485BXT 1 d485bxt.htm EQ ADVISORS TRUST EQ Advisors Trust

Registration Nos. 333-17217 and 811-07953

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 2008

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933    ¨  
Pre-Effective Amendment No.    ¨  
Post-Effective Amendment No. 60    x  
and/or   
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940    ¨  
Amendment No. 63    x  

(Check appropriate box or boxes)

EQ ADVISORS TRUST

(formerly 787 Trust)

(Exact name of registrant as specified in charter)

1290 Avenue of the Americas

New York, New York 10104

(Address of principal executive offices)

Registrant’s Telephone Number, including area code: (212) 554-1234

Patricia Louie, Esq.

Vice President and

Associate General Counsel

AXA Equitable Life Insurance Company

1290 Avenue of the Americas

New York, New York 10104

(Name and address of agent for service)

Please send copies of all communications to:

Clifford J. Alexander, Esq.

Mark C. Amorosi, Esq.

K&L Gates LLP

1601 K Street, N.W.

Washington, D.C. 20006

Approximate Date of Proposed Public Offering: Effective Date of this Post-Effective Amendment.

It is proposed that this filing will become effective:

 

¨ immediately upon filing pursuant to paragraph (b)

 

x on (October 29, 2008) pursuant to paragraph (b)

 

¨ 60 days after filing pursuant to paragraph (a)

 

¨ on (date) pursuant to paragraph (a) of Rule 485

 

¨ 75 days after filing pursuant to paragraph (a)

if appropriate, check the following box:

 

x This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

 

 


EQ ADVISORS TRUST

CONTENTS OF REGISTRATION STATEMENT

This registration statement is comprised of the following:

Cover Sheet

Contents of Registration Statement

 

  Part A   – Master Prospectus of EQ Advisors Trust *

Supplement to the Class IA and Class IB Master Prospectus of EQ Advisors Trust, dated May 1, 2008, with respect to the EQ/All Cap Index Portfolio, the EQ/Large Cap Growth Index Portfolio, and the EQ/Large Cap Value Index Portfolio.**

 

  Part B   – Statement of Additional Information for each Portfolio of EQ Advisors Trust, except the Crossings Allocation Portfolios **

 

  Part C   – Other Information

Signature Page

Exhibits

 

* Incorporated by reference to Post-Effective Amendment No. 58 to the Registration Statement on Form N-1A of EQ Advisors Trust (File Nos.: 333-17217 and 811-07953), as filed with the U.S. Securities and Exchange Commission on April 1, 2008.

 

** Incorporated by reference to Post-Effective Amendment No. 59 to the Registration Statement on Form N-1A of EQ Advisors Trust (File Nos.: 333-17217 and 811-07953), as filed with the U.S. Securities and Exchange Commission on July 16, 2008


PART C: OTHER INFORMATION

 

Item 23. Exhibits

 

(a)(1)

   Agreement and Declaration of Trust.1

(a)(2)

   Amended and Restated Agreement and Declaration of Trust.2

(a)(2)(i)

   Amendment No. 1 to the Amended and Restated Agreement and Declaration of Trust.17

(a)(2)(ii)

   Amendment No. 2 to the Amended and Restated Agreement and Declaration of Trust.23

(a)(3)

   Certificate of Trust.1

(a)(4)

   Certificate of Amendment to the Certificate of Trust.2

(b)(1)(i)

   By-Laws.1

(c)(1)(ii)

   None, other than Exhibits (a)(2) and (b)(1)(i).

(d)

   Investment Advisory Contracts

(d)(1)(i)

   Investment Management Agreement between EQ Advisors Trust (“Trust”) and EQ Financial Consultants, Inc. (“EQFC”) dated April 14, 1997.4

(d)(1)(ii)

   Amendment No. 1, dated December 9, 1997, to Investment Management Agreement between the Trust and EQFC dated April 14, 1997.7

(d)(1)(iii)

   Amendment No. 2, dated as of December 31, 1998, to Investment Management Agreement between the Trust and EQFC dated April 14, 1997.11

(d)(1)(iv)

   Form of Amendment No. 3, dated as of April 30, 1999, to Investment Management Agreement between the Trust and EQFC.11

(d)(1)(v)

   Form of Amendment No. 4, dated as of August 30, 1999, to Investment Management Agreement between the Trust and EQFC.12

(d)(1)(vi)

   Amended and Restated Investment Management Agreement, dated as of May 1, 2000, between the Trust and AXA Equitable Life Insurance Co. (formerly known as The Equitable Life Assurance Society of the United States) (“AXA Equitable”). 15

(d)(1)(vii)

   Revised Amendment No. 1, dated as of September 1, 2000, to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000.17

(d)(1)(viii)

   Amendment No. 2, dated as of September 1, 2001, to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000.20

(d)(1)(ix)

   Amendment No. 3, dated as of November 22, 2002 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000.23

 

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(d)(1)(x)

   Amendment No. 4, dated as of May 2, 2003 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000.26

(d)(1)(xi)

   Investment Management Agreement dated April 1, 2004 between the Trust and AXA Equitable with respect to the EQ/Enterprise Capital Appreciation Portfolio, EQ/Enterprise Deep Value Portfolio, EQ/MONY Equity Growth Portfolio, EQ/Enterprise Equity Income Portfolio, EQ/MONY Equity Income Portfolio, EQ/Enterprise Equity Portfolio, EQ/Enterprise Global Socially Responsive Portfolio, EQ/Enterprise Growth and Income Portfolio, EQ/Enterprise Growth Portfolio, EQ/Enterprise Mergers and Acquisitions Portfolio, EQ/Enterprise Multi-Cap Growth Portfolio, EQ/Enterprise Small Company Growth Portfolio, EQ/Enterprise Small Company Value Portfolio, EQ/Enterprise International Growth Portfolio, EQ/MONY Government Securities Portfolio, EQ/Enterprise High-Yield Bond Portfolio, EQ/MONY Intermediate Term Bond Portfolio, EQ/MONY Long Term Bond Portfolio, EQ/MONY Money Market Portfolio, EQ/Enterprise Short Duration Bond Portfolio, EQ/Enterprise Total Return Portfolio, EQ/MONY Diversified Portfolio and EQ/Enterprise Managed Portfolio (collectively, the “MONY Portfolios”).34

(d)(1)(xii)

   Amendment No. 5 dated July 8, 2004 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000.31

(d)(1)(xiii)

   Amendment No. 6 dated October 25, 2004 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000.31

(d)(1)(xiv)

   Amendment No. 7 dated May 1, 2005 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000.33

(d)(1)(xv)

   Amendment No. 1 dated as of September 9, 2005 to the Investment Management Agreement between the Trust and AXA Equitable dated April 1, 2004 with respect to the MONY Portfolios.36

(d)(1)(xvi)

   Amendment No. 8 dated September 30, 2005 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000. 37

(d)(1)(xvii)

   Amendment No. 2 dated January 1, 2006, to the Investment Management Agreement between the Trust and AXA Equitable dated April 1, 2004 with respect to the MONY Portfolios. 38

(d)(1)(xviii)

   Amendment No. 9 dated August 1, 2006 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000. 41

(d)(1)(xix)

   Amendment No. 3 dated August 1, 2006 to the Investment Management Agreement between the Trust and AXA Equitable dated April 1, 2004 with respect to the MONY Portfolios. 41

(d)(1)(xx)

   Amendment No. 10 dated May 1, 2007 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000. 45

(d)(1)(xxi)

   Investment Management Agreement dated May 1, 2007 between the Trust and AXA Equitable with respect to the EQ/Franklin Templeton Founding Strategy Portfolio. 45

(d)(1)(xxii)

   Amendment No. 11 dated July 11, 2007 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000. 46

 

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(d)(1)(xxiii)

   Amendment No. 4 dated July 11, 2007 to the Investment Management Agreement between the Trust and AXA Equitable dated April 1, 2004 with respect to the MONY Portfolios. 46

(d)(1)(xxiv)

   Amendment No. 1 dated January 1, 2008 to the Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2007. 47

(d)(1)(xxv)

   Amendment No. 12 dated May 1, 2008 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000. (to be filed by amendment)

(d)(1)(xxvi)

   Form of Amendment No. 13 dated _____________, 2008 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000. 50

(d)(2)

   Investment Advisory Agreement between EQFC and T. Rowe Price Associates, Inc. dated April 1997.4

(d)(3)

   Investment Advisory Agreement between EQFC and Rowe Price-Fleming International, Inc. dated April 1997.4

(d)(3)(i)

   Investment Advisory Agreement between AXA Equitable and T. Rowe Price International, Inc. dated August 8, 2000.17

(d)(3)(ii)

   Investment Advisory Agreement between AXA Equitable and T. Rowe Price Associates, Inc. (“T. Rowe Price”) with respect to the EQ/T. Rowe Price Growth Stock Portfolio dated July 2, 2007. 48

(d)(3)(iii)

