0001193125-13-043195 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 7th, 2013 • Eq Advisors Trust • New York

AGREEMENT, effective as of December 12, 2012 by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”), and RBC Global Asset Management (U.S.) Inc. (“Adviser”), a corporation organized under the laws of the State of Minnesota.

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 7th, 2013 • Eq Advisors Trust • New York

AGREEMENT, dated effective as of July 10, 2012, by and among AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”), WHV Investment Management, a Washington corporation (“WHV”) and Hirayama Investments, LLC, a limited liability company organized in Delaware (“Hirayama Investments”, together with WHV, the “Advisers”).

AMENDMENT NO. 4 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 7th, 2013 • Eq Advisors Trust

AMENDMENT NO. 4 to the Investment Management Agreement (“Amendment No. 4”), effective as of February 8, 2013 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 (“AXA FMG” or “Manager”).

AMENDMENT NO. 16 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • February 7th, 2013 • Eq Advisors Trust

Amendment No. 16, dated as of April 30, 2012 (“Amendment No. 16”), to the Amended and Restated Participation Agreement, dated as of July 15, 2002, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), AXA Equitable Life Insurance Company and AXA Distributors, LLC (collectively, the “Parties”).

AMENDMENT NO. 18 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IB SHARES
Distribution Agreement • February 7th, 2013 • Eq Advisors Trust

AMENDMENT NO. 18 to the Amended and Restated Distribution Agreement (“Amendment No. 18”), dated as of August 29, 2012, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

AMENDMENT NO. 5 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 7th, 2013 • Eq Advisors Trust

AMENDMENT NO. 5 to the Investment Management Agreement (“Amendment No. 5”), effective as of September 1, 2012 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 (“AXA FMG” or “Manager”).

AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 7th, 2013 • Eq Advisors Trust

AMENDMENT NO. 3 to the Investment Management Agreement (“Amendment No. 3”), effective as of August 29, 2012 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”).

AMENDMENT NO. 3 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC —CLASS IA SHARES
Distribution Agreement • February 7th, 2013 • Eq Advisors Trust

AMENDMENT NO. 3 to the Amended and Restated Distribution Agreement (“Amendment No. 3”), dated as of July 10, 2012 between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

SECOND AMENDED AND RESTATED RETIREMENT PLAN PARTICIPATION AGREEMENT Among EQ ADVISORS TRUST, AXA DISTRIBUTORS, LLC, AXA EQUITABLE 401(K) PLAN and AXA EQUITABLE LIFE INSURANCE COMPANY
Participation Agreement • February 7th, 2013 • Eq Advisors Trust • New York

THIS AGREEMENT, made and entered into as of the 26th day of April, 2012 by and among EQ ADVISORS TRUST, a business trust organized under the laws of the State of Delaware (the “Trust”), AXA DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”), Investment Committee Established by the Benefit Plans Sponsored by AXA Equitable Life Insurance Company, as Plan Fiduciary of the AXA EQUITABLE 401(K) PLAN, a New York trust (the “Plan”) and AXA EQUITABLE LIFE INSURANCE COMPANY, a New York stock life insurance company (“AXA Equitable”).

AMENDMENT NO. 2 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS K SHARES
Distribution Agreement • February 7th, 2013 • Eq Advisors Trust

AMENDMENT NO. 2 to the Amended and Restated Distribution Agreement (“Amendment No. 2”), dated as of August 29, 2012, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 7th, 2013 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of December 4, 2012 (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a New York corporation (“AXA FMG” or “Manager”) and AllianceBernstein L.P., a Delaware limited partnership (“Alliance” or “Adviser”).

AMENDMENT NO. 5 TO THE MUTUAL FUNDS SERVICE AGREEMENT
Funds Service Agreement • February 7th, 2013 • Eq Advisors Trust

AMENDMENT NO. 5 to the Mutual Funds Service Agreement dated as of September 1, 2012 between EQ Advisors Trust, a Delaware statutory trust (“Trust”) and AXA Equitable Funds Management Group, LLC (“AXA FMG”), a Delaware limited liability company (“AXA FMG” or “Administrator”) (“Amendment No. 5”).

AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 7th, 2013 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Management Agreement (“Amendment No. 2”), effective as of September 1, 2012 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 (“AXA FMG” or “Manager”).

EQ ADVISORS TRUST AMENDMENT NO. 3 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 7th, 2013 • Eq Advisors Trust

AMENDMENT NO. 3 to the Investment Advisory Agreement effective as of September 1, 2012, as amended, (“Amendment No. 3”) between AXA Equitable Funds Management Group, LLC, a New York corporation (“AXA FMG” or “Manager”) and AllianceBernstein L.P., a Delaware limited partnership (“Alliance” or “Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 7th, 2013 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of February 8, 2013 (“Amendment No. 2”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“AXA FMG” or “Manager”) and Pacific Investment Management Company LLC, a limited liability company organized under the laws of the State of Delaware (“PIMCO” or “Adviser”) (collectively, the “Parties”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 7th, 2013 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of July 10, 2012 (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (“AXA FMG” or “Manager”) and SSgA Funds Management, Inc. (“SSgA” or “Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 7th, 2013 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of May 1, 2012 (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a New York corporation (“FMG LLC” or “Manager”) and Pacific Investment Management Company LLC, a limited liability company organized under the laws of the State of Delaware (“PIMCO” or “Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 7th, 2013 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of August 1, 2012 (“Amendment No. 2”) between AXA Equitable Funds Management Group, LLC, a New York corporation (“FMG LLC” or “Manager”) and AllianceBernstein L.P., a Delaware limited partnership (“Alliance” or “Adviser”).

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