0001193125-22-127767 Sample Contracts

AMENDMENT NO. 3 AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 28th, 2022 • Eq Advisors Trust

Amendment No. 3 dated January 13, 2022 (“Amendment No. 3”) to the Amended and Restated Expense Limitation Agreement dated August 1, 2021 (“Agreement”) between Equitable Investment Management Group, LLC (the “Adviser”), Equitable Investment Management, LLC (“the Administrator”) and EQ Advisors Trust (the “Trust”).

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RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • April 28th, 2022 • Eq Advisors Trust • New York

THIS FUND OF FUNDS INVESTMENT AGREEMENT, dated as of January 19, 2022 (the “Effective Date”) by and between each Acquiring Fund, severally and not jointly (each, an “Acquiring Fund”), and ProShares Trust (the “Trust”), a Delaware statutory trust, on behalf of each of its current and future series other than those series identified under the caption “Precautionary Notes: Funds Not Covered by the Agreement” on https://www.proshares.com/investment_agreement.html, severally and not jointly (each, an “Acquired Fund”). Each Acquiring Fund and each Acquired Fund is referred to as a “Fund”.

RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • April 28th, 2022 • Eq Advisors Trust

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (“Effective Date”), is made among EQ ADVISORS TRUST and 1290 FUNDS, on behalf of each of their series listed in Schedule A (each, an “Acquiring Fund”) and The Bank of New York Mellon, solely in its capacity as Trustee and on behalf of the MidCap SPDR Trust, Series 1 (the “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

AMENDMENT NO. 17 SECOND AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2022 • Eq Advisors Trust

Amendment No. 17, dated as of January 13, 2022 (“Amendment No. 17”), to the Second Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), Equitable Financial Life Insurance Company, Equitable Investment Management Group, LLC and Equitable Distributors, LLC (collectively, the “Parties”).

AMENDMENT NO. 40 AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • April 28th, 2022 • Eq Advisors Trust

Amendment No. 40, dated as of January 24, 2022 (“Amendment No. 40”), 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 AMENDMENT NO. 1 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 28th, 2022 • Eq Advisors Trust

AMENDMENT NO. 1 effective as of March 21, 2022 (“Amendment No. 1”) to the Investment Sub-Advisory Agreement dated as of July 16, 2020 (“Agreement”) between Equitable Investment Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“EIM” or “Adviser”) and Pacific Investment Management Company LLC, a limited liability company organized in the State of Delaware (“PIMCO” or “Sub-Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 28th, 2022 • Eq Advisors Trust

AMENDMENT NO. 1, effective as of March 1, 2022 (“Amendment No. 1”), to the Investment Sub-Advisory Agreement dated as of July 16, 2020 (“Agreement”) between Equitable Investment Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“EIM” or “Adviser”) and GAMCO Asset Management, Inc., a corporation organized in the State of New York (“GAMCO” or “Sub-Adviser”).

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 28th, 2022 • Eq Advisors Trust • Massachusetts

This Fund of Funds Investment Agreement (this “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made among EQ Advisors Trust and 1290 Funds, on behalf of their series listed on Schedule A, severally and not jointly (each, the “Acquiring Fund”), and SPDR Series Trust, SPDR Index Shares Funds and SSGA Active Trust (each, a “Trust”), each on behalf of their series listed on Schedule B, severally and not jointly (each, the “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 28th, 2022 • Eq Advisors Trust • New York

This Fund of Funds Investment Agreement (this “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made among EQ Advisors Trust and 1290 Funds (referred to as the “Trust”), on behalf of their series listed on Schedule A, severally and not jointly (each, the “Acquiring Fund”), and SPDR S&P 500 ETF Trust and SPDR Dow Jones Industrial Average ETF Trust, severally and not jointly (each, the “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

AMENDMENT NO. 1 TO THE MUTUAL FUNDS SERVICE AGREEMENT
Mutual Funds Service Agreement • April 28th, 2022 • Eq Advisors Trust

AMENDMENT NO. 1, dated as of January 13, 2022 (“Amendment No. 1”), to the Mutual Funds Service Agreement dated as of August 1, 2021 (“Agreement”) between EQ Advisors Trust, a Delaware statutory trust (“Trust”), Equitable Investment Management, LLC (“Administrator”), a limited liability company organized in the State of Delaware, and Equitable Investment Management Group, LLC (“EIM or “Adviser” ), a limited liability company organized in the State of Delaware.

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 28th, 2022 • Eq Advisors Trust • New York

THIS AGREEMENT, dated as of January 19, 2022, between 1290 Funds and EQ Advisors Trust (each, a “Trust”), on behalf of their various series, severally and not jointly (each, an “Acquiring Fund”), and AB Cap Fund, Inc. (“AB Cap”), on behalf of its series AB Small Cap Growth Portfolio (the “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • April 28th, 2022 • Eq Advisors Trust • Pennsylvania

THIS AGREEMENT, dated as of January 19, 2022, among EQ Advisors Trust and 1290 Funds, on behalf of themselves and their separate series listed on Schedule A (each, an “Investing Fund”), severally and not jointly, and the investment trusts listed on Schedule A, on behalf of themselves and their respective series also listed on Schedule A, severally and not jointly (each, a “Vanguard Fund” and together with the Investing Funds, the “Funds”).

