0001193125-13-041071 Sample Contracts

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 6th, 2013 • Axa Premier Vip Trust • New York

AGREEMENT, dated as of January 1, 2013, by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”), and ClearBridge Investments, LLC, (formerly, ClearBridge Advisors, LLC), a Delaware limited liability company (“Adviser”).

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AMENDED AND RESTATED RETIREMENT PLAN PARTICIPATION AGREEMENT Among AXA PREMIER VIP TRUST, AXA DISTRIBUTORS, LLC, AXA EQUITABLE 401(K) PLAN and AXA EQUITABLE LIFE INSURANCE COMPANY
Retirement Plan • February 6th, 2013 • Axa Premier Vip Trust • New York

THIS AGREEMENT, made and entered into as of the 26th day of April, 2012 by and among AXA PREMIER VIP 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”).

AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 6th, 2013 • Axa Premier Vip Trust

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

AMENDMENT NO. 9 GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • February 6th, 2013 • Axa Premier Vip Trust

Amendment No. 9, dated as of October 26, 2012 (“Amendment No. 9”), to the Global Custody Agreement dated as of December 31, 2001 (“Agreement”), as amended, by and between AXA Premier VIP Trust and JPMorgan Chase Bank.

AXA PREMIER VIP TRUST AMENDMENT NO.1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 6th, 2013 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of June 18, 2012 (“Amendment No. 1”), between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”) and Lord, Abbett & Co. LLC (“Adviser”), a Delaware limited liability company.

AMENDMENT NO. 3 AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA PREMIER VIP TRUST
Distribution Agreement • February 6th, 2013 • Axa Premier Vip Trust

AMENDMENT NO. 3 to the Amended and Restated Distribution Agreement (“Amendment No. 3”), dated as of October 26, 2012, between AXA Premier VIP Trust, a Delaware business trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

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