FORM OF AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT

Exhibit (d)(32)(ii)

FORM OF

AMENDMENT NO. 2

TO THE

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 2 to the Investment Advisory Agreement (“Amendment No. 2”), dated as of December 1, 2005, between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or the “Manager”) and Montag & Xxxxxxxx, Inc., a Georgia corporation (the “Adviser”).

AXA Equitable and the Adviser agree to modify the Investment Advisory Agreement, dated as of July 9, 2004, as amended by Amendment No. 1, dated as of December 13, 2004, (together, the “Agreement”) as follows:

1. Terminated Fund. The Manager hereby terminates the appointment of Montag & Xxxxxxxx, Inc. as the Investment Adviser of EQ/Enterprise Multi-Cap Growth Portfolio.

2. Appendix A. Appendix A to the Agreement, setting forth the Portfolio(s) of the Trust for which the Adviser is appointed as the investment adviser and the fees payable to the Adviser with respect to the Portfolio is hereby replaced in its entirety by Appendix A attached hereto.

3. Ratification. 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. 2 as of the date first above set forth.

AXA EQUITABLE LIFE INSURANCE COMPANY				MONTAG & XXXXXXXX, INC
BY:				By:
		Xxxxxx X. Xxxxx		Name:
		Senior Vice President		Title:

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APPENDIX A

AMENDMENT NO. 2 TO THE

INVESTMENT ADVISORY AGREEMENT

Portfolios		Advisory Fee
EQ/Montag & Xxxxxxxx Growth Portfolio		0.30% of the Portfolio’s daily net assets up to and including $1 billion; and 0.20% of the Portfolio’s average daily net assets in excess of $1 billion.

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