0001193125-09-016475 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 2nd, 2009 • Axa Premier Vip Trust • New York

AGREEMENT, effective as of August 1, 2008, by and between AXA Equitable Life Insurance Company, a New York corporation (the “Manager”), and Westfield Capital Management Company, LP, a limited liability company organized under the laws of the Commonwealth of Massachusetts (“Adviser”).

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PARTICIPATION AGREEMENT AMONG EQ ADVISORS TRUST MONY LIFE INSURANCE COMPANY AXA DISTRIBUTORS, LLC AND AXA ADVISORS, LLC
Participation Agreement • February 2nd, 2009 • Axa Premier Vip Trust • New York

THIS AGREEMENT, made and entered into as of the February 2006 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”), AXA DISTRIBUTORS, LLC, a Delaware limited liability company, and AXA ADVISORS, LLC, a Delaware limited liability company (the latter two, collectively, the “Distributors”).

AMENDMENT NO. 4 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 2nd, 2009 • Axa Premier Vip Trust

AMENDMENT NO. 4 to the Investment Management Agreement (“Amendment No. 4”), dated as of July 24, 2008, between AXA Premier VIP Trust, a Delaware statutory trust (the “Trust”), and AXA Equitable Life Insurance Company (formerly, The Equitable Life Assurance Society of the United States), a New York stock life insurance company (“AXA Equitable” or “Manager”).

AMENDMENT NO. 5 GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • February 2nd, 2009 • Axa Premier Vip Trust

Amendment No. 5 dated as of July 1, 2008 (“Amendment No. 5”), 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 (“JPMorgan”).

AXA PREMIER VIP TRUST AMENDMENT NO. 2 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 2nd, 2009 • Axa Premier Vip Trust

AMENDMENT NO. 2 to the Second Amended and Restated Investment Advisory Agreement dated as of July 24, 2008 (“Amendment No. 2”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Wellington Management Company, LLP, a limited liability partnership organized under the laws of the Commonwealth of Massachusetts (“Adviser”).

AXA PREMIER VIP TRUST AMENDMENT NO. 2 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 2nd, 2009 • Axa Premier Vip Trust

AMENDMENT NO. 2 to the Second Amended and Restated Investment Advisory Agreement dated as of January 1, 2009 (“Amendment No. 2”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and AllianceBernstein L.P., a limited partnership organized under the laws of the State of Delaware (“Adviser”).

AXA PREMIER VIP TRUST AMENDMENT NO. 3 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 2nd, 2009 • Axa Premier Vip Trust

AMENDMENT NO. 3 to the Second Amended and Restated Investment Advisory Agreement dated as of July 24, 2008 (“Amendment No. 3”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and RCM Capital Management LLC, a limited liability company organized under the laws of the State of Delaware (“Adviser”).

AMENDMENT NO. 5 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 2nd, 2009 • Axa Premier Vip Trust

AMENDMENT NO. 5 to the Investment Management Agreement (“Amendment No. 5”), dated as of January 1, 2009, between AXA Premier VIP Trust, a Delaware statutory trust (the “Trust”), and AXA Equitable Life Insurance Company (formerly, The Equitable Life Assurance Society of the United States), a New York stock life insurance company (“AXA Equitable” or “Manager”).

AXA PREMIER VIP TRUST AMENDMENT NO. 1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 2nd, 2009 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Second Amended and Restated Investment Advisory Agreement dated as of July 1, 2008 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Pacific Investment Management Company LLC, a Delaware limited liability company (the “Adviser”).

AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 2nd, 2009 • Axa Premier Vip Trust

AMENDMENT NO. 2 to the Investment Management Agreement (“Amendment No. 2”), dated as of July 15, 2006, between AXA Premier VIP Trust, a Delaware statutory trust (the “Trust”) and AXA Equitable Life Insurance Company, a New York stock life insurance company (“AXA Equitable”).

AXA PREMIER VIP TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 2nd, 2009 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of July 1, 2008 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Marsico Capital Management, LLC, a Delaware limited liability company (the “Adviser”).

AXA PREMIER VIP TRUST AMENDMENT NO. 2 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 2nd, 2009 • Axa Premier Vip Trust

AMENDMENT NO. 2 to the Second Amended and Restated Investment Advisory Agreement, dated as of July 6, 2007 (“Amendment No. 2”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Janus Capital Management LLC, a limited liability company organized under the laws of the State of Delaware (“Adviser”).

AMENDMENT NO. 3 GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • February 2nd, 2009 • Axa Premier Vip Trust

Amendment No. 3, dated as of April 1, 2007 (“Amendment No. 3”), to the Global Custody Agreement, dated as of December 31, 2001 (“Agreement”), by and between AXA Premier VIP Trust (“Trust”) and JPMorgan Chase Bank (“JPMorgan”).

AMENDMENT NO. 5 AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 2nd, 2009 • Axa Premier Vip Trust

AMENDMENT NO. 5 to the Amended And Restated Expense Limitation Agreement (“Amendment No. 5”), dated as of December 11, 2008, between AXA Premier VIP Trust, a Delaware statutory trust (the “Trust”) and AXA Equitable Life Insurance Company, a New York Corporation (“AXA Equitable”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 2nd, 2009 • Axa Premier Vip Trust • New York

AGREEMENT, dated as of January 1, 2009, by and between AXA Equitable Life Insurance Company, a corporation (the “Manager”), and SSgA Funds Management, Inc., a Massachusetts corporation (the “Adviser”).

AMENDMENT NO. 4 GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • February 2nd, 2009 • Axa Premier Vip Trust

Amendment No. 4, dated as of May 25, 2007 (“Amendment No. 4”), to the Global Custody Agreement dated as of December 31, 2001 (“Agreement”), as amended, by and between AXA Premier VIP Trust and The JPMorgan Chase Bank.

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