0001193125-04-221641 Sample Contracts

AMENDED AND RESTATED DISTRIBUTION AGREEMENT between AXA ENTERPRISE MULTIMANAGER FUNDS TRUST and AXA DISTRIBUTORS, LLC (Applicable to Class A, Class B, Class C, Class P and Class Y Shares)
Distribution Agreement • December 30th, 2004 • AXA Enterprise Multimanager Funds Trust

THIS AMENDED AND RESTATED AGREEMENT made this 10th day of December, 2004, by and between AXA ENTERPRISE MULTIMANAGER TRUST, a Delaware statutory trust (the “Trust”), with respect to the series of beneficial interest set forth on Appendix A to this Amended and Restated Agreement, and any applicable classes thereof, (each a “Fund”, collectively, the “Funds”), and AXA DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

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DISTRIBUTION AGREEMENT between AXA ENTERPRISE MULTIMANAGER FUNDS TRUST and ENTERPRISE FUND DISTRIBUTORS, INC. (Applicable to Class A, Class B, Class C, Class P and Class Y Shares)
Distribution Agreement • December 30th, 2004 • AXA Enterprise Multimanager Funds Trust

THIS AGREEMENT made this 10th day of December, 2004, by and between AXA ENTERPRISE MULTIMANAGER 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 FUND DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 30th, 2004 • AXA Enterprise Multimanager Funds Trust • Delaware

AGREEMENT, dated as of December 17, 2004, by and between AXA Equitable Life Insurance Company, a New York stock life insurance company (“Equitable” or the “Manager”), and J.P. Morgan Investment Management Inc., a Delaware corporation (the “Adviser”).

FORM OF AMENDMENT NO. 1 AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 30th, 2004 • AXA Enterprise Multimanager Funds Trust

AMENDMENT NO. 1 to the Amended and Restated Expense Limitation Agreement, dated as of January 3, 2005, between AXA Equitable Life Insurance Company (“Equitable” or the “Manager”) and AXA Enterprise Multimanager Funds Trust (“Trust”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 30th, 2004 • AXA Enterprise Multimanager Funds Trust • Delaware

INVESTMENT MANAGEMENT AGREEMENT (“AGREEMENT”), dated as of December 17, 2004, between the AXA Enterprise Multimanager Funds Trust, a Delaware statutory trust (“Trust”), and AXA Equitable Life Insurance Company, a New York Stock life insurance company (“Equitable” or “Manager”).

FORM OF AMENDMENT NO. 1 TO CUSTODIAN AGREEMENT
Custodian Agreement • December 30th, 2004 • AXA Enterprise Multimanager Funds Trust

Amendment No. 1, dated as of January 3, 2005 (“Amendment”), to the Custodian Agreement dated as of December 31, 2001 (“Agreement”) by and between AXA Enterprise Multimanager Funds Trust and The JPMorgan Chase Bank.

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