0001193125-12-181575 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 25th, 2012 • Eq Advisors Trust • New York

AGREEMENT, effective as of [ , 2012] by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”), and Guggenheim Investment Management, LLC (“Adviser”), a limited liability company organized under the laws of the State of Delaware.

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AMENDMENT NO. 4 EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 25th, 2012 • Eq Advisors Trust

Amendment No. 4, effective as of April 12, 2012 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. 4”).

FORM OF AMENDMENT NO. 16 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2012 • Eq Advisors Trust

Amendment No. 16, dated as of , 2012 (“Amendment No. 16”), to the Amended and Restated Participation Agreement, dated as of July 15, 2002, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), AXA Equitable Life Insurance Company and AXA Distributors, LLC (collectively, the “Parties”).

FORM OF AMENDMENT NO. 18 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IB SHARES
Distribution Agreement • April 25th, 2012 • Eq Advisors Trust

AMENDMENT NO. 18 to the Amended and Restated Distribution Agreement (“Amendment No. 18”), dated as of , 2012, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

EQ ADVISORS TRUST FORM OF AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 25th, 2012 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of [ , 2012] (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a New York corporation (“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”).

FORM OF AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 25th, 2012 • Eq Advisors Trust

AMENDMENT NO. 3 to the Investment Management Agreement (“Amendment No. 3”), effective as of , 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”).

FORM OF AMENDMENT NO. 2 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS K SHARES
Distribution Agreement • April 25th, 2012 • Eq Advisors Trust

AMENDMENT NO. 2 to the Amended and Restated Distribution Agreement (“Amendment No. 2”), dated as of , 2012, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

EQ ADVISORS TRUST FORM OF AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 25th, 2012 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of [ , 2012] (“Amendment No. 2”) between AXA Equitable Funds Management Group, LLC, a New York corporation (“FMG LLC” or “Manager”) and AllianceBernstein L.P., a Delaware limited partnership (“Alliance” or “Adviser”).

FORM OF AMENDMENT NO. 4 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 25th, 2012 • Eq Advisors Trust

AMENDMENT NO. 4 to the Investment Management Agreement (“Amendment No. 4”), effective as of , 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”).

FORM OF SECOND AMENDED AND RESTATED RETIREMENT PLAN PARTICIPATION AGREEMENT Among EQ ADVISORS TRUST, AXA DISTRIBUTORS, LLC, AXA EQUITABLE 401(K) PLAN and AXA EQUITABLE LIFE INSURANCE COMPANY
Participation Agreement • April 25th, 2012 • Eq Advisors Trust • New York

THIS AGREEMENT, made and entered into as of the __th day of April, 2012 by and among EQ ADVISORS TRUST, a business trust organized under the laws of the State of Delaware (the “Trust”), AXA DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”), Investment Committee Established by the Benefit Plans Sponsored by AXA Equitable Life Insurance Company, as Plan Fiduciary of the AXA EQUITABLE 401(K) PLAN, a New York trust (the “Plan”) and AXA EQUITABLE LIFE INSURANCE COMPANY, a New York stock life insurance company (“AXA Equitable”).

FORM OF AMENDMENT NO. 1 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC - CLASS K SHARES
Distribution Agreement • April 25th, 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”).

AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 25th, 2012 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Management Agreement (“Amendment No. 2”), effective as of April 12, 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”).

AMENDMENT NO. 21 AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • April 25th, 2012 • Eq Advisors Trust

Amendment No. 21, dated as of April 30, 2012 (“Amendment No. 21”), to the Amended and Restated Global Custody Agreement, dated as of February 1, 2002, as amended (“Agreement”), by and between EQ Advisors Trust (“Trust”) and JPMorgan Chase Bank, N.A. (“Bank”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.

AMENDMENT NO. 17 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IB SHARES
Distribution Agreement • April 25th, 2012 • Eq Advisors Trust

AMENDMENT NO. 17 to the Amended and Restated Distribution Agreement (“Amendment No. 17”), dated as of April 12, 2012, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 25th, 2012 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Management Agreement (“Amendment No. 1”), effective as of April 30, 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”).

AMENDMENT NO. 1 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS K SHARES
Distribution Agreement • April 25th, 2012 • Eq Advisors Trust

AMENDMENT NO. 1 to the Amended and Restated Distribution Agreement (“Amendment No. 1”), dated as of April 12, 2012 between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

AMENDMENT NO. 4 TO THE MUTUAL FUNDS SERVICE AGREEMENT
Funds Service Agreement • April 25th, 2012 • Eq Advisors Trust

AMENDMENT NO. 4 to the Mutual Funds Service Agreement dated as of April 12, 2012 between EQ Advisors Trust, a Delaware statutory trust (“Trust”) and AXA Equitable Funds Management Group, LLC (“FMG LLC”), a Delaware limited liability company (“FMG LLC” or “Administrator”) (“Amendment No. 4”).

AMENDMENT NO. 5 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC - CLASS IB SHARES
Distribution Agreement • April 25th, 2012 • Eq Advisors Trust

AMENDMENT NO. 5 to the Distribution Agreement (“Amendment No. 5”), dated as of April 30, 2012 between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

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