   Amendment No. 1 dated November 27, 2007 to the Investment Advisory Agreement between AXA Equitable and T. Rowe Price dated July 2, 2007. 48

(d)(4)

   Investment Advisory Agreement between EQFC and Putnam Investment Management, Inc. dated April 28, 1997.4

(d)(4)(i)

   Amendment No. 1, dated as of May 21, 2001, to Investment Advisory Agreement between AXA Equitable and Putnam Investment Management, Inc. dated April 28, 1997.20

(d)(4)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Putnam Investment Management, Inc. dated August 1, 2002.23

(d)(4)(iii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Putnam Investment Management, LLC (“Putnam”) dated July 31, 2003.26

(d)(4)(iv)

   Amendment No. 1, dated as of December 12, 2003, to Investment Advisory Agreement between AXA Equitable and Putnam dated July 31, 2003.26

(d)(5)(i)

   Investment Advisory Agreement between EQFC and Massachusetts Financial Services Company (“MFS”) dated April 1997.4

(d)(5)(ii)

   Amendment No. 1, dated as of December 31, 1998, to Investment Advisory Agreement by and between EQFC and MFS dated April 1997.11

 

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(d)(5)(iii)

   Amendment No. 2, dated as of May 1, 2000, to Investment Advisory Agreement between AXA Equitable and MFS dated April 1997.14

(d)(5)(iv)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and MFS (dba MFS Investment Management) (“MFSIM”) dated July 10, 2002.23

(d)(5)(v)

   Amendment No. 1 dated November 22, 2002, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and MFSIM dated July 10, 2002.23

(d)(5)(vi)

   Amendment No. 2, dated August 18, 2003, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and MFSIM dated July 10, 2002.26

(d)(5)(vii)

   Amendment No. 3, dated July 25, 2005 to the Amended and Restated Investment Advisory Agreement between AXA Equitable and MFSIM dated July 10, 2002. 38

(d)(5)(viii)

   Second Amended and Restated Investment Advisory Agreement between AXA Equitable and MFSIM dated as of August 1, 2006. 44

(d)(5)(ix)

   Amendment No. 1, dated May 25, 2007 to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and MFSIM dated as of August 1, 2006. 48

(d)(6)

   Investment Advisory Agreement between EQFC and Morgan Stanley Asset Management Inc. (“Morgan Stanley”) dated April 1997.4

(d)(6)(i)

   Amendment No. 1, dated as of April 1, 2001, to Investment Advisory Agreement between AXA Equitable and Morgan Stanley dated April 1997.20

(d)(6)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Morgan Stanley Investment Management (“MSIM”) dated July 10, 2002.23

(d)(6)(iii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and MSIM dated July 31, 2003.26

(d)(6)(iv)

   Amendment No. 1 dated May 1, 2005, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and MSIM dated July 31, 2003. 38

(d)(6)(v)

   Second Amended and Restated Investment Advisory Agreement between AXA Equitable and MSIM dated August 1, 2006. 44

(d)(6)(vi)

   Amendment No. 1 dated July 2, 2007 to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and MSIM dated August 1, 2006. 48

(d)(7)

   Investment Advisory Agreement between EQFC and Merrill Lynch Asset Management, L.P. dated April 1997.4

(d)(7)(i)

   Investment Advisory Agreement between EQFC and Fund Asset Management (“FAM”) dated May 1, 2000.17

(d)(7)(ii)

   Form of Amendment No. 1, dated as of May 21, 2001, to Investment Advisory Agreement between AXA Equitable and FAM dated May 1, 2000.20

 

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(d)(7)(iii)

   Amendment No. 2 dated as of December 6, 2001, to Investment Advisory Agreement between AXA Equitable and FAM dated May 1, 2000.21

(d)(7)(iv)

   Amendment No. 3, dated as of August 18, 2003, to Investment Advisory Agreement between AXA Equitable and FAM dated May 1, 2000.26

(d)(7)(v)

   Investment Advisory Agreement between AXA Equitable and Merrill Lynch Investment Managers International Limited dated December 12, 2003 with respect to the EQ/Mercury International Value Portfolio.26

(d)(7)(vi)

   Amendment No. 4 dated as of December 2, 2005 to Investment Advisory Agreement between AXA Equitable and FAM dated May 1, 2000. 44

(d)(7)(vii)

   Amendment No. 5 dated as of August 24, 2006 to Investment Advisory Agreement between AXA Equitable and FAM dated May 1, 2000. 44

(d)(8)

   Investment Advisory Agreement between EQFC and Lazard Frères & Co. LLC (“Lazard”) dated December 9, 1997.7

(d)(8)(i)

   Amendment No. 1, dated as of March 1, 2001, to Investment Advisory Agreement between AXA Equitable and Lazard dated December 9, 1997.20

(d)(8)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Lazard (dba Lazard Asset Management) dated July 10, 2002.23

(d)(8)(iii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Lazard Asset Management LLC (“Lazard”) dated July 31, 2003.26

(d)(8)(iv)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Lazard dated August 18, 2003.26

(d)(8)(v)

   Investment Advisory Agreement between AXA Equitable and Lazard dated May 5, 2005. 44

(d)(9)

   Investment Advisory Agreement between EQFC and J.P. Morgan Investment Management, Inc. (“J. P. Morgan”) dated December 9, 1997.7

(d)(9)(i)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and J.P. Morgan dated July 10, 2002.23

(d)(9)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and J.P. Morgan dated July 31, 2003.26

(d)(9)(iii)

   Amendment No. 1, dated December 13, 2004 to the Amended and Restated Investment Advisory Agreement between AXA Equitable and J.P. Morgan dated July 31, 2003.32

(d)(9)(iv)

   Second Amended and Restated Investment Advisory Agreement between AXA Equitable and J.P. Morgan dated August 1, 2006. 44

(d)(10)

   Investment Advisory Agreement between EQFC and Credit Suisse Asset Management, LLC dated as of July 1, 1999.12

 

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(d)(11)

   Investment Advisory Agreement between EQFC and Evergreen Asset Management Corp. dated as of December 31, 1998.11

(d)(11)(i)

   Amendment No. 1, dated as of May 21, 2001, to Investment Advisory Agreement between AXA Equitable and Evergreen Asset Management Corp. dated as of December 31, 1998.21

(d)(11)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Evergreen Investment Management Company (“Evergreen”) dated as of July 31, 2003.26

(d)(11)(iii)

   Amendment No. 1 dated September 30, 2005, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Evergreen dated as of July 31, 2003. 38

(d)(11)(iv)

   Second Amended and Restated Investment Advisory Agreement between AXA Equitable and Evergreen dated August 1, 2006. 44

(d)(11)(v)

   Amendment No. 1 dated May 1, 2007 to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and Evergreen dated August 1, 2006. 45

(d)(11)(vi)

   Investment Advisory Agreement dated May 1, 2007 between AXA Equitable, Evergreen and First International Advisors, LLC d/b/a Evergreen International Advisors (“Evergreen International”) 45

(d)(12)(i)

   Form of Investment Advisory Agreement between EQFC and Alliance Capital Management L.P. (“Alliance”) dated as of May 1, 1999.11

(d)(12)(ii)

   Amendment No. 1, dated as of October 18, 1999, to Investment Advisory Agreement by and between EQFC and Alliance dated as of May 1, 1999.14

(d)(12)(iii)

   Amendment No. 2, dated as of May 1, 2000, to Investment Advisory Agreement by and between AXA Equitable and Alliance dated as of May 1, 1999.15

(d)(12)(iv)

   Amendment No. 3, dated as of March 1, 2001, to Investment Advisory Agreement by and between AXA Equitable and Alliance dated as of May 1, 1999.20

(d)(12)(v)

   Amendment No. 4, dated as of May 21, 2001, to Investment Advisory Agreement by and between AXA Equitable and Alliance dated May 1, 1999.20

(d)(12)(vi)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Alliance dated as of December 5, 2001.21

(d)(12)(vii)

   Amendment No. 1 dated November 22, 2002 to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Alliance dated December 5, 2001.23

(d)(12)(viii)

   Interim Investment Advisory Agreement dated January 2, 2003 between AXA Equitable and Alliance with respect to EQ/Small Company Index Portfolio and EQ/International Equity Index Portfolio dated January 2, 2003.23

(d)(12)(ix)

   Investment Advisory Agreement between AXA Equitable and Alliance dated May 1, 2003 with respect to the EQ/Small Company Index Portfolio.26

(d)(12)(ix)(a)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Alliance dated August 1, 2006, with respect to the EQ/Small Company Index Portfolio. 44

 

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(d)(12)(x)

   Amendment No. 2, dated August 18, 2003, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Alliance dated December 5, 2001.26

(d)(12)(xi)

   Amendment No. 3, dated December 12, 2003, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Alliance dated December 5, 2001.26

(d)(12)(xii)

   Amendment No. 4 dated June 16, 2005, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Alliance dated December 5, 2001. 44

(d)(12)(xiii)

