AXA Enterprise Multimanager Funds Trust Sample Contracts

BETWEEN
Distribution Agreement • December 5th, 2001 • Axa Premier Funds Trust
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SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 27th, 2007 • AXA Enterprise Multimanager Funds Trust • New York

AGREEMENT, dated as of July 31, 2006, by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), and TCW Investment Management Company, a corporation organized under the laws of the State of California (“Adviser”).

MUTUAL FUNDS SERVICE AGREEMENT TRUST ADMINISTRATION AND COMPLIANCE SERVICES TRUST ACCOUNTING SERVICES
Mutual Funds Service Agreement • December 5th, 2001 • Axa Premier Funds Trust • New York
OF
Trust Agreement • December 5th, 2001 • Axa Premier Funds Trust • Delaware
and
Deferred Compensation Agreement • December 5th, 2001 • Axa Premier Funds Trust
FORM OF TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN AXA ENTERPRISE MULTIMANAGER FUNDS TRUST AND BOSTON FINANCIAL DATA SERVICES, INC.
Transfer Agency and Service Agreement • January 18th, 2005 • AXA Enterprise Multimanager Funds Trust • Massachusetts

AGREEMENT made as of the 13th day of December, 2004, by and between AXA ENTERPRISE MULTIMANAGER FUNDS TRUST, a Delaware business trust, having its principal office and place of business at 1290 Avenue of the Americas, New York, New York 10104 (the “Fund”), and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2 Heritage Drive, N. Quincy, Massachusetts 02171 (the “Transfer Agent”).

TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN AXA ENTERPRISE MULTIMANAGER FUNDS TRUST AND BOSTON FINANCIAL DATA SERVICES, INC.
Transfer Agency and Service Agreement • December 22nd, 2005 • AXA Enterprise Multimanager Funds Trust • Massachusetts

AGREEMENT made as of the 13th day of December, 2004, by and between AXA ENTERPRISE MULTIMANAGER FUNDS TRUST, a Delaware statutory trust, having its principal office and place of business at 1290 Avenue of the Americas, New York, New York 10104 (the “Fund”), and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2 Heritage Drive, N. Quincy, Massachusetts 02171 (the “Transfer Agent”).

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AMENDED AND RESTATED DISTRIBUTION AGREEMENT between AXA ENTERPRISE MULTIMANAGER FUNDS TRUST and AXA DISTRIBUTORS, LLC (Applicable to Class A, Class B, Class C, Class P and Class Y Shares)
Distribution Agreement • December 30th, 2004 • AXA Enterprise Multimanager Funds Trust

THIS AMENDED AND RESTATED AGREEMENT made this 10th day of December, 2004, by and between AXA ENTERPRISE MULTIMANAGER TRUST, a Delaware statutory trust (the “Trust”), with respect to the series of beneficial interest set forth on Appendix A to this Amended and Restated Agreement, and any applicable classes thereof, (each a “Fund”, collectively, the “Funds”), and AXA DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

DISTRIBUTION AGREEMENT between AXA ENTERPRISE MULTIMANAGER FUNDS TRUST and ENTERPRISE FUND DISTRIBUTORS, INC. (Applicable to Class A, Class B, Class C, Class P and Class Y Shares)
Distribution Agreement • December 30th, 2004 • AXA Enterprise Multimanager Funds Trust

THIS AGREEMENT made this 10th day of December, 2004, by and between AXA ENTERPRISE MULTIMANAGER FUNDS TRUST, a Delaware statutory trust (the “Trust”), with respect to the series of beneficial interest set forth on Appendix A to this Agreement, and any applicable classes thereof, (each a “Fund”, collectively, the “Funds”), and ENTERPRISE FUND DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 30th, 2004 • AXA Enterprise Multimanager Funds Trust • Delaware

AGREEMENT, dated as of December 17, 2004, by and between AXA Equitable Life Insurance Company, a New York stock life insurance company (“Equitable” or the “Manager”), and J.P. Morgan Investment Management Inc., a Delaware corporation (the “Adviser”).

MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT
Mutual Funds Sub-Administration Agreement • February 24th, 2006 • AXA Enterprise Multimanager Funds Trust

AGREEMENT made as of November 16, 2001 by and among The Equitable Life Assurance Society of the United States (“Equitable”), a New York Stock Life Insurance Company, and J.P. Morgan Investor Services Co. (“J.P. Morgan”), a Delaware corporation, for services to be provided to AXA Premier Funds Trust (“Trust”), a Delaware business trust.

AMENDMENT NO. 1 AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 25th, 2005 • AXA Enterprise Multimanager Funds Trust

AMENDMENT NO. 1 to the Amended and Restated Expense Limitation Agreement, dated as of January 3, 2005, between AXA Equitable Life Insurance Company (“Equitable” or the “Manager”) and AXA Enterprise Multimanager Funds Trust (“Trust”).

SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 27th, 2007 • AXA Enterprise Multimanager Funds Trust • New York

THIS SECOND AMENDED AND RESTATED AGREEMENT, dated as of July 31, 2006, by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), and Massachusetts Financial Services Company, a corporation organized under the laws of the State of Delaware (“Adviser”).

AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 22nd, 2005 • AXA Enterprise Multimanager Funds Trust

AMENDMENT NO. 1 to the Investment Management Agreement (“Amendment No. 1”), dated as of October 1, 2005, between AXA Enterprise Multimanager Funds Trust, a Delaware statutory trust (the “Trust”), and AXA Equitable Life Insurance Company, a New York stock life insurance company (“AXA Equitable” or “Manager”).

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