is a discrepancy between dealers, values may be adjusted based on recent premium spreads to the underlying common stocks. Convertible bonds may be matrix-priced based upon the conversion value to the underlying common stocks and market premiums.

Mortgage-backed and asset-backed securities are valued at prices obtained from a bond pricing service where available, or at a bid price obtained from one or more of the major dealers in such securities. If a quoted price is unavailable, an equivalent yield or yield spread quote will be obtained from a broker and converted to a price.

Options, including options on futures that are traded on exchanges, are valued at their last sale price, and if the last sale price is not available then the previous day’s last sale price is used. If the bid price is higher or the asked price is lower than the last sale price, the higher bid or lower asked price may be used. Options not traded on an exchange or actively traded are valued at fair value under the direction of the Board of Trustees (“Trustees”).

Long-term corporate bonds may be valued on the basis of prices provided by a pricing service when such prices are believed to reflect the fair market value of such securities. The prices provided by a pricing service take into account many factors, including institutional size, trading in similar groups of securities and any developments related to specific securities; however, when such prices are unavailable, such bonds will be valued using broker quotes.

U.S. Treasury securities and other obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, are valued at representative quoted prices.

Foreign securities, including foreign government securities, not traded directly, or in American Depositary Receipt (“ADR”) or similar form in the United States, are valued at representative quoted prices from the primary exchange in the currency of the country of origin.

Investments in Exchange Traded Funds (ETFs) are valued based on last sale price on the respective exchange.

Short-term investments which mature in 60 days or less from the date of valuation are valued at amortized cost, which approximates market value. Short-term investments, which mature in more than 60 days, are valued at representative quoted prices.

Futures contracts are valued at their last sale price or, if there is no sale, at the latest available bid price.

Forward foreign exchange contracts are valued by interpolating between the forward and spot currency rates as quoted by a pricing service as of a designated hour on the valuation date.

Other securities and assets for which market quotations are not readily available or for which valuation can not be provided, are valued at fair value under the direction of the Trustees.

Investments in the AXA Allocation Portfolios and the Target Allocation Portfolios are valued based on the net asset value per share of each underlying open-end mutual fund, which follow the policies as described above.

Pursuant to procedures approved by the Trustees, events or circumstances affecting the values of portfolio securities that occur between the closing of their principal markets and the time the NAV is determined may be reflected, as by a method approved by the Trustees, in the Trust’s calculation of net asset values for each applicable Portfolio when the Trust’s Manager deems that the particular event or

225

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NOTES TO FINANCIAL STATEMENTS — (Continued)

December 31, 2008

circumstance would materially affect such Portfolio’s net asset value. The value and percentage, based on Total Investments, of the investments that applied these procedures on December 31, 2008 are as follows:

Portfolios:	Market Value		Percentage of Total Investments*
Multimanager Aggressive Equity	$	6,955,324	0.9%
Multimanager Health Care		32,543,269	10.3
Multimanager International Equity		1,589,098,870	83.8
Multimanager Large Cap Core		20,533,552	2.3
Multimanager Large Cap Value		31,781,601	2.0
Multimanager Mid Cap Growth		8,132,052	1.8
Multimanager Mid Cap Value		7,735,290	1.2
Multimanager Technology		16,044,058	4.8

* excluding Investments of Cash Collateral for Securities on Loan

Securities transactions are recorded on the trade date net of brokerage fees, commissions, and transfer fees. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Interest income (including amortization of premium and discount on long-term securities using the effective yield method) is accrued daily.

Realized gains and losses on the sale of investments are computed on the basis of the specific identification method of the investments sold. Unrealized appreciation (depreciation) on investments and foreign currency denominated assets and liabilities is presented net of deferred taxes on unrealized gains in the Statement of Assets and Liabilities.

Expenses attributable to a single Portfolio or class are charged to that Portfolio or class. Expenses of the Trust not attributable to a single Portfolio or class are charged to each Portfolio or class in proportion to the average net assets of each Portfolio or other appropriate allocation methods.

All income earned and expenses incurred by each Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the daily net assets of such class, except for distribution fees which are charged on a class specific basis.

Foreign Currency Valuation:

The books and records of the Trust are kept in U.S. dollars. Foreign currency amounts are translated into U.S. dollars at current exchange rates at the following dates:

(i) market value of investment securities, other assets and liabilities - at the valuation date.

(ii) purchases and sales of investment securities, income and expenses - at the date of such transactions.

The Portfolios do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on securities.

Net currency gains or losses realized and unrealized as a result of differences between interest or dividends, withholding taxes, forward foreign currency exchange contracts and foreign cash recorded on the Portfolio’s books and the U.S. dollar equivalent amount actually received or paid are presented under foreign currency transactions in the realized and unrealized gains and losses section of the Statements of Operations. Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from forward foreign currency contracts, disposition of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on a Portfolio’s books and the U.S. dollar equivalent of amounts actually received or paid.

226

AXA PREMIER VIP TRUST

NOTES TO FINANCIAL STATEMENTS — (Continued)

December 31, 2008

Taxes:

The Portfolios adopted the provisions of the FASB Interpretation number 48 Accounting for Uncertainty in Income Taxes (“the Interpretation”), on December 31, 2007. At December 31, 2008, the Portfolios did not have any liabilities for uncertain tax positions. The Portfolios recognize interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statements of Operations. During the year, the Portfolios did not incur any interest or penalties.

Each of the tax years in the four year period ended December 31, 2008 remain subject to examination by the Internal Revenue Service and state taxing authorities. FIN 48 had no impact on the Portfolios for the year ended December 31, 2008.

The Trust intends to comply with the requirements of the Internal Revenue Code of 1986, as amended (“Code”) applicable to regulated investment companies and to distribute substantially all of its net investment income and net realized capital gains to shareholders of each Portfolio. Therefore, no Federal income tax provision is required. Dividends from net investment income, if any, are declared and distributed at least annually for all Portfolios (Multimanager Core Bond declares and distributes monthly). Distributions from net realized short-term and long-term capital gains, if any, are declared and distributed at least annually to the shareholders of the Portfolios to which such gains are attributable unless such gains are offset by capital loss carryforwards. All dividends are reinvested in additional full and fractional shares of the related Portfolios. All dividends and distributions are calculated on a tax basis and, as such, the amounts may differ from financial statement investment income and realized gains. Those differences are primarily due to differing book and tax treatments for organization costs, forward foreign currency transactions, losses due to wash sales transactions, mark-to-market of forward contracts, mark-to-market of passive foreign investment companies and straddle transactions. In addition, short-term capital gains and foreign currency gains are treated as capital gains for accounting (book) purposes but are considered ordinary income for tax purposes. Net capital and net currency losses incurred after October 31 and within the taxable year are deemed to arise on the first business day of the Portfolio’s next taxable year.

The tax composition of distributed and undistributed income and gains for the years ended December 31, 2008 and December 31, 2007, were as follows:

	Year Ended December 31, 2008								Year Ended December 31, 2007
	Distributed Ordinary Income		Distributed Long Term Gains		Accumulated Undistributed Ordinary Income		Accumulated Undistributed Long Term Gains		Distributed Ordinary Income		Distributed Long Term Gains		Accumulated Undistributed Ordinary Income		Accumulated Undistributed Long Term Gains
AXA Conservative Allocation	$	66,401,374	$	14,776,714	$	—	$	2,702,908	$	21,368,434	$	8,673,731	$	—	$	8,204,533
AXA Conservative- Plus Allocation		54,829,847		36,745,585		—		2,679,153		37,710,012		21,933,958		30,000		25,692,644
AXA Moderate Allocation		370,627,445		388,857,007		—		11,769,459		298,600,094		52,620,672		—		281,484,720
AXA Moderate- Plus Allocation		250,828,191		559,424,936		—		20,523,372		287,282,601		287,860,350		—		460,742,283
AXA Aggressive Allocation		49,303,399		206,971,528		59,296		3,083,153		73,945,478		100,301,029		—		164,086,702
Multimanager Aggressive Equity		6,214,318		—		35,872		—		2,642,629		—		456,432		—
Multimanager Core Bond		207,175,981		47,135,586		—		—		125,976,717		—		2,620,754		3,011,991
Multimanager Health Care		3,018,648		1,578,860		—		—		14,562,365		18,427,218		2,912,273		1,502,977
Multimanager High Yield		157,290,685		—		—		—		147,966,792		—		1,728,137		—
Multimanager International Equity		77,511,552		18,971,707		972,411		—		95,478,324		101,354,141		31,129,819		18,971,707

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NOTES TO FINANCIAL STATEMENTS — (Continued)

December 31, 2008

	Year Ended December 31, 2008								Year Ended December 31, 2007
	Distributed Ordinary Income		Distributed Long Term Gains		Accumulated Undistributed Ordinary Income		Accumulated Undistributed Long Term Gains		Distributed Ordinary Income		Distributed Long Term Gains		Accumulated Undistributed Ordinary Income		Accumulated Undistributed Long Term Gains
Multimanager Large Cap Core Equity	$	10,831,433	$	—	$	—	$	—	$	32,902,483	$	41,565,481	$	2,563,155	$	—
Multimanager Large Cap Growth		53,996		—		—		—		5,929,173		41,310,199		51,863		—
Multimanager Large Cap Value		35,259,292		3,521,292		—		—		111,537,136		106,635,518		1,415,383		3,343,040
Multimanager Mid Cap Growth		3,043,981		4,128,512		—		—		—		83,221,222		3,069,989		4,100,311
Multimanager Mid Cap Value		4,821,485		11,956,713		3,755,335		—		13,148,254		80,529,778		560,811		11,960,386
Multimanager Small Cap Growth		2,535,039		102,520		—		—		24,310,615		12,226,903		2,369,788		101,427
Multimanager Small Cap Value		3,268,398		4,501,548		—		—		70,233,923		86,605,208		—		3,389,593
Multimanager Technology		—		—		—		—		—		—		—		—
Target 2015 Allocation		1,952,642		924,929		—		—		443,794		71,472		—		280,687
Target 2025 Allocation		1,595,453		1,153,544		—		70,416		474,399		134,797		—		431,133
Target 2035 Allocation		653,191		618,788		—		28,830		235,561		48,431		—		271,474
Target 2045 Allocation		253,717		386,856		—		26,023		145,251		162,141		—		206,051

Permanent book and tax basis differences relating to shareholder distributions resulted in reclassifications to undistributed (overdistributed) net investment income (loss), accumulated net realized gain (loss) and paid-in capital at December 31, 2008 as follows:

Portfolios:	Undistributed Net Investment Income (Loss)			Accumulated Net Realized Gain (Loss)			Paid In Capital
AXA Conservative Allocation	$	8,707,665		$	(8,707,665	)	$	—
AXA Conservative-Plus Allocation		8,366,859			(8,366,859	)		—
AXA Moderate Allocation		67,841,687			(67,841,687	)		—
AXA Moderate-Plus Allocation		61,402,704			(61,402,704	)		—
AXA Aggressive Allocation		14,708,890			(14,708,890	)		—
Multimanager Aggressive Equity		105,474			1,317,416			(1,422,890	)
Multimanager Core Bond		4,996,500			8,201,971			(13,198,471	)
Multimanager Health Care		1,929,600			(626,983	)		(1,302,617	)
Multimanager High Yield		4,298,615			64,306,533			(68,605,148	)
Multimanager International Equity		(2,875,398	)		2,875,398			—
Multimanager Large Cap Core Equity		28,163			81,195			(109,358	)
Multimanager Large Cap Growth		1,569,542			2,132			(1,571,674	)
Multimanager Large Cap Value		158,656			48,299			(206,955	)
Multimanager Mid Cap Growth		4,393,613			76,297			(4,469,910	)
Multimanager Mid Cap Value		(466,515	)		606,993			(140,478	)
Multimanager Small Cap Growth		4,091,645			8,718			(4,100,363	)
Multimanager Small Cap Value		(107,100	)		566,839			(459,739	)
Multimanager Technology		3,791,284			(63,767	)		(3,727,517	)
Target 2015 Allocation		434,735			(435,842	)		1,107
Target 2025 Allocation		463,865			(463,997	)		132
Target 2035 Allocation		227,492			(230,873	)		3,381

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Portfolios:	Undistributed Net Investment Income (Loss)		Accumulated Net Realized Gain (Loss)			Paid In Capital
Target 2045 Allocation	$	116,440	$	(116,915	)	$	475

Net capital and net currency losses incurred after October 31 and within the taxable year are deemed to arise on the first business day of the Portfolio’s next taxable year. For the period from November 1, 2008 to December 31, 2008, the Portfolios elected to defer until the first business day of 2009 for U.S. Federal income tax purposes, net capital and net currency losses, as follows:

Portfolios:	Net Currency Loss		Net Capital Loss
AXA Conservative Allocation	$	—	$	—
AXA Conservative-Plus Allocation		—		—
AXA Moderate Allocation		—		—
AXA Moderate-Plus Allocation		—		—
AXA Aggressive Allocation		—		—
Multimanager Aggressive Equity		163		118,129,481
Multimanager Core Bond		10,050,543		2,706,811
Multimanager Health Care		346,570		5,050,063
Multimanager High Yield		3,497,482		39,568,891
Multimanager International Equity		—		74,647,735
Multimanager Large Cap Core Equity		25,655		42,907,967
Multimanager Large Cap Growth		—		27,850,175
Multimanager Large Cap Value		—		77,995,731
Multimanager Mid Cap Growth		3,797		36,215,832
Multimanager Mid Cap Value		225		107,415,490
Multimanager Small Cap Growth		—		55,161,614
Multimanager Small Cap Value		—		53,336,692
Multimanager Technology		11,597		31,385,925
Target 2015 Allocation		—		—
Target 2025 Allocation		—		—
Target 2035 Allocation		—		—
Target 2045 Allocation		—		—

Fees Paid Indirectly:

For all Portfolios, the Board of Trustees has approved the payment of certain Trust expenses using brokerage service arrangements. These payments are reflected on the Statements of Operations. For the year ended December 31, 2008, several Portfolios reduced expenses under these arrangements as follows:

Portfolios:	Amount
Multimanager Aggressive Equity	$	441,379
Multimanager Health Care		70,991
Multimanager International Equity		4,486
Multimanager Large Cap Core Equity		64,023
Multimanager Large Cap Growth		294,456
Multimanager Large Cap Value		439,971
Multimanager Mid Cap Growth		710,043
Multimanager Mid Cap Value		1,394,526
Multimanager Small Cap Growth		289,550

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Portfolios:	Amount
Multimanager Small Cap Value	$	636,475
Multimanager Technology		50,602

Securities Lending:

For all Portfolios, the Board of Trustees has approved the lending of portfolio securities, through its custodian bank, JPMorgan Chase Bank (“JPMorgan”), acting as lending agent, to certain approved broker-dealers in exchange for negotiated lenders’ fees. By lending investment securities, a Portfolio attempts to increase its net investment income through the return on the investment of cash collateral received on the loan. Any gain or loss in the market price of the securities loaned that might occur and any interest earned or dividends declared during the term of the loan would be for the account of the Portfolio. Risks of delay in recovery of the securities or even loss of rights in the collateral may occur should the borrower of the securities fail financially. Risks may also arise to the extent that the value of the securities loaned increases above the value of the collateral received. Any such loan of Portfolio securities will be continuously secured by collateral in cash or high grade debt securities at least equal at all times to the market value of the security loaned. JPMorgan will indemnify each Portfolio from any loss resulting from a borrower’s failure to return a loaned security when due. JPMorgan invests the cash collateral on behalf of the Portfolios and retains a portion of the interest earned. Cash collateral is invested on behalf of a Portfolio in a manner similar to the Portfolio’s investment of its cash reserves and the Portfolio bears all of the gains and losses on such investments. The net asset value of a Portfolio will be affected by an increase or decrease in the value of the securities loaned and by an increase or decrease in the value of instruments in which cash collateral is invested. The net amount of interest earned, after the interest rebate, is included in the Statements of Operations as securities lending income. At December 31, 2008, the cash collateral received by each Portfolio for securities loaned was invested by JPMorgan and is summarized in the Portfolio of Investments. The Portfolios bear the risk of any loss in market value of the investments purchased with cash collateral.

Repurchase Agreements:

Certain Portfolios may enter into repurchase agreements with qualified and Manager approved banks, broker-dealers or other financial institutions as a means of earning a fixed rate of return on their cash reserves for periods as short as overnight. A repurchase agreement is a contract pursuant to which a Portfolio, against receipt of securities of at least equal value including accrued interest, agrees to advance a specified sum to the financial institution which agrees to reacquire the securities at a mutually agreed upon time (usually one day) and price. Each repurchase agreement entered into by a Portfolio will provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest. A Portfolio’s right to liquidate such securities in the event of a default by the seller could involve certain costs, losses or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase are less than the repurchase price, the Portfolio could suffer a loss.

Options Written:

Certain Portfolios may write (sell) covered options as a hedge to provide protection against adverse movements in the price of securities in the portfolio or to enhance investment performance. Certain Portfolios may purchase and sell exchange traded options on foreign currencies. When a Portfolio writes an option, an amount equal to the premium received by the Portfolio is recorded as a liability and is subsequently adjusted on a daily basis to the current market price of the option written. Premiums received from writing options which expire unexercised are recognized as gains on the expiration date. Premiums received from writing options which are exercised or are cancelled in closing purchase transactions are offset against the cost of any securities purchased or added to the proceeds or netted against the amount paid on the transaction to determine the realized gain or loss. In writing options, a Portfolio must assume that the option may be exercised at any time prior to the expiration of its obligation as a writer, and that in such circumstances the net proceeds of the sale or cost of purchase of the

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underlying securities and currencies pursuant to the call or put option may be substantially below or above the prevailing market price. By writing a covered call option, a Portfolio, in exchange for the premium, foregoes the opportunity for capital appreciation above the exercise price should the market price of the underlying security increase. A Portfolio also has the additional risk of not being able to enter into a closing purchase transaction if a liquid secondary market does not exist and bears the risk of unfavorable changes in the price of the financial instruments underlying the options. The Portfolios, however, are not subject to credit risk on written options as the counterparty has already performed its obligation by paying the premium at the inception of the contract.

Short Sales Against the Box:

Certain Portfolios may enter into a “short sale” of securities in circumstances in which, at the time the short position is open, the Portfolio owns at least an equal amount of the securities sold short or owns preferred stocks or debt securities, convertible or exchangeable without payment of further consideration, into at least an equal number of securities sold short. This kind of short sale, which is referred to as one “against the box,” may be entered into by the Portfolio to, for example, lock in a sale price for a security the Portfolio does not wish to sell immediately. The Portfolio will designate the segregation, either on its records or with the Trust’s custodian, of the securities sold short or convertible or exchangeable preferred stocks or debt securities sold in connection with short sales against the box. Not more than 10% of a Portfolio’s net assets may be held as collateral for short sales against the box at any one time. Liabilities for securities sold short are reported at market value in the financial statements. Such liabilities are subject to off-balance sheet risk to the extent of any future increases in market value of the securities sold short. The ultimate liability for securities sold short could exceed the liabilities recorded in the Statement of Assets and Liabilities. The Portfolio bears the risk of potential inability of the broker to meet their obligation to perform.

