0001193125-14-045563 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 11th, 2014 • Axa Premier Vip Trust • New York

AGREEMENT, effective as of November 1, 2013, by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”), and Scotia Institutional Asset Management US, Ltd (formerly, GCIC US Ltd.), a corporation organized under the laws of the Province of Ontario (“Adviser”).

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PARTICIPATION AGREEMENT Among MONY LIFE INSURANCE COMPANY AXA PREMIER VIP TRUST and AXA DISTRIBUTORS, LLC
Participation Agreement • February 11th, 2014 • Axa Premier Vip 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”); AXA Premier VIP 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”).

AXA PREMIER VIP TRUST AMENDMENT NO. 2 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 11th, 2014 • Axa Premier Vip Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement dated as of September 1, 2013 (“Amendment No. 2”), 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.

FORM] OF AMENDMENT NO. 3 TO THE AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 11th, 2014 • Axa Premier Vip Trust

AMENDMENT NO. 3 effective as of [March , 2014] (“Amendment No. 3”) to the Amended and Restated Expense Limitation Agreement dated as of March 15, 2012, as amended (the “Agreement”), between AXA Premier VIP Trust, a Delaware statutory trust (the “Trust”) and AXA Equitable Funds Management Group, LLC (“FMG LLC”), a Delaware limited liability company.

FORM] OF AMENDMENT NO. 1 PARTICIPATION AGREEMENT
Participation Agreement • February 11th, 2014 • Axa Premier Vip 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 AXA Premier VIP Trust (“Trust”), MONY Life Insurance Company and AXA Distributors, LLC (collectively, the “Parties”).

FORM] OF AMENDMENT NO. 11 GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • February 11th, 2014 • Axa Premier Vip Trust

Amendment No. 11, dated as of [ , 2014] (“Amendment No. 11”), to the Global Custody Agreement dated as of December 31, 2001, as amended (“Agreement”), by and between AXA Premier VIP Trust (“Trust”) and JPMorgan Chase Bank (“Bank”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.

AMENDMENT NO. 2 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • February 11th, 2014 • Axa Premier Vip Trust

Amendment No. 2, dated as of November 1, 2013 (“Amendment No.2”), to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among AXA Premier VIP Trust (“Trust”), MONY Life Insurance Company of America and AXA Distributors, LLC (collectively, the “Parties”).

FORM] OF AMENDMENT NO. 2 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • February 11th, 2014 • Axa Premier Vip Trust

Amendment No. 2, dated as of [ , 2014] (“Amendment No. 2”), to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among AXA Premier VIP Trust (“Trust”), AXA Equitable Life Insurance Company, AXA Equitable Funds Management Group, LLC and AXA Distributors, LLC (collectively, the “Parties”).

FORM OF] AMENDMENT NO. 1 DISTRIBUTION AGREEMENT AXA PREMIER VIP TRUST
Distribution Agreement • February 11th, 2014 • Axa Premier Vip Trust

AMENDMENT NO. 1, dated as of [ , 2014] (“Amendment No. 1”) to the Distribution Agreement, dated as of August 1, 2011 (the “Agreement”), between AXA Premier VIP Trust, a Delaware business trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

AXA PREMIER VIP TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 11th, 2014 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of July 12, 2013 (“Amendment No. 1”), between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”) and Diamond Hill Capital Management, Inc., an Ohio corporation (“Adviser”).

AXA PREMIER VIP TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 11th, 2014 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of July 12, 2013 (“Amendment No. 1”), between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”) and T. Rowe Price Associates, Inc., a Maryland corporation (“Adviser”).

FORM] OF AMENDMENT NO. 3 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • February 11th, 2014 • Axa Premier Vip 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 AXA Premier VIP Trust (“Trust”), MONY Life Insurance Company of America and AXA Distributors, LLC (collectively, the “Parties”).

FORM] OF AMENDMENT NO. 3 TO THE MUTUAL FUNDS SERVICE AGREEMENT
Mutual Funds Service Agreement • February 11th, 2014 • Axa Premier Vip Trust

AMENDMENT NO. 3 effective as of [ , 2014] (“Amendment No. 3”) to the Mutual Funds Service Agreement, dated as of May 1, 2011, as amended (the “Agreement”) between AXA Premier VIP Trust, a Delaware statutory trust (“Trust”) and AXA Equitable Funds Management Group, LLC (“FMG LLC”), a Delaware limited liability company.

FORM OF] AMENDMENT NO. 5 AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA PREMIER VIP TRUST
Distribution Agreement • February 11th, 2014 • Axa Premier Vip Trust

AMENDMENT NO. 5, dated as of [ , 2014] (“Amendment No. 5”) to the Amended and Restated Distribution Agreement dated as of July 31, 2003, as amended May 1, 2006 by Amendment No. 1, as amended May 25, 2007 by Amendment No. 2, as amended October 26, 2012 by Amendment No. 3, and as amended October 21, 2013 by Amendment No. 4 (the “Agreement”), between AXA Premier VIP Trust, a Delaware business trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

FORM OF] AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 11th, 2014 • Axa Premier Vip Trust

AMENDMENT NO. 1, effective as of [ , 2014] (“Amendment No. 1”) to the Investment Management Agreement, dated as of May 1, 2011 (the “Agreement”), between AXA Premier VIP 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”).

FORM] OF AMENDMENT NO. 1 DISTRIBUTION AGREEMENT AXA PREMIER VIP TRUST
Distribution Agreement • February 11th, 2014 • Axa Premier Vip Trust

AMENDMENT NO. 1, dated as of [ , 2014] (“Amendment No. 1”) to the Distribution Agreement, dated as of January 1, 2012 (“Agreement”), between AXA Premier VIP Trust, a Delaware statutory trust (“Trust”) and AXA Distributors, LLC (“Distributor”).

FORM OF] AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 11th, 2014 • Axa Premier Vip Trust

AMENDMENT NO. 3 effective as of [ , 2014] (“Amendment No. 3”) to the Investment Management Agreement, dated as of May 1, 2011, as amended (the “Agreement”) between AXA Premier VIP 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”).

FORM] OF AMENDMENT NO. 4 TO THE AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 11th, 2014 • Axa Premier Vip Trust

AMENDMENT NO. 4 effective as of [ , 2014] (“Amendment No. 4”) to the Amended and Restated Expense Limitation Agreement dated as of March 15, 2012, as amended (the “Agreement”), between AXA Premier VIP Trust, a Delaware statutory trust (the “Trust”) and AXA Equitable Funds Management Group, LLC (“FMG LLC”), a Delaware limited liability company.

AXA PREMIER VIP TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 11th, 2014 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of July 12, 2013 (“Amendment No. 1”), between AXA Equitable Funds Management Group, LLC, a limited liability company organized in the State of Delaware (the “Manager”) and Pacific Investment Management Company LLC, a limited liability company organized under the laws of the State of Delaware (“Adviser”).

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