Axa Enterprise Funds Trust Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 21st, 2007 • Axa Enterprise Funds Trust • New York

AGREEMENT, dated as of October 1, 2007 by and between Enterprise Capital Management, Inc., a Georgia corporation (the “Manager”), and AllianceBernstein L.P., a Delaware limited partnership (the “Adviser”).

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TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN AXA ENTERPRISE FUNDS TRUST AND BOSTON FINANCIAL DATA SERVICES, INC.
Transfer Agency and Service Agreement • May 13th, 2005 • Axa Enterprise Funds Trust • Massachusetts

AGREEMENT made as of the 3rd day of June, 2005, by and between AXA ENTERPRISE 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”).

DISTRIBUTION AGREEMENT between AXA ENTERPRISE FUNDS TRUST and ENTERPRISE FUND DISTRIBUTORS, INC. (Applicable to Class A, Class B, Class C and Class Y Shares)
Distribution Agreement • May 13th, 2005 • Axa Enterprise Funds Trust

THIS AGREEMENT made this third day of June, 2005, by and between AXA ENTERPRISE 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 FUNDS DISTRIBUTORS, INC., a Georgia corporation (the “Distributor”).

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

AGREEMENT made as of June 3, 2005 by and among AXA Equitable Life Insurance Company (“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 Enterprise Funds Trust (“Trust”), a Delaware business trust.

FORM OF GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • December 30th, 2004 • Axa Enterprise Funds Trust • New York

This AGREEMENT is effective and is between JPMORGAN CHASE BANK (“Bank”) and AXA Enterprise Funds Trust (“AXA Enterprise”) on behalf of each of the funds (each a “Fund”) designated on Schedule B (each individually, the “Customer”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 21st, 2007 • Axa Enterprise Funds Trust • New York

AGREEMENT, dated as of October 1, 2007, by and between Enterprise Capital Management, Inc., a Georgia corporation (“Enterprise Capital” or the “Manager”), and Brandywine Global Investment Management LLC, a Delaware limited liability company (“Adviser”).

AXA ENTERPRISE FUNDS TRUST FIDELITY BOND SHARING AGREEMENT
Fidelity Bond Sharing Agreement • October 1st, 2008 • Axa Enterprise Funds Trust • New York

THIS AGREEMENT made and entered into as of June 3, 2005, by and between AXA Enterprise Funds Trust (“Trust”), an open-end management investment company, on behalf of each of its series specified in Appendix A (“Funds”) and AXA Equitable Life Insurance Company, the investment manager for the Trust (“Manager”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 13th, 2005 • Axa Enterprise Funds Trust

EXPENSE LIMITATION AGREEMENT, effective as of May 6, 2005 by and between AXA Equitable Life Insurance Company (the “Manager”) and AXA Enterprise Funds Trust (the “Trust”), on behalf of each series of the Trust set forth in Schedule A attached hereto (each, a “Fund”, and collectively, the “Funds”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 13th, 2005 • Axa Enterprise Funds Trust • Delaware

INVESTMENT MANAGEMENT AGREEMENT (“AGREEMENT”), dated as of May 6, 2005, between AXA Enterprise Funds Trust, a Delaware business trust (“Trust”), and AXA Equitable Life Insurance Company, a New York Stock life insurance company (“AXA Equitable” or “Manager”).

AXA ENTERPRISE FUNDS TRUST FIDELITY BOND SHARING AGREEMENT
Fidelity Bond Sharing Agreement • May 7th, 2007 • Axa Enterprise Funds Trust • New York

THIS AGREEMENT made and entered into as of June 3, 2005, by and between AXA Enterprise Funds Trust (“Trust”), an open-end management investment company, on behalf of each of its series specified in Appendix A (“Funds”) and AXA Equitable Life Insurance Company, the investment manager for the Trust (“Manager”).

AGREEMENT AND DECLARATION OF TRUST OF AXA ENTERPRISE FUNDS TRUST a Delaware Statutory Trust
Trust Agreement • December 30th, 2004 • Axa Enterprise Funds Trust • Delaware

THIS AGREEMENT AND DECLARATION OF TRUST is made and entered into as of the date set forth below by the Trustees named hereunder for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth.

GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • May 13th, 2005 • Axa Enterprise Funds Trust • New York

This AGREEMENT is effective June 3, 2005 and is between JPMORGAN CHASE BANK N.A. (“Bank”) and AXA ENTERPRISE FUNDS TRUST (“AXA Enterprise”) on behalf of each of the funds (each a “Fund”) designated on Schedule B (each individually, the “Customer”).

