0001193125-23-118649 Sample Contracts

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 26th, 2023 • Eq Advisors Trust • New York

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT, dated as of February 10, 2023, by and between Equitable Investment Management Group, LLC, a limited liability company organized in the State of Delaware (“Adviser”), and FIAM LLC, a Delaware limited liability company (“Sub-Adviser”).

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AMENDMENT NO. 7 TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 26th, 2023 • Eq Advisors Trust

AMENDMENT NO. 7 effective as of August 19, 2022 (Amendment No. 7”), to the Amended and Restated Investment Advisory Agreement dated July 16, 2020 (“Agreement”) between EQ Advisors Trust, a Delaware statutory trust (“Trust”), and Equitable Investment Management Group, LLC, a limited liability company organized in the State of Delaware (“EIM” or “Adviser”).

AMENDMENT NO. 1 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 26th, 2023 • Eq Advisors Trust

Amendment No. 1, dated October 18, 2022 (“Amendment No. 1”), to the Fund of Funds Investment Agreement, dated as of January 19, 2022 (“Agreement”), among EQ Advisors Trust and 1290 Funds (“EQ Trusts”) and The Bank of New York Mellon (“BNY Mellon”), solely in its capacity as Trustee and on behalf of the SPDR S&P MidCap 400 ETF Trust.

RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 26th, 2023 • Eq Advisors Trust

THIS AGREEMENT, dated as of January 1, 2023, is made between EQ Advisors Trust, on behalf of itself and its separate series listed on Schedule A, severally and not jointly (each, an “Investing Fund”), and the 1290 Funds, on behalf of itself and its separate series also listed on Schedule A, severally and not jointly (each, an “Acquired Fund” and, together with the Investing Funds, the “Funds”).

AMENDMENT NO. 6 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – EQUITABLE DISTRIBUTORS, LLC – CLASS K SHARES
Distribution Agreement • April 26th, 2023 • Eq Advisors Trust

AMENDMENT NO. 6 dated as of October 31, 2022 (“Amendment No. 6”) 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.

AMENDMENT NO. 2 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 26th, 2023 • Eq Advisors Trust

Amendment No. 2, dated March 16, 2023 (“Amendment No. 2”), to the Fund of Funds Investment Agreement, dated as of January 19, 2022 (“Agreement”), among EQ Advisors Trust and 1290 Funds (“EQ Trusts”) and The Bank of New York Mellon (“BNY Mellon”), solely in its capacity as Trustee and on behalf of the SPDR S&P MidCap 400 ETF Trust.

AMENDMENT NO. 1 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 26th, 2023 • Eq Advisors Trust

Amendment No. 1, dated October 18, 2022 (“Amendment No. 1”), to the Fund of Funds Investment Agreement, dated as of January 19, 2022 (“Agreement”), among EQ Advisors Trust, 1290 Funds, BlackRock ETF Trust, BlackRock ETF Trust II, iShares Trust, iShares, Inc. and iShares U.S. ETF Trust (“Registrants”).

AMENDMENT NO. 1 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 26th, 2023 • Eq Advisors Trust

Amendment No. 1, dated October 28, 2022 (“Amendment No. 1”), to the Fund of Funds Investment Agreement, dated as of January 19, 2022 (“Agreement”), by and between EQ Advisors Trust and 1290 Funds (“EQ Trusts”) and ProShares Trust (“ProShares”).

AMENDMENT NO. 2 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 26th, 2023 • Eq Advisors Trust

Amendment No. 2, dated March 16, 2023 (“Amendment No. 2”), to the Fund of Funds Investment Agreement, dated as of January 19, 2022 (“Agreement”), between 1290 Funds and EQ Advisors Trust (“EQ Trusts”) and AB Cap Fund, Inc. (“AB Cap”).

AMENDMENT NO. 1 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 26th, 2023 • Eq Advisors Trust

Amendment No. 1, dated October 18, 2022 (“Amendment No. 1”), to the Fund of Funds Investment Agreement, dated as of January 19, 2022 (“Agreement”), between 1290 Funds and EQ Advisors Trust (“EQ Trusts”) and AB Cap Fund, Inc. (“AB Cap”).

AMENDMENT NO. 1 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 26th, 2023 • Eq Advisors Trust

Amendment No. 1, dated October 18, 2022 (“Amendment No. 1”), to the Fund of Funds Investment Agreement, dated as of January 19, 2022 (“Agreement”), among EQ Advisors Trust and 1290 Funds (“EQ Trusts”) and WisdomTree Trust.