EQ ADVISORS TRUST AMENDMENT NO. 3 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Eq Advisors Trust • April 28th, 2022

AMENDMENT NO. 3 to the Investment Sub-Advisory Agreement effective as of February 15, 2022 (“Amendment No. 3”) between Equitable Investment Management Group, LLC, a Delaware limited liability company (“EIM” or “Adviser”) and AllianceBernstein L.P., a Delaware limited partnership (“AllianceBernstein” or “Sub-Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 4 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Eq Advisors Trust • April 28th, 2022

AMENDMENT NO. 4 to the Investment Sub-Advisory Agreement effective as of March 1, 2022 (“Amendment No. 4”) between Equitable Investment Management Group, LLC, a Delaware limited liability company (“EIM” or “Adviser”) and AllianceBernstein L.P., a Delaware limited partnership (“AllianceBernstein” or “Sub-Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 4 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 28th, 2022 • Eq Advisors Trust

AMENDMENT NO. 4 effective as of March 21, 2022 (“Amendment No. 4”) to the Investment Sub-Advisory Agreement dated as of July 16, 2020, as amended, (“Agreement”) between Equitable Investment Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“EIM” or “Adviser”) and AXA Investment Managers US Inc., a corporation organized in the State of Delaware (“AXA IM” or “Sub-Adviser”).

RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • April 28th, 2022 • Eq Advisors Trust

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (“Effective Date”), is made among 1290 Funds and EQ Advisors Trust, on behalf of each of their series listed in Schedule A (each, an “Acquiring Fund”) and the Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust, on behalf of each of their series (except such series listed on Schedule B, as may be amended from time to time), severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

WISDOMTREE TRUST FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 28th, 2022 • Eq Advisors Trust • Delaware

This Fund of Funds Investment Agreement (“Agreement”) is made as of this 19th day of January, 2022, by and between WisdomTree Trust (the “Trust”), on behalf of each of its current and future series, severally and not jointly (each, an “Acquired Fund”) and the registered investment company, on behalf of each of its current and future series, severally and not jointly, set forth on Appendix A (each an “Acquiring Fund”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 28th, 2022 • Eq Advisors Trust

AMENDMENT NO. 1 effective as of March 21, 2022 (“Amendment No. 1”) to the Investment Sub-Advisory Agreement dated as of July 31, 2020 (“Agreement”) between Equitable Investment Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“EIM” or “Adviser”) and ClearBridge Investments, LLC, a limited liability company organized in the State of Delaware (“ClearBridge” or “Sub-Adviser”).

BLACKROCK RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 28th, 2022 • Eq Advisors Trust • Delaware

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made by and between each registered open-end investment company (each, a “Registrant”), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no portfolio series, then the relevant Registrant (as applicable, each an “Acquiring Fund” or “Acquired Fund” pursuant to the applicable schedule), each severally and not jointly.

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 28th, 2022 • Eq Advisors Trust • Massachusetts

This Fund of Funds Investment Agreement (this “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made among EQ Advisors Trust and 1290 Funds, on behalf of their series listed on Schedule A, severally and not jointly (each, the “Acquiring Fund”), and The Select Sector SPDR Trust, on behalf of each of its series listed on Schedule B, severally and not jointly (each, the “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

INDEXIQ FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • April 28th, 2022 • Eq Advisors Trust • New York

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made by and between each investment company (each, an “Acquiring Registrant”), for itself, and on behalf of each of its portfolio series listed on Schedule A (the “Acquiring Funds”), and each investment company (each, an “Acquired Registrant”), for itself, and on behalf of each of its portfolio series listed on Schedule B (the “Acquired Funds”), each severally and not jointly.

AMENDMENT NO. 4 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – EQUITABLE DISTRIBUTORS, LLC – CLASS IB SHARES
Distribution Agreement • April 28th, 2022 • Eq Advisors Trust

AMENDMENT NO. 4 dated as of January 13, 2022 (“Amendment No. 4”) to the Distribution Agreement dated as of July 16, 2020 (the “Agreement”) between EQ Advisors Trust, a Delaware statutory trust (the “Trust”), and Equitable Distributors, LLC (the “Distributor”), relating to Class IB shares.

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FORM OF RULE 12d1-4 ETF FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • April 28th, 2022 • Eq Advisors Trust • New York

THIS AGREEMENT, dated as of January 19, 2022, between 1290 Funds and EQ Advisors Trust (together, the “Investing Company”), on behalf of each of their series listed on Schedule A, severally and not jointly (each, an “Acquiring Fund”), and the J.P. Morgan Exchange-Traded Fund Trust (the “Trust”), on behalf of each series of the Trust listed on Schedule A, severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Fund[s], the “Funds”).

AMENDMENT NO. 2 SECURITIES LENDING AGREEMENT
Securities Lending Agreement • April 28th, 2022 • Eq Advisors Trust

Amendment No. 2, effective as of March 16, 2022 (“Amendment No. 2”), to the Securities Lending Agreement dated as of April 11, 2016 (“Agreement”), by and between JPMorgan Chase Bank, National Association (“J.P. Morgan”) and each Equitable investment company identified in Annex A hereto (“Lender”).

AMENDMENT NO. 4 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – EQUITABLE DISTRIBUTORS, LLC – CLASS K SHARES
Distribution Agreement • April 28th, 2022 • Eq Advisors Trust

AMENDMENT NO. 4 dated as of January 13, 2022 (“Amendment No. 4”) to the Distribution Agreement dated as of July 16, 2020 (the “Agreement”), between EQ Advisors Trust, a Delaware statutory trust (the “Trust”), and Equitable Distributors, LLC (the “Distributor”), relating to Class K shares.

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