Futures Contracts, Options on Futures Contracts, Forward Commitments and Foreign Currency Exchange Contracts:

The futures contracts and options on futures contracts used by the Portfolios are agreements to buy or sell a financial instrument for a set price in the future. Certain Portfolios may buy or sell futures contracts and options on futures contracts for the purpose of protecting their portfolio securities against future changes in interest rates and indices which might adversely affect the value of the Portfolios’ securities or the price of securities that it intends to purchase at a later date. Initial margin deposits are made upon entering into futures contracts and options on futures contracts and can be in cash, certain money market instruments, treasury securities or other liquid, high grade debt securities. During the period the futures contracts and options on futures contracts are open, changes in the market price of the contracts are recognized as unrealized gains or losses by “marking-to-market” at the end of each trading day. Variation margin payments on futures contracts and options on futures contracts are received or made, depending upon whether unrealized gains or losses are incurred. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transactions and the Portfolio’s basis in the contract. Should interest rates or indices move unexpectedly, the Portfolio may not achieve the anticipated benefits of the futures contracts and may incur a loss. The use of futures contracts transactions involves the risk of imperfect correlation in movements in the price of futures contracts, interest rates and the underlying hedged assets. Use of long futures contracts subjects the Portfolios to risk of loss in excess of the amounts shown on the Statement of Assets and Liabilities, up to the notional value of the futures contracts. Use of short futures contracts subjects the Portfolios to unlimited risk of loss. The Portfolios enter into futures contracts only on exchanges or boards of trade. The exchange or board of trade acts as the counterparty to each futures transaction, therefore, the Portfolio’s credit risk is limited to failure of the exchange or board of trade.

Certain Portfolios may make contracts to purchase or sell securities for a fixed price at a future date beyond customary settlement time (“forward commitments”) if they designate the segregation, either on their records or with the Trust’s custodian, of cash or other liquid securities in an amount sufficient to meet the purchase price, or if they enter into offsetting contracts for the forward sale of other securities

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they own. These commitments are reported at market value in the financial statements. Forward commitments may be considered securities in themselves and involve a risk of loss if the value of the security to be purchased declines or if the value of the security to be sold increases prior to the settlement date, which is risk in addition to the risk of decline in value of the Portfolio’s other assets. Where such purchases or sales are made through dealers, a Portfolio relies on the dealer to consummate the sale. The dealer’s failure to do so may result in the loss to a Portfolio of an advantageous yield or price. Market risk exists on these commitments to the same extent as if the securities were owned on a settled basis and gains and losses are recorded and reported in the same manner. However, during the commitment period, these investments earn no interest or dividends. The use of forward commitments may result in market risk to the Portfolios that is greater than if the Portfolios had engaged solely in transactions that settle in the customary time.

Certain Portfolios may purchase foreign currency on a spot (or cash) basis. In addition, certain Portfolios may enter into contracts to purchase or sell foreign currencies at a future date (“forward contracts”). A forward foreign currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. Daily fluctuations in the value of such contracts are recognized as unrealized appreciation or depreciation by “marking to market.” The gain or loss arising from the difference between the original contracts and the closing of such contracts is included in realized gains or losses from foreign currency transactions in the Statement of Operations. The Advisers may engage in these forward contracts to protect against uncertainty in the level of future exchange rates in connection with the purchase and sale of Portfolio securities (“transaction hedging”) and to protect the value of specific portfolio positions (“position hedging”). The Portfolios are subject to off-balance sheet risk to the extent of the value of the contracts for purchase of foreign currency and in an unlimited amount for sales of foreign currency.

Swaps:

Certain Portfolios may invest in swap contracts, which are derivatives in the form of a contract or other similar instrument which is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The payment streams are calculated by reference to a specified index and agreed upon notional amount. A Portfolio will usually enter into swaps on a net basis, i.e., the two return streams are netted out in a cash settlement on the payment date or dates specified in the instrument, with the Portfolio receiving or paying, as the case may be, only the net amount of the two returns. A Portfolio’s obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Portfolio) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by designating the segregation, either on its records or with the Trust’s custodian, of cash or other liquid obligations. A Portfolio will not enter into any swap agreement unless the counterparty meets the rating requirements set forth in guidelines established by the Trust’s Board of Trustees. Swap agreements are stated at market value on the Statement of Assets and Liabilities. Swaps are marked-to-market daily based upon quotations from market makers and the change, if any, is recorded as unrealized appreciation or depreciation in the Statement of Operations. A realized gain or loss is recorded upon payment or receipt of a periodic payment or termination of swap agreements. Notional principal amounts are used to express the extent of involvement in these transactions, but the amount potentially subject to credit risk is much smaller. None of the Portfolios held swaps at December 31, 2008.

Dollar Roll Transactions:

Certain Portfolios may enter into dollar roll transactions with financial institutions to take advantage of opportunities in the mortgage market. A dollar roll transaction involves a sale by a Portfolio of securities with a simultaneous agreement to repurchase substantially similar securities at an agreed-upon price at a future date. The securities repurchased will bear the same interest rate as those sold, but generally will be collateralized by different pools of mortgages with different prepayment histories. Dollar roll transactions involve the risk that the market value of the securities sold by the Portfolio may decline below the repurchase price of the similar securities. None of the Portfolios had dollar roll transactions outstanding at December 31, 2008.

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Market and Credit Risk:

Written options, futures contracts, forward commitments, forward foreign currency exchange contracts and swaps involve elements of both market and credit risk in excess of the amounts reflected in the Statements of Assets and Liabilities. The risk involved in writing an option on a security is that, if the option is exercised, the underlying security is then purchased or sold by the Portfolio at the contract price, which could be disadvantageous relative to the market price. The Portfolio bears the market risk, which arises from any changes in security values. The credit risk for futures contracts and exchange traded options is limited to failure of the exchange or board of trade which acts as the counterparty to the Portfolio’s futures transactions. Forward commitments, forward foreign currency exchange contracts, over-the-counter options and swaps are done directly with the counterparty and not through an exchange and can be terminated only by agreement of both parties to such contracts. With respect to such transactions there is no daily margin settlement and the Portfolio is exposed to the risk of default by the counterparty.

Note 2    Management of the Trust

The Trust has entered into two separate investment management agreements (the “Management Agreements”) with AXA Equitable. The Management Agreement for the Portfolios (other than the AXA Allocation Portfolios and the Target Allocation Portfolios) obligates the Manager to: (i) provide investment management services to the Trust; (ii) select the sub-advisers for each portfolio: (iii) monitor each sub-adviser’s investment programs and results; (iv) review brokerage matters: (v) oversee the Trust’s compliance with various federal and state statutes; and (vi) carry out the directives of the Board of Trustees. The Management Agreement for the AXA Allocation Portfolios and the Target Allocation Portfolios obligates the Manager to: (i) provide investment management and advisory services; (ii) render investment advice concerning the underlying funds in which to invest and the appropriate allocations for each of the AXA Allocation Portfolios and the Target Allocation Portfolios; (iii) review brokerage matters; (iv) oversee the Trust’s compliance with various federal and state statutes; and (v) carry out the directives of the Board of Trustees. For the year ended December 31, 2008, for its services under the Management Agreements, the Manager was entitled to receive an annual fee as a percentage of average daily net assets, for each of the following Portfolios, calculated daily and payable monthly as follows:

Portfolios:	Management Fee
AXA Conservative Allocation	0.10% of average daily net assets
AXA Conservative-Plus Allocation	0.10% of average daily net assets
AXA Moderate Allocation	0.10% of average daily net assets
AXA Moderate-Plus Allocation	0.10% of average daily net assets
AXA Aggressive Allocation	0.10% of average daily net assets
Target 2015 Allocation	0.10% of average daily net assets
Target 2025 Allocation	0.10% of average daily net assets
Target 2035 Allocation	0.10% of average daily net assets
Target 2045 Allocation	0.10% of average daily net assets

	(as a percentage of average daily net assets)
Portfolios:	First $750 Million		Next $1 Billion		Next $3 Billion		Next $5 Billion		Thereafter
Multimanager Aggressive Equity	0.650	%	0.600	%	0.575	%	0.550	%	0.525	%
Multimanager Health Care	1.200		1.150		1.125		1.100		1.075
Multimanager International Equity	1.050		1.000		0.975		0.950		0.925
Multimanager Large Cap Core Equity	0.900		0.850		0.825		0.800		0.775
Multimanager Large Cap Growth	0.900		0.850		0.825		0.800		0.775
Multimanager Large Cap Value	0.900		0.850		0.825		0.800		0.775
Multimanager Mid Cap Growth	1.100		1.050		1.025		1.000		0.975

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	(as a percentage of average daily net assets)
Portfolios:	First $750 Million		Next $1 Billion		Next $3 Billion		Next $5 Billion		Thereafter
Multimanager Mid Cap Value	1.100	%	1.050	%	1.025	%	1.000	%	0.975	%
Multimanager Small Cap Growth	1.050		1.000		0.975		0.950		0.925
Multimanager Small Cap Value	1.050		1.000		0.975		0.950		0.925
Multimanager Technology	1.200		1.150		1.125		1.100		1.075
	(as a percentage of average daily net assets)
	First $500 Million		Next $750 Million		Next $1 Billion		Next $2.5 Billion		Thereafter
Multimanager High Yield	0.600	%	0.575	%	0.550	%	0.530	%	0.520	%
	First $1.25 Billion		Next $1 Billion		Next $1 Billion		Next $2.5 Billion		Thereafter
Multimanager Core Bond	0.600	%	0.575	%	0.550	%	0.525	%	0.500	%

On behalf of the Trust, with the exception of the AXA Allocation Portfolios and Target Allocation Portfolios, the Manager has entered into investment advisory agreements (“Advisory Agreements”) with each of the Advisers for the Trust’s Portfolios. Each of the Advisory Agreements obligates the Advisers for the respective Portfolios to: (i) continuously furnish investment programs for the Portfolios; (ii) place all orders for the purchase and sale of investments for the Portfolios with brokers or dealers selected by the Manager or the respective Advisers; and (iii) perform certain limited related administrative functions in connection therewith. The Manager pays the expenses of providing investment advisory services to the Portfolios, including the fees of the Advisers of each Portfolio.

Note 3    Administrative Fees

Pursuant to an administrative agreement, AXA Equitable (“Administrator”) provides the Trust with necessary administrative services. In addition, the Administrator makes available the office space, equipment, personnel and facilities required to provide such administrative services to the Trust. For these administrative services, the Trust shall pay to AXA Equitable an annual fee in accordance with the following schedule:

(i) $35,000 for each Portfolio and for each multi-advised Portfolio, each “sleeve” of the multi-advised Portfolio; and

(ii) With respect to all Portfolios except the Allocation Portfolios and the Target Allocation Portfolios (“Multimanager Portfolios”):

0.150 of 1% of total average net assets of the Multimanager Portfolios up to and including $15 billion;

0.125 of 1% of total average net assets of the Multimanager Portfolios in excess of $15 billion and up to and including $30 billion;

0.100 of 1% of total average net assets of the Multimanager Portfolios in excess of $30 billion; and

(iii) With respect to the Allocation Portfolios and Target Allocation Portfolios:

0.150 of 1% of total average net assets of the Allocation Portfolios and Target Allocation Portfolios (excluding the assets of the Multimanager Portfolios).

The foregoing calculations are based on the average daily net assets of the Trust as described. The fees will be computed, billed and payable monthly.

Pursuant to a sub-administration arrangement with AXA Equitable, J.P. Morgan Investor Services Co. (“Sub-administrator”) provides the Trust with administrative services, including monitoring of portfolio compliance and portfolio accounting services.

Note 4    Custody Fees

JPMorgan, an affiliate of J.P. Morgan Investor Services Co., serves as custodian of the Trust’s portfolio securities and other assets. The Custody Agreement provides for an annual fee based on the amount of assets under custody plus transaction charges. Under the terms of the Custody Agreement between the

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Trust and JPMorgan, JPMorgan maintains cash, securities and other assets of the Portfolios. JPMorgan is also required, upon the order of the Trust, to deliver securities held by JPMorgan, and make payments for securities purchased by the Trust. JPMorgan has also entered into sub-custodian agreements with a number of foreign banks and clearing agencies, pursuant to which portfolio securities purchased outside the U.S. are maintained in the custody of these entities.

Note 5    Distribution Plans

The Trust has entered into distribution agreements with AXA Advisors, LLC (“AXA Advisors”) and AXA Distributors, LLC (“AXA Distributors”), both indirect wholly-owned subsidiaries of AXA Equitable (collectively, the “Distributors”), pursuant to which the Distributors serve as the principal underwriters of the Class A and Class B shares of the Trust. The Trust has adopted in the manner prescribed under Rule 12b-1 under the 1940 Act a plan of distribution pertaining to the Class B shares of the Trust (“Distribution Plan”). The Distribution Plan provides that each Distributor will be entitled to receive a maximum distribution fee at the annual rate of 0.50% of the average daily net assets attributable to the Trust’s Class B shares for which it provides service. The distribution agreements, however, limit payments for services provided under the Distribution Plan to an annual rate of 0.25% of the average daily net assets attributable to the Trust’s Class B shares. This limitation will be in effect at least until April 30, 2009. The Trust’s Class A shares are not subject to such fees.

Note 6    Expense Limitation

The Manager has contractually agreed to make payments or waive its fees to limit the expenses of certain Portfolios (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which a Portfolio invests and extraordinary expenses) through April 30, 2009 (“Expense Limitation Agreement”). The Manager first waives its management fees, then waives its administration fees, and then reimburses the Portfolio’s expenses out of its own resources. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments and waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense ratio cap. If the actual expense ratio is less than the expense cap and AXA Equitable has recouped any eligible previous payments and waivers made, the Portfolio will be charged such lower expenses. The expenses as a percentage of daily average net assets (excluding the 0.25% annual fee under the Trust’s Class B Distribution Plan) for each Portfolio are limited to:

Portfolios:
AXA Conservative Allocation	0.10	%
AXA Conservative-Plus Allocation	0.10	%
AXA Moderate Allocation	0.10	%
AXA Moderate-Plus Allocation	0.10	%
AXA Aggressive Allocation	0.10	%
Multimanager Core Bond	0.75	%
Multimanager Health Care	1.60	%
Multimanager International Equity	1.55	%
Multimanager Large Cap Core Equity	1.10	%
Multimanager Large Cap Growth	1.10	%
Multimanager Large Cap Value	1.10	%
Multimanager Mid Cap Growth	1.35	%
Multimanager Mid Cap Value	1.35	%
Multimanager Small Cap Growth	1.30	%
Multimanager Small Cap Value	1.30	%
Multimanager Technology	1.60	%
Target 2015 Allocation	0.35	%

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Portfolios:
Target 2025 Allocation	0.35	%
Target 2035 Allocation	0.35	%
Target 2045 Allocation	0.35	%

During the year ended December 31, 2008, the Manager received $247,337 in recoupment for all of the Portfolios within the Trust. These recoupments in excess of waivers during the year are presented as Recoupment Fees in the Statement of Operations. At December 31, 2008, under the Expense Limitation Agreement, the amount that would be recoverable from each Portfolio is as follows:

	Amount Eligible through						Total Eligible for Reimbursement
Portfolios:	2009		2010		2011
AXA Conservative Allocation	$	618,709	$	1,007,400	$	2,000,202	$	3,626,311
AXA Conservative-Plus Allocation		1,196,229		1,828,927		2,639,563		5,664,719
AXA Moderate Allocation		11,899,559		14,811,005		16,225,583		42,936,147
AXA Moderate-Plus Allocation		7,678,378		14,795,509		18,138,784		40,612,671
AXA Aggressive Allocation		1,843,837		4,142,198		5,313,541		11,299,576
Multimanager Core Bond		1,606,496		1,435,547		300,242		3,342,285
Multimanager Large Cap Growth		63,008		73,575		140,289		276,872
Target 2015 Allocation		40,611		108,122		129,824		278,557
Target 2025 Allocation		40,627		106,806		131,260		278,693
Target 2035 Allocation		40,740		113,404		148,465		302,609
Target 2045 Allocation		40,673		100,020		149,579		290,272

The AXA Allocation Portfolios and the Target Allocation Portfolios invest exclusively in shares of other mutual funds (the “Underlying Portfolios”) managed by AXA Equitable. Therefore, each AXA Allocation Portfolio, in addition to its own expenses such as management fees, bears its pro-rata share of the fees and expenses incurred by the Underlying Portfolios and the investment return of each AXA Allocation Portfolio is reduced by each Underlying Portfolio’s expenses. The range of expenses (as a percentage of average daily net assets) incurred indirectly in connection with each AXA Allocation Portfolio’s investments in Underlying Portfolios is:

Portfolios:	Range of Expenses
AXA Conservative Allocation	0.55% to 0.80%
AXA Conservative-Plus Allocation	0.60% to 0.85%
AXA Moderate Allocation	0.65% to 0.90%
AXA Moderate-Plus Allocation	0.70% to 0.95%
AXA Aggressive Allocation	0.80% to 1.05%
Target 2015 Allocation	0.45% to 0.70%
Target 2025 Allocation	0.45% to 0.70%
Target 2035 Allocation	0.45% to 0.70%
Target 2045 Allocation	0.45% to 0.70%

Thus, the net expense ratio of the Class A shares and the Class B shares of each AXA Allocation Portfolio, including the AXA Allocation Portfolio’s direct and indirect expenses, would range from:

Portfolios:	Class A	Class B
AXA Conservative Allocation	0.65% to 0.90%	0.90% to 1.15%
AXA Conservative-Plus Allocation	0.70% to 0.95%	0.95% to 1.20%
AXA Moderate Allocation	0.75% to 1.00%	1.00% to 1.25%
AXA Moderate-Plus Allocation	0.80% to 1.05%	1.05% to 1.30%

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December 31, 2008

Portfolios:	Class A	Class B
AXA Aggressive Allocation	0.90% to 1.15%	1.15% to 1.40%
Target 2015 Allocation	0.80% to 1.05%	1.05% to 1.30%
Target 2025 Allocation	0.80% to 1.05%	1.05% to 1.30%
Target 2035 Allocation	0.80% to 1.05%	1.05% to 1.30%
Target 2045 Allocation	0.80% to 1.05%	1.05% to 1.30%

Absent the Expense Limitation Agreement of the Allocation Portfolios and the Target Allocation Portfolios, the total expense ratio of the Class A shares and the Class B shares of each AXA Allocation Portfolio would range from:

Portfolios:	Class A	Class B
AXA Conservative Allocation	0.85% to 1.10%	1.10% to 1.35%
AXA Conservative-Plus Allocation	0.90% to 1.15%	1.15% to 1.40%
AXA Moderate Allocation	0.92% to 1.17%	1.17% to 1.42%
AXA Moderate-Plus Allocation	0.97% to 1.22%	1.22% to 1.47%
AXA Aggressive Allocation	1.08% to 1.33%	1.33% to 1.58%
Target 2015 Allocation	1.00% to 1.25%	1.25% to 1.50%
Target 2025 Allocation	1.02% to 1.27%	1.27% to 1.52%
Target 2035 Allocation	1.39% to 1.64%	1.64% to 1.89%
Target 2045 Allocation	2.08% to 2.33%	2.33% to 2.58%

The above Allocation Portfolio information is based on a weighted-average range of the expense ratios since the average assets of each AXA Allocation Portfolio invested in Underlying Portfolios will fluctuate. The total expense ratios may be higher or lower depending on the allocation of an AXA Allocation Portfolio’s assets among Underlying Portfolios and the actual expenses of the Underlying Portfolios. An investor could realize lower overall expenses by allocating investments directly to the Underlying Portfolios.