AMENDMENT NO. 5 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – EQUITABLE DISTRIBUTORS, LLC – CLASS IB SHARES
Distribution Agreement • April 26th, 2023 • Eq Advisors Trust

AMENDMENT NO. 5 dated as of August 8, 2022 (“Amendment No. 5”) 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.

AMENDMENT NO. 20 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2023 • Eq Advisors Trust

Amendment No. 20, dated as of November 17, 2022, (“Amendment No. 20”), to the 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 of America and Equitable Distributors, LLC (collectively, the “Parties”).

AMENDMENT NO. 1 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 26th, 2023 • Eq Advisors Trust

Amendment No. 1, dated October 18, 2022 (“Amendment No. 1”), to the Fund of Funds Investment Agreement, dated as of January 19, 2022 (“Agreement”), among EQ Advisors Trust and 1290 Funds (“EQ Trusts”) and the J.P. Morgan Exchange-Traded Fund Trust (“JPM Trust”).

AMENDMENT NO. 42 AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • April 26th, 2023 • Eq Advisors Trust

Amendment No. 42, dated as of November 17, 2022 (“Amendment No. 42”), 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.

AMENDMENT NO. 18 SECOND AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2023 • Eq Advisors Trust

Amendment No. 18, effective as of August 19, 2022 (“Amendment No. 18”), 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. 2 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 26th, 2023 • Eq Advisors Trust

Amendment No. 2, dated March 16, 2023 (“Amendment No. 2”), to the Fund of Funds Investment Agreement, dated as of January 19, 2022 (“Agreement”), among EQ Advisors Trust and 1290 Funds (“EQ Trusts”) and the J.P. Morgan Exchange-Traded Fund Trust (“JPM Trust”).

AMENDMENT NO. 1 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 26th, 2023 • Eq Advisors Trust

Amendment No. 1, dated October 18, 2022 (“Amendment No. 1”), to the Fund of Funds Investment Agreement, dated as of January 19, 2022 (“Agreement”), among EQ Advisors Trust and 1290 Funds (the “Acquiring Funds”) and SPDR S&P 500 ETF Trust and SPDR Dow Jones Industrial Average ETF Trust (the “Acquired Funds”).

EQ ADVISORS TRUST AMENDMENT NO. 2 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 26th, 2023 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Sub-Advisory Agreement effective as of August 18, 2022, (“Amendment No. 2”) between Equitable Investment Management Group, LLC, a Delaware limited liability company (“EIM” or “Adviser”) and Massachusetts Financial Services Company d/b/a MFS Investment Management, a corporation organized under the laws of the State of Delaware (“MFS” or “Sub-Adviser”).

AMENDMENT NO. 19 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2023 • Eq Advisors Trust

Amendment No. 19, dated as of August 19, 2022, (“Amendment No. 19”), to the 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 of America and Equitable Distributors, LLC (collectively, the “Parties”).

EQ ADVISORS TRUST AMENDMENT NO. 2 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 26th, 2023 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Sub-Advisory Agreement effective October 1, 2022 (“Amendment No. 2”) between Equitable Investment Management Group, LLC, a Delaware limited liability company (“EIM” or “Adviser”), and Invesco Advisers, Inc., a Delaware corporation (“Invesco” or “Sub-Adviser”).

AMENDMENT NO. 1 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 26th, 2023 • Eq Advisors Trust

Amendment No. 1, dated October 18, 2022 (“Amendment No. 1”), to the Fund of Funds Investment Agreement, dated as of January 19, 2022 (“Agreement”), among EQ Advisors Trust and 1290 Funds (“EQ Trusts”) and SPDR Series Trust, SPDR Index Shares Funds and SSGA Active Trust (“SPDR Trusts”).

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SUB-SUBADVISORY AGREEMENT between FIAM LLC and FIDELITY MANAGEMENT & RESEARCH (Hong Kong) LIMITED
Sub-Subadvisory Agreement • April 26th, 2023 • Eq Advisors Trust • Delaware

THIS AGREEMENT is dated as of this 12th day of July 2022 by and between FIAM LLC, a Delaware limited liability company with principal offices at 900 Salem Street, Smithfield, Rhode Island (hereinafter called the “Sub-Advisor”), and Fidelity Management & Research (Hong Kong) Limited (hereinafter called the “Sub-Subadvisor”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 26th, 2023 • Eq Advisors Trust

AMENDMENT NO. 1 dated as of July 12, 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 Janus Henderson Investors US LLC (formerly, Janus Capital Management LLC), a limited liability company organized in the State of Delaware (“Janus” or “Sub-Adviser”).

