0001193125-18-354670 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 20th, 2018 • Eq Advisors Trust • New York

INVESTMENT SUB-ADVISORY AGREEMENT, dated as of November 2, 2018, by and between AXA Equitable Funds Management Group, LLC, a limited liability company organized in the State of Delaware (“Adviser”), and AXA Investment Managers, Inc., a corporation organized in the State of Delaware (“Sub-Adviser”). This Agreement terminates and replaces the Investment Sub-Advisory Agreement dated February 8, 2013 between the Adviser and Sub-Adviser, as amended.

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FORM OF AMENDMENT NO. 23 EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 20th, 2018 • Eq Advisors Trust

Form of Amendment No. 23, dated as of January 1, 2019 (“Amendment No. 23”) to the Expense Limitation Agreement dated as of May 1, 2011, as amended (“Agreement”), between AXA Equitable Funds Management Group, LLC (“FMG LLC” or the “Adviser”) and EQ Advisors Trust (the “Trust”).

FORM OF AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 20th, 2018 • Eq Advisors Trust

FORM OF AMENDMENT NO. 1 dated December 6, 2018 (“Amendment No. 1”), to the Investment Advisory Agreement, dated as of November 1, 2018 (“Agreement”), between EQ Advisors Trust, a Delaware statutory trust (the “Trust”), and AXA Equitable Funds Management Group, LLC, a limited liability company organized in the State of Delaware (“FMG LLC” or “Adviser”).

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 20th, 2018 • Eq Advisors Trust • New York

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT, dated as of November 1, 2018, by and between AXA Equitable Funds Management Group, LLC, a limited liability company organized in the State of Delaware (“Adviser”), and Invesco Advisers, Inc., a corporation organized in the State of Delaware (“Sub-Adviser”).

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 20th, 2018 • Eq Advisors Trust • Delaware

FORM OF INVESTMENT ADVISORY AGREEMENT (“AGREEMENT”), dated as of November 1, 2018, between EQ Advisors Trust, a Delaware statutory trust (“Trust”), and AXA Equitable Funds Management Group, LLC, a limited liability company organized in the State of Delaware (“Adviser”).

EQ ADVISORS TRUST FORM OF AMENDMENT NO. 1 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Eq Advisors Trust • December 20th, 2018

FORM OF AMENDMENT NO. 1 to the Investment Sub-Advisory Agreement effective as of December 6, 2018, (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a Delaware limited liability company (“FMG LLC” or “Adviser”) and QS Investors, LLC., a Delaware limited liability company (“QS Investors” or “Sub-Adviser”).

FORM OF AMENDMENT NO. 12 SECOND AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • December 20th, 2018 • Eq Advisors Trust

Form of Amendment No. 12, dated as of December 6, 2018 (“Amendment No. 12”), 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. 11 TO THE AMENDED AND RESTATED MUTUAL FUNDS SERVICE AGREEMENT
Funds Service Agreement • December 20th, 2018 • Eq Advisors Trust

FORM OF AMENDMENT NO. 11, dated as of December 6, 2018 (“Amendment No. 11”), to the Amended and Restated Mutual Funds Service Agreement dated as of April 1, 2015 (“Agreement”), as amended, between EQ Advisors Trust, a Delaware statutory trust (“Trust”), and AXA Equitable Funds Management Group, LLC, a Delaware limited liability company (“FMG LLC” or “Administrator”).

FORM OF AMENDMENT NO. 14 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS K SHARES
Distribution Agreement • December 20th, 2018 • Eq Advisors Trust

FORM OF AMENDMENT NO. 14, dated as of December 6, 2018 (“Amendment No. 14”) to the Distribution Agreement dated as of August 1, 2011, as amended (the “Agreement”), between EQ Advisors Trust, a Delaware statutory trust (the “Trust”), and AXA Distributors, LLC (the “Distributor”), relating to Class K shares.

FORM OF AMENDMENT NO. 13 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • December 20th, 2018 • Eq Advisors Trust

Form of Amendment No. 13, dated as of December 6, 2018 (“Amendment No. 13”), to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), MONY Life Insurance Company of America and AXA Distributors, LLC (collectively, the “Parties”).

FORM OF AMENDMENT NO. 30 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IB SHARES
Distribution Agreement • December 20th, 2018 • Eq Advisors Trust

FORM OF AMENDMENT NO. 30, dated as of December 6, 2018 (“Amendment No. 30”) to the Amended and Restated Distribution Agreement, dated as of July 15, 2002, as amended (the “Agreement”), between EQ Advisors Trust, a Delaware statutory trust (the “Trust”), and AXA Distributors, LLC (the “Distributor”), relating to Class IB shares.

FORM OF AMENDMENT NO. 34 AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Custody Agreement • December 20th, 2018 • Eq Advisors Trust

Form of Amendment No. 34, dated as of December 6, 2018 (“Amendment No. 34”), to the Amended and Restated Global Custody Agreement, dated as of February 1, 2002, as amended (“Agreement”), by and between EQ Advisors Trust (“Trust”), on behalf of each of the portfolios designated on Schedule C thereto, and JPMorgan Chase Bank, N.A. (“Bank”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.

EQ ADVISORS TRUST FORM OF AMENDMENT NO. 1 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Eq Advisors Trust • December 20th, 2018

FORM OF AMENDMENT NO. 1 to the Investment Sub-Advisory Agreement effective as of December 6, 2018 (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a Delaware limited liability company (“FMG LLC” or “Adviser”) and Goldman Sachs Asset Management, L.P., a Delaware limited partnership (“Goldman Sachs” or “Sub-Adviser”).

EQ ADVISORS TRUST FORM OF AMENDMENT NO. 1 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Eq Advisors Trust • December 20th, 2018

FORM OF AMENDMENT NO. 1 to the Investment Sub-Advisory Agreement effective as of December 6, 2018, (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a Delaware limited liability company (“FMG LLC” or “Adviser”) and Invesco Advisers, Inc., a Delaware corporation (“Invesco” or “Sub-Adviser”).

EQ ADVISORS TRUST FORM OF AMENDMENT NO. 1 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Eq Advisors Trust • December 20th, 2018

FORM OF AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of December 6, 2018 (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a Delaware limited liability company (“FMG LLC” or “Adviser”) and AXA Investment Managers, Inc., a Delaware Corporation (“AXA IM” or “Sub-Adviser”).

EQ ADVISORS TRUST FORM OF AMENDMENT NO. 1 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Eq Advisors Trust • December 20th, 2018

FORM OF AMENDMENT NO. 1 to the Investment Sub-Advisory Agreement effective as of December 6, 2018 (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a Delaware limited liability company (“FMG LLC” or “Adviser”) and American Century Investment Management, Inc., a Delaware corporation (“American Century” or “Sub-Adviser”).

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