0001193125-14-008136 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2014 • Eq Advisors Trust • New York

THIS AGREEMENT, dated as of [ , 2014], by and between AXA Equitable Funds Management Group, LLC, a Delaware limited liability company (the “Manager”), and Thornburg Investment Management, Inc. (“Adviser”), a Delaware corporation.

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FORM OF] AMENDMENT NO. 8 EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 10th, 2014 • Eq Advisors Trust

Amendment No. 8, effective as of [ , 2014] to the Expense Limitation Agreement between AXA Equitable Funds Management Group, LLC (“FMG LLC” or the “Manager”) and EQ Advisors Trust (the “Trust”) (“Amendment No. 8”).

PARTICIPATION AGREEMENT Among MONY LIFE INSURANCE COMPANY EQ ADVISORS TRUST and AXA DISTRIBUTORS, LLC
Participation Agreement • January 10th, 2014 • Eq Advisors Trust • New York

THIS AGREEMENT, made and entered into to be effective as of the 1st day of October, 2013, by and among MONY LIFE INSURANCE COMPANY (the “Company”), a New York life insurance company, on its own behalf and on behalf of its separate accounts (the “Accounts”); EQ Advisors Trust, a business trust organized under the laws of Delaware (the “Trust”); and AXA DISTRIBUTORS, LLC (the “Distributor”), a Delaware limited liability company (the “Distributor”).

AMENDED AND RESTATED PARTICIPATION AGREEMENT AMONG EQ ADVISORS TRUST MONY LIFE INSURANCE COMPANY AND AXA DISTRIBUTORS, LLC
Participation Agreement • January 10th, 2014 • Eq Advisors Trust • New York

THIS AGREEMENT, made and entered into as of the May 23, 2012 by and among MONY LIFE INSURANCE COMPANY, a New York insurance company (“MONY”), on its own behalf and on behalf of the separate accounts set forth on Schedule B hereto as may be amended from time to time (each an “Account”), EQ ADVISORS TRUST, a business trust organized under the laws of the State of Delaware (“Trust”) and AXA DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

EQ ADVISORS TRUST [FORM OF] AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of [ , 2014] (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“FMG LLC” or “Manager”) and Wellington Management Company, LLP, a limited liability partnership organized under the laws of the Commonwealth of Massachusetts (“Wellington” or “Adviser”).

EQ ADVISORS TRUST [FORM OF] AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of [ , 2014] (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“FMG LLC” or “Manager”) and Marsico Capital Management, LLC, a Delaware limited liability company (“Marsico” or “Adviser”).

FORM OF] AMENDMENT NO. 10 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 10 to the Investment Management Agreement (“Amendment No. 10”), effective as of [ , 2014] between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Equitable Funds Management Group, LLC, a limited liability company organized in the State of Delaware (“FMG LLC” or “Manager”).

EQ ADVISORS TRUST [FORM OF] AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of [ , 2014] (“Amendment No. 2”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized in the State of Delaware (“FMG LLC” or “Manager”) and SSgA Funds Management, Inc., a Massachusetts corporation (“SSgA” or “Adviser”).

EQ ADVISORS TRUST FORM OF AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated effective [ , 2014] between AXA Equitable Funds Management Group, LLC, a limited liability company organized in the State of Delaware (“FMG LLC” or “Manager”) and EARNEST Partners, LLC , a Delaware limited liability company (“EARNEST” or “Adviser”).

EQ ADVISORS TRUST [FORM OF] AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of [ , 2014] (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“FMG LLC” or “Manager”) and Lord, Abbett & Co. LLC, a Delaware limited liability company (“Lord Abbett” or “Adviser”).

FORM OF] AMENDMENT NO. 3 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • January 10th, 2014 • Eq Advisors Trust

Amendment No. 3, dated as of [ , 2014] (“Amendment No. 3”), to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), MONY Life Insurance Company of America and AXA Distributors, LLC (collectively, the “Parties”).

EQ ADVISORS TRUST FORM OF AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of [ , 2014] (“Amendment No. 2”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“FMG LLC” or “Manager”) and T. Rowe Price Associates, Inc., a Maryland corporation (“T. Rowe” or “Adviser”).

FORM OF] AMENDMENT NO. 9 TO THE MUTUAL FUNDS SERVICE AGREEMENT
Mutual Funds Service Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 9 to the Mutual Funds Service Agreement dated as of [ , 2014] between EQ Advisors Trust, a Delaware statutory trust (“Trust”) and AXA Equitable Funds Management Group, LLC a Delaware limited liability company (“FMG LLC” or “Administrator”) (“Amendment No. 9”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of June 24, 2013 (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“FMG LLC” or “Manager”) and Capital Guardian Trust Company, a California corporation (“Cap Guardian” or “Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 3 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 3 to the Investment Advisory Agreement effective as of July 19, 2013 (“Amendment No. 3”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“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 [FORM OF] AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of [ , 2014] (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“FMG LLC” or “Manager”) and Morgan Stanley Investment Management Inc., a Delaware corporation (“Morgan Stanley” or “Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated effective July 26, 2013 between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (“FMG LLC” or “Manager”) and BlackRock Capital Management, Inc., a corporation organized under the laws of the State of Delaware (“BlackRock Capital” or “Adviser”).