   Second Amended and Restated Investment Advisory Agreement between AXA Equitable and AllianceBernstein L.P. (“AllianceBernstein”) dated as of August 1, 2006. 44

(d)(12)(xiv)

   Amendment No. 1 dated June 22, 2007, to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and AllianceBernstein dated as of August 1, 2006. 48

(d)(12)(xv)

   Amendment No. 2 dated August 17, 2007, to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and AllianceBernstein dated as of August 1, 2006. 48

(d)(13)

   Investment Advisory Agreement between EQFC and Capital Guardian Trust Company (“Capital Guardian”) dated as of May 1, 1999.11

(d)(13)(i)

   Amendment No. 1, dated as of May 1, 2000, to Investment Advisory Agreement between AXA Equitable and Capital Guardian dated May 1, 1999.15

(d)(13)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Capital Guardian dated November 22, 2002.23

(d)(13)(iii)

   Amendment No. 1, dated as of August 18, 2003, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Capital Guardian dated as of November 22, 2002.26

(d)(13)(iv)

   Form of Amendment No. 2, dated as of July 1, 2004, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Capital Guardian dated as of November 22, 2002.33

(d)(13)(v)

   Amendment No. 3 dated December 13, 2004 to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Capital Guardian dated as of November 22, 2002.32

(d)(13)(vi)

   Second Amended and Restated Investment Advisory Agreement between AXA Equitable and Capital Guardian dated as of August 1, 2006. 44

(d)(13)(vii)

   Amendment No. 1, dated May 25, 2007 to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and Capital Guardian dated as of August 1, 2006. 48

(d)(13)(viii)

   Amendment No. 2, dated July 6, 2007 to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and Capital Guardian dated as of August 1, 2006. 48

 

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(d)(14)

   Investment Advisory Agreement between EQFC and Calvert Asset Management Company, Inc. (“Calvert”) dated as of August 30, 1999.12

(d)(14)(i)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Calvert dated July 10, 2002.23

(d)(14)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Calvert dated as of July 31, 2003.26

(d)(14)(iii)

   Amendment No. 1, dated June 13, 2005 to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Calvert dated July 31, 2003.36

(d)(14)(iv)

   Second Amended and Restated Investment Advisory Agreement between AXA Equitable and Calvert, dated as of August 1, 2006. 44

(d)(15)

   Investment Advisory Agreement between EQFC and Brown Capital Management (“Brown”) dated as of August 30, 1999.12

(d)(15)(i)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Brown dated as of July 10, 2002.23

(d)(15)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Brown dated as of July 31, 2003.26

(d)(16)

   Investment Advisory Agreement between EQFC and Bankers Trust Company dated as of December 9, 1997.7

(d)(16)(i)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Deutsche Asset Management, Inc. (“Deutsche”) dated as of July 10, 2002.23

(d)(17)

   Investment Advisory Agreement among AXA Equitable, Prudential Investments Fund Management LLC (“Prudential Investments”) and Jennison Associates LLC (“Jennison”) dated as of May 12, 2000.16

(d)(17)(i)

   Investment Advisory Agreement between AXA Equitable and Jennison dated as of July 10, 2002.23

(d)(18)

   Investment Advisory Agreement between AXA Equitable and American Express Financial Corporation (“American Express”) dated as of September 1, 2000.17

(d)(19)

   Investment Advisory Agreement between AXA Equitable and Fidelity Management & Research Company (“Fidelity”) dated as of July 24, 2000.17

(d)(19)(i)

   Amendment No. 1 dated as of November 1, 2002, to Investment Advisory Agreement between AXA Equitable and Fidelity dated July 24, 2000.23

(d)(19)(ii)

   Amendment No. 2 dated as of March 1, 2004 to Investment Advisory Agreement between AXA Equitable and Fidelity dated July 24, 2000.27

(d)(19)(iii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Fidelity, dated as of August 1, 2006. 44

 

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(d)(19)(iv)

   Amendment No. 1, dated May 17, 2007 to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Fidelity, dated as of August 1, 2006. 48

(d)(20)

   Investment Advisory Agreement between AXA Equitable and Janus Capital Corporation dated as of September 1, 2000.17

(d)(20)(i)

   Amendment No. 1 dated as of January 2, 2002 to Investment Advisory Agreement between AXA Equitable and Janus Capital Corporation dated as of September 1, 2000.21

(d)(20)(ii)

   Investment Advisory Agreement between AXA Equitable and Janus Capital Management LLC (“Janus”) dated as of April 3, 2002.22

(d)(20)(iii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Janus, dated August 1, 2006. 44

(d)(20)(iv)

   Amendment No. 1, dated June 22, 2007 to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Janus, dated August 1, 2006. 48

(d)(21)

   Investment Advisory Agreement between AXA Equitable and Provident Investment Counsel (“Provident”) dated as of February 1, 2001.18

(d)(22)

   Investment Advisory Agreement between AXA Equitable and Marsico Capital Management, LLC, (“Marsico”) dated as of February 1, 2001.18

(d)(22)(i)

   Amendment No. 1, dated as of September 1, 2001, to the Investment Advisory Agreement between AXA Equitable and Marsico dated as of February 1, 2001.20

(d)(22)(ii)

   Amendment No. 2, dated as of August 18, 2003, to the Investment Advisory Agreement between AXA Equitable and Marsico dated September 1, 2001.26

(d)(22)(iii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Marsico dated July 9, 2004.31

(d)(22)(iv)

   Second Amended and Restated Investment Advisory Agreement between AXA Equitable and Marsico dated August 1, 2006. 44

(d)(22)(v)

   Investment Advisory Agreement between AXA Equitable and Marsico on behalf of MarketPLUS Large Cap Growth Portfolio dated May 25, 2007. 48

(d)(22)(vi)

   Amendment No. 1, dated November 8, 2007, to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and Marsico dated August 1, 2006. 48

(d)(22)(vii)

   Amendment No. 1, dated November 8, 2007, to the Investment Advisory Agreement between AXA Equitable and Marsico on behalf of MarketPLUS Large Cap Growth Portfolio dated May 25, 2007. 48

(d)(22)(viii)

   Investment Advisory Agreement between AXA Equitable and Marsico on behalf of EQ/Marsico Focus Portfolio dated December 14, 2007. 48

(d)(22)(ix)

   Investment Advisory Agreement between AXA Equitable and Marsico on behalf of MarketPLUS Large Cap Growth Portfolio dated December 14, 2007. 48

 

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(d)(22)(x)

   Amendment No. 1 dated May 1, 2008 to the Investment Advisory Agreement between AXA Equitable and Marsico on behalf of EQ/Marsico Focus Portfolio dated December 14, 2007. (to be filed by amendment)

(d)(22)(xi)

   Amendment No. 1 dated May 1, 2008 to the Investment Advisory Agreement between AXA Equitable and Marsico on behalf of EQ/Large Cap Growth PLUS Portfolio (formerly MarketPLUS Large Cap Growth Portfolio) dated December 14, 2007. (to be filed by amendment)

(d)(23)

   Investment Advisory Agreement between AXA Equitable and Pacific Investment Management Company LLC (“PIMCO”) dated July 15, 2002.23

(d)(23)(i)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and PIMCO dated July 9, 2004.31

(d)(23)(ii)

   Amendment No. 1 dated December 1, 2005 to the Amended and Restated Investment Advisory Agreement between AXA Equitable and PIMCO dated July 9, 2004. 38

(d)(23)(iii)

   Second Amended and Restated Investment Advisory Agreement between AXA Equitable and PIMCO, dated August 1, 2006. 44

(d)(24)

   Investment Advisory Agreement between AXA Equitable and Dresdner RCM Global Investors LLC (“RCM”) dated December 12, 2003.26

(d)(25)

   Investment Advisory Agreement between AXA Equitable and Firsthand Capital Management, Inc. (“Firsthand”) dated December 12, 2003.26

(d)(26)

   Investment Advisory Agreement between AXA Equitable and Wellington Management Company, LLP (“Wellington Management”) dated December 12, 2003.26

(d)(26)(ii)

   Investment Advisory Agreement between AXA Equitable and Wellington Management dated July 9, 2004.31

(d)(26)(iii)

   Investment Advisory Agreement between AXA Equitable and Wellington Management dated May 25, 2007. 48

(d)(26)(iv)

   Amendment No. 1 dated May 1, 2008 to the Investment Advisory Agreement between AXA Equitable and Wellington Management dated May 25, 2007. (to be filed by amendment)

(d)(27)

   Investment Advisory Investment Advisory Agreement between AXA Equitable and Boston Advisors, Inc. dated July 9, 2004.31

(d)(27)(i)

   Amendment No. 1 dated as of December 1, 2004, to the Investment Advisory Agreement between AXA Equitable and Boston Advisors, Inc. dated July 9, 2004. 38

(d)(27)(ii)

   Amendment No. 2 dated as of June 16, 2005 to the Investment Advisory Agreement between AXA Equitable and Boston Advisors, Inc. dated as of July 9, 2004. 38

