0001193125-11-224311 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 16th, 2011 • Eq Advisors Trust • New York

AGREEMENT, dated as of May 1, 2011, by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”), and Lord, Abbett & Co. LLC, a Delaware limited liability company (“Adviser”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 16th, 2011 • Eq Advisors Trust • New York

AGREEMENT, dated as of May 1, 2011, by and among AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”), Wells Capital Management, Inc., (“Wells”), a corporation organized under the laws of the State of California, and First International Advisors, LLC a Delaware limited liability company (“First International” and together with Wells, the “Advisers”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 16th, 2011 • Eq Advisors Trust • New York

AGREEMENT, dated as of May 1, 2011, by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”), and Franklin Advisers Inc., a corporation organized under the laws of the State of California (“Adviser”).

AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 16th, 2011 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Management Agreement (“Amendment No. 1”), effective as of August 1, 2011 between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (“FMG LLC” or “Manager”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 16th, 2011 • Eq Advisors Trust • Delaware

INVESTMENT ADVISORY AGREEMENT, dated as of May 1, 2011, by and between AXA Equitable Funds Management Group, LLC (the “Manager”), and Invesco Advisers, Inc., a Delaware corporation (the “Adviser”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 16th, 2011 • Eq Advisors Trust • Delaware

AGREEMENT, dated as of May 1, 2011 by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”), and Capital Guardian Trust Company, a California corporation (the “Adviser”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 16th, 2011 • Eq Advisors Trust • Delaware

AGREEMENT, dated as of May 1, 2011, by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”), and Calvert Investment Management, Inc., a Delaware corporation (“Adviser”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 16th, 2011 • Eq Advisors Trust • Delaware

INVESTMENT MANAGEMENT AGREEMENT (“AGREEMENT”), dated as of May 1, 2011, between the EQ Advisors Trust, a Delaware statutory trust (“Trust”), and AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (“FMG LLC or Manager”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 16th, 2011 • Eq Advisors Trust • Delaware

AGREEMENT, dated as of May 1, 2011 by and between AXA Equitable Funds Management Group, LLC a limited liability corporation organized in the State of Delaware (“the “Manager”), and Massachusetts Financial Services Company (dba MFS Investment Management), a Delaware corporation (the “Adviser”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 16th, 2011 • Eq Advisors Trust • New York

AGREEMENT, dated as of May 1, 2011, by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”), and OppenheimerFunds, Inc., a corporation organized under the laws of the State of Colorado (“Adviser”).

DISTRIBUTION AGREEMENT CLASS K SHARES AXA DISTRIBUTORS, LLC
Distribution Agreement • August 16th, 2011 • Eq Advisors Trust

WHEREAS, the Trust is a Delaware business trust whose shareholders are and will be separate accounts in unit investment trust form (“Eligible Separate Accounts”) of insurance companies (“Participating Insurance Companies”); and

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 16th, 2011 • Eq Advisors Trust • Delaware

AGREEMENT, dated as of May 1, 2011, by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (“AXA FMG” or the “Manager”), and J.P. Morgan Investment Management Inc., a Delaware corporation (the “Adviser”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 16th, 2011 • Eq Advisors Trust • Delaware

INVESTMENT MANAGEMENT AGREEMENT (“AGREEMENT”), dated as of May 1, 2011, between EQ Advisors Trust, a Delaware statutory trust (“Trust”), and AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (“FMG LLC” or “Manager”).

AMENDMENT NO. 4 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC - CLASS IA SHARES
Distribution Agreement • August 16th, 2011 • Eq Advisors Trust

AMENDMENT NO. 4 to the Distribution Agreement (“Amendment No. 4”), dated as of May 1, 2011 between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

AMENDMENT NO. 19 AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • August 16th, 2011 • Eq Advisors Trust

Amendment No. 19 dated as of May 1, 2011 (“Amendment No. 19”), to the Amended and Restated Global Custody Agreement, dated as of February 1, 2002, as amended (“Agreement”), by and between EQ Advisors Trust (“Trust”) and JPMorgan Chase Bank (“JPMorgan”).

AMENDMENT NO. 2 EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • August 16th, 2011 • Eq Advisors Trust

The Manager and Trust hereby agree to modify and amend the Expense Limitation Agreement dated as of May 1, 2011, as amended, (“Agreement”), between them as follows:

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 16th, 2011 • Eq Advisors Trust • Delaware

INVESTMENT MANAGEMENT AGREEMENT (“AGREEMENT”), dated as of May 1, 2011, between EQ Advisors Trust, a Delaware statutory trust (“Trust”), and AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (“FMG LLC” or “Manager”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • August 16th, 2011 • Eq Advisors Trust

EXPENSE LIMITATION AGREEMENT, effective as of May 1, 2011 by and between AXA Equitable Funds Management Group, LLC (the “Manager”) and EQ Advisors Trust (the “Trust, on behalf of each portfolio of the Trust set forth in Schedule A attached hereto (each, a “Portfolio”, and collectively, the “Portfolios”).

AMENDMENT NO. 4 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC - CLASS IB SHARES
Distribution Agreement • August 16th, 2011 • Eq Advisors Trust

AMENDMENT NO. 4 to the Distribution Agreement (“Amendment No. 4”), dated as of May 1, 2011 between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 16th, 2011 • Eq Advisors Trust • Delaware

AGREEMENT, effective May 1, 2011, by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”), and AllianceBernstein, L.P., a Delaware limited partnership (the “Adviser”).

AMENDMENT NO. 2 TO THE MUTUAL FUNDS SERVICE AGREEMENT
Mutual Funds Service Agreement • August 16th, 2011 • Eq Advisors Trust

AMENDMENT NO. 2 to the Mutual Funds Service Agreement dated as of September 1, 2011 between EQ Advisors Trust, a Delaware statutory trust (“Trust”) and AXA Equitable Funds Management Group, LLC (“FMG LLC”), a Delaware limited liability company (“FMG LLC” or “Administrator”) (“Amendment No. 2”).

AMENDMENT NO. 20 AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • August 16th, 2011 • Eq Advisors Trust

Amendment No. 20, dated as of July 12, 2011 (“Amendment No. 20”), to the Amended and Restated Global Custody Agreement, dated as of February 1, 2002, as amended (“Agreement”), by and between EQ Advisors Trust (“Trust”) and JPMorgan Chase Bank, N.A. (“Bank”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.

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MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT
Administration Agreement • August 16th, 2011 • Eq Advisors Trust

AGREEMENT made as of May 1, 2011 by and among AXA Equitable Funds Management Group, LLC (“FMG LLC”), a Delaware limited liability company, and JPMorgan Chase Bank, N.A. (“J.P. Morgan”), a national association, for services to be provided to EQ Advisors Trust (“Trust”), a Delaware statutory trust.

DISTRIBUTION AGREEMENT CLASS K SHARES AXA DISTRIBUTORS, LLC
Distribution Agreement • August 16th, 2011 • Eq Advisors Trust

WHEREAS, the Trust is a Delaware business trust whose shareholders are and will be separate accounts in unit investment trust form (“Eligible Separate Accounts”) of insurance companies (“Participating Insurance Companies”); and

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 16th, 2011 • Eq Advisors Trust • New York

AGREEMENT, dated as of May 1, 2011, by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”), and Franklin Advisory Services, LLC, a Delaware limited liability company (“Adviser”).

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