Note 7    Trustees Deferred Compensation Plan

A deferred compensation plan (the “Plan”) for the benefit of the Independent Trustees has been adopted by the Trust. Under the Plan, each Trustee may defer payment of all or part of the fees payable for such Trustee’s services. Each Trustee may defer payment of such fees until their retirement as a Trustee or until the earlier attainment of a specified age. Fees deferred under the Plan, together with accrued earnings thereon, will be disbursed to a participating Trustee in monthly installments over a five to twenty year period elected by such Trustee. At December 31, 2008, the total amount deferred by the Trustees participating in the Plan was $455,486.

Note 8    Percentage of Ownership by Affiliates

At December 31, 2008, AXA Equitable held investments in each of the Portfolios as follows:

Portfolios:	Percentage of Ownership
AXA Aggressive Allocation	0.01%
AXA Conservative Allocation	—#
AXA Conservative-Plus Allocation	0.02
AXA Moderate Allocation	0.01
AXA Moderate-Plus Allocation	—#
Multimanager Aggressive Equity	0.06
Multimanager Core Bond	0.04
Multimanager Health Care	0.02
Multimanager High Yield	0.02

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December 31, 2008

Portfolios:	Percentage of Ownership
Multimanager International Equity	0.03%
Multimanager Large Cap Core Equity	0.06
Multimanager Large Cap Growth	0.03
Multimanager Large Cap Value	0.01
Multimanager Mid Cap Growth	0.01
Multimanager Mid Cap Value	0.04
Multimanager Small Cap Growth	0.03
Multimanager Small Cap Value	0.01
Multimanager Technology	0.05
Target 2015 Allocation	0.02
Target 2025 Allocation	—#
Target 2035 Allocation	4.96
Target 2045 Allocation	7.72

# Percentage of ownership is less than 0.005%.

Shares of some of the Portfolios are held by the All Asset Allocation Portfolio and the Crossings Portfolios of the EQ Advisors Trust, also advised by AXA Equitable, and the AXA Allocation Portfolios and Target Allocation Portfolios. The following tables represent the percentage of ownership that the All Asset Allocation Portfolio, each Crossings Portfolio, and each AXA Allocation Portfolio and Target Allocation Portfolio has in each respective underlying investment company’s net assets as of December 31, 2008.

Portfolios:	All Asset Allocation
Multimanager Core Bond	0.30%
Multimanager High Yield	0.19
Multimanager International Equity	0.59
Multimanager Large Cap Core Equity	1.12
Multimanager Large Cap Value	0.54
Multimanager Mid Cap Growth	0.35
Multimanager Mid Cap Value	0.65
Multimanager Small Cap Growth	0.96
Multimanager Small Cap Value	0.09

Portfolios:	Crossings Aggressive Allocation	Crossings Conservative Allocation	Crossings Conservative- Plus Allocation	Crossings Moderate Allocation	Crossings Moderate- Plus Allocation
Multimanager High Yield	—%	—%#	—%#	—%#	—%

# Percentage of ownership is less than 0.005%.

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December 31, 2008

Portfolios:	AXA Aggressive Allocation		AXA Conservative Allocation		AXA Conservative- Plus Allocation		AXA Moderate Allocation		AXA Moderate- Plus Allocation
EQ/BlackRock Basic Value Equity	1.40	%	2.60	%	20.76	%	30.39	%	10.52	%
EQ/BlackRock International Value	0.54		1.17		8.81		20.47		10.62
EQ/Boston Advisors Equity	1.86		4.84		19.37		24.14		6.01
EQ/Davis New York Venture	1.97		3.34		20.36		30.30		14.55
EQ/Evergreen International Bond	9.67		7.04		31.61		—		—
EQ/Franklin Small Cap Value	—		4.52		24.16		32.63		14.32
EQ/GAMCO Small Company Value	—		1.50		11.86		14.73		6.52
EQ/International Core PLUS	1.07		2.72		20.41		30.52		8.11
EQ/Large Cap Core PLUS	2.62		3.98		30.43		38.33		12.18
EQ/Large Cap Growth PLUS	2.09		3.29		24.01		36.53		14.28
EQ/Large Cap Value PLUS	0.15		0.20		2.75		5.04		1.80
EQ/Long Term Bond	10.95		7.29		34.56		29.83		—
EQ/Marsico Focus	0.04		0.07		0.30		0.38		0.27
EQ/Money Market	8.19		6.16		10.82		3.73		—
EQ/PIMCO Real Return	5.42		4.16		20.84		13.87		1.22
EQ/Quality Bond PLUS	1.84		1.97		39.36		8.36		0.44
EQ/Short Duration Bond	12.78		7.49		38.13		31.38		—
EQ/Small Company Index	—		0.84		14.07		8.35		0.96
EQ/Van Kampen Emerging Markets Equity	0.30		0.67		5.51		7.63		2.56
Multimanager Core Bond	4.20		4.97		3.63		28.19		30.74
Multimanager High Yield	—		5.20		4.13		23.16		—
Multimanager International Equity	10.76		1.07		2.87		23.72		35.99
Multimanager Large Cap Core Equity	14.42		2.77		3.56		21.63		42.12
Multimanager Large Cap Value	13.13		1.73		3.22		18.77		33.08
Multimanager Mid Cap Growth	4.88		1.86		1.39		11.74		14.10
Multimanager Mid Cap Value	5.52		—		2.03		16.92		21.79
Multimanager Small Cap Growth	12.18		—		—		17.69		33.06
Multimanager Small Cap Value	3.98		—		0.64		4.37		22.12

# Percentage of ownership is less than 0.005%.

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December 31, 2008

Portfolios:	Target 2015 Allocation	Target 2025 Allocation	Target 2035 Allocation	Target 2045 Allocation
EQ/International ETF	32.48%	35.22%	17.64%	9.21%
EQ/Bond Index	23.52	13.59	2.83	—
EQ/Equity 500 Index	0.62	0.79	0.43	0.23
EQ/PIMCO Real Return	0.03	0.02	0.01	—
EQ/Small Company Index	0.41	0.55	0.26	0.15
EQ/Van Kampen Emerging Market Equity	0.20	0.20	0.10	0.05
Multimanager Aggressive Equity	0.35	0.37	0.17	0.09
Multimanager High Yield	0.26	0.16	0.05	—
Multimanager Large Cap Value	0.20	0.20	0.09	0.04
Multimanager Mid Cap Growth	0.03	0.03	0.02	0.02
Multimanager Mid Cap Value	0.22	0.25	0.10	0.05

Note 9 New Accounting Pronouncements

In March 2008, FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. SFAS 161 requires enhanced disclosures about Funds’ derivative and hedging activities. Management is currently evaluating the impact the adoption of SFAS 161 will have on the Funds’ financial statement disclosures.

Note 10 Substitution and Reorganization Transactions

On May 25, 2007, the net assets of the EQ/Small Cap Value Portfolio, an affiliate of the Trust, merged into the Multimanager Small Cap Value Portfolio, a shell fund with no prior operations. The information for the period January 1, 2007 through May 25, 2007 and for prior periods is that of the predecessor EQ/ Small Cap Value Portfolio.

On May 25, 2007, the net assets of the EQ/Small Company Growth Portfolio, an affiliate of the Trust, merged into the Multimanager Small Cap Growth Portfolio, a shell fund with no prior operations. The information for the period January 1, 2007 through May 25, 2007 and for prior periods is that of the predecessor EQ/Small Company Growth Portfolio.

At a shareholder meeting that occurred on May 24, 2007, shareholders voted to approve an Agreement or Plan of Reorganization and Termination relating to the reorganization of the EQ/Wells Fargo Montgomery Small Cap Portfolio, a series of the EQ Advisors Trust, into the Multimanager Small Cap Growth Portfolio, a series of the Trust. The reorganization occurred on July 6, 2007.

After the close of business on July 6, 2007, Multimanager Small Cap Growth Portfolio acquired the net assets of the EQ/Wells Fargo Montgomery Small Cap Portfolio, an affiliate of the Trust, pursuant to a Plan of Reorganization and Termination (the “Plan”). For accounting purposes, this transaction is treated as a merger. The reorganization was accomplished by a tax-free exchange of 16,003,257 Class B shares of Multimanager Small Cap Growth Portfolio (valued at $170,425,185) for the Class IA and IB shares of EQ/ Wells Fargo Montgomery Small Cap Portfolio outstanding on July 6, 2007. EQ/Wells Fargo Montgomery Small Cap Portfolio’s net assets at that date ($170,425,185), including $20,852,497 of unrealized appreciation, were combined with those of Multimanager Small Cap Growth Portfolio. Prior to the combination, the net assets of the portfolio totaled $302,623,190. Immediately after the combination, the net assets of the portfolio totalled $473,048,375.

On January 22, 2008, AXA Equitable contributed $100,000 in seed capital to the Class A shares of the Multimanager Small Cap Growth Portfolio.

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NOTES TO FINANCIAL STATEMENTS — (Concluded)

December 31, 2008

Note 11 Subsequent Events

At a meeting held on December 11, 2008, the Trustees approved an amendment to the Expense Limitation Agreement, which establishes a maximum total annual operating expense limit for each AXA Allocation Portfolio that includes the Underlying Portfolios fees and expenses. Effective January 1, 2009, expenses for each AXA Allocation Portfolio will be limited to:

Portfolios:	As a percentage of daily average net assets (excluding the 0.25% annual fee under the Trust’s Class B Distribution Plan)
AXA Conservative Allocation	0.75%
AXA Conservative-Plus Allocation	0.85
AXA Moderate Allocation	0.90
AXA Moderate-Plus Allocation	0.95
AXA Aggressive Allocation	1.00

Effective January 1, 2009, AXA Equitable is not eligible to recoup any waivers or reimbursements made prior to January 1, 2009 for the AXA Allocation Portfolios, Multimanager Core Bond and Multimanager Large Cap Core Equity.

At the same meeting, the Trustees approved the proposal to establish an additional allocated portion to each portfolio, with the exception of the AXA Allocation Portfolios and the Target Allocation Portfolios, that seeks to achieve the performance returns of a specific index (“Index Allocated Portion”). The Index Allocation Portion will be established on or about January 15, 2009.

At the same meeting, the Trustees approved the appointment of SSgA Funds Management, Inc. to serve as adviser to the Index Allocated Portion of each Portfolio.

At the same meeting, the Trustees approved the following Management fee structure effective January 1, 2009:

	(as a percentage of average daily net assets)
Portfolios:	First $750 Million		Next $1 Billion		Next $3 Billion		Next $5 Billion		Thereafter
Multimanager Aggressive Equity	0.600	%	0.550	%	0.525	%	0.500	%	0.475	%
Multimanager Health Care	0.950		0.900		0.875		0.850		0.825
Multimanager International Equity	0.850		0.800		0.775		0.750		0.725
Multimanager Large Cap Core Equity	0.700		0.650		0.625		0.600		0.575
Multimanager Large Cap Growth	0.750		0.700		0.675		0.650		0.625
Multimanager Large Cap Value	0.750		0.700		0.675		0.650		0.625
Multimanager Mid Cap Growth	0.800		0.750		0.725		0.700		0.675
Multimanager Mid Cap Value	0.800		0.750		0.725		0.700		0.675
Multimanager Small Cap Growth	0.850		0.800		0.775		0.750		0.725
Multimanager Small Cap Value	0.850		0.800		0.775		0.750		0.725
Multimanager Technology	0.950		0.900		0.875		0.850		0.825
	(as a percentage of average daily net assets)
	First $500 Million		Next $750 Million		Next $1 Billion		Next $2.5 Billion		Thereafter
Multimanager High Yield	0.550	%	0.525	%	0.500	%	0.480	%	0.470	%
	First $1.25 Billion		Next $1 Billion		Next $1 Billion		Next $2.5 Billion		Thereafter
Multimanager Core Bond	0.550	%	0.525	%	0.500	%	0.475	%	0.450	%

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of AXA Premier VIP Trust:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of each of the portfolios constituting the AXA Premier VIP Trust (as listed in note 1 to the financial statements and collectively referred to as the “Trust”) at December 31, 2008, and the results of each of their operations, the changes in each of their net assets and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Trust’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian, transfer agents and brokers, and the application of alternative auditing procedures where such confirmations were not received, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

New York, New York

February 13, 2009

242

APPROVALS OF INVESTMENT ADVISORY AGREEMENTS DURING THE SIX-MONTH PERIOD ENDED DECEMBER 31, 2008 (UNAUDITED)

During the six-month period ended December 31, 2008, the Board of Trustees of AXA Premier VIP Trust (the “Trust”), including those Trustees who are not “interested persons” (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (“Independent Trustees”), unanimously approved or renewed the Investment Management Agreements with AXA Equitable (“Manager”) (the “Management Agreements”) and the Investment Advisory Agreement(s) (each, an “Advisory Agreement” and together with the Management Agreements, the “Agreements”) with each investment sub-adviser (“Adviser”) as shown in the table below with respect to the Portfolio(s) listed.

	Agreements Approved or Renewed by the Trust’s Board of
Portfolios	Trustees with respect to the Portfolio(s)
AXA Aggressive Allocation Portfolio	Management Agreement with AXA Equitable
AXA Conservative Allocation Portfolio
AXA Conservative-Plus Allocation Portfolio
AXA Moderate Allocation Portfolio
AXA Moderate-Plus Allocation Portfolio
(collectively, the “Allocation Portfolios”)
Target 2015 Allocation Portfolio
Target 2025 Allocation Portfolio
Target 2035 Allocation Portfolio
Target 2045 Allocation Portfolio
(collectively, the “Target Allocation Portfolios”)
	Management Agreement with AXA Equitable
	Advisory Agreement with AllianceBernstein L.P. (“AllianceBernstein”)
	Advisory Agreement with ClearBridge Advisors, LLC
Multimanager Aggressive Equity Portfolio	Advisory Agreement with Legg Mason Capital Management, Inc.
	Advisory Agreement with Marsico Capital Management, LLC (“Marsico”)
	Advisory Agreement with SSgA Funds Management, Inc. (“SSgA FM”)*
	Management Agreement with AXA Equitable
	Advisory Agreements with BlackRock Financial Management, Inc.
Multimanager Core Bond Portfolio	Advisory Agreement with Pacific Investment Management Company, LLC (“PIMCO”)
	Advisory Agreement with SSgA FM*
	Management Agreement with AXA Equitable
	Advisory Agreement with Invesco AIM Capital Management, Inc.
Multimanager Health Care Portfolio	Advisory Agreement with RCM Capital Management LLC (“RCM”)
	Advisory Agreement with Wellington Management Company, LLP (“Wellington”)
	Advisory Agreement with SSgA FM*
	Management Agreement with AXA Equitable
	Advisory Agreement with PIMCO
Multimanager High Yield Portfolio	Advisory Agreement with Post Advisory Group, LLC
	Advisory Agreement with SSgA FM*
	Management Agreement with AXA Equitable
	Advisory Agreement with AllianceBernstein
Multimanager International Equity Portfolio	Advisory Agreement with JPMorgan Investment Management Inc.
	Advisory Agreement with Marsico
	Advisory Agreement with SSgA FM*

243

	Management Agreement with AXA Equitable
	Advisory Agreement with AllianceBernstein
Multimanager Large Cap Core Equity Portfolio	Advisory Agreement with Janus Capital Management LLC
	Advisory Agreement with Thornburg Investment Management, Inc.
	Advisory Agreement with SSgA FM*
	Management Agreement with AXA Equitable
Multimanager Large Cap Growth Portfolio**	Advisory Agreement with T. Rowe Price Associates, Inc.
	Advisory Agreement with SSgA FM*
	Management Agreement with AXA Equitable
	Advisory Agreement with AllianceBernstein
	Advisory Agreement with Institutional Capital LLC
Multimanager Large Cap Value Portfolio	Advisory Agreement with MFS Investment Management
	Advisory Agreement with SSgA FM*
	Management Agreement with AXA Equitable
	Advisory Agreement with AllianceBernstein
Multimanager Mid Cap Growth Portfolio**	Advisory Agreement with Franklin Advisers, Inc.
	Advisory Agreement with SSgA FM*
	Management Agreement with AXA Equitable
	Advisory Agreement with AXA Rosenberg Investment Management LLC (“AXA Rosenberg”)
	Advisory Agreement with TCW Investment Management Company (“TCW”)
Multimanager Mid Cap Value Portfolio	Advisory Agreement with Wellington
	Advisory Agreement with Tradewinds Global Investors, LLC (“Tradewinds”)*
	Advisory Agreement with SSgA FM*
	Management Agreement with AXA Equitable
	Advisory Agreement with Eagle Asset Management, Inc.
Multimanager Small Cap Growth Portfolio**	Advisory Agreement with Wells Capital Management Inc. (“Wells Capital”)
	Advisory Agreement with SSgA FM*
	Management Agreement with AXA Equitable
	Advisory Agreement with Franklin Advisory Services, LLC
Multimanager Small Cap Value Portfolio**	Advisory Agreement with Lazard Asset Management LLC
	Advisory Agreement with SSgA FM*
	Management Agreement with AXA Equitable
	Advisory Agreement with Firsthand Capital Management, Inc.
Multimanager Technology Portfolio	Advisory Agreement with RCM
	Advisory Agreement with Wellington
	Advisory Agreement with SSgA FM*

* Initial approval of the Advisory Agreement.

