0001193125-13-297443 Sample Contracts

AMENDED AND RESTATED PARTICIPATION AGREEMENT Among AXA PREMIER VIP TRUST, AXA EQUITABLE LIFE INSURANCE COMPANY, AXA EQUITABLE FUNDS MANAGEMENT GROUP, LLC, and AXA DISTRIBUTORS, LLC
Participation Agreement • July 22nd, 2013 • Axa Premier Vip Trust • New York

THIS AMENDED AND RESTATED AGREEMENT, made and entered into as of the 23rd day of May, 2012 by and among AXA EQUITABLE LIFE INSURANCE COMPANY, a New York stock life insurance company (“AXA Equitable”), on its own behalf and on behalf of each of its separate accounts set forth on Schedule A hereto, as amended from time to time (each referred to as the “Account”), AXA EQUITABLE FUNDS MANAGEMENT GROUP, LLC (“FMG LLC”), a Delaware limited liability company, AXA PREMIER VIP TRUST, a business trust organized under the laws of the State of Delaware (the “Trust”), and AXA DISTRIBUTORS, LLC, a Delaware limited liability company(the “Distributor”).

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FORM OF AMENDMENT NO. 1 TO THE MUTUAL FUNDS SERVICE AGREEMENT
Mutual Funds Service Agreement • July 22nd, 2013 • Axa Premier Vip Trust

AMENDMENT NO. 1 dated as of September 1, 2013 to the Mutual Funds Service Agreement dated as of May 1, 2011 (“Agreement”) between AXA Premier VIP Trust, a Delaware statutory trust (“Trust”) and AXA Equitable Funds Management Group, LLC (“FMG LLC”), a Delaware limited liability company.

FORM OF AMENDMENT NO. 4 AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA PREMIER VIP TRUST
Distribution Agreement • July 22nd, 2013 • Axa Premier Vip Trust

AMENDMENT NO. 4 to the Amended and Restated Distribution Agreement (“Amendment No. 4”), dated as of [ , 2013], between AXA Premier VIP Trust, a Delaware business trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

FORM OF AMENDMENT NO. 1 DISTRIBUTION AGREEMENT AXA PREMIER VIP TRUST
Distribution Agreement • July 22nd, 2013 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Distribution Agreement (“Amendment No. 1”), dated as of [ , 2013], between AXA Premier VIP Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

FORM OF AMENDMENT NO. 1 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • July 22nd, 2013 • Axa Premier Vip Trust

Amendment No. 1, dated as of [ , 2013] (“Amendment No. 1”), to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among AXA Premier VIP Trust (“Trust”), AXA Equitable Life Insurance Company, AXA Equitable Funds Management Group, LLC and AXA Distributors, LLC (collectively, the “Parties”).

FORM OF AMENDMENT NO. 10 GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • July 22nd, 2013 • Axa Premier Vip Trust

Amendment No. 10, dated as of [ , 2013] (“Amendment No. 10”), 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.

FORM OF AMENDMENT NO. 1 DISTRIBUTION AGREEMENT AXA PREMIER VIP TRUST
Distribution Agreement • July 22nd, 2013 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Distribution Agreement (“Amendment No. 1”), dated as of [ , 2013], between AXA Premier VIP Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 22nd, 2013 • Axa Premier Vip Trust

Effective as of [ , 2013], the Trust and FMG LLC agree to modify and amend the Expense Limitation Agreement (the “Agreement”), dated as of March 15, 2012, between them as follows:

FORM OF AMENDMENT NO. 2 TO THE MUTUAL FUNDS SERVICE AGREEMENT
Funds Service Agreement • July 22nd, 2013 • Axa Premier Vip Trust

AMENDMENT NO. 2 dated as of [ , 2013] to the Mutual Funds Service Agreement dated as of May 1, 2011 (“Agreement”) between AXA Premier VIP Trust, a Delaware statutory trust (“Trust”) and AXA Equitable Funds Management Group, LLC (“FMG LLC”), a Delaware limited liability company.

FORM OF AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 22nd, 2013 • Axa Premier Vip Trust

AMENDMENT NO. 2 to the Investment Management Agreement (“Amendment No. 2”), effective as of [ , 2013] 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”).

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