(d)(27)(iii)

   Amendment No. 3 dated as of September 9, 2005 to the Investment Advisory Agreement between AXA Equitable and Boston Advisors, Inc. dated July 9, 2004. 38

 

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(d)(27)(iv)

   Investment Advisory Agreement between AXA Equitable and Boston Advisors, Inc. dated December 2, 2005. 38

(d)(27)(v)

   Investment Advisory Agreement between AXA Equitable and Boston Advisors, LLC (“Boston Advisors”) dated April 1, 2006. 44

(d)(28)

   Investment Advisory Agreement between AXA Equitable and Caywood-Scholl Capital Management (“Caywood-Scholl”) dated July 9, 2004.31

(d)(28)(i)

   Amendment No. 1, dated as of December 1, 2005 to the Investment Advisory Agreement between AXA Equitable and Caywood-Scholl dated July 9, 2004. 38

(d)(28)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Caywood-Scholl, dated as of August 1, 2006. 44

(d)(29)

   Investment Advisory Agreement between AXA Equitable and Fred Alger Management, Inc. (“Alger Management”) dated July 9, 2004.31

(d)(30)

   Investment Advisory Agreement between AXA Equitable and GAMCO Investors, Inc. (“GAMCO”) dated July 9, 2004.31

(d)(30)(i)

   Amendment No. 1 dated as of December 1, 2005 to the Investment Advisory Agreement between AXA Equitable and GAMCO dated July 9, 2004. 38

(d)(30)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and GAMCO Asset Management, Inc. (“GAMCO”) dated August 2, 2006. 44

(d)(31)

   Investment Advisory Agreement between AXA Equitable and MONY Capital, Inc. (“MONY Capital”) dated July 9, 2004.31

(d)(32)

   Investment Advisory Agreement between AXA Equitable and Montag & Caldwell, Inc. (“Montag”) dated July 9, 2004.31

(d)(32)(i)

   Amendment No. 1 dated as of December 13, 2004 to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Montag dated July 9, 2004.32

(d)(32)(ii)

   Amendment No. 2 dated as of December 1, 2005 to the Investment Advisory Agreement between AXA Equitable and Montag dated July 9, 2004. 48

(d)(32)(iii)

   Investment Advisory Agreement between AXA Equitable and Montag dated October 24, 2007. 48

(d)(32)(iv)

   Investment Advisory Agreement between AXA Equitable and Montag dated March 31, 2008. 49

(d)(33)

   Investment Advisory Agreement between AXA Equitable and Rockefeller & Co., Inc. (“Rockefeller”) dated July 9, 2004.31

(d)(34)

   Investment Advisory Agreement between AXA Equitable and SSgA Funds Management, Inc. (“SSgA Funds Management”) dated July 9, 2004.31

(d)(35)

   Investment Advisory Agreement between AXA Equitable and TCW Investment Management Company (“TCW”) dated July 9, 2004.31

 

C-11


(d)(35)(i)

   Amendment No. 1 dated December 1, 2005 to the Investment Advisory Agreement between AXA Equitable and TCW dated July 9, 2004. 38

(d)(35)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and TCW, dated August 1, 2006. 44

(d)(36)

   Investment Advisory Agreement between AXA Equitable and UBS Global Asset Management (Americas) Inc. (“UBS”) dated July 9, 2004.31

(d)(36)(i)

   Amendment No. 1 dated as of December 1, 2005 to the Investment Advisory Agreement between AXA Equitable and UBS dated July 9, 2004. 38

(d)(36)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and UBS dated August 1, 2006. 44

(d)(37)

   Investment Advisory Agreement between AXA Equitable and William D. Witter, Inc. (“William Witter”) dated July 9, 2004.31

(d)(38)

   Investment Advisory Agreement between AXA Equitable Life Insurance Company (“AXA Equitable”) and Wells Capital Management (“Wells Capital”) dated October 1, 2004.31

(d)(38)(i)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Wells Capital, dated August 1, 2006. 44

(d)(38)(ii)

   Amendment No. 1 dated as of December 1, 2006, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Wells Capital, dated August 1, 2006. 44

(d)(38)(iii)

   Amendment No. 2 dated as of May 25, 2007, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Wells Capital, dated August 1, 2006. 48

(d)(39)

   Investment Advisory Agreement between AXA Equitable and Bear Stearns Asset Management, Inc. (“Bear Stearns”) dated December 13, 2004.32

(d)(39)(i)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Bear Stearns dated August 1, 2006. 44

(d)(40)

   Investment Advisory Agreement between AXA Equitable and Lord, Abbett & Co. LLC (“Lord Abbett”) dated May 1, 2005.34

(d)(41)

   Investment Advisory Agreement between AXA Equitable and The Dreyfus Corporation (“Dreyfus”) dated June 16, 2005.36

(d)(41)(i)

   Amendment No. 1, dated June 22, 2007, to the Investment Advisory Agreement between AXA Equitable and Dreyfus dated June 16, 2005. 48

(d)(42)

   Investment Advisory Agreement between AXA Equitable and Bridgeway Capital Management, Inc. (“Bridgeway”) dated June 13, 2005.36

(d)(42)(i)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Bridgeway dated as of August 1, 2006. 44

 

C-12


(d)(43)

   Investment Advisory Agreement between AXA Equitable and Ariel Capital Management, LLC (“Ariel”) dated September 30, 2005. 38

(d)(44)

   Investment Advisory Agreement between AXA Equitable and Legg Mason Funds Management, Inc. (“Legg Mason”) dated September 30, 2005. 38

(d)(45)

   Investment Advisory Agreement between AXA Equitable and AXA Rosenberg Investment Management, LLC (“AXA Rosenberg”) dated August 1, 2006. 44

(d)(46)

   Investment Advisory Agreement between AXA Equitable and Davis Selected Advisers, L.P. (“Davis”) dated August 1, 2006. 41

(d)(47)

   Investment Advisory Agreement between AXA Equitable and Franklin Advisory Services, LLC (“Franklin”) dated September 15, 2006. 44

(d)(47)(i)

   Amendment No. 1, dated as of June 22, 2007, to the Investment Advisory Agreement between AXA Equitable and Franklin dated September 15, 2006. 48

(d)(48)

   Investment Advisory Agreement between AXA Equitable and Franklin Mutual Advisers, LLC (“Franklin Mutual”) dated September 15, 2006. 44

(d)(49)

   Investment Advisory Agreement between AXA Equitable and OppenheimerFunds, Inc. (“Oppenheimer”) dated August 1, 2006. 44

(d)(50)

   Investment Advisory Agreement between AXA Equitable and Templeton Global Advisors Limited (“Templeton”) dated September 15, 2006. 44

(d)(50)(i)

   Amendment No. 1, dated as of June 22, 2007, to the Investment Advisory Agreement between AXA Equitable and Templeton dated September 15, 2006. 48

(d)(51)

   Investment Advisory Agreement between AXA Equitable and Franklin Advisers, Inc. (“Franklin Advisers”) dated September 15, 2006. 44

(d)(51)(i)

   Amendment No. 1, dated as of June 22, 2007, to the Investment Advisory Agreement between AXA Equitable and Franklin Advisers dated as of September 15, 2006. 48

(d)(52)

   Investment Advisory Agreement between AXA Equitable and Standish Mellon Asset Management Company, LLC (“Standish”) dated August 1, 2006. 41

(d)(52)(i)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Standish dated as of July 11, 2007. 48

(d)(53)

   Investment Advisory Agreement between AXA Equitable and BlackRock Financial Management, Inc. (“BlackRock Financial”), dated as of October 1, 2006. 44

(d)(54)

   Investment Advisory Agreement between AXA Equitable and BlackRock Investment Management LLC (“BlackRock Investment”), dated as of October 1, 2006. 44

(d)(54)(i)

   Amendment No. 1, dated as of July 11, 2007, to the Investment Advisory Agreement between AXA Equitable and BlackRock Investment dated as of October 1, 2006. 48

 