** The investment advisory agreements with Westfield Capital Management Company, LLC (Multimanager Large Cap Growth Portfolio), Goodman & Co. NY Ltd. (Multimanager Large Cap Growth Portfolio), Wellington (Multimanager Mid Cap Growth Portfolio), Wells Capital (Multimanager Small Cap Growth Portfolio) and Pacific Global Investment Management Company (Multimanager Small Cap Value Portfolio) are not included in the table above because their continuance is not scheduled to be considered by the Board until July 2009.

The Board considered the annual renewal of Agreements at a meeting on July 23-24, 2008, the initial approval of an Advisory Agreement between AXA Equitable and Tradewinds at a meeting on September 24, 2008 and the initial approval of an Advisory Agreement between AXA Equitable and SSgA FM at a meeting on December 11, 2008. In approving or renewing each Agreement, the Board considered the overall fairness of the Agreement and whether the Agreement was in the best interest of the affected

244

Portfolio. The Board further considered factors it deemed relevant with respect to each Portfolio, including, as applicable: (1) the nature, quality and extent of the services provided to the Portfolio by the Manager, each Adviser and their respective affiliates; (2) the performance of the Portfolio (and, where applicable, each portion of the Portfolio advised by a different Adviser) as compared to a peer group and an appropriate benchmark or, with respect to the initial approval of an Advisory Agreement, the performance of comparable accounts advised by the new Adviser as compared to an appropriate benchmark; (3) the level of the Portfolio’s management and subadvisory fees; (4) the costs of the services provided and profits realized by the Manager and its affiliates from their relationship with the Portfolio; (5) the anticipated effect of growth and size on the Portfolio’s performance and expenses; and (6) the “fall out” benefits to be realized by the Manager, each Adviser and their respective affiliates (i.e., any direct or indirect benefits to be derived by the Manager, each Adviser and their respective affiliates from their relationships with the Trust). In considering each Agreement, the Board did not identify any single factor or information as all-important or controlling.

Moreover, with respect to the Portfolios with multiple Advisers (the “Multi-Adviser Portfolios”), the Board considered factors in the context of the overall objectives for the Portfolios including the following: (1) to offer multiple Advisers with different investment styles and disciplines for each Multi-Adviser Portfolio; (2) to seek to provide performance over extended market cycles that exceeds the performance of the relevant benchmark with lower volatility by combining different investment styles and Advisers within the same discipline; (3) to offer a product to investors that provides access to Advisers that may not otherwise be available to many of the Portfolios’ investors because of those Advisers’ minimum investment amounts; and (4) to provide active oversight through the Manager’s monitoring of compliance with performance, volatility and other stated objectives. The Board considered the fact that the cost of creating and maintaining this structure may place the Multi-Adviser Portfolios in a comparatively high mutual fund expense quartile. However, the Board factored into its decision on the relevant Management Agreement the totality of services provided by the Manager and the fact that the disclosure of all fees and expenses is explicit to potential and current shareholders.

In connection with its deliberations, the Board, among other things, received information, in advance of the meetings at which the Agreements were approved or renewed, from the Manager and each Adviser regarding the factors set forth above and met with senior representatives of the Manager to discuss the Agreements. The Independent Trustees also met several times in advance of the meetings at which the Agreements were approved or renewed, and in executive session during the meetings as they deemed necessary, to review the information provided. The Board received, and primarily considered, the most current information reasonably available at the time of each meeting and also took into account the totality of the performance, fee, expense and other information regarding each Portfolio provided to them on a periodic basis throughout the year. The Independent Trustees were assisted by independent counsel during their deliberations and received materials discussing the legal standards applicable to their consideration of the Agreements.

The Board, in examining the nature and quality of the services provided by the Manager and each Adviser to each Portfolio, considered the Manager’s and each Adviser’s experience in serving as an investment adviser for the Portfolio(s) and for portfolios similar to the Portfolio(s) it advises. In considering the renewal of the Management Agreements, the Board noted the responsibilities of the Manager to the Trust and each Portfolio. In particular, the Board considered that the Manager is responsible for the search, selection and monitoring of the Advisers for the Multi-Adviser Portfolios, oversight of the selection of investments by Advisers for the Multi-Adviser Portfolios, oversight of other service providers to the Portfolios, the selection of investments for the Allocation Portfolios and Target Allocation Portfolios, oversight of compliance with the Portfolios’ investment objectives and policies as well as oversight of the Portfolios’ compliance with applicable law, review of brokerage matters and implementation of Board directives as they relate to the Portfolios. In addition, the Board reviewed information regarding the Manager’s process for selecting and monitoring Advisers and its process for making investment decisions for the Allocation Portfolios and Target Allocation Portfolios as well as the backgrounds of the personnel who perform those functions with respect to the Portfolios.

In considering the approval or renewal of the Advisory Agreements, the Board also noted the responsibilities of each Adviser to the Multi-Adviser Portfolio(s) it advises. In particular, the Board considered

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that each Adviser is responsible for making investment decisions on behalf of each of the allocated portions of the Portfolio(s) it advises, placing all orders for the purchase and sale of investments for each of the allocated portions it advises with brokers or dealers and performing related administrative functions. In addition, the Board reviewed requested information regarding, among other things, each Adviser’s investment process and the background of each portfolio manager of each Adviser who provides services to the Multi-Adviser Portfolios.

As discussed further below with respect to each Portfolio, the Board also received and reviewed information regarding the short, intermediate- and long-term performance of each Portfolio (or, in the case of a new Adviser, of comparable accounts) over multiple periods, which generally included annual total returns, average annual total returns and rolling period total returns, on both an absolute basis and relative to an appropriate benchmark and/or peer group(s) provided by Lipper, Inc. (“Lipper”), an independent third party company (with the first quartile being the best performers of the peer group and the fourth quartile being the worst performers of the peer group). In general, the Board considered long-term performance to be more important in its evaluation than short-term performance. The Board also generally considered the performance of the allocated portions of each Multi-Adviser Portfolio and the Manager’s representations as to whether the performance of the portions allocated to each of the Advisers met expectations as to the compatibility of the Advisers’ different investment strategies and styles and the contributions of each to the overall Portfolio strategy and performance.

The Board also reviewed the fees payable under each Agreement. In connection with its deliberations regarding the annual renewal of the Management Agreements, the Board examined the management fees paid by each Portfolio in light of fees charged by the Manager to similar portfolios that serve as underlying funds for variable insurance products that are advised by other investment advisers. The Board also considered the quality and level of services provided and the Manager’s responsibilities to each Portfolio. The Board further considered a report provided by Lipper containing information regarding the contractual and net management fee (including the administration fee) and the total or net expense ratios for each Portfolio relative to the median and average management fee and expense ratio of its Lipper peer group (“Lipper Peer Group”) (with the first quartile having the lowest fees and expenses of the peer group and the fourth quartile having the highest fees and expenses of the peer group). For the Multi-Adviser Portfolios, the Board also considered a separate report provided by Lipper containing similar information regarding the management fee and expense ratios for each Multi-Adviser Portfolio relative to the median and average management fee and expense ratio for a peer group of multi-adviser portfolios (“Multi-Adviser Peer Group”). The Board considered that the contractual management fee and expense ratios for each Multi-Adviser Portfolio generally were higher than the median contractual management fee and expense ratio for the Lipper Peer Group. The Board noted, however, that the higher contractual management fees and expense ratios were consistent with the higher costs and greater complexity associated with multi-manager funds and with the higher contractual median management fees and expense ratios of the funds in the Multi-Adviser Peer Group when compared to the Lipper Peer Group. The Board also considered that the Multi-Adviser Portfolios’ contractual management fee rates include breakpoints that reduce the applicable management fee rates as assets increase and that the Manager had undertaken contractual and voluntary expense limitations with respect to certain Portfolios. The Board also reviewed and considered the aggregate expense ratios incurred by shareholders of the Allocation Portfolios and the Target Allocation Portfolios.

The Board also considered the Manager’s presentation of its costs and profitability in providing services to the Portfolios, including the costs associated with the research and investment processes, personnel, systems and infrastructure necessary to perform its functions. In connection with its deliberations regarding the approval or renewal of the Advisory Agreements for the Multi-Adviser Portfolios, the Board also examined the advisory fees paid with respect to each Portfolio in light of the fees paid by similar portfolios advised by each Adviser. With respect to the Multi-Adviser Portfolios, the Board determined that the Manager’s management fee and profitability with respect to each Multi-Adviser Portfolio and each Multi-Adviser Portfolio’s overall expense ratios generally were more significant to the Board’s evaluation of the fees and expenses paid by the Multi-Adviser Portfolios than each Adviser’s costs and profitability.

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As part of its evaluation of the Manager’s and each Adviser’s compensation, the Board considered other benefits that may be realized by the Manager, each Adviser and each of their respective affiliates from their relationships with the Trust. The Board noted, among other things, that the Manager also serves as the administrator for the Portfolios, receiving compensation for acting in this capacity. In addition, the Board recognized that two of the Manager’s affiliates, AllianceBernstein and AXA Rosenberg, serve as Advisers to certain Portfolios and receive advisory fees that are paid by the Manager out of the fees that it earns from those Portfolios. The Board also recognized that AXA Advisors, LLC and AXA Distributors, LLC, which also are affiliated with the Manager, serve as the underwriters for the Trust and receive payments pursuant to Rule 12b-1 plans from the Portfolios with respect to their Class B shares to compensate them for providing shareholder services and selling activities, which could lead to growth in the Trust’s assets and corresponding benefits from such growth, including economies of scale. Further, the Board considered that Sanford C. Bernstein & Co., LLC, a registered broker-dealer, is an affiliate of the Manager and from time to time may receive brokerage commissions from the Portfolios in connection with the purchase and sale of portfolio securities, provided, however, that those transactions, among other things, must be consistent with seeking best execution. The Board also noted that the Manager, as the depositor of insurance company separate accounts investing in the Portfolios, receives certain tax benefits associated with such investments.

In its consideration of the Advisory Agreements, the Board received information regarding each Adviser’s procedures for executing portfolio transactions for the allocated portion of the Portfolio(s) it advises and each Adviser’s policies and procedures for the selection of brokers and dealers and obtaining research from those brokers and dealers. In addition, the Board considered that each Adviser may be affiliated with registered broker-dealers, who may, from time to time, receive brokerage commissions from the Portfolios in connection with the purchase and sale of portfolio securities; provided, however, that those transactions, among other things, must be consistent with seeking best execution. Finally, the Board recognized that affiliates of the Advisers may sell, and earn sales commissions and/or other compensation with respect to, insurance products issued by the Manager or its affiliates and that the proceeds of those sales may be invested in the Portfolios.

Based on these considerations, the Board determined, with respect to each Portfolio, that the Portfolio would benefit from the nature, quality and extent of the Manager’s and each Adviser’s services. The Board also reached the determinations described below with respect to the Manager’s and each Adviser’s compensation for providing services to the applicable Portfolio(s) and the performance of each Portfolio. Based on the foregoing, the information described below and the more detailed information provided at the meetings, the Board, including the Independent Trustees, approved or renewed each Agreement.

AXA Aggressive Allocation Portfolio

In connection with its review of the Agreement relating to the AXA Aggressive Allocation Portfolio, the Board considered, among other things, that the Portfolio’s contractual management fee was in the fourth quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Manager had agreed to waive all or a portion of its management fee and to reimburse all or a portion of the other expenses of the Portfolio so that the Portfolio’s total expense ratios did not exceed certain levels as set forth in the prospectus. The Board also noted that the Portfolio’s net management fee, after taking into account the expense limitation arrangement, was lower than the contractual management fee and was in the second quartile relative to the peer group and, therefore, is lower than the median net management fee for the peer group.

The Board also considered that the expense ratio for the Portfolio’s Class A shares was in the first quartile relative to the Portfolio’s peer group and, therefore, was lower than the median expense ratio for the peer group, and that the expense ratio for the Portfolio’s Class B shares was in the third quartile relative to the Portfolio’s peer group and, therefore, was higher than the median expense ratio for the peer group. The Board further considered that the Manager had entered into an expense limitation arrangement with the Portfolio under which it was waiving a portion of its management fee to limit the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and

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determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares was in the first quartile relative to its Lipper peer group for the three-year period ended May 31, 2008, and was in the second quartile for the one-year period ended on that date. The Board also considered that the Portfolio outperformed its weighted benchmark for the three-year and since inception periods ended May 31, 2008, but slightly underperformed the benchmark for the one-year period ended on that date.

Based on its review, the Board was satisfied that the Manager’s compensation was fair and reasonable. The Board was also satisfied with the Portfolio’s performance relative to its peer group and benchmark.

AXA Conservative Allocation Portfolio

In connection with its review of the Agreement relating to the AXA Conservative Allocation Portfolio, the Board considered, among other things, that the Portfolio’s contractual management fee was in the fourth quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Manager had agreed to waive all or a portion of its management fee and to reimburse all or a portion of the other expenses of the Portfolio so that the Portfolio’s total expense ratios did not exceed certain levels as set forth in the prospectus. The Board also noted that the Portfolio’s net management fee, after taking into account the expense limitation arrangement, was lower than the contractual management fee and was in the second quartile relative to its peer group and, therefore, was lower than the median net management fee for the peer group.

The Board also considered that the expense ratio for the Portfolio’s Class A shares was in the second quartile relative to the Portfolio’s peer group and, therefore, was lower than the median expense ratio for the peer group, and that the expense ratio for the Portfolio’s Class B shares was in the third quartile relative to the Portfolio’s peer group and, therefore, was higher than the median expense ratio for the peer group. The Board further considered that the Manager had entered into an expense limitation arrangement with the Portfolio under which it was waiving a portion of its management fee to limit the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares was in the first quartile relative to its Lipper peer group for the one-year period ended May 31, 2008, but was in the fourth quartile for the three-year period ended on that date. The Board also considered that the Portfolio slightly underperformed its weighted benchmark for the one-year, three-year and since inception periods ended May 31, 2008, but that the Portfolio’s performance for the three-year and since inception periods ended on that date generally was comparable to that of the benchmark. The Board and the Manager discussed the reasons for the Portfolio’s underperformance for certain periods relative to its peer group and benchmark. The Board noted that the Portfolio’s investment objective and policies generally are more conservative than those of other portfolios included in the peer group, which limits the Portfolio’s ability to outperform its peer group but also generally reduces the Portfolio’s risk profile.

Based on its review, the Board was satisfied that the Manager’s compensation was fair and reasonable. The Board was also satisfied with the Portfolio’s overall performance relative to its peer group and benchmark given the Portfolio’s conservative investment objective and policies.

AXA Conservative-Plus Allocation Portfolio

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In connection with its review of the Agreement relating to the AXA Conservative-Plus Allocation Portfolio, the Board considered, among other things, that the Portfolio’s contractual management fee was in the fourth quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Manager had agreed to waive all or a portion of its management fee and to reimburse all or a portion of the other expenses of the Portfolio so that the Portfolio’s total expense ratios did not exceed certain levels as set forth in the prospectus. The Board also noted that the Portfolio’s net management fee, after taking into account the expense limitation arrangement, was lower than the contractual management fee and was approximately equal to the median net management fee for the peer group.

The Board also considered that the expense ratio for the Portfolio’s Class A shares was in the second quartile relative to the Portfolio’s peer group and, therefore, was lower than the median expense ratio for the peer group, and the expense ratio for the Portfolio’s Class B shares was in the third quartile relative to the Portfolio’s peer group and, therefore, was higher than the median expense ratio for the peer group. The Board further considered that the Manager had entered into an expense limitation arrangement with the Portfolio under which it was waiving a portion of its management fee to limit the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares was in the second quartile relative to its Lipper peer group for the three-year period ended May 31, 2008, but was in the third quartile for the one-year period ended on that date. The Board also considered that the Portfolio had outperformed its weighted benchmark for the three-year and since inception periods ended May 31, 2008, but slightly underperformed the benchmark for the one-year period ended on that date.

Based on its review, the Board was satisfied that the Manager’s compensation was fair and reasonable. The Board was also satisfied with the Portfolio’s overall performance relative to its peer group and benchmark.

AXA Moderate Allocation Portfolio

In connection with its review of the Agreement relating to the AXA Moderate Allocation Portfolio, the Board considered, among other things, that the Portfolio’s contractual management fee was in the third quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Manager had agreed to waive all or a portion of its management fee and to reimburse all or a portion of the other expenses of the Portfolio so that the Portfolio’s total expense ratios did not exceed certain levels as set forth in the prospectus. The Board also noted that the Portfolio’s net management fee, after taking into account the expense limitation arrangement, as lower than the contractual management fee and was approximately equal to the median net management fee for the peer group.

The Board also considered that the expense ratio for the Portfolio’s Class A shares was in the first quartile relative to the Portfolio’s peer group and, therefore, was lower than the median expense ratio for the peer group, and the expense ratio for the Portfolio’s Class B shares was in the third quartile relative to the Portfolio’s peer group and, therefore, was higher than the median expense ratio for the peer group. The Board further considered that the Manager had entered into an expense limitation arrangement with the Portfolio under which it was waiving a portion of its management fee to limit the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares was in the second quartile relative to its Lipper peer group for the one-, three- and five-year periods ended May 31, 2008. The Board also considered that the Portfolio had outperformed its weighted benchmark for the three-, five- and ten-year periods ended May 31, 2008, but had

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slightly underperformed the benchmark for the one-year period ended on that date. In addition, the Board considered that the Portfolio converted to its current fund-of-funds structure in August 2003 and that the performance of the Portfolio generally had improved as a result of the change.

Based on its review, the Board was satisfied that the Manager’s compensation was fair and reasonable. The Board was also satisfied with the Portfolio’s performance relative to its peer group and benchmark.

AXA Moderate-Plus Allocation Portfolio

In connection with its review of the Agreement relating to the AXA Moderate-Plus Allocation Portfolio, the Board considered, among other things, that the Portfolio’s contractual management fee was in the third quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Manager had agreed to waive all or a portion of its management fee and to reimburse all or a portion of the other expenses of the Portfolio so that the Portfolio’s total expense ratios did not exceed certain levels as set forth in the prospectus. The Board also noted that the Portfolio’s net management fee, after taking into account the expense limitation arrangement, was lower than the contractual management fee.

The Board also considered that the expense ratio for the Portfolio’s Class A shares was in the first quartile relative to the Portfolio’s peer group and, therefore, was lower than the median expense ratio for the peer group, and that the expense ratio for the Portfolio’s Class B shares was in the third quartile relative to the Portfolio’s peer group and, therefore, was higher than the median expense ratio for the peer group. The Board further considered that the Manager has entered into an expense limitation arrangement with the Portfolio under which it was waiving a portion of its management fee to limit the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares was in the second quartile relative to its Lipper peer group for the one- and three-year periods ended May 31, 2008. The Board also considered that the Portfolio outperformed its weighted benchmark for the three-year and since inception periods ended May 31, 2008, but slightly underperformed the benchmark for the one-year period ended on that date.

