0001193125-12-046354 Sample Contracts

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 8th, 2012 • Axa Premier Vip Trust • New York

AGREEMENT, effective as of [March 15, 2012], by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”), and GCIC US Ltd., a corporation organized under the laws of the Province of Ontario (“Adviser”).

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AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 8th, 2012 • Axa Premier Vip Trust

EXPENSE LIMITATION AGREEMENT, effective as of [March 15, 2012] by and between AXA Equitable Funds Management Group, LLC (the “Manager”) and AXA Premier VIP Trust (the “Trust”), on behalf of each series of the Trust set forth in Schedule A attached hereto (each, a “Portfolio,” and collectively, the “Portfolios”).

DISTRIBUTION AGREEMENT between AXA PREMIER VIP TRUST and AXA DISTRIBUTORS, LLC CLASS A SHARES
Distribution Agreement • February 8th, 2012 • Axa Premier Vip Trust

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

AXA PREMIER VIP TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 8th, 2012 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of September 1, 2011 (“Amendment No. 1”), between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”) and AllianceBernstein L.P. (“Adviser”), a limited partnership organized under the laws of the State of Delaware.

AXA PREMIER VIP TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 8th, 2012 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of August 1, 2011 (“Amendment No. 1”), between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”) and Tradewinds Global Investors, LLC (“Adviser”), a Delaware limited liability company.

AMENDMENT NO. 1 EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 8th, 2012 • Axa Premier Vip Trust

Effective as of January 1, 2012, the Trust and AXA Equitable agree to modify and amend the Expense Limitation Agreement (the “ Agreement”), dated as of May 1, 2011, between them as follows:

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