AMENDMENT NO. 2 TO THE EXPENSE LIMITATION AGREEMENT

Exhibit (h)(2)(xviv)

AMENDMENT NO. 2 TO THE

EXPENSE LIMITATION AGREEMENT

Amendment No. 2 to the Expense Limitation Agreement, dated as of September 9, 2005, between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and EQ Advisors Trust (the “Trust”) (“Amendment No. 2”).

The Manager and Trust hereby agree to modify and amend the Expense Limitation Agreement dated as of July 9, 2004, as amended by Amendment No. 1 dated as of September 9, 2005 (collectively, the “Agreement”) between them as follows:

1. Amendment No. 2 clarifies the fees and expenses eligible for reimbursement by the Manager, sets forth the new maximum annual operating expense limits for the EQ/Xxxxxxx-Xxxxxx High Yield Bond Portfolio, EQ/PIMCO Real Return Portfolio and EQ/Short Duration Bond Portfolio and reflects the current names of each of the portfolios included in the Agreement.

2. Expense Limitation. Paragraph 1.1 of the Agreement:

Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Portfolio in any fiscal year, including but not limited to organizational costs, investment management fees or administration fees of the Manager (but excluding interest, taxes, brokerage commissions, other expenditures that are capitalized in accordance with generally accepted accounting principles, other extraordinary expenses not incurred in the ordinary course of such Portfolio’s business and amounts payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act ) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Manager.

Paragraph 1.3 of the Agreement:

Method of Computation. To determine the Manager’s liability with respect to the Excess Amount, each month the Fund Operating Expenses for each Portfolio shall be annualized as of the last day of the month. If the annualized Fund Operating Expenses for any month of a Portfolio exceed the Maximum Annual Operating Expense Limit of such Portfolio, the Manager shall first waive or reduce its investment management fee for such month by an amount sufficient to reduce the annualized Fund Operating Expenses to an amount no higher than the Maximum Annual Operating Expense Limit. If the amount of the waived or reduced investment management fee for any such month is insufficient to pay the Excess Amount, the Manager shall then waive or reduce its administration fee for such month by an amount sufficient to reduce the annualized Fund Operating Expenses to an amount higher than the Maximum Annual Operating Expense Limit. If the amount of the waived or reduced investment management fee and administration fee for any such month is insufficient to pay the Excess Amount, the Manager may also remit to the appropriate Portfolio or Portfolios an amount that, together with the waived or reduced investment management fee and administration fee, is sufficient to pay such Excess Amount.

3. Reimbursement of Fee Waivers and Expense Reimbursements. Paragraph 2.1 of the Agreement:

Reimbursement. If in any year in which the Management Agreement and Mutual Funds Services Agreement are still in effect, the estimated aggregate Fund Operating Expenses of such Portfolio for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, the Manager shall be entitled to reimbursement by such Portfolio, in whole or in part as provided below, of the investment management fees and administration fees waived or reduced and other payments remitted by the Manager to such Portfolio pursuant to Section 1 hereof. The total amount of reimbursement to which the Manager may be entitled (“Reimbursement Amount”) shall equal, at any time, the sum of all investment management fees and administration fees previously waived or reduced by the Manager and all other payments remitted by the Manager to the Portfolio, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Portfolio to the Manager, pursuant to Section 2.2 hereof, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

4. Term and Termination of Agreement. Paragraph 3 of the Agreement:

This Agreement shall continue in effect with respect to all Portfolios until April 30, 2007 and shall thereafter continue in effect with respect to each Portfolio from year to year provided such continuance is specifically approved by both a majority of the Trustees of the Trust who (1) are not “interested persons” of the Trust or any other party to this Agreement, as defined in the 1940 Act, and (ii) have no direct or indirect financial interest in the operation of this Agreement (“Non-Interested Trustees”) and the Manager. This Agreement shall terminate automatically upon the termination of the Management Agreement or Mutual Fund Services Agreement; provided, however, that a Portfolio’s obligation to reimburse the Manager as described above, will survive the termination of this Agreement unless the Trust and the Manager agree otherwise.

5. Miscellaneous. Paragraph 4.3 of the Agreement:

Definitions. Any question or interpretation of any term or provision of this Agreement, including but not limited to, the investment management fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Management Agreement, the Mutual Fund Services Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Management Agreement, Mutual Fund Services Agreement or the 1940 Act.

6. Schedule A. Schedule A to the Agreement, which sets forth the Portfolios of the Trust, is hereby replaced in its entirety by Amendment No. 2 to Schedule A attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 1 as of the date first above set forth.

EQ ADVISORS TRUST						AXA EQUITABLE LIFE INSURANCE COMPANY
By:		/s/ Xxxxxxx X. Xxxxxxxxx				By:		/s/ Xxxxxx X. Xxxxx
		Xxxxxxx X. Xxxxxxxxx						Xxxxxx X. Xxxxx
		Chief Financial Officer						Senior Vice President

AMENDMENT NO. 2

SCHEDULE A

MAXIMUM ANNUAL OPERATING EXPENSE LIMITS

This Agreement relates to the following Portfolios of the Trust:

Name of Portfolio		Maximum Annual Operating Expense Limit
EQ/Boston Advisors Equity Income Portfolio		0.80%
EQ/TCW Equity Portfolio		0.90%
EQ/UBS Growth and Income Portfolio		0.80%
EQ/Montag & Xxxxxxxx Growth Portfolio		0.90%
EQ/Xxxxxxx-Xxxxxx High-Yield Bond Portfolio		0.75%
EQ/International Growth Portfolio		1.30%
EQ/GAMCO Mergers and Acquisitions Portfolio		1.20%
EQ/Short Duration Bond Portfolio		0.60%
EQ/Bear Xxxxxxx Small Company Growth Portfolio		1.05%
EQ/GAMCO Small Company Value Portfolio		1.05%
EQ/PIMCO Real Return Portfolio		0.65%
EQ/Government Securities Portfolio		0.75%
EQ/Intermediate Term Bond Portfolio		0.75%
EQ/Long Term Bond Portfolio		0.75%
EQ/Enterprise Moderate Allocation Portfolio (formerly, EQ/Managed Portfolio)		0.10%