Based on its review, the Board was satisfied that the Manager’s compensation was fair and reasonable. The Board was also satisfied with the Portfolio’s performance relative to its peer group and benchmark.

Target 2015 Allocation Portfolio

In connection with its review of the Agreement relating to the Target 2015 Allocation Portfolio, the Board considered, among other things, that the Portfolio’s contractual management fee was in the third quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Manager had agreed to waive all or a portion of its management fee and to reimburse all or a portion of the other expenses of the Portfolio so that the Portfolio’s total expense ratios did not exceed certain levels as set forth in the prospectus. The Board also noted that the Portfolio’s net management fee, after taking into account the expense limitation arrangement, was lower than the contractual management fee and was in the first quartile relative to the peer group and, therefore, was lower than the median net management fee for the peer group.

The Board also considered that the expense ratios for the Portfolio’s Class A and Class B shares were in the third and fourth quartiles, respectively, relative to the Portfolio’s peer group and, therefore, were higher than the median expense ratio for the peer group. The Board noted, however, that the Manager had entered into an expense limitation arrangement with the Portfolio under which it was waiving its

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entire management fee to limit the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares was in the second quartile relative to its Lipper peer group for the one-year period ended May 31, 2008. The Board also considered that the Portfolio slightly underperformed its time weighted benchmark for the one-year and since inception periods ended May 31, 2008, but that the Portfolio’s performance for the since inception period ended on that date generally was comparable to that of the benchmark. The Board and the Manager discussed the reasons for the Portfolio’s underperformance for certain periods relative to the benchmark and efforts to improve the Portfolio’s performance. The Board took into consideration in connection with its review that the Portfolio commenced operations on September 1, 2006 and, therefore, had a relatively short operating history on which to evaluate performance.

Based on its review, the Board was satisfied that the Manager’s compensation was fair and reasonable. The Board was also satisfied with the Portfolio’s performance given its relatively short operating history and its favorable performance relative to its peer group, and with the Manager’s explanations of, and efforts to improve, the Portfolio’s performance.

Target 2025 Allocation Portfolio

In connection with its review of the Agreement relating to the Target 2025 Allocation Portfolio, the Board considered, among other things, that the Portfolio’s contractual management fee was in the third quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Manager had agreed to waive all or a portion of its management fee and to reimburse all or a portion of the other expenses of the Portfolio so that the Portfolio’s total expense ratios did not exceed certain levels as set forth in the prospectus. The Board also noted that the Portfolio’s net management fee, after taking into account the expense limitation arrangement, was lower than the contractual management fee and was in the first quartile relative to the peer group and, therefore, was lower than the median net management fee for the peer group.

The Board also considered that the expense ratios for the Portfolio’s Class A and Class B shares were in the third and fourth quartiles, respectively, relative to the Portfolio’s peer group and, therefore, were higher than the median expense ratio for the peer group. The Board noted, however, that the Manager had entered into an expense limitation arrangement with the Portfolio under which it was waiving its entire management fee to limit the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares was in the third quartile relative to its Lipper peer group for the one-year period ended May 31, 2008. The Board also considered that the Portfolio slightly underperformed its time weighted benchmark for the one-year and since inception periods ended May 31, 2008, but that the Portfolio’s performance for the since inception period ended on that date generally was comparable to that of the benchmark. The Board and the Manager discussed the reasons for the Portfolio’s underperformance for certain periods relative to its peer group and benchmark and efforts to improve the Portfolio’s performance. The Board took into consideration in connection with its review that the Portfolio commenced operations on September 1, 2006 and, therefore, had a relatively short operating history on which to evaluate performance.

Based on its review, the Board was satisfied that the Manager’s compensation was fair and reasonable. The Board also was satisfied with the Portfolio’s performance given its relatively short operating history

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and its comparable performance relative to the benchmark, and with the Manager’s explanations of, and efforts to improve, the Portfolio’s performance.

Target 2035 Allocation Portfolio

In connection with its review of the Agreement relating to the Target 2035 Allocation Portfolio, the Board considered, among other things, that the Portfolio’s contractual management fee was in the third quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Manager had agreed to waive all or a portion of its management fee and to reimburse all or a portion of the other expenses of the Portfolio so that the Portfolio’s total expense ratios did not exceed certain levels as set forth in the prospectus. The Board also noted that the Portfolio’s net management fee, after taking into account the expense limitation arrangement, was lower than the contractual management fee and was in the first quartile relative to the peer group and, therefore, was lower than the median net management fee for the peer group.

The Board also considered that the expense ratios for the Portfolio’s Class A and Class B shares were in the third and fourth quartiles, respectively, relative to the Portfolio’s peer group and, therefore, were higher than the median expense ratio for the peer group. The Board noted, however, that the Manager had entered into an expense limitation arrangement with the Portfolio under which it was waiving its entire management fee to limit the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares was in the second quartile relative to its Lipper peer group for the one-year period ended May 31, 2008. The Board also considered that the Portfolio outperformed its time weighted benchmark for the since inception period and slightly underperformed the benchmark for the one-year period ended May 31, 2008, but that the Portfolio’s performance for the one-year period ended on that date generally was comparable to that of the benchmark. The Board took into consideration in connection with its review that the Portfolio commenced operations on September 1, 2006 and, therefore, had a relatively short operating history on which to evaluate performance.

Based on its review, the Board was satisfied that the Manager’s compensation was fair and reasonable. The Board was also satisfied with the Portfolio’s performance relative to its peer group and benchmark.

Target 2045 Allocation Portfolio

In connection with its review of the Agreement relating to the Target 2045 Allocation Portfolio, the Board considered, among other things, that the Portfolio’s contractual management fee was in the third quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Manager had agreed to waive all or a portion of its management fee and to reimburse all or a portion of the other expenses of the Portfolio so that the Portfolio’s total expense ratios did not exceed certain levels as set forth in the prospectus. The Board also noted that the Portfolio’s net management fee, after taking into account the expense limitation arrangement, was lower than the contractual management fee and was in the first quartile relative to the peer group and, therefore, was lower than the median net management fee for the peer group.

The Board also considered that the expense ratios for the Portfolio’s Class A and Class B shares were in the third and fourth quartiles, respectively, relative to the Portfolio’s peer group and, therefore, were

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higher than the median expense ratio for the peer group. The Board noted, however, that the Manager had entered into an expense limitation arrangement with the Portfolio under which it was waiving its entire management fee to limit the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares was in the second quartile relative to its Lipper peer group for the one-year period ended May 31, 2008. The Board also considered that the Portfolio outperformed its time weighted benchmark for the one-year and since inception periods ended May 31, 2008. The Board took into consideration in connection with its review that the Portfolio commenced operations on September 1, 2006 and, therefore, had a relatively short operating history on which to evaluate performance.

Based on its review, the Board was satisfied that the Manager’s compensation was fair and reasonable. The Board was also satisfied with the Portfolio’s performance relative to its peer group and benchmark.

Multimanager Aggressive Equity Portfolio

In connection with its review of the annual renewal of Agreements relating to the Multimanager Aggressive Equity Portfolio at its July 2008 meeting, the Board considered, among other things, that the Portfolio’s contractual management fee was in the fourth quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Portfolio’s management fee includes breakpoints, which reduce the management fee as the assets of the Portfolio increase. The Board also noted that the Manager had entered into a voluntary expense limitation arrangement with the Portfolio effective August 1, 2007 to reflect a $250 million reduction in the requisite asset levels necessary to reach each breakpoint of the Portfolio’s contractual management fee rate schedule and to reduce the applicable administration fee rate at certain asset levels of the Portfolio. The Board noted that the Portfolio’s net management fee, after taking into account the expense limitation arrangement, was lower than the contractual management fee and was in the third quartile relative to the peer group. The Board also noted that it had approved a proposal by the Manager at its July 2008 meeting to make these voluntary fee reductions permanent by amending the relevant agreements.

The Board also considered that the expense ratio for the Portfolio’s Class A shares was in the first quartile relative to the Portfolio’s peer group and, therefore, was lower than the median expense ratio for the peer group, and that the expense ratio for the Portfolio’s Class B shares was in the third quartile relative to the Portfolio’s peer group and, therefore, was higher than the median expense ratio for the peer group. The Board further considered that the Manager had entered into a voluntary expense limitation arrangement with the Portfolio under which it was waiving a portion of its management fee to limit the Portfolio’s total expense ratios and that the Board and the Manager have made these fee reductions permanent by amending the relevant agreements. The Board noted that any reduction in the Portfolio’s management fee due to increases in the Portfolio’s assets above the breakpoints in the management fee schedule could result in a corresponding reduction in the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares was in the third quartile relative to its Lipper peer group for the one- and five-year periods ended May 31, 2008, and was in the fourth quartile for the three- and ten-year periods ended on that date. The Board also considered that the Portfolio outperformed its benchmark for the five-year period ended May 31, 2008, but that the Portfolio underperformed the benchmark for the one-, three- and ten-year periods ended on that date. The Board noted, however, that the Portfolio’s performance for the three-year period ended May 31, 2008 generally was in line with that of the benchmark. The Board and the Manager discussed the reasons for the Portfolio’s underperformance for certain periods

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relative to its peer group and benchmark and efforts to improve the Portfolio’s overall performance. The Board also considered that the Manager had taken steps to strengthen the Portfolio’s performance through the appointment of new Advisers in June 2005 and January 2007 and that the performance of the Portfolio generally had improved as a result of these changes.

Based on its review, the Board was satisfied that the Manager’s and each Adviser’s compensation was fair and reasonable. The Board also was satisfied with the Manager’s explanations and efforts to improve the Portfolio’s overall performance.

At a subsequent Board meeting in December 2008, the Board approved a proposal by the Manager that is intended to enhance the Portfolio’s overall performance relative to its volatility by more closely tracking the Portfolio’s benchmark. The proposal provided for the creation of an additional allocated portion that will track the performance of a broad-based index and allocating the remaining portion of the Portfolio’s assets to each of the actively managed portions of the Portfolio. In connection with the proposal, the Board considered and approved an amendment to the relevant Management Agreement and a new Advisory Agreement between AXA Equitable and SSgA FM with respect to the index allocated portion of the Portfolio. In approving the amendment to the Management Agreement and the new Advisory Agreement, the Board reviewed and considered the proposed management and subadvisory fees and noted that the amended Management Agreement provided for a reduction in the fees paid with respect to the Portfolio. At the Board’s request, the Manager agreed to provide pro forma profitability data reflecting the lower advisory fees and reduced management fees as relating to the proposed new alignment of assets at the next Board review of Advisory and Management Agreements. The Board also considered whether the proposed fee schedules provide for economies of scale as the assets of the Portfolio increase through breakpoints. In addition, the Board reviewed SSgA FM’s experience and historical performance record in managing similar accounts. Finally, the Board requested from the Manager and received additional information about the proposal, which the Board considered as part of its review. Based on its review, the Board was satisfied that the Manager’s and the Adviser’s compensation was fair and reasonable and with the Manager’s efforts to enhance the Portfolio’s performance.

Multimanager Core Bond Portfolio

In connection with its review of the annual renewal of Agreements relating to the Multimanager Core Bond Portfolio at its July 2008 meeting, the Board considered, among other things, that the Portfolio’s contractual management fee was in the fourth quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Portfolio’s management fee includes breakpoints, which reduce the management fee as the assets of the Portfolio increase. The Board also noted that the Manager had contractually agreed to waive all or a portion of its management fee and to reimburse all or a portion of the other expenses of the Portfolio so that the Portfolio’s total expense ratios did not exceed certain levels as set forth in the prospectus. The Board further noted that the Manager had entered into an additional voluntary expense limitation arrangement with the Portfolio effective August 1, 2007 to reflect a $250 million reduction in the requisite asset levels necessary to reach each breakpoint of the Portfolio’s contractual management fee rate schedule and to reduce the applicable administration fee rate at certain asset levels of the Portfolio. The Board noted that the Portfolio’s net management fee, after taking into account the expense limitation arrangements, was lower than the contractual management fee. The Board also noted that it had approved a proposal by the Manager at its July 2008 meeting to make these voluntary fee reductions permanent by amending the relevant agreements.

The Board also considered that the expense ratios for the Portfolio’s Class A and Class B shares were in the third and fourth quartiles, respectively, relative to the Portfolio’s peer group and, therefore, were higher than the median expense ratio for the peer group. The Board noted, however, that the Manager had entered into expense limitation arrangements with the Portfolio under which it was waiving a portion of its management fee to limit the Portfolio’s total expense ratios and that the Board and the Manager had made the voluntary fee reductions permanent by amending the relevant agreements. The Board also considered that any reduction in the Portfolio’s management fee due to increases in the Portfolio’s assets above the breakpoints in the management fee schedule could result in a corresponding reduction in the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to

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the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares was in the second quartile relative to its Lipper peer group for the one- and three-year periods ended May 31, 2008, but was in the third quartile for the five-year period ended on that date. The Board also considered that the Portfolio outperformed its benchmark for the one-year period ended May 31, 2008 and slightly underperformed its benchmark for the three-year, five-year and since inception periods ended on that date, but that the Portfolio’s performance for the three- and five-year periods ended on that date generally was comparable to that of the benchmark. The Board and the Manager discussed the reasons for the Portfolio’s underperformance for certain periods relative to its peer group and benchmark and efforts to improve the Portfolio’s overall performance.

Based on its review, the Board was satisfied that the Manager’s and each Adviser’s compensation was fair and reasonable. The Board was also satisfied with the Portfolio’s performance relative to its peer group and benchmark for the short- and medium-term time periods and with the Manager’s explanations and efforts to improve the Portfolio’s long-term performance.

At a subsequent Board meeting in December 2008, the Board approved a proposal by the Manager that is intended to enhance the Portfolio’s overall performance relative to its volatility by more closely tracking the Portfolio’s benchmark. The proposal provided for the creation of an additional allocated portion that will track the performance of a broad-based index and allocating the remaining portion of the Portfolio’s assets to each of the actively managed portions of the Portfolio. In connection with the proposal, the Board considered and approved an amendment to the relevant Management Agreement and a new Advisory Agreement between AXA Equitable and SSgA FM with respect to the index allocated portion of the Portfolio. In approving the amendment to the Management Agreement and the new Advisory Agreement, the Board reviewed and considered the proposed management and subadvisory fees and noted that the amended Management Agreement provided for a reduction in the fees paid with respect to the Portfolio. At the Board’s request, the Manager agreed to provide pro forma profitability data reflecting the lower advisory fees and reduced management fees as relating to the proposed new alignment of assets at the next Board review of Advisory and Management Agreements. The Board also considered whether the proposed fee schedules provide for economies of scale as the assets of the Portfolio increase through breakpoints. In addition, the Board reviewed SSgA FM’s experience and historical performance record in managing similar accounts. Finally, the Board requested from the Manager and received additional information about the proposal, which the Board considered as part of its review. Based on its review, the Board was satisfied that the Manager’s and the Adviser’s compensation was fair and reasonable and with the Manager’s efforts to enhance the Portfolio’s performance.

Multimanager Health Care Portfolio

In connection with its review of the annual renewal of Agreements relating to the Multimanager Health Care Portfolio at its July 2008 meeting, the Board considered, among other things, that the Portfolio’s contractual management fee was in the fourth quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Portfolio’s management fee includes breakpoints, which reduce the management fee as the assets of the Portfolio increase. The Board also noted that the Manager had contractually agreed to waive all or a portion of its management fee and to reimburse all or a portion of the other expenses of the Portfolio so that the Portfolio’s total expense ratios did not exceed certain levels as set forth in the prospectus. The Board further noted that the Manager had entered into an additional voluntary expense limitation arrangement with the Portfolio effective August 1, 2007 to reflect a $250 million reduction in the requisite asset levels necessary to reach each breakpoint of the Portfolio’s contractual management fee rate schedule and to reduce the applicable administration fee rate at certain asset levels of the Portfolio. The Board also considered that it had approved a proposal by the Manager at its July 2008 meeting to make these voluntary fee reductions permanent by amending the relevant agreements.

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The Board also considered that the expense ratios for the Portfolio’s Class A and Class B shares are in the fourth quartile relative to the Portfolio’s peer group and, therefore, are higher than the median expense ratio for the peer group. The Board noted, however, that the Manager has entered into expense limitation arrangements with the Portfolio under which it would waive all or a portion of its management fee and reimburse all or a portion of the Portfolio’s other expenses to limit the Portfolio’s total expense ratios and that the Board and the Manager have made the voluntary fee reductions permanent by amending the relevant agreements. The Board also considered that any reduction in the Portfolio’s management fee due to increases in the Portfolio’s assets above the breakpoints in the management fee schedule could result in a corresponding reduction in the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares was in the third quartile relative to its Lipper peer group for the one-, three- and five-year periods ended May 31, 2008. The Board also considered that the Portfolio outperformed its benchmark for the one-year, three-year, five-year and since inception periods ended May 31, 2008. The Board and the Manager discussed the reasons for the Portfolio’s underperformance relative to its peer group and efforts to improve performance relative to the peer group. The Board also factored into its evaluation the fact that the Portfolio is a specialty portfolio that offers a unique investment strategy and enhances the range of investment options available to investors.

Based on its review, the Board was satisfied that the Manager’s and each Adviser’s compensation was fair and reasonable. The Board was also satisfied with the Portfolio’s performance relative to the benchmark and with the Manager’s explanations and efforts to improve the Portfolio’s performance relative to its peer group.

At a subsequent Board meeting in December 2008, the Board approved a proposal by the Manager that is intended to enhance the Portfolio’s overall performance relative to its volatility by more closely tracking the Portfolio’s benchmark. The proposal provided for the creation of an additional allocated portion that will track the performance of a broad-based index and allocating the remaining portion of the Portfolio’s assets to each of the actively managed portions of the Portfolio. In connection with the proposal, the Board considered and approved an amendment to the relevant Management Agreement and a new Advisory Agreement between AXA Equitable and SSgA FM with respect to the index allocated portion of the Portfolio. In approving the amendment to the Management Agreement and the new Advisory Agreement, the Board reviewed and considered the proposed management and subadvisory fees and noted that the amended Management Agreement provided for a reduction in the fees paid with respect to the Portfolio. At the Board’s request, the Manager agreed to provide pro forma profitability data reflecting the lower advisory fees and reduced management fees as relating to the proposed new alignment of assets at the next Board review of Advisory and Management Agreements. The Board also considered whether the proposed fee schedules provide for economies of scale as the assets of the Portfolio increase through breakpoints. In addition, the Board reviewed SSgA FM’s experience and historical performance record in managing similar accounts. Finally, the Board requested from the Manager and received additional information about the proposal, which the Board considered as part of its review. Based on its review, the Board was satisfied that the Manager’s and the Adviser’s compensation was fair and reasonable and with the Manager’s efforts to enhance the Portfolio’s performance.

