0001193125-09-029347 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 13th, 2009 • Eq Advisors Trust • New York

AGREEMENT, dated as of September 28, 2008, by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), and Montag & Caldwell, Inc., a Georgia corporation (“Adviser”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 13th, 2009 • Eq Advisors Trust • New York

AGREEMENT, dated as of October 28, 2008, by and among AXA Equitable Life Insurance, a New York stock life insurance corporation (the “Manager”), Evergreen Investment Management Company, LLC (“Evergreen”), a limited liability company organized under the laws of the State of Delaware, and First International Advisors, LLC d/b/a Evergreen International Advisors, a Delaware limited liability company (“Evergreen International” and together with Evergreen, the “Advisers”).

AMENDMENT NO. 5 EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 13th, 2009 • Eq Advisors Trust

Amendment No. 5 to the Expense Limitation Agreement, dated as of July 6, 2007, between AXA Equitable Life Insurance Company (“Manager”) and EQ Advisors Trust (“Trust”) (“Amendment No. 5”).

EQ ADVISORS TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of May 1, 2008 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Marsico Capital Management, LLC, a Delaware limited liability company (“Adviser”).

AMENDMENT NO. 13 AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 13th, 2009 • Eq Advisors Trust

Amendment No. 13, dated December 1, 2008 (“Amendment No. 13”) to the Amended and Restated Investment Management Agreement, dated as of May 1, 2000, as amended by previous Amendment Nos. 1 through 12 (“Agreement”), between EQ Advisors Trust, a Delaware statutory trust (“Trust”) and AXA Equitable Life Insurance Company, a New York stock life insurance company (“AXA Equitable” or “Manager”).

EQ ADVISORS TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of May 1, 2008 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Marsico Capital Management, LLC, a Delaware limited liability company (“Adviser”).

AMENDMENT NO. 10 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA ADVISORS, LLC – CLASS IB SHARES
Distribution Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 10 to the Amended and Restated Distribution Agreement (“Amendment No. 10”), dated as of May 1, 2008, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

AMENDMENT NO. 10 AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • February 13th, 2009 • Eq Advisors Trust

Amendment No. 10 dated as of May 1, 2008 (“Amendment No. 10”), to the Amended and Restated Global Custody Agreement, dated as of February 1, 2002, as amended (“Agreement”), by and between EQ Advisors Trust (“Trust”) and JPMorgan Chase Bank (“JPMorgan”).

AMENDMENT NO. 12 AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 13th, 2009 • Eq Advisors Trust

Amendment No. 12, dated May 1, 2008 (“Amendment No. 12”) to the Amended and Restated Investment Management Agreement, dated as of May 1, 2000, as amended (“Agreement”), between EQ Advisors Trust, a Delaware statutory trust (“Trust”) and AXA Equitable Life Insurance Company, a New York stock life insurance company (“AXA Equitable” or “Manager”).

EQ ADVISORS TRUST AMENDMENT NO. 4 TO THE SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 4 to the Second Amended and Restated Investment Advisory Agreement effective as of January 15, 2009 (“Amendment No. 4”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and AllianceBernstein L.P. (“Alliance” or “Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 2 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement dated as of May 1, 2008 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Institutional Capital, LLC, a limited liability corporation organized under the state of Delaware (“Adviser”).

AMENDMENT NO. 10 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA ADVISORS, LLC – CLASS IA SHARES
Distribution Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 10 to the Amended and Restated Distribution Agreement (“Amendment No. 10”), dated as of May 1, 2008, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

AMENDMENT NO. 12 FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 13th, 2009 • Eq Advisors Trust

Amendment No. 12 to the Fourth Amended and Restated Expense Limitation Agreement, dated as of May 1, 2008, between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and EQ Advisors Trust (the “Trust”) (“Amendment No. 12”).

AMENDMENT NO. 10 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IB SHARES
Distribution Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 10 to the Amended and Restated Distribution Agreement (“Amendment No. 10”), dated as of May 1, 2008, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

EQ ADVISORS TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of July 1, 2008 between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and BlackRock Financial Management, Inc., a corporation organized under the laws of the State of Delaware (“Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 2 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement dated as of July 1, 2008 between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and BlackRock Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (“Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of May 1, 2008 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Wellington Management Company, LLP, a limited liability partnership organized under the laws of the Commonwealth of Massachusetts (“Adviser”).