C-13


(d)(55)    Investment Advisory Agreement between AXA Equitable and BlackRock Investment Management International Limited (“BlackRock International”), dated as of October 1, 2006. 44
(d)(55)(i)    Amendment No. 1, dated as of July 11, 2007, to the Investment Advisory Agreement between AXA Equitable and BlackRock International dated as of October 1, 2006. 48
(d)(56)    Investment Advisory Agreement between AXA Equitable and Eagle Asset Management, Inc. (“Eagle”), dated as of December 11, 2006. 44
(d)(57)    Investment Advisory Agreement between AXA Equitable and Institutional Capital LLC (“ICAP”) dated May 25, 2007. 48
(d)(57)(i)    Amendment No. 1 dated May 1, 2008 to the Investment Advisory Agreement between AXA Equitable and ICAP dated May 25, 2007. (to be filed by amendment)
(d)(58)    Investment Advisory Agreement between AXA Equitable and Mellon Equity Associates (“Mellon Equity”) dated May 25, 2007. 48
(d)(58)(i)    Amendment No. 1 dated May 1, 2008 to the Investment Advisory Agreement between AXA Equitable and Mellon Capital Management Corporation (formerly, Mellon Equity) (“Mellon Capital”) dated May 25, 2007. (to be filed by amendment)
(d)(59)    Investment Advisory Agreement between AXA Equitable and Wentworth Hauser and Violich, Inc. (“Wentworth Hauser”) dated May 1, 2007. 48
(d)(59)(i)    Amendment No. 1 dated May 1, 2008 to the Investment Advisory Agreement between AXA Equitable and Wentworth Hauser dated May 1, 2007. (to be filed by amendment)
(d)(60)    Form of Investment Advisory Agreement between AXA Equitable and _________________ dated _________, 2008. 50
(e)    Underwriting Contracts
(e)(1)(i)    Distribution Agreement between the Trust and EQFC with respect to the Class IA shares dated April 14, 1997.4
(e)(1)(ii)    Amendment No. 1, dated December 9, 1997, to the Distribution Agreement between the Trust and EQFC with respect to the Class IA shares dated April 14, 1997.7
(e)(1)(iii)    Amendment No. 2, dated as of December 31, 1998, to the Distribution Agreement between the Trust and EQFC with respect to the Class IA shares dated April 14, 1997.11
(e)(1)(iv)    Form of Amendment No. 3, dated as of April 14, 1999, to the Distribution Agreement between the Trust and EQFC with respect to the Class IA shares dated April 14, 1997.11
(e)(1)(v)    Amendment No. 4, dated as of August 30, 1999, to the Distribution Agreement between the Trust and EQFC with respect to the Class IA shares dated April 14, 1997.14
(e)(1)(vi)    Amendment No. 5, dated as of May 1, 2000, to the Distribution Agreement between the Trust and AXA Advisors, LLC (“AXA Advisors”) with respect to the Class IA shares dated April 14, 1997.14

 

C-14


(e)(1)(vii)    Revised Amendment No. 6, dated as of September 1, 2000, to the Distribution Agreement between the Trust and AXA Advisors with respect to the Class IA shares, dated as of April 14, 1997.17
(e)(1)(viii)    Amendment No. 7, dated as of September 1, 2001, to the Distribution Agreement between the Trust and AXA Advisors with respect to the Class IA shares, dated as of April 14, 1997.20
(e)(2)(i)    Distribution Agreement between the Trust and EQFC with respect to the Class IB shares dated April 14, 1997.4
(e)(2)(ii)    Amendment No. 1, dated December 9, 1997, to the Distribution Agreement between the Trust and EQFC with respect to the Class IB shares dated April 14, 1997.7
(e)(2)(iii)    Amendment No. 2, dated as of December 31, 1998, to the Distribution Agreement between the Trust and EQFC with respect to the Class IB shares dated April 14, 1997.11
(e)(2)(iv)    Form of Amendment No. 3, dated as of April 14, 1999, to the Distribution Agreement between the Trust and EQFC with respect to the Class IB shares dated April 14, 1997.11
(e)(2)(v)    Amendment No. 4, dated as of August 30, 1999, to the Distribution Agreement between the Trust and EQFC with respect to the Class IB shares dated April 14, 1997.14
(e)(2)(vi)    Amendment No. 5, dated as of May 1, 2000, to the Distribution Agreement between the Trust and AXA Advisors with respect to the Class IB shares dated April 14, 1997.14
(e)(2)(vii)    Revised Amendment No. 6, dated as of September 1, 2000, to the Distribution Agreement between the Trust and AXA Advisors with respect to the Class IB shares dated April 14, 1997.17
(e)(2)(viii)    Amendment No. 7, dated as of September 1, 2001, to the Distribution Agreement between the Trust and AXA Advisors with respect to the Class IB shares dated April 14, 1997.20
(e)(3)(i)    Distribution Agreement between the Trust and Equitable Distributors, Inc. (“EDI”) with respect to the Class IA shares dated April 14, 1997.4
(e)(3)(ii)    Amendment No. 1, dated December 9, 1997, to the Distribution Agreement between the Trust and EDI with respect to the Class IA shares dated April 14, 1997.7
(e)(3)(iii)    Amendment No. 2, dated as of December 31, 1998, to the Distribution Agreement between the Trust and EDI with respect to the Class IA shares dated April 14, 1997.11
(e)(3)(iv)    Form of Amendment No. 3, dated as of April 14, 1999, to the Distribution Agreement between the Trust and EDI with respect to the Class IA shares dated April 14, 1997.11
(e)(3)(v)    Amendment No. 4, dated as of August 30, 1999, to the Distribution Agreement between the Trust and EDI with respect to the Class IA shares dated April 14, 1997.14
(e)(3)(vi)    Amendment No. 5, dated as of May 1, 2000, to the Distribution Agreement between the Trust and EDI with respect to the Class IA shares dated April 14, 1997.14
(e)(3)(vii)    Revised Amendment No. 6, dated as of September 1, 2000, to the Distribution Agreement between the Trust and EDI with respect to the Class IA shares dated April 14, 1997.17

 

C-15


(e)(3)(viii)    Amendment No. 7, dated as of September 1, 2001, to the Distribution Agreement between the Trust and EDI with respect to the Class IA shares dated April 14, 1997.20
(e)(4)(i)    Distribution Agreement between the Trust and EDI with respect to the Class IB shares dated April 14, 1997.4
(e)(4)(ii)    Amendment No. 1, dated December 9, 1997, to the Distribution Agreement between the Trust and EDI with respect to the Class IB shares dated April 14, 1997.7
(e)(4)(iii)    Amendment No. 2, dated as of December 31, 1998, to the Distribution Agreement between the Trust and EDI with respect to the Class IB shares dated April 14, 1997.11
(e)(4)(iv)    Form of Amendment No. 3, dated as of April 14, 1999, to the Distribution Agreement between the Trust and EDI with respect to the Class IB shares dated April 14, 1997.11
(e)(4)(v)    Amendment No. 4, dated as of August 30, 1999, to the Distribution Agreement between the Trust and EDI with respect to the Class IB shares dated April 14, 1997.14
(e)(4)(vi)    Amendment No. 5, dated as of May 1, 2000, to the Distribution Agreement between the Trust and EDI with respect to the Class IB shares dated April 14, 1997.14
(e)(4)(vii)    Revised Amendment No. 6, dated as of September 1, 2000, to the Distribution Agreement between the Trust and EDI with respect to Class IB shares dated as of April 14, 1997.17
(e)(4)(viii)    Amendment No. 7, dated as of September 1, 2001, to the Distribution Agreement between the Trust and EDI with respect to Class IB shares dated as of April 14, 1997.20
(e)(5)(i)    Distribution Agreement dated as of January 2, 2002, between the Trust and AXA Distributors, LLC (“AXA Distributors”) with respect to the Class IA shares.21
(e)(5)(ii)    Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as July 15, 2002 with respect to Class IA shares.23
(e)(5)(iii)    Amendment No. 1, dated May 2, 2003, to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors, dated as of July 15, 2002 with respect to Class IA shares.26
(e)(5)(iv)    Amendment No. 2, dated July 8, 2004, to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors, dated as of July 15, 2002 with respect to Class IA shares.31
(e)(5)(v)    Amendment No. 3, dated October 1, 2004 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors, dated as of July 15, 2002 with respect to Class IA shares.31
(e)(5)(vi)    Amendment No. 4, dated May 1, 2005 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IA shares.33

 

C-16


(e)(5)(vii)    Amendment No. 5 dated September 30, 2005 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IA shares. 37
(e)(5)(viii)    Amendment No. 6 dated August 1, 2006 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IA shares. 41
(e)(5)(ix)    Amendment No. 7 dated May 1, 2007 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IA shares. 45
(e)(5)(x)    Amendment No. 8 dated July 11, 2007 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IA shares. 46
(e)(5)(xi)    Amendment No. 9 dated January 1, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IA shares. 47
(e)(5)(xii)    Amendment No. 10 dated May 1, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IA shares. (to be filed by amendment)
(e)(5)(xiii)    Amendment No. 11 dated ________________, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IA shares. (to be filed by amendment)
(e)(6)(i)    Distribution Agreement dated as of January 2, 2002, between the Trust and AXA Distributors with respect to the Class IB shares.21
(e)(6)(ii)    Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IB shares.23
(e)(6)(iii)    Amendment No. 1, dated May 2, 2003, to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors, dated as of July 15, 2002 with respect to Class IB shares.26
(e)(6)(iv)    Amendment No. 2, dated July 8, 2004, to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors, dated as of July 15, 2002 with respect to Class IB shares.31
(e)(6)(v)    Amendment No. 3, dated October 1, 2004 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors, dated as of July 15, 2002 with respect to Class IB shares.31
(e)(6)(vi)    Amendment No. 4, dated May 1, 2005to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IB shares.33

 

