0001193125-12-041337 Sample Contracts

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 6th, 2012 • Eq Advisors Trust • New York

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

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FORM OF AMENDMENT NO. 1 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC - CLASS K SHARES
Distribution Agreement • February 6th, 2012 • Eq Advisors Trust

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

FORM OF AMENDMENT NO. 5 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC - CLASS IB SHARES
Distribution Agreement • February 6th, 2012 • Eq Advisors Trust

AMENDMENT NO. 5 to the Distribution Agreement (“Amendment No. 5”), dated as of [ , 2012] between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

FORM OF AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 6th, 2012 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Management Agreement (“Amendment No. 1”), effective as of [March , 2012] between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (“FMG LLC” or “Manager”).

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