AMENDMENT NO. 19 SECOND AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2023 • Eq Advisors Trust

Amendment No. 19, dated as of November 17, 2022 (“Amendment No. 19”), 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”).

INVESTMENT SUB-SUB-SUB ADVISORY AGREEMENT
Investment Sub-Sub-Sub-Advisory Agreement • April 26th, 2023 • Eq Advisors Trust • New York

INVESTMENT SUB-SUB-SUB-ADVISORY AGREEMENT, dated as of February 10, 2023, by and between FIL Investment Advisors (“FIA” or “Sub-Sub-Adviser”), and FIL Investment Advisors (UK) Limited (“FIAUK” or “Sub-Sub-Sub Adviser”).

AMENDMENT NO. 5 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – EQUITABLE DISTRIBUTORS, LLC – CLASS K SHARES
Distribution Agreement • April 26th, 2023 • Eq Advisors Trust

AMENDMENT NO. 5 dated as of August 8, 2022 (“Amendment No. 5”) 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.

AMENDMENT NO. 1 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 26th, 2023 • Eq Advisors Trust

Amendment No. 1, dated October 18, 2022 (“Amendment No. 1”), to the Fund of Funds Investment Agreement, dated as of January 19, 2022 (“Agreement”), among EQ Advisors Trust and 1290 Funds (the “Acquiring Funds”) and The Select Sector SPDR Trust (the “Acquired Funds”).

EQ ADVISORS TRUST AMENDMENT NO. 3 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 26th, 2023 • Eq Advisors Trust

AMENDMENT NO. 3 effective as of November 11, 2022 (“Amendment No. 3”) to the Investment Sub-Advisory Agreement dated July 16, 2020, as amended, between Equitable Investment Management Group, LLC, a Delaware limited liability company (“EIM” or “Adviser”), and Invesco Advisers, Inc., a Delaware corporation (“Invesco” or “Sub-Adviser”), (the “Agreement”).

AMENDMENT NO. 2 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 26th, 2023 • Eq Advisors Trust

Amendment No. 2, dated March 16, 2023 (“Amendment No. 2”), to the Fund of Funds Investment Agreement, dated as of January 19, 2022 (“Agreement”), among EQ Advisors Trust, 1290 Funds, BlackRock ETF Trust, BlackRock ETF Trust II, iShares Trust, iShares, Inc. and iShares U.S. ETF Trust (“Registrants”).

AMENDMENT NO. 5 SECURITIES LENDING AGREEMENT
Securities Lending Agreement • April 26th, 2023 • Eq Advisors Trust

Amendment No. 5, dated as of November 17, 2022 (“Amendment No. 5”), 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”).

INVESTMENT SUB-SUB-ADVISORY AGREEMENT
Investment Sub-Sub-Advisory Agreement • April 26th, 2023 • Eq Advisors Trust • New York

INVESTMENT SUB-SUB-ADVISORY AGREEMENT, dated as of February 10, 2023, by and between FIAM LLC, a Delaware limited liability company (“FIAM” or “Sub-Adviser”), and FIL Investment Advisors (“FIA” or “Sub-Sub-Adviser”).

AMENDMENT NO. 2 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 26th, 2023 • Eq Advisors Trust

Amendment No. 2, dated March 16, 2023 (“Amendment No. 2”), to the Fund of Funds Investment Agreement, dated as of January 19, 2022 (“Agreement”), among EQ Advisors Trust and 1290 Funds (“EQ Trusts”) and WisdomTree Trust.

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 26th, 2023 • Eq Advisors Trust

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

EQ ADVISORS TRUST AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 26th, 2023 • Eq Advisors Trust

AMENDMENT NO. 2 effective as of November 11, 2022 (“Amendment No. 2”) to the Investment Sub-Advisory Agreement dated July 16, 2020 between Equitable Investment Management Group, LLC, a Delaware limited liability company (“EIM” or “Adviser”) and Franklin Advisers Inc., a corporation organized in the State of California (“Franklin Advisers” or “Sub-Adviser”), (the “Agreement”).

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