C-17


(e)(6)(vii)    Amendment No. 5, dated September 30, 2005 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IB shares. 37
(e)(6)(viii)    Amendment No. 6 dated August 1, 2006 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IB shares. 41
(e)(6)(ix)    Amendment No. 7 dated May 1, 2007 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IB shares. 45
(e)(6)(x)    Amendment No. 8 dated July 11, 2007 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IB shares. 46
(e)(6)(xi)    Amendment No. 9 dated January 1, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IB shares. 47
(e)(6)(xii)    Amendment No. 10 dated May 1, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IB shares. (to be filed by amendment)
(e)(6)(xiii)    Amendment No. 11 dated __________, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IB shares. (to be filed by amendment)
(e)(7)(i)    Distribution Agreement between the Trust and AXA Advisors, dated as of July 15, 2002, with respect to Class IA shares.23
(e)(7)(ii)    Amendment No. 1, dated May 2, 2003, to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors, dated as of July 15, 2002 with respect to Class IA shares.26
(e)(7)(iii)    Amendment No. 2, dated July 8, 2004 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors, dated July 15, 2002 with respect to Class IA shares.31
(e)(7)(iv)    Amendment No. 3, dated October 1, 2004, to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors, dated July 15, 2002 with respect to Class IA shares.31
(e)(7)(v)    Amendment No. 4 dated May 1, 2005 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated July 15, 2002 with respect to Class IA shares.33
(e)(7)(vi)    Amendment No. 5 dated September 30, 2005 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated July 15, 2002 with respect to Class IA shares. 37
(e)(7)(vii)    Amendment No. 6 dated August 1, 2006 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated July 15, 2002 with respect to Class IA shares. 41

 

C-18


(e)(7)(viii)    Amendment No. 7 dated May 1, 2007 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated July 15, 2002 with respect to Class IA shares. 45
(e)(7)(ix)    Amendment No. 8 dated July 11, 2007 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated as of July 15, 2002 with respect to Class IA shares. 46
(e)(7)(x)    Amendment No. 9 dated January 1, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated as of July 15, 2002 with respect to Class IA shares. 47
(e)(7)(xi)    Amendment No. 10 dated May 1, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated as of July 15, 2002 with respect to Class IA shares. (to be filed by amendment)
(e)(7)(xii)    Amendment No. 11 dated ___________, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated as of July 15, 2002 with respect to Class IA shares. (to be filed by amendment)
(e)(8)(i)    Distribution Agreement between the Trust and AXA Advisors dated as of July 15, 2002, with respect to Class IB shares.23
(e)(8)(ii)    Amendment No. 1, dated May 2, 2003, to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors, dated as of July 15, 2002 with respect to Class IB shares.26
(e)(8)(iii)    Amendment No. 2, dated July 8, 2004 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors, dated July 15, 2002 with respect to Class IB shares.31
(e)(8)(iv)    Amendment No. 3, dated October 1, 2004, to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors, dated July 15, 2002 with respect to Class IB shares.31
(e)(8)(v)    Amendment No. 4 dated May 1, 2005 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated July 15, 2002 with respect to Class IB shares.33
(e)(8)(vi)    Amendment No. 5 dated September 30, 2005 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated July 15, 2002 with respect to Class IB shares. 37
(e)(8)(vii)    Amendment No. 6 dated August 1, 2006 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated July 15, 2002 with respect to Class IB shares. 41
(e)(8)(viii)    Amendment No. 7 dated May 1, 2007 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated July 15, 2002 with respect to Class IB shares. 45
(e)(8)(ix)    Amendment No. 8 dated July 11, 2007 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated as of July 15, 2002 with respect to Class IB shares. 46

 

C-19


(e)(8)(x)    Amendment No. 9 dated January 1, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated as of July 15, 2002 with respect to Class IB shares. 47
(e)(8)(xi)    Amendment No. 10 dated May 1, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated as of July 15, 2002 with respect to Class IB shares. (to be filed by amendment)
(e)(8)(xii)    Amendment No. 11 dated _________, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated as of July 15, 2002 with respect to Class IB shares. (to be filed by amendment)
(e)(9)(i)    Distribution Agreement between the Trust and AXA Advisors, dated as of July 1, 2004 with respect to the Class IA shares of the MONY Portfolios.31
(e)(9)(ii)    Amendment No. 1 dated July 11, 2007 to the Distribution Agreement between the Trust and AXA Advisors, dated as of July 1, 2004 with respect to the Class IA shares of the MONY Portfolios. 46
(e)(10)(i)    Distribution Agreement between the Trust and AXA Advisors, dated as of July 1, 2004 with respect to the Class IB shares of the MONY Portfolios.31
(e)(10)(ii)    Amendment No. 1 dated July 11, 2007 to the Distribution Agreement between the Trust and AXA Advisors, dated as of July 1, 2004 with respect to the Class IB shares of the MONY Portfolios. 46
(e)(11)(i)    Distribution Agreement between the Trust and AXA Distributors, dated as of July 1, 2004 with respect to the Class IA shares of the MONY Portfolios.31
(e)(11)(ii)    Amendment No. 1 dated July 11, 2007 to the Distribution Agreement between the Trust and AXA Distributors, dated as of July 1, 2004 with respect to the Class IA shares of the MONY Portfolios. 46
(e)(12)(i)    Distribution Agreement between the Trust and AXA Distributors, dated as of July 1, 2004 with respect to the Class IB shares of the MONY Portfolios.31
(e)(12)(ii)    Amendment No. 1 dated July 11, 2007 to the Distribution Agreement between the Trust and AXA Distributors, dated as of July 1, 2004 with respect to the Class IB shares of the MONY Portfolios. 46
(f)    Form of Deferred Compensation Plan.3
(g)    Custodian Agreements
(g)(1)(i)    Custodian Agreement between the Trust and The Chase Manhattan Bank dated April 17, 1997 and Global Custody Rider.4
(g)(1)(ii)    Amendment No. 1, dated December 9, 1997, to the Custodian Agreement between the Trust and The Chase Manhattan Bank dated April 17, 1997.7

 

C-20


(g)(1)(iii)    Amendment No. 2, dated as of December 31, 1998, to the Custodian Agreement between the Trust and The Chase Manhattan Bank dated April 17, 1997.11
(g)(1)(iv)    Form of Amendment No. 3, dated as of April 30, 1999, to the Custodian Agreement between the Trust and The Chase Manhattan Bank dated April 17, 1997.11
(g)(1)(v)    Form of Amendment No. 4, dated as of August 30, 1999, to the Custodian Agreement between the Trust and The Chase Manhattan Bank dated April 17, 1997.14
(g)(1)(vi)    Form of Amendment No. 5, dated as of May 1, 2000, to the Custodian Agreement between the Trust and The Chase Manhattan Bank dated April 17, 1997.14
(g)(1)(vii)    Revised Amendment No. 6, dated as of September 1, 2000, to the Custodian Agreement between the Trust and The Chase Manhattan Bank dated April 14, 1997.17
(g)(1)(viii)    Global Custody Agreement between the Trust and The Chase Manhattan Bank dated May 1, 2001.20
(g)(1)(ix)    Amendment No. 1, dated as of September 1, 2001, to the Global Custody Agreement between the Trust and The Chase Manhattan Bank dated May 1, 2001.21
(g)(2)(i)    Amended and Restated Global Custody Rider to the Domestic Custody Agreement for Mutual Funds between The Chase Manhattan Bank and the Trust dated August 31, 1998.11
(g)(3)(i)    Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002.22
(g)(3)(ii)    Amendment No. 1, dated May 2, 2003, to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002.26
(g)(3)(iii)    Amendment No. 2, dated July 8, 2004, to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002.31
(g)(3)(iv)    Amendment No. 3, dated September 13, 2004, to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002.31
(g)(3)(v)    Amendment No. 4 dated May 1, 2005 to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002.33
(g)(3)(vi)    Amendment No. 5 dated September 30, 2005 to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002. 37
(g)(3)(vii)    Amendment No. 6 dated August 1, 2006 to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002. 44
(g)(3)(viii)    Amendment No. 7 dated May 1, 2007 to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002. 45
(g)(3)(ix)    Amendment No. 8 dated April 1, 2007 to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002. 46

 

