0001193125-13-297460 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 22nd, 2013 • Eq Advisors Trust • New York

AGREEMENT, effective as of [ , 2013] by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”), and Palisade Capital Management, L.L.C. (“Palisade Capital” or “Adviser”), a limited liability company organized under the laws of the State of New Jersey.

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FORM OF AMENDMENT NO. 8 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 22nd, 2013 • Eq Advisors Trust

AMENDMENT NO. 8 to the Investment Management Agreement (“Amendment No. 8”), effective as of [ , 2013] 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”).

SECOND AMENDED AND RESTATED PARTICIPATION AGREEMENT Among EQ ADVISORS TRUST, AXA EQUITABLE LIFE INSURANCE COMPANY, AXA EQUITABLE FUNDS MANAGEMENT GROUP, LLC, and AXA DISTRIBUTORS, LLC
Participation Agreement • July 22nd, 2013 • Eq Advisors Trust • New York

THIS SECOND 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, EQ ADVISORS 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”).

FORM OF AMENDMENT NO. 20 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IB SHARES
Distribution Agreement • July 22nd, 2013 • Eq Advisors Trust

AMENDMENT NO. 20 to the Amended and Restated Distribution Agreement (“Amendment No. 20”), dated as of [ , 2013], between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

FORM OF AMENDMENT NO. 8 TO THE MUTUAL FUNDS SERVICE AGREEMENT
Funds Service Agreement • July 22nd, 2013 • Eq Advisors Trust

AMENDMENT NO. 8 to the Mutual Funds Service Agreement dated as of [ , 2013] 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. 8”).

FORM OF AMENDMENT NO. 6 EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 22nd, 2013 • Eq Advisors Trust

Amendment No. 6, effective as of [ , 2013] 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. 6”).

FORM OF AMENDMENT NO. 23 AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • July 22nd, 2013 • Eq Advisors Trust

Amendment No. 23, dated as of [ , 2013] (“Amendment No. 23”), 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.

FORM OF AMENDMENT NO. 4 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 22nd, 2013 • Eq Advisors Trust

AMENDMENT NO. 4 to the Investment Management Agreement (“Amendment No. 4”), effective as of [ , 2013] 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”).

EQ ADVISORS TRUST FORM OF AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 22nd, 2013 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective [ , 2013] between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (“FMG LLC” or “Manager”) and AXA Investment Managers Inc. (“AXA IM” or “Adviser”), a corporation organized under the laws of the State of Delaware.

FORM OF AMENDMENT NO. 2 SECOND AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • July 22nd, 2013 • Eq Advisors Trust

Amendment No. 2, dated as of [ , 2013] (“Amendment No. 2”), to the Second Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), AXA Equitable Life Insurance Company, AXA Equitable Funds Management Group, LLC and AXA Distributors, LLC (collectively, the “Parties”).

FORM OF AMENDMENT NO. 4 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS K SHARES
Distribution Agreement • July 22nd, 2013 • Eq Advisors Trust

AMENDMENT NO. 4 to the Distribution Agreement (“Amendment No. 4”), dated as of [ , 2013], between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

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