0001193125-06-023747 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 8th, 2006 • Eq Advisors Trust • New York

AGREEMENT, dated as of September 30, 2005, by and between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or the “Manager”), and Legg Mason Capital Management, Inc., a Maryland corporation (“Adviser”).

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 8th, 2006 • Eq Advisors Trust

EXPENSE LIMITATION AGREEMENT, effective as of July 9, 2004 by and between The Equitable Life Assurance Society of the United States (the “Manager”) and EQ Advisors Trust (the “Trust”), on behalf of each portfolio of the Trust set forth in Schedule A attached hereto (each, a “Portfolio”, and collectively, the “Portfolios”).

AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 8th, 2006 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement (“Amendment No. 1”), dated as of September 30, 2005, between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or the “Manager”) and Evergreen Investment Management Company, LLC, a Delaware corporation (the “Adviser”).

AMENDMENT NO. 3 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 8th, 2006 • Eq Advisors Trust

AMENDMENT NO. 3, dated as of September 9, 2005 to the Investment Advisory Agreement between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and Boston Advisors, Inc., a Massachusetts corporation (the “Adviser”) (“Amendment No. 3”).

AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 8th, 2006 • Eq Advisors Trust

AMENDMENT NO. 2, dated as of June 16, 2005 (“Amendment No. 2”), to the Investment Advisory Agreement dated as of July 9, 2004, between AXA Equitable Life Insurance Company (formerly, The Equitable Life Assurance Society of the United States (“AXA Equitable” or the “Manager”) and Boston Advisors, Inc., a Massachusetts corporation (the “Adviser”).

AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 8th, 2006 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement (“Amendment No. 1”), dated as of December 1, 2005, between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or the “Manager”) and Pacific Investment Management Company LLC (“PIMCO”), a limited liability company organized under the laws of the State of Delaware (the “Adviser”).

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 8th, 2006 • Eq Advisors Trust

AMENDMENT NO. 1, dated as of May 1, 2005 (“Amendment No. 1”), to the Amended and Restated Investment Advisory Agreement dated as of July 31, 2003, between AXA Equitable Life Insurance Company (formerly, The Equitable Life Assurance Society of the United States), a New York corporation (“AXA Equitable” or the “Manager”) and Morgan Stanley Investment Management Inc., a Delaware corporation (the “Adviser”).

AMENDMENT NO. 5 TO THE AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • February 8th, 2006 • Eq Advisors Trust

Amendment No. 5, dated as of September 30, 2005 (“Amendment No. 5”), to the Amended and Restated Participation Agreement dated as of July 15, 2002 (“Agreement”) as amended by Amendment No. 1 dated as of May 2, 2003, Amendment No. 2 dated as of July 9, 2004, Amendment No. 3 dated October 1, 2004 and Amendment No. 4 dated May 1, 2005 (collectively, the “Amendments”), by and among EQ Advisors Trust, AXA Equitable Life Insurance Company, AXA Distributors, LLC and AXA Advisors, LLC (collectively, the “Parties”).

AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 8th, 2006 • Eq Advisors Trust

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

AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 8th, 2006 • Eq Advisors Trust

Amendment No. 2 to the Investment Management Agreement, dated as of January 1, 2006, 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”).

AMENDMENT NO. 6 TO THE FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 8th, 2006 • Eq Advisors Trust

Amendment No. 6 to the Fourth Amended and Restated Expense Limitation Agreement, dated as of October 1, 2005, between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and EQ Advisors Trust (the “Trust”).

AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 8th, 2006 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement (“Amendment No. 1”), dated as of December 1, 2005, between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or the “Manager”) and UBS Global Asset Management (Americas) Inc., a Delaware corporation (the “Adviser”).

AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 8th, 2006 • Eq Advisors Trust

AMENDMENT NO. 1, dated as of December 1, 2004 (“Amendment No. 1”), to the Investment Advisory Agreement dated as of July 9, 2004, between AXA Equitable Life Insurance Company (formerly, The Equitable Life Assurance Society of the United States (“AXA Equitable” or the “Manager”) and Boston Advisors, a Massachusetts corporation (the “Adviser”).

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 8th, 2006 • Eq Advisors Trust

AMENDMENT NO. 3 to the Amended and Restated Investment Advisory Agreement (“Amendment No. 3”), dated as of July 25, 2005, between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or the “Manager”) and Massachusetts Financial Services Company (dba MFS Investment Management), a Delaware corporation (the “Adviser”).

FORM OF AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 8th, 2006 • Eq Advisors Trust

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 & Caldwell, Inc., a Georgia corporation (the “Adviser”).

AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 8th, 2006 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement (“Amendment No. 1”), dated as of December 1, 2005, between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or the “Manager”) and TCW Investment Management Company, a California corporation (the “Adviser”).

AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 8th, 2006 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement (“Amendment No. 1”), dated as of December 1, 2005, between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or the “Manager”) and Caywood-Scholl Capital Management, a Delaware limited liability company (the “Adviser”).

AMENDMENT NO. 2 TO THE MUTUAL FUNDS SERVICES AGREEMENT
Mutual Funds Services Agreement • February 8th, 2006 • Eq Advisors Trust

AMENDMENT NO. 2 to the Mutual Fund Services Agreement dated as of May 1, 2006, 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. 2”).

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