Multimanager High Yield Portfolio

In connection with its review of the annual renewal of Agreements relating to the Multimanager High Yield Portfolio at its July 2008 meeting, the Board considered, among other things, that the Portfolio’s contractual management fee was in the fourth quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Portfolio’s management fee includes breakpoints, which reduce the management fee as the assets of the Portfolio increase. The Board also noted that the Manager had entered into a voluntary expense limitation arrangement with the Portfolio effective August 1, 2007 to reflect a $250 million reduction in the requisite asset levels necessary to reach each breakpoint of the Portfolio’s contractual

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management fee rate schedule and to reduce the applicable administration fee rate at certain asset levels of the Portfolio. The Board further considered that it had approved a proposal by the Manager at its July 2008 meeting to make these voluntary fee reductions permanent by amending the relevant agreements.

The Board also considered that the expense ratio for the Portfolio’s Class A shares was in the second quartile relative to the Portfolio’s peer group and, therefore, was lower than the median expense ratio for the peer group, and the expense ratio for the Portfolio’s Class B shares was in the fourth quartile relative to the Portfolio’s peer group and, therefore, was higher than the median expense ratio for the peer group. The Board noted that the Manager had entered into a voluntary expense limitation arrangement with the Portfolio under which it would waive all or a portion of its management fee and reimburse all or a portion of the Portfolio’s other expenses to limit the Portfolio’s total expense ratios as set forth in the prospectus and that the Board and the Manager had made these voluntary fee reductions permanent by amending the relevant agreements. The Board also noted that any reduction in the Portfolio’s management fee due to increases in the Portfolio’s assets above the breakpoints in the management fee schedule could result in a corresponding reduction in the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares was in the second quartile relative to its Lipper peer group for the one-year period ended May 31, 2008, but was in the third quartile for the three- and five-year periods ended on that date. The Board also considered that the Portfolio outperformed its benchmark for the one-year period ended May 31, 2008, but that the Portfolio underperformed its benchmark for the three-, five- and ten-year periods ended on that date. The Board noted, however, that the Portfolio’s performance for the three- and five-year periods ended May 31, 2008 generally was in line with that of the benchmark. The Board and the Manager discussed the reasons for the Portfolio’s underperformance for certain periods relative to its peer group and benchmark and efforts to improve the Portfolio’s performance. The Board also considered that the Manager had taken steps to improve the Portfolio’s performance through the appointment of a new Adviser for a portion of the Portfolio in June 2005 and that the performance of the Portfolio generally had improved as a result of this change.

Based on its review, the Board was satisfied that the Manager’s and each Adviser’s compensation was fair and reasonable. The Board was also satisfied with the Portfolio’s short-term performance relative to its peer group and benchmark and with the Manager’s explanations and efforts to improve the Portfolio’s medium- and long-term performance.

At a subsequent Board meeting in December 2008, the Board approved a proposal by the Manager that is intended to enhance the Portfolio’s overall performance relative to its volatility by more closely tracking the Portfolio’s benchmark. The proposal provided for the creation of an additional allocated portion that will track the performance of a broad-based index and allocating the remaining portion of the Portfolio’s assets to each of the actively managed portions of the Portfolio. In connection with the proposal, the Board considered and approved an amendment to the relevant Management Agreement and a new Advisory Agreement between AXA Equitable and SSgA FM with respect to the index allocated portion of the Portfolio. In approving the amendment to the Management Agreement and the new Advisory Agreement, the Board reviewed and considered the proposed management and subadvisory fees and noted that the amended Management Agreement provided for a reduction in the fees paid with respect to the Portfolio. At the Board’s request, the Manager agreed to provide pro forma profitability data reflecting the lower advisory fees and reduced management fees as relating to the proposed new alignment of assets at the next Board review of Advisory and Management Agreements. The Board also considered whether the proposed fee schedules provide for economies of scale as the assets of the Portfolio increase through breakpoints. In addition, the Board reviewed SSgA FM’s experience and historical performance record in managing similar accounts. Finally, the Board requested from the Manager and received additional information about the proposal, which the Board considered as part of its review. Based on its review, the Board was satisfied that the Manager’s and the Adviser’s compensation was fair and reasonable and with the Manager’s efforts to enhance the Portfolio’s performance.

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Multimanager International Equity Portfolio

In connection with its review of the annual renewal of Agreements relating to the Multimanager International Equity Portfolio at its July 2008 meeting, the Board considered, among other things, that the Portfolio’s contractual management fee was in the fourth quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Portfolio’s management fee includes breakpoints, which reduce the management fee as the assets of the Portfolio increase. The Board also noted that the Manager had contractually agreed to waive all or a portion of its management fee and to reimburse all or a portion of the other expenses of the Portfolio so that the Portfolio’s total expense ratios did not exceed certain levels as set forth in the prospectus. The Board further noted that the Manager had entered into a voluntary expense limitation arrangement with the Portfolio effective August 1, 2007 to reflect a $250 million reduction in the requisite asset levels necessary to reach each breakpoint of the Portfolio’s contractual management fee rate schedule and to reduce the applicable administration fee rate at certain asset levels of the Portfolio. The Board considered that it had approved a proposal by the Manager at its July 2008 meeting to make these voluntary fee reductions permanent by amending the relevant agreements.

The Board also considered that the expense ratios for the Portfolio’s Class A and Class B shares were in the fourth quartile relative to the Portfolio’s peer group and, therefore, were higher than the median expense ratio for the peer group. The Board noted, however, that the Manager had entered into expense limitation arrangements with the Portfolio under which it would waive all or a portion of its management fee and reimburse all or a portion of the Portfolio’s other expenses to limit the Portfolio’s total expense ratios and that the Board and the Manager had made the voluntary fee reductions permanent by amending the relevant agreements. The Board considered that any reduction in the Portfolio’s management fee due to increases in the Portfolio’s assets above the breakpoints in the management fee schedule could result in a corresponding reduction in the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares relative to its Lipper peer group was in the second quartile for the one- and three-year periods ended May 31, 2008, but was in the third quartile for the five-year period ended on that date. The Board also considered that the Portfolio outperformed its benchmark for the one- and three-year periods ended May 31, 2008, but slightly underperformed its benchmark for the five-year and since inception periods ended on that date. The Board and the Manager discussed the reasons for the Portfolio’s underperformance for certain periods relative to its peer group and benchmark and efforts to improve the Portfolio’s performance.

Based on its review, the Board was satisfied that the Manager’s and each Adviser’s compensation was fair and reasonable. The Board was also satisfied with the Portfolio’s performance relative to its peer group and benchmark for the short-term periods and with the Manager’s explanations and efforts to improve the Portfolio’s long-term performance.

At a subsequent Board meeting in December 2008, the Board approved a proposal by the Manager that is intended to enhance the Portfolio’s overall performance relative to its volatility by more closely tracking the Portfolio’s benchmark. The proposal provided for the creation of an additional allocated portion that will track the performance of a broad-based index and allocating the remaining portion of the Portfolio’s assets to each of the actively managed portions of the Portfolio. In connection with the proposal, the Board considered and approved an amendment to the relevant Management Agreement and a new Advisory Agreement between AXA Equitable and SSgA FM with respect to the index allocated portion of the Portfolio. In approving the amendment to the Management Agreement and the new Advisory Agreement, the Board reviewed and considered the proposed management and subadvisory fees and noted that the amended Management Agreement provided for a reduction in the fees paid with respect to the Portfolio. At the Board’s request, the Manager agreed to provide pro forma profitability data reflecting the lower advisory fees and reduced management fees as relating to the proposed new alignment of assets at the next Board review of Advisory and Management Agreements. The Board also considered

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whether the proposed fee schedules provide for economies of scale as the assets of the Portfolio increase through breakpoints. In addition, the Board reviewed SSgA FM’s experience and historical performance record in managing similar accounts. Finally, the Board requested from the Manager and received additional information about the proposal, which the Board considered as part of its review. Based on its review, the Board was satisfied that the Manager’s and the Adviser’s compensation was fair and reasonable and with the Manager’s efforts to enhance the Portfolio’s performance.

Multimanager Large Cap Core Equity Portfolio

In connection with its review of the annual renewal of Agreements relating to the Multimanager Large Cap Core Equity Portfolio at its July 2008 meeting, the Board considered, among other things, that the Portfolio’s contractual management fee was in the fourth quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Portfolio’s management fee includes breakpoints, which reduce the management fee as the assets of the Portfolio increase. The Board also noted that the Manager had contractually agreed to waive all or a portion of its management fee and to reimburse all or a portion of the other expenses of the Portfolio so that the Portfolio’s total expense ratios did not exceed certain levels as set forth in the prospectus. The Board further noted that the Manager had entered into a voluntary expense limitation arrangement with the Portfolio effective August 1, 2007 to reflect a $250 million reduction in the requisite asset levels necessary to reach each breakpoint of the Portfolio’s contractual management fee rate schedule and to reduce the applicable administration fee rate at certain asset levels of the Portfolio. The Board considered that it had approved a proposal by the Manager at its July 2008 meeting to make these voluntary fee reductions permanent by amending the relevant agreements.

The Board also considered that the expense ratios for the Portfolio’s Class A and Class B shares were in the fourth quartile relative to the Portfolio’s peer group and, therefore, were higher than the median expense ratio for the peer group. The Board noted, however, that the Manager had entered into expense limitation arrangements with the Portfolio under which it would waive all or a portion of its management fee and reimburse all or a portion of the Portfolio’s other expenses to limit the Portfolio’s total expense ratios and that the Board and the Manager had made the voluntary fee reductions permanent by amending the relevant agreements. The Board considered that any reduction in the Portfolio’s management fee due to increases in the Portfolio’s assets above the breakpoints in the management fee schedule could result in a corresponding reduction in the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares was in the third quartile relative to its Lipper peer group for the one-year period ended May 31, 2008, and was in the fourth quartile for the three- and five-year periods ended on that date. The Board also considered that the Portfolio underperformed its benchmark for the one-year, three-year, five-year and since inception periods ended May 31, 2008, but that the Portfolio’s performance for the three-year, five-year and since inception periods ended on that date generally was in line with the benchmark. The Board and the Manager discussed the reasons for the Portfolio’s underperformance relative to its peer group and benchmark and efforts to improve the Portfolio’s performance.

Based on its review, the Board was satisfied that the Manager’s and each Adviser’s compensation was fair and reasonable. The Board was also satisfied with the Portfolio’s performance relative to the benchmark for the medium- and long-term periods and with the Manager’s explanations and efforts to improve the overall performance of the Portfolio.

At a subsequent Board meeting in December 2008, the Board approved a proposal by the Manager that is intended to enhance the Portfolio’s overall performance relative to its volatility by more closely tracking the Portfolio’s benchmark. The proposal provided for the creation of an additional allocated portion that will track the performance of a broad-based index and allocating the remaining portion of the Portfolio’s assets to each of the actively managed portions of the Portfolio. In connection with the proposal, the Board considered and approved an amendment to the relevant Management Agreement and a

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new Advisory Agreement between AXA Equitable and SSgA FM with respect to the index allocated portion of the Portfolio. In approving the amendment to the Management Agreement and the new Advisory Agreement, the Board reviewed and considered the proposed management and subadvisory fees and noted that the amended Management Agreement provided for a reduction in the fees paid with respect to the Portfolio. At the Board’s request, the Manager agreed to provide pro forma profitability data reflecting the lower advisory fees and reduced management fees as relating to the proposed new alignment of assets at the next Board review of Advisory and Management Agreements. The Board also considered whether the proposed fee schedules provide for economies of scale as the assets of the Portfolio increase through breakpoints. In addition, the Board reviewed SSgA FM’s experience and historical performance record in managing similar accounts. Finally, the Board requested from the Manager and received additional information about the proposal, which the Board considered as part of its review. Based on its review, the Board was satisfied that the Manager’s and the Adviser’s compensation was fair and reasonable and with the Manager’s efforts to enhance the Portfolio’s performance.

Multimanager Large Cap Growth Portfolio

In connection with its review of the annual renewal of Agreements relating to the Multimanager Large Cap Growth Portfolio at its July 2008 meeting, the Board considered, among other things, that the Portfolio’s contractual management fee was in the fourth quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Portfolio’s management fee includes breakpoints, which reduce the management fee as the assets of the Portfolio increase. The Board also noted that the Manager had contractually agreed to waive all or a portion of its management fee and to reimburse all or a portion of the other expenses of the Portfolio so that the Portfolio’s total expense ratios did not exceed certain levels as set forth in the prospectus. The Board further noted that the Manager had entered into a voluntary expense limitation arrangement with the Portfolio effective August 1, 2007 to reflect a $250 million reduction in the requisite asset levels necessary to reach each breakpoint of the Portfolio’s contractual management fee rate schedule and to reduce the applicable administration fee rate at certain asset levels of the Portfolio. The Board noted that the Portfolio’s net management fee, after taking into account the expense limitation arrangements, was lower than the contractual management fee. The Board also noted that it had approved a proposal by the Manager at its July 2008 meeting to make these voluntary fee reductions permanent by amending the relevant agreements.

The Board also considered that the expense ratios for the Portfolio’s Class A and Class B shares were in the third and fourth quartiles, respectively, relative to the Portfolio’s peer group and, therefore, were higher than the median expense ratio for the peer group. The Board noted, however, that the Manager had entered into expense limitation arrangements with the Portfolio under which it was waiving a portion of its management fee to limit the Portfolio’s total expense ratios and that the Board and the Manager had made the voluntary fee reductions permanent by amending the relevant agreements. The Board considered that any reduction in the Portfolio’s management fee due to increases in the Portfolio’s assets above the breakpoints in the management fee schedule could result in a corresponding reduction in the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares was in the third quartile relative to its Lipper peer group for the one-year period ended May 31, 2008, and was in the fourth quartile for the three- and five-year periods ended on that date. The Board also considered that the Portfolio underperformed its benchmark for the one-year, three-year, five-year and since inception periods ended May 31, 2008, but that the Portfolio’s performance for the one-year period ended on that date generally was comparable to that of the benchmark. The Board and the Manager discussed the reasons for the Portfolio’s underperformance relative to its peer group and benchmark and efforts to improve the Portfolio’s performance. The Board noted that the Manager had taken steps to improve the Portfolio’s performance by hiring a new Adviser for a portion of the Portfolio in January 2007 and that the performance of the Portfolio generally had improved as a result of this change. In addition, the Board noted that the Manager had recently taken further steps to improve

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the Portfolio’s performance by hiring additional new Advisers for certain portions of the Portfolio in June 2008, but the very short period of time during which the Advisers had been advising the Portfolio provided a limited basis on which to evaluate the Portfolio’s performance.

Based on its review, the Board was satisfied that the Manager’s and each Adviser’s compensation was fair and reasonable. The Board was also satisfied with the Manager’s explanations and efforts to improve the Portfolio’s performance.

At a subsequent Board meeting in December 2008, the Board approved a proposal by the Manager that is intended to enhance the Portfolio’s overall performance relative to its volatility by more closely tracking the Portfolio’s benchmark. The proposal provided for the creation of an additional allocated portion that will track the performance of a broad-based index and allocating the remaining portion of the Portfolio’s assets to each of the actively managed portions of the Portfolio. In connection with the proposal, the Board considered and approved an amendment to the relevant Management Agreement and a new Advisory Agreement between AXA Equitable and SSgA FM with respect to the index allocated portion of the Portfolio. In approving the amendment to the Management Agreement and the new Advisory Agreement, the Board reviewed and considered the proposed management and subadvisory fees and noted that the amended Management Agreement provided for a reduction in the fees paid with respect to the Portfolio. At the Board’s request, the Manager agreed to provide pro forma profitability data reflecting the lower advisory fees and reduced management fees as relating to the proposed new alignment of assets at the next Board review of Advisory and Management Agreements. The Board also considered whether the proposed fee schedules provide for economies of scale as the assets of the Portfolio increase through breakpoints. In addition, the Board reviewed SSgA FM’s experience and historical performance record in managing similar accounts. Finally, the Board requested from the Manager and received additional information about the proposal, which the Board considered as part of its review. Based on its review, the Board was satisfied that the Manager’s and the Adviser’s compensation was fair and reasonable and with the Manager’s efforts to enhance the Portfolio’s performance.

Multimanager Large Cap Value Portfolio

In connection with its review of the annual renewal of Agreements relating to the Multimanager Large Cap Value Portfolio at its July 2008 meeting, the Board considered, among other things, that the Portfolio’s contractual management fee was in the fourth quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Portfolio’s management fee includes breakpoints, which reduce the management fee as the assets of the Portfolio increase. The Board also noted that the Manager had contractually agreed to waive all or a portion of its management fee and to reimburse all or a portion of the other expenses of the Portfolio so that the Portfolio’s total expense ratios did not exceed certain levels as set forth in the prospectus. The Board further noted that the Manager had entered into a voluntary expense limitation arrangement with the Portfolio effective August 1, 2007 to reflect a $250 million reduction in the requisite asset levels necessary to reach each breakpoint of the Portfolio’s contractual management fee rate schedule and to reduce the applicable administration fee rate at certain asset levels of the Portfolio. The Board considered that it had approved a proposal by the Manager at its July 2008 meeting to make these voluntary fee reductions permanent by amending the relevant agreements.

The Board also considered that the expense ratios for the Portfolio’s Class A and Class B shares were in the fourth quartile relative to the Portfolio’s peer group and, therefore, were higher than the median expense ratio for the peer group. The Board noted, however, that the Manager had entered into expense limitation arrangements with the Portfolio under which it would waive all or a portion of its management fee and reimburse all or a portion of the Portfolio’s other expenses to limit the Portfolio’s total expense ratios and that the Board and the Manager had made the voluntary fee reductions permanent by amending the relevant agreements. The Board considered that any reduction in the Portfolio’s management fee due to increases in the Portfolio’s assets above the breakpoints in the management fee schedule could result in a corresponding reduction in the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

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In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares was in the first quartile relative to its Lipper peer group for the five-year period ended May 31, 2008, and was in the second quartile for the one- and three-year periods ended on that date. The Board also considered that the Portfolio outperformed its benchmark for the one-, three- and five-year periods ended May 31, 2008 and that the Portfolio had slightly underperformed its benchmark for the since inception period ended on that date.

Based on its review, the Board was satisfied that the Manager’s and each Adviser’s compensation was fair and reasonable. The Board was also satisfied with the Portfolio’s performance relative to its peer group and benchmark.