AMENDMENT NO. 10 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IA SHARES
Distribution Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 10 to the Amended and Restated Distribution Agreement (“Amendment No. 10”), dated as of May 1, 2008, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

AMENDMENT NO. 9 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • February 13th, 2009 • Eq Advisors Trust

Amendment No. 9, dated as of May 1, 2008 (“Amendment No. 9”), to the Amended and Restated Participation Agreement, dated as of July 15, 2002, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), AXA Equitable Life Insurance Company, AXA Distributors, LLC and AXA Advisors, LLC (collectively, the “Parties”).

AMENDMENT NO. 8 TO THE MUTUAL FUNDS SERVICE AGREEMENT
Mutual Funds Service Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 8 to the Mutual Funds Service Agreement dated as of December 1, 2008, between EQ Advisors Trust, a Delaware statutory trust (“Trust”) and AXA Equitable Life Insurance Company (“AXA Equitable”), a New York corporation (“AXA Equitable” or “Administrator”) (“Amendment No. 8”).

EQ ADVISORS TRUST AMENDMENT NO. 2 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 2 to the Second Amended and Restated Investment Advisory Agreement dated as of January 15, 2009 between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and JPMorgan Investment Management Inc., a Delaware corporation (“Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of June 22, 2007 (“Amendment No. 1”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Institutional Capital LLC, a limited liability corporation organized under the laws of the State of Delaware (“ICAP” or “Adviser”).

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EQ ADVISORS TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of May 1, 2008 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Wentworth, Hauser and Violich, Inc., a Washington corporation (“Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 2 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement dated as of July 1, 2008 between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and BlackRock Investment Management International Limited, a company incorporated under the laws of England (“Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of May 1, 2008 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Mellon Capital Management Corporation (f/k/a Mellon Equity Associates, LLP), a Delaware Corporation (“Adviser”).

AMENDMENT NO. 11 AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • February 13th, 2009 • Eq Advisors Trust

Amendment No. 11 dated as of July 1, 2008 (“Amendment No. 11”), to the Amended and Restated Global Custody Agreement, dated as of February 1, 2002, as amended (“Agreement”), by and between EQ Advisors Trust (“Trust”) and JPMorgan Chase Bank (“JPMorgan”).

EQ ADVISORS TRUST AMENDMENT NO. 1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 1 to the Second Amended and Restated Investment Advisory Agreement dated as of July 1, 2008 between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Pacific Investment Management Company LLC, a limited liability company organized under the laws of the State of Delaware (“Adviser”).

AMENDMENT NO. 6 EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 13th, 2009 • Eq Advisors Trust

Amendment No. 6 to the Expense Limitation Agreement, dated as of September 1, 2008, between AXA Equitable Life Insurance Company (“Manager”) and EQ Advisors Trust (“Trust”) (“Amendment No. 6”).

AMENDMENT NO. 7 TO THE MUTUAL FUNDS SERVICES AGREEMENT
Mutual Funds Services Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 7 to the Mutual Fund Services Agreement dated as of May 1, 2008, between EQ Advisors Trust, a Delaware statutory trust (“Trust”) and AXA Equitable Life Insurance Company (“AXA Equitable”), a New York stock life insurance company (“AXA Equitable” or “Administrator”) (“Amendment No. 7”).

AMENDMENT NO. 13 FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 13th, 2009 • Eq Advisors Trust

Amendment No. 13 to the Fourth Amended and Restated Expense Limitation Agreement, effective as of September 1, 2008, between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and EQ Advisors Trust (the “Trust”) (“Amendment No. 13”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of January 1, 2009 (“Amendment No. 1”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and SSgA Funds Management, Inc. (“SSgA” or “Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 3 to the Second Amended and Restated Investment Advisory Agreement effective as of December 1, 2008 (“Amendment No. 3”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and AllianceBernstein L.P. (“Alliance” or “Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 13th, 2009 • Eq Advisors Trust

AMENDMENT NO. 1 to the Second Amended and Restated Investment Advisory Agreement dated as of July 1, 2008 between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and JPMorgan Investment Management, Inc., a Delaware corporation (“Adviser”).

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