0001193125-15-035385 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 5th, 2015 • Eq Advisors Trust • New York

AGREEMENT, dated as of June 1, 2014, by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”), and Allianz Global Investors U.S. LLC, a limited liability company organized under the laws of the State of Delaware (“Sub-Adviser”).

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AMENDMENT NO. 10 EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 5th, 2015 • Eq Advisors Trust

Amendment No. 10, effective as of July 16, 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. 10”).

AMENDMENT NO. 3 PARTICIPATION AGREEMENT
Participation Agreement • February 5th, 2015 • Eq Advisors Trust

Amendment No. 3, dated as of July 16, 2014 (“Amendment No. 3”), 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”).

AMENDMENT NO. 12 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 12 to the Investment Management Agreement (“Amendment No. 12”), effective as of January 20, 2015 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. 3 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2015 • Eq Advisors Trust

WHEREAS, FMG LLC and MFS agree to modify the Investment Advisory Agreement, dated as of May 1, 2011, as amended, (“Agreement”) as follows:

AMENDMENT NO. 13 TO THE MUTUAL FUNDS SERVICE AGREEMENT
Mutual Funds Service Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 13 to the Mutual Funds Service Agreement dated as of January 20, 2015 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. 13”).

AMENDMENT NO. 5 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC - CLASS IA SHARES
Distribution Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 5 to the Amended and Restated Distribution Agreement (“Amendment No. 5”), dated as of July 16, 2014, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

EQ ADVISORS TRUST AMENDMENT NO. 2 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of July 1, 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”).

AMENDMENT NO. 5 SECOND AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • February 5th, 2015 • Eq Advisors Trust

Amendment No. 5, dated as of July 16, 2014 (“Amendment No. 5”), 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 • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of July 16, 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 Advisory Services, LLC, a Delaware limited liability company (“Franklin Advisory” or “Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of July 16, 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 Franklin Advisers Inc., a corporation organized under the laws of the State of California (“Franklin Advisers” or “Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 2 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement dated effective June 1, 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”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of July 16, 2014, (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a Delaware limited liability company (“FMG LLC” or “Manager”) and Invesco Advisers, Inc., a Delaware corporation (“Invesco” or “Adviser”).

AMENDMENT NO. 2 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC - CLASS K SHARES
Distribution Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 2 to the Distribution Agreement (“Amendment No. 2”), dated as of September 1, 2014 between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

EQ ADVISORS TRUST AMENDMENT NO. 3 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 3 to the Investment Advisory Agreement effective as of July 16, 2014, (“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 T. Rowe Price Associates, Inc., a Maryland corporation (“T. Rowe” or “Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of July 16, 2014 , (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a Delaware limited liability company (“FMG LLC” or “Manager”) and Thornburg Investment Management, Inc., a Delaware corporation (“Thornburg” or “Sub-Adviser”).

AMENDMENT NO. 12 TO THE MUTUAL FUNDS SERVICE AGREEMENT
Mutual Funds Service Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 12 to the Mutual Funds Service Agreement dated as of September 1, 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. 12”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 5th, 2015 • Eq Advisors Trust • New York

AGREEMENT, effective as of January 13, 2015 by and between AXA Equitable Funds Management Group, LLC, a limited liability company organized in the State of Delaware (the “Manager”), and DoubleLine Capital LP (“DoubleLine” or “Sub-Adviser”), a Delaware limited partnership. Manager and Sub-Adviser are “Parties” to the Agreement and each is a “Party”.

EQ ADVISORS TRUST AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of July 16, 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 Wellington Management Company, LLP, a limited liability partnership organized under the laws of the Commonwealth of Massachusetts (“Wellington” or “Adviser”).

AMENDMENT NO. 11 TO THE MUTUAL FUNDS SERVICE AGREEMENT
Mutual Funds Service Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 11 to the Mutual Funds Service Agreement dated as of July 16, 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. 11”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of July 16, 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 Institutional Capital LLC, a limited liability company organized under the laws of the State of Delaware (“Institutional Capital” or “Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of July 16, 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”), WHV Investment Management (“WHV”), a Washington corporation and Hirayama Investments, LLC, a limited liability company organized in Delaware (“Hirayama Investments”, together with WHV, the “Advisers”).

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EQ ADVISORS TRUST AMENDMENT NO. 5 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 5 to the Investment Advisory Agreement effective as of July 16, 2014 (“Amendment No. 5”) 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 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 1 to the Amended and Restated Investment Advisory Agreement effective as of July 16, 2014 (“Amendment No. 1”) 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”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of October 1 , 2014 (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a Delaware limited liability company (“FMG LLC” or “Manager”) and AXA Rosenberg Investment Management LLC., a Delaware limited liability company (“AXA Rosenberg” or “Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of July 16, 2014 (“Amendment No. 2”) 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”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of July 16, 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 Templeton Investment Counsel, LLC, a Delaware Limited Liability Company (“Templeton” or “Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of July 1, 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 Diamond Hill Capital Management, an Ohio corporation (“Diamond Hill” or “Adviser”).

AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 3 to the Investment Management Agreement (“Amendment No. 3”), effective as of September 1, 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. 3 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 3 to the Investment Advisory Agreement effective as of July 16, 2014, (“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 Lord, Abbett & Co. LLC, a Delaware limited liability company (“Lord Abbett” or “Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 2 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of July 16, 2014, between AXA Equitable Funds Management Group, LLC, a limited liability company organized in the State of Delaware (“FMG LLC” or “Manager”) and OppenheimerFunds, Inc., a corporation organized under the laws of the State of Colorado (“Oppenheimer” or “Adviser”).

AMENDMENT NO. 5 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 5 to the Investment Management Agreement (“Amendment No. 5”), effective as of July 16, 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”).

AMENDMENT NO. 26 AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • February 5th, 2015 • Eq Advisors Trust

Amendment No. 26, dated as of July 16, 2014 (“Amendment No. 26”), to the Amended and Restated Global Custody Agreement, dated as of February 1, 2002, as amended (“Agreement”), by and between EQ Advisors Trust (“Trust”) on behalf of each of the portfolios designated on Schedule C 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 AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of July 16, 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 Morgan Stanley Investment Management Inc., a Delaware corporation (“Morgan Stanley” or “Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2015 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of July 16, 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 Northern Cross, LLC, a limited liability company organized under the laws of the Commonwealth of Massachusetts (“Northern Cross” or “Adviser”).

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