At a subsequent Board meeting in December 2008, the Board approved a proposal by the Manager that is intended to enhance the Portfolio’s overall performance relative to its volatility by more closely tracking the Portfolio’s benchmark. The proposal provided for the creation of an additional allocated portion that will track the performance of a broad-based index and allocating the remaining portion of the Portfolio’s assets to each of the actively managed portions of the Portfolio. In connection with the proposal, the Board considered and approved an amendment to the relevant Management Agreement and a new Advisory Agreement between AXA Equitable and SSgA FM with respect to the index allocated portion of the Portfolio. In approving the amendment to the Management Agreement and the new Advisory Agreement, the Board reviewed and considered the proposed management and subadvisory fees and noted that the amended Management Agreement provided for a reduction in the fees paid with respect to the Portfolio. At the Board’s request, the Manager agreed to provide pro forma profitability data reflecting the lower advisory fees and reduced management fees as relating to the proposed new alignment of assets at the next Board review of Advisory and Management Agreements. The Board also considered whether the proposed fee schedules provide for economies of scale as the assets of the Portfolio increase through breakpoints. In addition, the Board reviewed SSgA FM’s experience and historical performance record in managing similar accounts. Finally, the Board requested from the Manager and received additional information about the proposal, which the Board considered as part of its review. Based on its review, the Board was satisfied that the Manager’s and the Adviser’s compensation was fair and reasonable and with the Manager’s efforts to enhance the Portfolio’s performance.

Multimanager Mid Cap Growth Portfolio

In connection with its review of the annual renewal of Agreements relating to the Multimanager Mid Cap Growth Portfolio at its July 2008 meeting, the Board considered, among other things, that the Portfolio’s contractual management fee was in the fourth quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Portfolio’s management fee includes breakpoints, which reduce the management fee as the assets of the Portfolio increase. The Board also noted that the Manager had contractually agreed to waive all or a portion of its management fee and to reimburse all or a portion of the other expenses of the Portfolio so that the Portfolio’s total expense ratios did not exceed certain levels as set forth in the prospectus. The Board further noted that the Manager had entered into a voluntary expense limitation arrangement with the Portfolio effective August 1, 2007 to reflect a $250 million reduction in the requisite asset levels necessary to reach each breakpoint of the Portfolio’s contractual management fee rate schedule and to reduce the applicable administration fee rate at certain asset levels of the Portfolio. The Board considered that it had approved a proposal by the Manager at its July 2008 meeting to make these voluntary fee reductions permanent by amending the relevant agreements.

The Board also considered that the expense ratios for the Portfolio’s Class A and B shares were in the fourth quartile relative to the Portfolio’s peer group and, therefore, were higher than the median expense ratio for the peer group. The Board noted, however, that the Manager had entered into expense limitation arrangements with the Portfolio under which it would waive all or a portion of its management fee and reimburse all or a portion of the Portfolio’s other expenses to limit the Portfolio’s total expense ratios and that the Board and the Manager had made the voluntary fee reductions permanent by amending the relevant agreements. The Board considered that any reduction in the Portfolio’s management fee due to increases in the Portfolio’s assets above the breakpoints in the management fee schedule could result in a corresponding reduction in the Portfolio’s total expense ratios. The Board then evaluated the level of the

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management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares was in the third quartile relative to its Lipper peer group for the five-year period ended May 31, 2008, and was in the fourth quartile for the one- and three-year periods ended on that date. The Board also considered that the Portfolio underperformed its benchmark for the one-year, three-year, five-year and since inception periods ended May 31, 2008, but that the Portfolio’s performance for the three-year period ended on that date generally was in line with that of the benchmark. The Board and the Manager discussed the reasons for the Portfolio’s underperformance relative to its peer group and benchmark and efforts to improve the Portfolio’s performance. The Board noted that the Manager had recently taken steps to improve the Portfolio’s performance by hiring a new Adviser in June 2008, but the very short period of time during which the Adviser had been advising the Portfolio provided a limited basis on which to evaluate the Portfolio’s performance.

Based on its review, the Board was satisfied that the Manager’s and each Adviser’s compensation was fair and reasonable. The Board was also satisfied with the Manager’s explanations and efforts to improve the Portfolio’s performance.

At a subsequent Board meeting in December 2008, the Board approved a proposal by the Manager that is intended to enhance the Portfolio’s overall performance relative to its volatility by more closely tracking the Portfolio’s benchmark. The proposal provided for the creation of an additional allocated portion that will track the performance of a broad-based index and allocating the remaining portion of the Portfolio’s assets to each of the actively managed portions of the Portfolio. In connection with the proposal, the Board considered and approved an amendment to the relevant Management Agreement and a new Advisory Agreement between AXA Equitable and SSgA FM with respect to the index allocated portion of the Portfolio. In approving the amendment to the Management Agreement and the new Advisory Agreement, the Board reviewed and considered the proposed management and subadvisory fees and noted that the amended Management Agreement provided for a reduction in the fees paid with respect to the Portfolio. At the Board’s request, the Manager agreed to provide pro forma profitability data reflecting the lower advisory fees and reduced management fees as relating to the proposed new alignment of assets at the next Board review of Advisory and Management Agreements. The Board also considered whether the proposed fee schedules provide for economies of scale as the assets of the Portfolio increase through breakpoints. In addition, the Board reviewed SSgA FM’s experience and historical performance record in managing similar accounts. Finally, the Board requested from the Manager and received additional information about the proposal, which the Board considered as part of its review. Based on its review, the Board was satisfied that the Manager’s and the Adviser’s compensation was fair and reasonable and with the Manager’s efforts to enhance the Portfolio’s performance.

Multimanager Mid Cap Value Portfolio

In connection with its review of the annual renewal of Agreements relating to the Multimanager Mid Cap Value Portfolio at its July 2008 meeting, the Board considered, among other things, that the Portfolio’s contractual management fee was in the fourth quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Portfolio’s management fee includes breakpoints, which reduce the management fee as the assets of the Portfolio increase. The Board also noted that the Manager had contractually agreed to waive all or a portion of its management fee and to reimburse all or a portion of the other expenses of the Portfolio so that the Portfolio’s total expense ratios did not exceed certain levels as set forth in the prospectus. The Board further noted that the Manager had entered into a voluntary expense limitation arrangement with the Portfolio effective August 1, 2007 to reflect a $250 million reduction in the requisite asset levels necessary to reach each breakpoint of the Portfolio’s contractual management fee rate schedule and to reduce the applicable administration fee rate at certain asset levels of the Portfolio. The Board considered that it had approved a proposal by the Manager at its July 2008 meeting to make these voluntary fee reductions permanent by amending the relevant agreements.

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The Board also considered that the expense ratios for the Portfolio’s Class A and B shares were in the fourth quartile relative to the Portfolio’s peer group and, therefore, were higher than the median expense ratio for the peer group. The Board noted, however, that the Manager had entered into expense limitation arrangements with the Portfolio under which it would waive all or a portion of its management fee and reimburse all or a portion of the Portfolio’s other expenses to limit the Portfolio’s total expense ratios and that the Board and the Manager had made the voluntary fee reductions permanent by amending the relevant agreements. The Board considered that any reduction in the Portfolio’s management fee due to increases in the Portfolio’s assets above the breakpoints in the management fee schedule could result in a corresponding reduction in the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares was in the third quartile relative to its Lipper peer group for the one- and three-year periods ended May 31, 2008, and was in the fourth quartile for the five-year period ended on that date. The Board also considered that the Portfolio outperformed its benchmark for the one- and three-year periods ended May 31, 2008, but underperformed its benchmark for the five-year and since inception periods ended on that date. The Board noted, however, that the Portfolio’s performance for the five-year period ended May 31, 2008 generally was in line with that of the benchmark. The Board and the Manager discussed the reasons for the Portfolio’s underperformance for certain periods relative to its peer group and benchmark and efforts to improve the Portfolio’s performance.

Based on its review, the Board was satisfied that the Manager’s and each Adviser’s compensation was fair and reasonable. The Board was also satisfied with the Portfolio’s performance relative to its benchmark for the short- and medium-term time periods and with the Manager’s explanations and efforts to improve the overall performance of the Portfolio relative to its peer group and benchmark.

At a subsequent Board meeting in September 2008, the Board considered and approved a new Advisory Agreement with Tradewinds to replace one of the then-current Advisers to the Portfolio. In connection with its approval of the new Advisory Agreement, the Board considered the subadvisory fees to be paid thereunder, whether the proposed fee schedule provides for economies of scale as the assets of the Portfolio increase and any changes in the profitability of the Manager as a result of the Advisory Agreement. The Board also considered that there would be no change in the management fee rate paid by the Portfolio as a result of the Advisory Agreement with Tradewinds. In addition, the Board reviewed the performance of the comparable accounts managed by Tradewinds and considered that they outperformed their benchmark for the one-year, three-year, five-year and since inception periods ended June 30, 2008. Based on its review, the Board was satisfied that the Adviser’s proposed compensation was fair and reasonable. The Board also was satisfied with the Adviser’s performance with respect to similar accounts.

At a subsequent Board meeting in December 2008, the Board approved a proposal by the Manager that is intended to enhance the Portfolio’s overall performance relative to its volatility by more closely tracking the Portfolio’s benchmark. The proposal provided for the creation of an additional allocated portion that will track the performance of a broad-based index and allocating the remaining portion of the Portfolio’s assets to each of the actively managed portions of the Portfolio. In connection with the proposal, the Board considered and approved an amendment to the relevant Management Agreement and a new Advisory Agreement between AXA Equitable and SSgA FM with respect to the index allocated portion of the Portfolio. In approving the amendment to the Management Agreement and the new Advisory Agreement, the Board reviewed and considered the proposed management and subadvisory fees and noted that the amended Management Agreement provided for a reduction in the fees paid with respect to the Portfolio. At the Board’s request, the Manager agreed to provide pro forma profitability data reflecting the lower advisory fees and reduced management fees as relating to the proposed new alignment of assets at the next Board review of Advisory and Management Agreements. The Board also considered whether the proposed fee schedules provide for economies of scale as the assets of the Portfolio increase through breakpoints. In addition, the Board reviewed SSgA FM’s experience and historical performance record in managing similar accounts. Finally, the Board requested from the Manager and received additional information about the proposal, which the Board considered as part of its review. Based on its

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review, the Board was satisfied that the Manager’s and the Adviser’s compensation was fair and reasonable and with the Manager’s efforts to enhance the Portfolio’s performance.

Multimanager Small Cap Growth Portfolio

In connection with its review of the annual renewal of Agreements relating to the Multimanager Small Cap Growth Portfolio at its July 2008 meeting, the Board considered, among other things, that the Portfolio’s contractual management fee was in the fourth quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Portfolio’s management fee includes breakpoints, which reduce the management fee as the assets of the Portfolio increase. The Board also noted that the Manager had contractually agreed to waive all or a portion of its management fee and to reimburse all or a portion of the other expenses of the Portfolio so that the Portfolio’s total expense ratios did not exceed certain levels as set forth in the prospectus. The Board further noted that the Manager had entered into a voluntary expense limitation arrangement with the Portfolio effective August 1, 2007 to reflect a $250 million reduction in the requisite asset levels necessary to reach each breakpoint of the Portfolio’s contractual management fee rate schedule and to reduce the applicable administration fee rate at certain asset levels of the Portfolio. The Board noted that the Portfolio’s net management fee, after taking into account the expense limitation arrangement, was lower than the contractual management fee. The Board also noted that it had approved a proposal by the Manager at its July 2008 meeting to make these voluntary fee reductions permanent by amending the relevant agreements.

The Board also considered that the expense ratio for the Portfolio’s Class A shares was in the second quartile relative to the Portfolio’s peer group and, therefore, was lower than the median expense ratio for the peer group, and that the expense ratio for the Portfolio’s Class B shares was in the fourth quartile relative to the Portfolio’s peer group and, therefore, was higher than the median expense ratio for the peer group. The Board noted that the Manager had entered into expense limitation arrangements with the Portfolio under which it was waiving a portion of its management fee to limit the Portfolio’s total expense ratios and that the Board and the Manager had made the voluntary fee reductions permanent by amending the relevant agreements. The Board also noted that any reduction in the Portfolio’s management fee due to increases in the Portfolio’s assets above the breakpoints in the management fee schedule could result in a corresponding reduction in the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares was in the third quartile relative to its Lipper peer group for the three-year period ended May 31, 2008, and was in the fourth quartile for the one- and five-year periods ended on that date. The Board also considered that the Portfolio had outperformed its benchmark for the since inception period ended May 31, 2008, but had underperformed its benchmark for the one-, three- and five-year periods ended on that date. The Board and the Manager discussed the reasons for the Portfolio’s underperformance for certain periods relative to its peer group and benchmark and efforts to improve the Portfolio’s overall performance. The Board considered that the Manager had taken steps to improve the Portfolio’s performance by hiring a new Adviser for a portion of the Portfolio in October 2007 and that the performance of the Portfolio had shown some improvement since the changes were made.

Based on its review, the Board was satisfied that the Manager’s and each Adviser’s compensation was fair and reasonable. The Board was also satisfied with the Portfolio’s long-term performance relative to the benchmark and with the Manager’s explanations and efforts to improve the overall performance of the Portfolio.

At a subsequent Board meeting in December 2008, the Board approved a proposal by the Manager that is intended to enhance the Portfolio’s overall performance relative to its volatility by more closely tracking the Portfolio’s benchmark. The proposal provided for the creation of an additional allocated

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portion that will track the performance of a broad-based index and allocating the remaining portion of the Portfolio’s assets to each of the actively managed portions of the Portfolio. In connection with the proposal, the Board considered and approved an amendment to the relevant Management Agreement and a new Advisory Agreement between AXA Equitable and SSgA FM with respect to the index allocated portion of the Portfolio. In approving the amendment to the Management Agreement and the new Advisory Agreement, the Board reviewed and considered the proposed management and subadvisory fees and noted that the amended Management Agreement provided for a reduction in the fees paid with respect to the Portfolio. At the Board’s request, the Manager agreed to provide pro forma profitability data reflecting the lower advisory fees and reduced management fees as relating to the proposed new alignment of assets at the next Board review of Advisory and Management Agreements. The Board also considered whether the proposed fee schedules provide for economies of scale as the assets of the Portfolio increase through breakpoints. In addition, the Board reviewed SSgA FM’s experience and historical performance record in managing similar accounts. Finally, the Board requested from the Manager and received additional information about the proposal, which the Board considered as part of its review. Based on its review, the Board was satisfied that the Manager’s and the Adviser’s compensation was fair and reasonable and with the Manager’s efforts to enhance the Portfolio’s performance.

Multimanager Small Cap Value Portfolio

In connection with its review of the annual renewal of Agreements relating to the Multimanager Small Cap Value Portfolio at its July 2008 meeting, the Board considered, among other things, that the Portfolio’s contractual management fee was in the fourth quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Portfolio’s management fee includes breakpoints, which reduce the management fee as the assets of the Portfolio increase. The Board also noted that the Manager had contractually agreed to waive all or a portion of its management fee and to reimburse all or a portion of the other expenses of the Portfolio so that the Portfolio’s total expense ratios did not exceed certain levels as set forth in the prospectus. The Board further noted that the Manager had entered into a voluntary expense limitation arrangement with the Portfolio effective August 1, 2007 to reflect a $250 million reduction in the requisite asset levels necessary to reach each breakpoint of the Portfolio’s contractual management fee rate schedule and to reduce the applicable administration fee rate at certain asset levels of the Portfolio. The Board noted that the Portfolio’s net management fee, after taking into account the expense limitation arrangement, was lower than the contractual management fee. The Board also noted that it had approved a proposal by the Manager at its July 2008 meeting to make these voluntary fee reductions permanent by amending the relevant agreements.

The Board also considered that the expense ratio for the Portfolio’s Class A shares was in the second quartile relative to the Portfolio’s peer group and, therefore, was lower than the median expense ratio for the peer group, and that the expense ratio for the Portfolio’s Class B shares was in the fourth quartile relative to the Portfolio’s peer group and, therefore, was higher than the median expense ratio for the peer group. The Board noted that the Manager had entered into expense limitation arrangements with the Portfolio under which it was waiving a portion of its management fee to limit the Portfolio’s total expense ratios and that the Board and the Manager had made the voluntary fee reductions permanent by amending the relevant agreements. The Board also noted that any reduction in the Portfolio’s management fee due to increases in the Portfolio’s assets above the breakpoints in the management fee schedule could result in a corresponding reduction in the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio was in the fourth quartile relative to its peer group for the one-, three- and five-year periods ended May 31, 2008 and that the Portfolio had underperformed its benchmark for the one-, three-, five- and ten-year periods ended May 31, 2008. The Board and the Manager discussed the reasons for the Portfolio’s underperformance relative to its peer group and benchmark and efforts to improve the Portfolio’s performance. The Board noted that the Manager had recently taken steps to improve the Portfolio’s performance by hiring an additional Adviser for the Portfolio in June 2008, but that the very short period of

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time during which the Adviser had been advising the Portfolio provided a limited basis on which to evaluate the Portfolio’s performance.

Based on its review, the Board was satisfied that the Manager’s and each Adviser’s compensation was fair and reasonable. The Board was also satisfied with the Manager’s explanations and efforts to improve the Portfolio’s performance.

At a subsequent Board meeting in December 2008, the Board approved a proposal by the Manager that is intended to enhance the Portfolio’s overall performance relative to its volatility by more closely tracking the Portfolio’s benchmark. The proposal provided for the creation of an additional allocated portion that will track the performance of a broad-based index and allocating the remaining portion of the Portfolio’s assets to each of the actively managed portions of the Portfolio. In connection with the proposal, the Board considered and approved an amendment to the relevant Management Agreement and a new Advisory Agreement between AXA Equitable and SSgA FM with respect to the index allocated portion of the Portfolio. In approving the amendment to the Management Agreement and the new Advisory Agreement, the Board reviewed and considered the proposed management and subadvisory fees and noted that the amended Management Agreement provided for a reduction in the fees paid with respect to the Portfolio. At the Board’s request, the Manager agreed to provide pro forma profitability data reflecting the lower advisory fees and reduced management fees as relating to the proposed new alignment of assets at the next Board review of Advisory and Management Agreements. The Board also considered whether the proposed fee schedules provide for economies of scale as the assets of the Portfolio increase through breakpoints. In addition, the Board reviewed SSgA FM’s experience and historical performance record in managing similar accounts. Finally, the Board requested from the Manager and received additional information about the proposal, which the Board considered as part of its review. Based on its review, the Board was satisfied that the Manager’s and the Adviser’s compensation was fair and reasonable and with the Manager’s efforts to enhance the Portfolio’s performance.