C-21


(g)(3)(x)    Amendment No. 9 dated January 1, 2008 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 47
(g)(3)(xi)    Amendment No. 10 dated May 1, 2008 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. (to be filed by amendment)
(g)(3)(xii)    Amendment No. 11 dated _________, 2008 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. (to be filed by amendment)
(g)(4)(i)    Form of Custody Agreement between the Trust and State Street Bank and Trust Company with respect to the MONY Portfolios.29
(g)(4)(ii)    Form of Custody Agreement between AXA Equitable and Custodial Trust Company (“CTC”) with respect to the EQ/AXA Rosenberg Value Long/Short Equity Portfolio 43
(h)    Other Material Contracts
(h)(1)(i)    Mutual Fund Services Agreement between the Trust and Chase Global Funds Services Company dated April 25, 1997.4
(h)(1)(ii)    Form of Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000.14
(h)(1)(iii)    Amendment No. 1 dated May 1, 2005 to the Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000.36
(h)(1)(iv)    Amendment No. 2 dated as of May 1, 2006, to the Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000. 38
(h)(1)(v)    Amendment No. 3 dated as of August 1, 2006, to the Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000. 44
(h)(1)(vi)    Amendment No. 4 dated as of May 1, 2007, to the Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000.45
(h)(1)(vii)    Amendment No. 5 dated as of July 11, 2007 to the Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000. 46
(h)(1)(viii)    Amendment No. 6 dated as of January 1, 2008 to the Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000. 47
(h)(1)(ix)    Amendment No. 7 dated as of May 1, 2008 to the Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000. (to be filed by amendment)
(h)(1)(x)    Amendment No. 8 dated as of __________, 2008 to the Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000. (to be filed by amendment)
(h)(1)(A)    Sub-Administration Agreement between AXA Equitable and JPMorgan Investor Services Co. (formerly, “Chase Global Funds Services Company”) dated May 1, 2000 as amended November 1, 2004. 39

 

C-22


(h)(1)(B)    Form of Sub-Administration Agreement between AXA Equitable and State Street Bank and Trust Company (“SSB&T”) with respect to the EQ/AXA Rosenberg Value Long/Short Equity Portfolio. 43
(h)(1)(C)    Form of Sub-Accounting Services Agreement between AXA Equitable and SSB&T with respect to the EQ/AXA Rosenberg Value Long/Short Equity Portfolio 43
(h)(2)(i)    Amended and Restated Expense Limitation Agreement between the Trust and EQFC dated March 3, 1998.8
(h)(2)(ii)    Amended and Restated Expense Limitation Agreement by and between EQFC and the Trust dated as of December 31, 1998.11
(h)(2)(iii)    Amended and Restated Expense Limitation Agreement between EQFC and the Trust dated as of May 1, 1999.11
(h)(2)(iv)    Amendment No. 1, dated as of August 30, 1999, to the Amended and Restated Expense Limitation Agreement between EQFC and the Trust dated as of May 1, 1999.14
(h)(2)(v)    Second Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2000.14
(h)(2)(vi)    Revised Amendment No. 1, dated September 1, 2000 to the Second Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2000.17
(h)(2)(vii)    Third Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2001.19
(h)(2)(viii)    Amendment No. 1, dated as of September 1, 2001, to the Third Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2001.20
(h)(2)(ix)    Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust, dated as of May 1, 2002.23
(h)(2)(x)    Amendment No. 1, dated as of May 1, 2003 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002.26
(h)(2)(xi)    Expense Limitation Agreement between AXA Equitable and the Trust, dated as of April 1, 2004, with respect to the MONY Portfolios.31
(h)(2)(xi)(A)    Expense Limitation Agreement between AXA Equitable and the Trust dated as of July 9, 2004 with respect to the MONY Portfolios. 38
(h)(2)(xii)    Amendment No. 2 dated as of May 1, 2004 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002.27
(h)(2)(xiii)    Amendment No. 3 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002.31
(h)(2)(xiv)    Amendment No. 4 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated May 1, 2002.33

 

C-23


(h)(2)(xv)    Amendment No. 5 dated September 30, 2005 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated May 1, 2002. 37
(h)(2)(xvi)    Amendment No. 1 dated September 9, 2005 to the Expense Limitation Agreement between AXA Equitable and the Trust, dated as of July 9, 2004, with respect to the MONY Portfolios.36
(h)(2)(xvii)    Amendment No. 6 dated October 1, 2005 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002. 38
(h)(2)(xviii)    Amendment No. 7 dated May 1, 2006 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002. 39
(h)(2)(xix)    Amendment No. 2 dated May 1, 2006 to Expense Limitation Agreement between AXA Equitable and the Trust, dated as of July 9, 2004, with respect to the MONY Portfolios.39
(h)(2)(xx)    Amendment No. 8 dated August 1, 2006 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002. 41
(h)(2)(xxi)    Amendment No. 3 dated August 1, 2006 to the Expense Limitation Agreement between AXA Equitable and the Trust, dated as of July 9, 2004, with respect to the MONY Portfolios. 44
(h)(2)(xxii)    Amendment No. 9 dated May 1, 2007 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002. 45
(h)(2)(xxiii)    Amendment No. 4 dated May 1, 2007 to the Expense Limitation Agreement between AXA Equitable and the Trust, dated as of July 9, 2004, with respect to the MONY Portfolios. 45
(h)(2)(xxiv)    Amendment No. 10 dated May 25, 2007 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002. 46
(h)(2)(xxv)    Amendment No. 11 dated January 1, 2008 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002. 47
(h)(2)(xxvi)    Amendment No. 5 dated as of July 6, 2007 to the Expense Limitation Agreement between the Trust and AXA Equitable dated July 9, 2004, with respect to the MONY Portfolios. (to be filed by amendment)
(h)(2)(xxvii)    Amendment No. 12 dated May 1, 2008 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002. (to be filed by amendment)
(h)(2)(xxviii)    Amendment No. 6 dated as of _________, 2008 to the Expense Limitation Agreement between the Trust and AXA Equitable dated July 9, 2004, with respect to the MONY Portfolios. (to be filed by amendment)
(h)2)(xxix)    Amendment No. 13 dated as of ___________, 2008 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002. (to be filed by amendment)
(h)(3)(i)    Organizational Expense Reimbursement Agreement by and between EQFC and the Trust, on behalf of each series of the Trust except for the Lazard Large Cap Value Portfolio, Lazard Small Cap Value Portfolio, the JPM Core Bond Portfolio, BT Small Company Index Portfolio, BT International Equity Index Portfolio and BT Equity 500 Index Portfolio dated April 14, 1997.4

 

C-24


(h)(3)(ii)    Organizational Expense Reimbursement Agreement by and between EQFC and the Trust, on behalf of the Lazard Large Cap Value Portfolio, Lazard Small Cap Value Portfolio, JPM Core Bond Portfolio, BT Small Company Index Portfolio, BT International Equity Index Portfolio, and BT Equity 500 Index Portfolio dated December 9, 1997.7
(h)(3)(iii)    Organizational Expense Reimbursement Agreement by and between EQFC and the Trust, on behalf of the MFS Income with Growth Portfolio, EQ/Evergreen Foundation Portfolio and EQ/Evergreen Portfolio dated December 31, 1998.11
(h)(4)(i)    Participation Agreement by and among the Trust, AXA Equitable, EDI and EQFC dated April 14, 1997.4
(h)(4)(ii)    Amendment No. 1, dated December 9, 1997, to the Participation Agreement by and among the Trust, AXA Equitable, EDI, and EQFC dated April 14, 1997.7
(h)(4)(iii)    Amendment No. 2, dated as of December 31, 1998, to the Participation Agreement by and among the Trust, AXA Equitable, EDI, and EQFC dated April 14, 1997.11
(h)(4)(iv)    Form of Amendment No. 3, dated as of April 30, 1999, to the Participation Agreement among the Trust, AXA Equitable, EDI, and EQFC dated April 14, 1997.11
(h)(4)(v)    Form of Amendment No. 4, dated as of October 18, 1999, to the Participation Agreement among the Trust, AXA Equitable, EDI, and AXA Advisors dated April 14, 1997.14
(h)(4)(vi)    Form of Amendment No. 5, dated as of May 1, 2000, to the Participation Agreement among the Trust, AXA Equitable, EDI, and AXA Advisors dated April 14, 1997.15
(h)(4)(vii)    Revised Amendment No. 6, dated as of September 1, 2000, to the Participation Agreement among the Trust, AXA Equitable, EDI, and AXA Advisors dated April 14, 1997.17
(h)(4)(viii)    Amendment No. 7, dated September 1, 2001, to the Participation Agreement among the Trust, AXA Equitable, EDI, and AXA Advisors dated April 14, 1997.20
(h)(4)(ix)    Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated as of July 15, 2002.23
(h)(4)(x)    Amendment No. 1, dated May 2, 2003, to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002.26
(h)(4)(xi)    Amendment No. 2, dated July 9, 2004, to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002.33
(h)(4)(xii)    Amendment No. 3, dated October 1, 2004, to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002.33

 

