0001193125-09-091760 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2009 • Eq Advisors Trust • New York

AGREEMENT, dated as of January 8, 2009, 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”).

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AMENDMENT NO. 10 TO THE MUTUAL FUNDS SERVICE AGREEMENT
Mutual Funds Service Agreement • April 29th, 2009 • Eq Advisors Trust

AMENDMENT NO. 10 to the Mutual Funds Service Agreement dated as of May 1, 2009, 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. 10”).

AMENDMENT NO. 2 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC - CLASS IB SHARES
Distribution Agreement • April 29th, 2009 • Eq Advisors Trust

AMENDMENT NO. 2 to the Distribution Agreement (“Amendment No. 2”), dated as of May 1, 2009 between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

AMENDMENT NO. 2 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC - CLASS IA SHARES
Distribution Agreement • April 29th, 2009 • Eq Advisors Trust

AMENDMENT NO. 2 to the Distribution Agreement (“Amendment No. 2”), dated as of May 1, 2009 between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

EQ ADVISORS TRUST AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2009 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of May 1, 2009 (“Amendment No. 2”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and SSgA Funds Management, Inc. (“SSgA” or “Adviser”).

AMENDMENT NO. 2 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2009 • Eq Advisors Trust

AMENDMENT NO. 2, dated as of May 1, 2009 (“Amendment No. 2”), to the Second Amended and Restated Investment Advisory Agreement, dated as of August 1, 2006, (“Agreement”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”), and Morgan Stanley Investment Management Inc., a Delaware corporation (“Adviser”).

AMENDMENT NO. 7 EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 29th, 2009 • Eq Advisors Trust

Amendment No. 7 to the Expense Limitation Agreement, dated as of May 1, 2009, between AXA Equitable Life Insurance Company (“Manager”) and EQ Advisors Trust (“Trust”) (“Amendment No. 7”).

FORM OF EQ ADVISORS TRUST AMENDMENT NO. 2 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2009 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement dated as of May 1, 2009 (“Amendment No. 2”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Templeton Global Advisors Limited, a Bahamian corporation (“Adviser”).

FORM OF EQ ADVISORS TRUST AMENDMENT NO. 2 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2009 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement dated as of May 1, 2009 (“Amendment No. 2”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Franklin Advisers, Inc., a corporation organized under the laws of the State of California (“Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 5 TO THE SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2009 • Eq Advisors Trust

AMENDMENT NO. 5 to the Second Amended and Restated Investment Advisory Agreement effective as of April 1, 2009 (“Amendment No. 5”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and AllianceBernstein L.P. (“Alliance” or “Adviser”).

FORM OF EQ ADVISORS TRUST AMENDMENT NO. 2 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2009 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement dated as of May 1, 2009 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”).

FORM OF EQ ADVISORS TRUST AMENDMENT NO. 2 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2009 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement dated as of May 1, 2009 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Franklin Advisory Services, LLC, a Delaware limited liability company (“Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 3 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2009 • Eq Advisors Trust

AMENDMENT NO. 3 to the Investment Advisory Agreement dated as of April 1, 2009 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 (“BlackRock or Adviser”).

AMENDMENT NO. 15 AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 29th, 2009 • Eq Advisors Trust

Amendment No. 15, effective as of May 1, 2009 (“Amendment No. 15”) 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”).

AMENDMENT NO. 2 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA ADVISORS, LLC - CLASS IA SHARES
Distribution Agreement • April 29th, 2009 • Eq Advisors Trust

AMENDMENT NO. 2 to the Distribution Agreement (“Amendment No. 2”), dated as of May 1, 2009 between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

AMENDMENT NO. 5 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 29th, 2009 • Eq Advisors Trust

Amendment No. 5 to the Investment Management Agreement, effective as of May 1, 2009, 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”) (“Amendment No. 5”).

EQ ADVISORS TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2009 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of May 1, 2009 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and 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”).

FORM OF EQ ADVISORS TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2009 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of May 1, 2009 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Franklin Mutual Advisers, LLC, a Delaware limited liability company (“Adviser”).

FORM OF EQ ADVISORS TRUST AMENDMENT NO. 2 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2009 • Eq Advisors Trust

AMENDMENT NO. 2 to the Second Amended and Restated Investment Advisory Agreement dated as of May 1, 2009 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. 2 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA ADVISORS, LLC - CLASS IB SHARES
Distribution Agreement • April 29th, 2009 • Eq Advisors Trust

AMENDMENT NO. 2 to the Distribution Agreement (“Amendment No. 2”), dated as of May 1, 2009 between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

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