0001193125-14-396485 Sample Contracts

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • November 4th, 2014 • 1290 Funds • Massachusetts

THIS AGREEMENT made as of the 29th day of October 2014, by and between each of the entities individually and not jointly, as listed on Schedule A, having their principal office and place of business at 1290 Avenue of the Americas, New York, New York 10104 (collectively, the “Funds” and individually, the “Fund”) and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2000 Crown Colony Drive, Quincy, Massachusetts 02169-0953 (the “Transfer Agent”).

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • November 4th, 2014 • 1290 Funds • New York

AGREEMENT, dated as of September 1, 2014, by and between AXA Equitable Funds Management Group, LLC (doing business as 1290 Asset Managers), a limited liability corporation organized in the State of Delaware (“Adviser”), and GAMCO Asset Management, Inc., a New York corporation (“Sub-Adviser”).

MUTUAL FUNDS SERVICE AGREEMENT
Mutual Funds Service Agreement • November 4th, 2014 • 1290 Funds • New York
INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • November 4th, 2014 • 1290 Funds • New York

AGREEMENT, effective as of September 1, 2014 by and between AXA Equitable Funds Management Group, LLC (doing business as “1290 Asset Managers”), a limited liability company organized in the State of Delaware (the “Adviser”), and AXA Rosenberg Investment Management LLC (“AXA Rosenberg” or “Sub-Adviser”), a limited liability company organized under the laws of the State of Delaware.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 4th, 2014 • 1290 Funds • Delaware

INVESTMENT ADVISORY AGREEMENT (“AGREEMENT”), dated as of September 1, 2014, between 1290 Funds, a Delaware statutory trust (“Trust”), and AXA Equitable Funds Management Group, LLC, a limited liability company organized in the State of Delaware, doing business as “1290 Asset Managers” (“Adviser”).

DISTRIBUTION AGREEMENT
Distribution Agreement • November 4th, 2014 • 1290 Funds • Delaware

THIS AGREEMENT is made as of October 28, 2014, between 1290 Funds, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

AMENDED AND RESTATED ORGANIZATIONAL EXPENSES AGREEMENT
Organizational Expenses Agreement • November 4th, 2014 • 1290 Funds
EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • November 4th, 2014 • 1290 Funds

EXPENSE LIMITATION AGREEMENT, effective as of September 1, 2014 by and between AXA Equitable Funds Management Group, LLC, doing business as 1290 Asset Managers (the “Adviser”) and 1290 Funds (the “Trust”), on behalf of each series of the Trust set forth in Schedule A attached hereto (each, a “Fund”, and collectively, the “Funds”).

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