0001193125-11-224372 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 16th, 2011 • Axa Premier Vip Trust • New York

AGREEMENT, dated as of May 1, 2011, by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”), and Thornburg Investment Management, Inc., a corporation organized under the laws of the State of Delaware (“Adviser”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 16th, 2011 • Axa Premier Vip Trust • Delaware

AGREEMENT, dated as of May 1, 2011, by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”), and J.P. Morgan Investment Management Inc., a Delaware corporation (the “Adviser”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 16th, 2011 • Axa Premier Vip Trust • Delaware

INVESTMENT MANAGEMENT AGREEMENT (“AGREEMENT”), dated as of May 1, 2011, between AXA Premier VIP Trust, a Delaware statutory trust (“Trust”), and AXA Equitable Funds Management, Group LLC, a Delaware limited liability company (“FMG LLC” or “Manager”).

DISTRIBUTION AGREEMENT CLASS K SHARES AXA DISTRIBUTORS, LLC
Distribution Agreement • August 16th, 2011 • Axa Premier Vip Trust

WHEREAS, the Trust is a Delaware business trust whose shareholders are and will be separate accounts in unit investment trust form (“Eligible Separate Accounts”) of insurance companies (“Participating Insurance Companies”); and

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • August 16th, 2011 • Axa Premier Vip Trust

EXPENSE LIMITATION AGREEMENT, effective as of May 1, 2011 by and between AXA Equitable Funds Management Group, LLC (the “Manager”) and AXA Premier VIP Trust (the “Trust”), on behalf of each series of the Trust set forth in Schedule A attached hereto (each, a “Portfolio,” and collectively, the “Portfolios”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 16th, 2011 • Axa Premier Vip Trust • New York

AGREEMENT, effective May 1, 2011, by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (“Manager”), and BlackRock Investment Management, LLC, a limited liability company organized under the laws of the State of Delaware (“Adviser”).

AMENDMENT NO. 1 EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • August 16th, 2011 • Axa Premier Vip Trust

The Manager and Trust hereby agree to modify and amend the Expense Limitation Agreement dated as of May 1, 2011 (“Agreement”), between them as follows:

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 16th, 2011 • Axa Premier Vip Trust • New York

AGREEMENT, dated as of May 1, 2011, by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”), and Massachusetts Financial Services Company, a corporation organized under the laws of the State of Delaware (“Adviser”).

MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • August 16th, 2011 • Axa Premier Vip Trust
INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 16th, 2011 • Axa Premier Vip Trust • Delaware

INVESTMENT MANAGEMENT AGREEMENT (“AGREEMENT”), dated as of May 1, 2011, between AXA Premier VIP Trust, a Delaware statutory trust (“Trust”), and AXA Equitable Funds Management Group, LLC, a Delaware limited liability company (“FMG LLC” or “Manager”).

AMENDMENT NO. 8 GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • August 16th, 2011 • Axa Premier Vip Trust

Amendment No. 8 dated as of July 27, 2011 (“Amendment No. 8”), 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”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.

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