0001193125-04-221694 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 30th, 2004 • Axa Enterprise Funds Trust • New York

AGREEMENT, dated as of [insert date], by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), and [insert Adviser’s name], [insert type of entity] (the “Adviser”).

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

THIS AGREEMENT made this day of , , by and between AXA ENTERPRISE 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 Georgia corporation (the “Distributor”).

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FORM OF EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 30th, 2004 • Axa Enterprise Funds Trust

EXPENSE LIMITATION AGREEMENT, effective as of [insert date] by and between AXA Equitable Life Insurance Company (the “Manager”) and AXA Enterprise Funds Trust (the “Trust”), on behalf of each series of the Trust set forth in Schedule A attached hereto (each, a “Fund”, and collectively, the “Funds”).

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FORM OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 30th, 2004 • Axa Enterprise Funds Trust • Delaware

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

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FORM OF TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN AXA ENTERPRISE FUNDS TRUST AND STATE STREET BANK AND TRUST COMPANY
Agency and Service Agreement • December 30th, 2004 • Axa Enterprise Funds Trust • Massachusetts

AGREEMENT made as of the of , , by and between AXA ENTERPRISE FUNDS TRUST, a Delaware statutory trust, having its principal office and place of business at 1290 Avenue of the Americas, New York, New York 10104 (the “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Transfer Agent”).

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AGREEMENT AND DECLARATION OF TRUST OF AXA ENTERPRISE FUNDS TRUST a Delaware Statutory Trust
Enterprise Funds Trust • December 30th, 2004 • Axa Enterprise Funds Trust • Delaware

THIS AGREEMENT AND DECLARATION OF TRUST is made and entered into as of the date set forth below by the Trustees named hereunder for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth.

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FORM OF GLOBAL CUSTODY AGREEMENT
Form of Global Custody Agreement • December 30th, 2004 • Axa Enterprise Funds Trust • New York

This AGREEMENT is effective and is between JPMORGAN CHASE BANK (“Bank”) and AXA Enterprise Funds Trust (“AXA Enterprise”) on behalf of each of the funds (each a “Fund”) designated on Schedule B (each individually, the “Customer”).

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FORM OF MUTUAL FUNDS SERVICE AGREEMENT TRUST ADMINISTRATION AND COMPLIANCE SERVICES TRUST ACCOUNTING SERVICES AXA EQUITABLE LIFE INSURANCE COMPANY [INSERT DATE]
Funds Service Agreement • December 30th, 2004 • Axa Enterprise Funds Trust • New York
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