Multimanager Technology Portfolio

In connection with its review of the annual renewal of Agreements relating to the Multimanager Technology Portfolio at its July 2008 meeting, the Board considered, among other things, that the Portfolio’s contractual management fee was in the fourth quartile relative to the Portfolio’s Lipper peer group and, therefore, was higher than the median contractual management fee for the peer group. The Board noted, however, that the Portfolio’s management fee includes breakpoints, which reduce the management fee as the assets of the Portfolio increase. The Board also noted that the Manager had contractually agreed to waive all or a portion of its management fee and to reimburse all or a portion of the other expenses of the Portfolio so that the Portfolio’s total expense ratios did not exceed certain levels as set forth in the prospectus. The Board further noted that the Manager had entered into a voluntary expense limitation arrangement with the Portfolio effective August 1, 2007 to reflect a $250 million reduction in the requisite asset levels necessary to reach each breakpoint of the Portfolio’s contractual management fee rate schedule and to reduce the applicable administration fee rate at certain asset levels of the Portfolio. The Board considered that it had approved a proposal by the Manager at its July 2008 meeting to make these voluntary fee reductions permanent by amending the relevant agreements.

The Board also considered that the expense ratios for the Portfolio’s Class A and Class B shares were in the fourth quartile relative to the Portfolio’s peer group and, therefore, were higher than the median expense ratio for the peer group. The Board noted, however, that the Manager had entered into expense limitation arrangements with the Portfolio under which it would waive all or a portion of its management fee and reimburse all or a portion of the Portfolio’s other expenses to limit the Portfolio’s total expense ratios and that the Board and the Manager had made the voluntary fee reductions permanent by amending the relevant agreements. The Board considered that any reduction in the Portfolio’s management fee due to increases in the Portfolio’s assets above the breakpoints in the management fee schedule could result in a corresponding reduction in the Portfolio’s total expense ratios. The Board then evaluated the level of the management fee in relation to the nature, quality and extent of the services provided by the Manager and the costs of providing these services and determined that the Manager’s overall level of profitability from the management fee was fair and reasonable.

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In addition, the Board reviewed the Portfolio’s performance and considered that the performance of the Portfolio’s Class B shares was in the second quartile relative to its Lipper peer group for the one-, three- and five-year periods ended May 31, 2008. The Board also considered that the Portfolio outperformed its benchmark for the three-year, five-year and since inception periods ended May 31, 2008, but slightly underperformed its benchmark for the one-year period ended on that date. The Board noted, however, that the Portfolio’s performance for the one-year period ended May 31, 2008 generally was comparable to that of the benchmark. The Board also factored into its evaluation the fact that the Portfolio is a specialty portfolio that offers a unique investment strategy and enhances the range of investment options available to investors.

Based on its review, the Board was satisfied that the Manager’s and each Adviser’s compensation was fair and reasonable. The Board was also satisfied with the Portfolio’s performance relative to its peer group and benchmark.

At a subsequent Board meeting in December 2008, the Board approved a proposal by the Manager that is intended to enhance the Portfolio’s overall performance relative to its volatility by more closely tracking the Portfolio’s benchmark. The proposal provided for the creation of an additional allocated portion that will track the performance of a broad-based index and allocating the remaining portion of the Portfolio’s assets to each of the actively managed portions of the Portfolio. In connection with the proposal, the Board considered and approved an amendment to the relevant Management Agreement and a new Advisory Agreement between AXA Equitable and SSgA FM with respect to the index allocated portion of the Portfolio. In approving the amendment to the Management Agreement and the new Advisory Agreement, the Board reviewed and considered the proposed management and subadvisory fees and noted that the amended Management Agreement provided for a reduction in the fees paid with respect to the Portfolio. At the Board’s request, the Manager agreed to provide pro forma profitability data reflecting the lower advisory fees and reduced management fees as relating to the proposed new alignment of assets at the next Board review of Advisory and Management Agreements. The Board also considered whether the proposed fee schedules provide for economies of scale as the assets of the Portfolio increase through breakpoints. In addition, the Board reviewed SSgA FM’s experience and historical performance record in managing similar accounts. Finally, the Board requested from the Manager and received additional information about the proposal, which the Board considered as part of its review. Based on its review, the Board was satisfied that the Manager’s and the Adviser’s compensation was fair and reasonable and with the Manager’s efforts to enhance the Portfolio’s performance.

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Federal Income Tax Information (Unaudited)

For the year ended December 31, 2008, the percentage of dividends paid that qualify for the 70% dividends received deductions for corporate shareholders, foreign taxes which are expected to be passed through to shareholders for foreign tax credits, gross income derived from sources within foreign countries, long-term capital gain dividends for the purpose of the dividend paid deduction on its Federal income tax return were as follows:

	70% Dividend Received Deduction		Foreign Taxes		Foreign Source Income		Long Term Capital Gain
AXA Conservative Allocation Portfolio	56.69	%	$	—	$	—	$	14,776,714
AXA Conservative-Plus Allocation Portfolio	41.29			—		—		36,745,585
AXA Moderate Allocation Portfolio	12.00			—		—		388,857,007
AXA Moderate-Plus Allocation Portfolio	40.91			—		—		559,424,936
AXA Aggressive Allocation Portfolio	67.01			—		—		206,971,528
Multimanager Aggressive Equity Portfolio	100.00			—		—		—
Multimanager Core Bond Portfolio	0.12			—		—		47,135,586
Multimanager Health Care Portfolio	11.08			—		1,292,146		1,578,860
Multimanager High Yield Portfolio	—			—		—		—
Multimanager International Equity Portfolio	3.31			1,954,948		45,386,493		18,979,649
Multimanager Large Cap Core Equity Portfolio	86.61			—		—		—
Multimanager Large Cap Growth Portfolio	53.40			—		—		—
Multimanager Large Cap Value Portfolio	97.43			—		—		3,521,292
Multimanager Mid Cap Growth Portfolio	—			—		—		4,128,512
Multimanager Mid Cap Value Portfolio	100.00			—		—		11,958,725
Multimanager Small Cap Growth Portfolio	9.46			—		—		102,520
Multimanager Small Cap Value Portfolio	100.00			—		—		4,501,548
Multimanager Technology Portfolio	—			—		—		—
Target 2015 Allocation Portfolio	55.78			—		—		924,929
Target 2025 Allocation Portfolio	60.04			—		—		1,153,544
Target 2035 Allocation Portfolio	76.54			—		—		618,788
Target 2045 Allocation Portfolio	100.00			—		—		386,856

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MANAGEMENT OF THE TRUST (UNAUDITED)

The Trust’s Board has the responsibility for the overall management of the Trust and the Portfolios, including general supervision and review of the Portfolios’ investment activities and their conformity with Delaware law and the stated policies of the Portfolios. The Board elects the officers of the Trust who are responsible for administering the Trust’s day-to-day operations. The Trustees and officers of the Trust, together with information as to their principal business occupation during the last five years, and other information are shown below.

The Trustees and Officers

Name, Address and Age	Position(s) Held With Trust	Term of Office** and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Complex Overseen by Trustee	Other Directorships Held by Trustee
Interested Trustee
Steven M. Joenk* 1290 Avenue of the Americas, New York, New York 10104 (50)	Trustee, Chairman, President and Chief Executive Officer	Trustee and Chairman from September 2004 to present; Chief Executive Officer from December 2002 to present; President from November 2001 to present	From July 1999 to present, Senior Vice President of AXA Financial; from September 2004 to present, President of AXA Financial’s Funds Management Group; since July 2004, Chairman and President of Enterprise Capital Management, Inc., Co-Chairman of Enterprise Funds Distributor, Inc. and a director of 1740 Advisers, Inc., MONY Asset Management Inc., MONY Financial Resources of the Americas Limited (Jamaica), MONY International Life Insurance Co. (Argentina), MONY Bank & Trust Company of the Americas Ltd. (Cayman Islands) and MONY Consultoria de Correlagem de Seguros Ltd. (Brazil).	86	None
Gerald C. Crotty c/o AXA Premier VIP Trust 1290 Avenue of the Americas, New York, New York 10104 (57)	Trustee	From November 2001 to present	President of Weichert Enterprise LLC, a private equity investment firm; Co-founder and CEO of Excelsior Ventures Management, a private equity and venture capital firm; from 1991 to 1998, held various positions with ITT Corporation, including President and COO of ITT Consumer Financial Corp. and Chairman, President and CEO of ITT Information Services.	22	From 2002 to present, Director of Access Integrated Technologies, Inc.; from 2005 to present, director of Jones Apparel Group, Inc.

*   Affiliated with the Manager and Distributors.

** Each Trustee serves until his or her resignation or retirement. Each officer is elected on an annual basis.

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Name, Address and Age	Position(s) Held With Trust	Term of Office** and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Complex Overseen by Trustee	Other Directorships Held by Trustee
Independent Trustees (Continued)
Barry Hamerling c/o AXA Premier VIP Trust 1290 Avenue of the Americas, New York, New York 10104 (62)	Trustee	From November 2001 to present	Since 1998, Managing Partner of Premium Ice Cream of America; Since 2003, Managing Partner of Premium Salads; from 1970 to 1998, President of Ayco Co. L.P., the largest independent financial counseling firm in the United States.	22	From 2007 to present, Trustee of the Merger Fund; from 1998 to present, Director and Chairman of Ayco Charitable Foundation.
Cynthia R. Plouché c/o AXA Premier VIP Trust 1290 Avenue of the Americas, New York, New York 10104 (51)	Trustee	From November 2001 to present	Since June 2006, Portfolio Manager at Williams Capital Management, Inc.; from June 2003 to 2006, Managing Director and Chief Investment Officer of Blaylock-Abacus Asset Management, Inc.; prior thereto, Founder, Chief Investment Officer and Managing Director of Abacus Financial Group from May 1991 to 2003, a manager of fixed income portfolios for institutional clients.	22	None
Rayman Louis Solomon c/o AXA Premier VIP Trust 1290 Avenue of the Americas, New York, New York 10104 (61)	Trustee	From November 2001 to present	Since 1998, Dean and a Professor of Law at Rutgers University School of Law; prior thereto, an Associate Dean for Academic Affairs at Northwestern University School of Law.	22	None

*   Affiliated with the Manager and Distributors.

** Each Trustee serves until his or her resignation or retirement. Each officer is elected on an annual basis.

271

Name, Address and Age	Position(s) Held With Trust	Term of Office** and Length of Time Served	Principal Occupation(s) During Past 5 Years
Officers
Steven M. Joenk* 1290 Avenue of the Americas, New York, New York 10104 (50)	Trustee, Chairman, President and Chief Executive Officer	Trustee and Chairman from September 2004 to present; Chief Executive Officer from December 2002 to present; President from November 2001 to present	From July 1999 to present, Senior Vice President of AXA Financial; from September 2004 to present, President of AXA Financial’s Funds Management Group; since July 2004, Chairman and President of Enterprise Capital Management, Inc., Co-Chairman of Enterprise Funds Distributor, Inc. and a director of 1740 Advisers, Inc., MONY Asset Management Inc., MONY Financial Resources of the Americas Limited (Jamaica), MONY International Life Insurance Co. (Argentina), MONY Bank & Trust Company of the Americas Ltd. (Cayman Islands) and MONY Consultoria de Correlagem de Seguros Ltd. (Brazil).
Patricia Louie, Esq. 1290 Avenue of the Americas, New York, New York 10104 (53)	Vice President and Secretary	From November 2001 to present	From May 2003 to present, Vice President and Associate General Counsel of AXA Financial and AXA Equitable.
Joseph J. Paolo 1290 Avenue of the Americas, New York, New York 10104 (38)	Chief Compliance Officer, Vice President and Anti- Money Laundering (“AML”) Compliance Officer	Chief Compliance Officer from May 2007 to present; Vice President and AML Compliance Officer from December 2005 to present	From June 2007 to present, Vice President of AXA Equitable and Chief Compliance Officer of AXA Equitable’s Funds Management Group; from August 2005 to June 2007, Vice President of AXA Equitable and Deputy Chief Compliance Officer of AXA Equitable’s Fund Management Group; from March 2004 to August 2005, Vice President of AXA Equitable and Compliance Officer of AXA Equitable’s Funds Management Group.
Brian E. Walsh 1290 Avenue of the Americas, New York, New York 10104 (41)	Chief Financial Officer and Treasurer	From June 2007 to present	From December 2002 to May 2007, Vice President and Assistant Treasurer of the Trust; from November 2001 to May 2007, Assistant Treasurer of the Trust; from February 2003 to present, Vice President of AXA Equitable.
Mary E. Cantwell 1290 Avenue of the Americas, New York, New York 10104 (47)	Vice President	From November 2001 to present	From February 2001 to present, Vice President of AXA Equitable; from July 2004 to present, a director of Enterprise Capital Management, Inc.
Armando Capasso, Esq. 1290 Avenue of the Americas, New York, New York 10104 (34)	Vice President and Assistant Secretary	From December 2007 to present	From September 2008 to present, Vice President of AXA Equitable; from September 2007 to August 2008, Counsel of AXA Equitable; from March 2005 September 2007, Investment Management Associate, Drinker Biddle & Reath, LLP; from September 2004 to March 2005, Associate, Ballard Spahr Andrews & Ingersoll, LLP.
William T. MacGregor, Esq. 1290 Avenue of the Americas, New York, New York 10104 (33)	Vice President and Assistant Secretary	From June 2006 to present	From May 2008 to present, Vice President and Counsel of AXA Equitable; from May 2007 to May 2008, Assistant Vice President and Counsel of AXA Equitable; from May 2006 to May 2007, Counsel of AXA Equitable; from March 2005 to April 2006, Associate Attorney, Sidley Austin LLP; from September 2003 to February 2005, Contract Attorney, Prudential Financial, Inc.

*   Affiliated with the Manager and Distributors.

** Each Trustee serves until his or her resignation or retirement. Each officer is elected on an annual basis.

272

Name, Address and Age	Position(s) Held With Trust	Term of Office** and Length of Time Served	Principal Occupation(s) During Past 5 Years
Officers (Continued)
Alwi Chan 1290 Avenue of the Americas, New York, New York 10104 (33)	Vice President	From June 2007 to present	From May 2007 to present, Vice President, AXA Equitable; from November 2005 to May 2007, Assistant Vice President, AXA Equitable; from December 2002 to November 2005, Senior Investment Analyst of AXA Equitable.
James D. Kelly 1290 Avenue of the Americas, New York, New York 10104 (40)	Controller	From June 2007 to present	From September 2008 to present, Vice President of AXA Equitable; from March 2006 to September 2008, Assistant Vice President, AXA Equitable; from July 2005 to February 2006, Assistant Treasurer, Lord Abbett & Co.; from July 2002 to June 2005, Director, Prudential Investments.
Carla Price 1290 Avenue of the Americas, New York, New York 10104 (32)	Assistant Treasurer	From December 2006 to present	From September 2008 to present, Vice President of AXA Equitable; from February 2004 to September 2008, Assistant Vice President of AXA Equitable; from January 2003 to February 2004, Mutual Fund Manager of AXA Equitable.
David Shagawat 1290 Avenue of the Americas, New York, New York 10104 (34)	Assistant AML Compliance Officer	From December 2005 to present	From September 2007 to present, Assistant Vice President and Compliance Risk Manager of AXA Equitable; from August 2005 to present, Associate Compliance Officer of AXA Equitable; from June 2004 to August 2005, Fiduciary Oversight Analyst, Citigroup Asset Management.
Judy Guhring 1290 Avenue of the Americas, New York, New York 10104 (37)	Assistant Secretary	From December 2005 to present	From August 2001 to present, Senior Legal Assistant of AXA Equitable.

*   Affiliated with the Manager and Distributors.

** Each Trustee serves until his or her resignation or retirement. Each officer is elected on an annual basis.

273

PROXY VOTING POLICIES AND PROCEDURES (UNAUDITED)

A description of the policies and procedures that the Portfolios use to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling a toll-free number at 1-888-292-4492 and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.

Information regarding how the Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, 2008 is available (i) on the Trust’s proxy voting information website at http://www.axaonline.com (go to “Tools & Calculators” and click on “Proxy Voting” box under the “Investing Tools” column) and (ii) on the Securities and Exchange Commission’s website at http:// www.sec.gov.

QUARTERLY PORTFOLIO HOLDINGS INFORMATION (UNAUDITED)

The Portfolios file their complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Portfolios’ Forms N-Q are available on the Securities and Exchange Commission’s website at http://www.sec.gov and may also be reviewed and copied at the Securities and Exchange Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

274

Item 2. Code of Ethics.

As of the end of the period covered by this report, the registrant has adopted a “code of ethics,” as defined in Item 2, that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the registrant’s code of ethics is filed as an exhibit pursuant to Item 12(a)(1).

Item 3. Audit Committee Financial Expert.

The registrant’s board of trustees has determined that Gerald C. Crotty and Barry Hamerling each serve on its audit committee as an “audit committee financial expert” as defined in Item 3. Messrs. Crotty and Hamerling are each considered to be “independent” for purposes of Item 3(a)(2).

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees for fiscal year 2008: $1,116,429 and fiscal year 2007: $706,545

(b) Audit-Related Fees for fiscal year 2008: $55,374 and fiscal year 2007: $31,763

(c) Tax Fees for fiscal year 2008: $293,563 and fiscal year 2007: $334,027

Tax fees include amounts related to tax compliance, tax advice and tax planning.

(d) All Other Fees for fiscal year 2008: $0 and fiscal year 2007 $0

All other fees include amounts related to review of the registrant’s various regulatory filings.

(e)(1)

The registrant’s audit committee has adopted policies and procedures relating to pre-approval of services performed by the registrant’s principal accountant for the registrant. Audit, audit-related and tax services provided to the registrant on an annual basis require pre-approval by the entire audit committee. With respect to audit fees, the audit committee also pre-approves an additional amount above the pre-approved amount to allow for unanticipated scope extensions and overruns. Any audit amounts in excess of the pre-approved amounts must be approved by the audit committee or its delegate prior to payment. The audit committee chair also has the authority to approve de minimis non-audit services (i.e., services in which the fee does not exceed $10,000 per engagement) to be provided by the registrant’s principal accountant for the registrant, provided

that each such service is brought to the attention of the audit committee prior to the completion of the audit of the registrant’s financial statements.

(e)(2) None of the services included in (b) – (d) above was approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not applicable.

(g) For fiscal year 2008: $6,324,127

(h) For fiscal year 2007: $6,224,020

(i) The registrant’s audit committee has considered that the provision of non-audit services that were rendered to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Schedule of Investments.

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed- End Management Investment Companies

Not applicable.

Item 9 Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11. Controls and Disclosures.

(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940” Act)) are effective as of a date within 90 days of the filing of this report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.

(b) The registrant’s certifying officers are not aware of any changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) The Amended and Restated Code of Ethics for Senior Officers of the Registrant is filed herewith.

(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed herewith.

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AXA Premier VIP Trust

/s/ Steven M. Joenk

Steven M. Joenk

President and Chief Executive Officer

March 5, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Steven M. Joenk

Steven M. Joenk

Chief Executive Officer

March 5, 2009

/s/ Brian E. Walsh

Brian E. Walsh

Chief Financial Officer

March 5, 2009