EQ ADVISORS TRUST [FORM OF] AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of [ , 2014] (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“FMG LLC” or “Manager”) and Franklin Advisers Inc., a corporation organized under the laws of the State of California (“Franklin Advisers” or “Adviser”).

FORM OF AMENDMENT NO. 9 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 9 to the Investment Management Agreement (“Amendment No. 9”), effective as of [ , 2014] between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Equitable Funds Management Group, LLC, a limited liability company organized in the State of Delaware (“FMG LLC” or “Manager”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of June 6, 2013 (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“FMG LLC” or “Manager”) and T. Rowe Price Associates, Inc., a Maryland corporation (“T. Rowe” or “Adviser”).

FORM OF] AMENDMENT NO. 3 SECOND AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • January 10th, 2014 • Eq Advisors Trust

Amendment No. 3, dated as of [ , 2014] (“Amendment No. 3”), to the Second Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), AXA Equitable Life Insurance Company, AXA Equitable Funds Management Group, LLC and AXA Distributors, LLC (collectively, the “Parties”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of June 6, 2013 (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“FMG LLC” or “Manager”) and Wells Capital Management Inc., a corporation organized under the laws of the State of California (“Wells” or “Adviser”).

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EQ ADVISORS TRUST [FORM OF] AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of [ , 2014], as amended, (“Amendment No. 2”) between AXA Equitable Funds Management Group, LLC, a Delaware limited liability company (“FMG LLC” or “Manager”) and BlackRock Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (“BlackRock” or “Adviser”).

FORM OF] AMENDMENT NO. 5 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS K SHARES
Distribution Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 5 to the Distribution Agreement (“Amendment No. 5”), dated as of [ , 2014], between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

EQ ADVISORS TRUST [FORM OF] AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of [ , 2014] (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“FMG LLC” or “Manager”) and Diamond Hill Capital Management, an Ohio corporation (“Diamond Hill” or “Adviser”).

EQ ADVISORS TRUST [FORM OF] AMENDMENT NO. 2 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement dated effective [ , 2014] between AXA Equitable Funds Management Group, LLC, a limited liability company organized in the State of Delaware (“FMG LLC” or “Manager”) and Massachusetts Financial Services Company (dba MFS Investment Management), a Delaware corporation (“MFS” or “Adviser”).

FORM OF] AMENDMENT NO. 22 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IB SHARES
Distribution Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 22 to the Amended and Restated Distribution Agreement (“Amendment No. 22”), dated as of [ ,] 2014, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

FORM OF] AMENDMENT NO. 6 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS K SHARES
Distribution Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 6 to the Distribution Agreement (“Amendment No. 6”), dated as of [ , 2014], between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

AMENDMENT NO. 1 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • January 10th, 2014 • Eq Advisors Trust

Amendment No. 1, dated as of June 4, 2013 (“Amendment No. 1”), to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), MONY Life Insurance Company and AXA Distributors, LLC (collectively, the “Parties”).

FORM OF] AMENDMENT NO. 7 EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 10th, 2014 • Eq Advisors Trust

Amendment No. 7, effective as of [ , 2014] to the Expense Limitation Agreement between AXA Equitable Funds Management Group, LLC (“FMG LLC” or the “Manager”) and EQ Advisors Trust (the “Trust”) (“Amendment No. 7”).

FORM OF ] AMENDMENT NO. 24 FORM OF AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • January 10th, 2014 • Eq Advisors Trust

Amendment No. 24, dated as of [ , 2014] (“Amendment No. 24”), 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.

EQ ADVISORS TRUST [FORM OF] AMENDMENT NO. 4 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 4 to the Investment Advisory Agreement effective as of [ , 2014], as amended, (“Amendment No. 4”) between AXA Equitable Funds Management Group, LLC, a Delaware limited liability company (“FMG LLC” or “Manager”) and AllianceBernstein L.P., a Delaware limited partnership (“Alliance” or “Adviser”).

FORM OF]AMENDMENT NO. 21 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IB SHARES
Distribution Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 21 to the Amended and Restated Distribution Agreement (“Amendment No. 21”), dated as of [ ,] 2014, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

FORM OF ]AMENDMENT NO. 1 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • January 10th, 2014 • Eq Advisors Trust

Amendment No. 1, dated as of [ , 2014] (“Amendment No. 1”), to the Participation Agreement, dated as of October 1, 2013 (“Agreement”), by and among EQ Advisors Trust (“Trust”), MONY Life Insurance Company and AXA Distributors, LLC (collectively, the “Parties”).

EQ ADVISORS TRUST [FORM OF] AMENDMENT NO. 3 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2014 • Eq Advisors Trust

AMENDMENT NO. 3 to the Investment Advisory Agreement effective as of [ , 2014], as amended, (“Amendment No. 3”) between AXA Equitable Funds Management Group, LLC, a Delaware limited liability company (“FMG LLC” or “Manager”) and BlackRock Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (“BlackRock” or “Adviser”).

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