AMENDMENT NO. 2 TO THE EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 21st, 2006 • Axa Enterprise Funds Trust

AMENDMENT NO. 2 to the Expense Limitation Agreement dated as of March 17 2006, between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and AXA Enterprise Funds Trust (“Trust”).

AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 21st, 2007 • Axa Enterprise Funds Trust

Amendment No. 1, dated June 25, 2007 (“Amendment No. 1”) to the Investment Management Agreement, dated as of May 6, 2005 (“Agreement”), between AXA Enterprise Funds Trust, a Delaware business trust (“Trust”) and AXA Equitable Life Insurance Company, a New York stock life insurance company (“AXA Equitable” or “Manager”).

AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 24th, 2006 • Axa Enterprise Funds Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement (“Amendment No. 2”), dated as of July 29, 2005, between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or the “Manager”) and Montag & Caldwell, Inc. Inc., a Georgia corporation (the “Adviser”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 21st, 2007 • Axa Enterprise Funds Trust • Delaware

INVESTMENT MANAGEMENT AGREEMENT (“AGREEMENT”), dated as of October 1, 2007 between AXA Enterprise Funds Trust, a Delaware business trust (“Trust”), and Enterprise Capital Management, Inc., a Georgia corporation (“Enterprise Capital” or “Manager”).

FORM OF AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 22nd, 2005 • Axa Enterprise Funds Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement (“Amendment No. 1”), dated as of [June 3], 2005, between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or the “Manager”) and Montag & Caldwell, Inc. Inc., a Delaware corporation (the “Adviser”).

AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 24th, 2006 • Axa Enterprise Funds Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement (“Amendment No. 1”), dated as of June 3, 2005, between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or the “Manager”) and Montag & Caldwell, Inc. Inc., a Georgia corporation (the “Adviser”).

AMENDMENT NO. 1 TO THE EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 24th, 2006 • Axa Enterprise Funds Trust

Amendment No. 1 to the Expense Limitation Agreement, dated as of December 1, 2005, between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and AXA Enterprise Funds Trust (the “Trust”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 22nd, 2005 • Axa Enterprise Funds Trust • New York

AGREEMENT, dated as of December 2, 2005, by and between AXA Equitable Life Insurance Company, Inc., a New York stock life insurance corporation (“AXA Equitable” or the “Manager”), and Fund Asset Management, L.P. a Delaware limited partnership (the “Adviser”).

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 25th, 2008 • Axa Enterprise Funds Trust

EXPENSE LIMITATION AGREEMENT, effective as of November 28, 2007 by and between AXA Equitable Life Insurance Company (“AXA Equitable” or “Administrator”), Enterprise Capital Management, Inc. (the “Manager”) and AXA Enterprise Funds Trust (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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AMENDMENT NO. 3 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 24th, 2006 • Axa Enterprise Funds Trust

AMENDMENT NO. 3 to the Investment Advisory Agreement (“Amendment No. 3”), dated as of September 3, 2005, between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or the “Manager”) and Montag & Caldwell, Inc., a Georgia corporation (the “Adviser”).

FORM OF AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 22nd, 2005 • Axa Enterprise Funds Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement (“Amendment No. 2”), dated as of [September 3], 2005, between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or the “Manager”) and Montag & Caldwell, Inc. Inc., a Delaware corporation (the “Adviser”).

AMENDMENT NO. 1 TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • December 21st, 2007 • Axa Enterprise Funds Trust

AMENDMENT NO. 1 to the Transfer Agency and Service Agreement (“Amendment No. 1”) dated as of June 25, 2007 between AXA Enterprise Funds Trust (“Fund”) and Boston Financial Data Services (“Transfer Agent”).

AMENDMENT NO. 3 EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 25th, 2008 • Axa Enterprise Funds Trust

AMENDMENT NO. 3 to the Expense Limitation Agreement, dated as of June 25, 2007, between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and AXA Enterprise Funds Trust (“Trust”).

AMENDMENT NO. 1 DISTRIBUTION AGREEMENT
Distribution Agreement • February 25th, 2008 • Axa Enterprise Funds Trust

AMENDMENT NO. 1, dated as of June 25, 2007, (“Amendment No. 1”) to the Distribution Agreement, dated as of June 3, 2005, (“Agreement”) between AXA Enterprise Funds Trust, a Delaware statutory trust (“Trust”) and Enterprise Fund Distributors, Inc., a Delaware corporation (“Distributor”).

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