C-25


(h)(4)(xiii)    Amendment No. 4 dated May 1, 2005 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002.33
(h)(4)(xiv)    Amendment No. 5 dated September 30, 2005 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 39
(h)(4)(xv)    Amendment No. 6 dated August 1, 2006 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 44
(h)(4)(xvi)    Amendment No. 7 dated May 1, 2007 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 45
(h)(4)(xvii)    Amendment No. 8 dated January 1, 2008 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 47
(h)(4)(xviii)    Amendment No. 9 dated May 1, 2008 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. (to be filed by amendment)
(h)(4)(xix)    Amendment No. 10 dated _________, 2008 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. (to be filed by amendment)
(h)(5)    Retirement Plan Participation Agreement dated December 1, 1998 among the Trust, EQFC, The Equitable Investment Plan for Employees, Managers and Agents and AXA Equitable.11
(h)(5)(i)    Form of Amendment No. 1, dated April 30, 1999, to the Retirement Plan Participation Agreement among the Trust, EQFC, The Equitable Investment Plan for Employees, Managers and Agents and AXA Equitable.11
(h)(5)(ii)    Amended and Restated Retirement Plan Participation Agreement among the Trust, AXA Advisors, the Investment Plan for Employees, Managers and Agents, and AXA Equitable dated as of July 10, 2002. 23
(h)(6)    License Agreement Relating to Use of Name between Merrill Lynch & Co., Inc., and the Trust dated April 28, 1997.4
(h)(7)    Form of Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors with respect to the MONY Portfolios.25
(h)(8)    Form of Transfer Agency Agreement by and between the Trust and State Street Bank and Trust Company for the MONY Portfolios.29
(i)    Legal Opinion
(i)(1)    Opinion and Consent of Katten Muchin & Zavis regarding the legality of the securities being registered.1

 

C-26


(i)(2)    Opinion and Consent of Dechert Price & Rhoads regarding the legality of the securities being registered with respect to the Lazard Large Cap Value Portfolio, Lazard Small Cap Value Portfolio, and JPM Core Bond Portfolio.5
(i)(3)    Opinion and Consent of Dechert Price & Rhoads regarding the legality of the securities being registered with respect to the BT Small Company Index Portfolio, BT International Equity Index Portfolio, and BT Equity 500 Index Portfolio.6
(i)(4)    Opinion and Consent of Dechert Price & Rhoads regarding the legality of the securities being registered with respect to the EQ/Evergreen Foundation Portfolio, EQ/Evergreen Portfolio, and MFS Growth with Income Portfolio.9
(i)(5)    Opinion and Consent of Dechert Price & Rhoads regarding the legality of the securities being registered with respect to the EQ/Alliance Premier Growth Portfolio, EQ/Capital Research Portfolio, EQ/Capital U.S. Equities Portfolio and EQ/Capital International Equities Portfolio.10
(i)(6)    Opinion and Consent of Dechert Price & Rhoads regarding the legality of the securities being registered with respect to the Alliance Money Market Portfolio, Alliance Intermediate Government Securities Portfolio, Alliance Quality Bond Portfolio, Alliance High Yield Portfolio, Alliance Balanced Portfolio, Alliance Conservative Investors Portfolio, Alliance Growth Investors Portfolio, Alliance Common Stock Portfolio, Alliance Equity Index Portfolio, Alliance Growth and Income Portfolio, Alliance Aggressive Stock Portfolio, Alliance Small Cap Growth Portfolio, Alliance Global Portfolio, Alliance International Portfolio and the Calvert Socially Responsible Portfolio.12
(i)(7)    Opinion and Consent of Dechert Price & Rhoads regarding the legality of the securities being registered with respect to the Alliance Technology Portfolio.15
(i)(8)    Opinion and Consent of Dechert Price & Rhoads regarding the legality of the securities registered with respect to the EQ/Putnam Investors Growth Portfolio, the EQ/Putnam Balanced Portfolio, the MFS Emerging Growth Companies Portfolio, the Morgan Stanley Emerging Markets Equity Portfolio, the Warburg Pincus Small Company Value Portfolio, the Merrill Lynch Global Allocation Portfolio and the Merrill Lynch Basic Value Portfolio.17
(i)(9)    Opinion and Consent of Dechert Price & Rhoads regarding the legality of the securities being registered with respect to the EQ/AXP New Dimensions Portfolio, EQ/AXP Strategy Aggressive Portfolio, EQ/Janus Large Cap Growth Portfolio and FI Mid Cap Portfolio.17
(i)(10)    Opinion and Consent of Kirkpatrick & Lockhart LLP regarding the legality of the securities being registered with respect to the EQ/Marsico Focus Portfolio.20
(i)(11)    Opinion and Consent of Kirkpatrick & Lockhart LLP regarding the legality of the securities being registered with respect to the MONY Portfolios.30
(i)(12)    Opinion and Consent of Kirkpatrick & Lockhart LLP regarding the legality of the securities being registered with respect to the portfolios of the Trust other than the MONY Portfolios.27
(i)(13)    Opinion and Consent of Kirkpatrick & Lockhart LLP regarding the legality of the securities being registered with respect to the EQ/Wells Fargo Small Company Growth Portfolio.31

 

C-27


(i)(14)    Opinion and Consent of Kirkpatrick & Lockhart Nicholson Graham LLP regarding the legality of the securities being registered by the Trust, including securities of its new series EQ/Lord Abbett Growth and Income Portfolio, EQ/Lord Abbett Large Cap Core Portfolio, EQ/Lord Abbett Mid Cap Value Portfolio, EQ/Van Kampen Comstock Portfolio, and EQ/Van Kampen Mid Cap Growth Portfolio.33
(i)(15)    Opinion and Consent of Kirkpatrick & Lockhart Nicholson Graham LLP with respect to the EQ/Enterprise Moderate Allocation Portfolio.36
(i)(16)    Opinion and Consent of Kirkpatrick & Lockhart Nicholson Graham LLP with respect to the EQ/Ariel Appreciation II Portfolio, EQ/Evergreen International Bond Fund and EQ/Legg Mason Value Equity Portfolio. 37
(i)(18)    Opinion and Consent of Kirkpatrick & Lockhart Nicholson Graham LLP. 41
(i)(19)    Opinion and Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP. 45
(i)(20)    Opinion and Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP with respect to the Crossings Allocation Portfolios. 47
(i)(21)    Opinion and Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP. 49
(i)(22)    Opinion and consent of K&L Gates LLP with respect to the EQ/All Cap Index Portfolio, the EQ/Large Cap Growth Index Portfolio, and the EQ/Large Cap Value Index Portfolio. (to be filed by amendment)
(j)    Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. (to be filed by amendment)
(k)    None
(l)    Stock Subscription Agreement between the Trust, on behalf of the T. Rowe Price Equity Income Portfolio, and Separate Account FP.3
(m)    Distribution Plans
(m)(1)    Distribution Plan Pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) for the Trust’s Class IB shares adopted March 31, 1997.4
(m)(2)    Distribution Plan Pursuant to Rule 12b-1 for the Trust’s Class IB shares of the MONY Portfolios.28
(n)    Multiple Class Plan
(n)(1)    Plan Pursuant to Rule 18f-3 under the 1940 Act.4
(p)    Codes of Ethics
(p)(1)    Code of Ethics of the Trust, AXA Advisors and EDI.15
(p)(1)(i)    Code of Ethics of the Trust, AXA Equitable, AXA Advisors and AXA Distributors dated March 31, 1997 and amended and restated on July 11, 2000.17

 

C-28


(p)(1)(ii)    Revised Code of Ethics of Trust, AXA Equitable, AXA Advisors and AXA Distributors dated March 31, 1997 as revised December 10, 2003.27
(p)(1)(iii)    Revised Code of Ethics of the Trust, AXA Equitable, AXA Advisors and AXA Distributors dated March 31, 1997 as revised December 9, 2004.32
(p)(1)(iv)    Revised Code of Ethics of the Trust, AXA Equitable, AXA Advisors and AXA Distributors dated March 31, 1997.33
(p)(1)(v)    Revised Code of Ethics of the Trust, AXA Equitable, AXA Advisors and AXA Distributors dated March 31, 1997, as amended June 2007. 48
(p)(2)    Code of Ethics of Alliance dated August 1999.15
(p)(2)(i)    Code of Ethics of Alliance dated as of February 2000, as amended and restated.17
(p)(2)(ii)    Revised Code of Ethics of Alliance dated January 1, 2001.18
(p)(2)(iii)    Code of Ethics and Statement of Policy and Procedures Regarding Personal Securities Transactions of Alliance dated April 2002.23
(p)(2)(iv)    Revised Code of Ethics of Alliance effective June 30, 2003.26
(p)(2)(v)    Revised Code of Ethics of Alliance effective October 2004.32
(p)(2)(vi)    Revised Code of Ethics of Alliance effective May 2005. 38
(p)(2)(vii)    Revised Code of Ethics of AllianceBernstein effective January 2007. 48
(p)(3)    Code of Ethics of Bankers Trust/Deutsche Bank.15
(p)(3)(i)    Code of Ethics of Deutsche effective as of May 26, 2000.17
(p)(3)(ii)    Revised Code of Ethics of Deutsche dated May 2000 revised November 2001.21
(p)(4)    Code of Ethics of Brown, Inc. dated February 10, 1994.15
(p)(4)(i)    Revised Code of Ethics of Brown.17
(p)(5)    Code of Ethics of Calvert.15
(p)(5)(i)    Code of Ethics and Insider Trading Policy and Procedures of Calvert.23
(p)(5)(ii)    Revised Code of Ethics of Calvert effective June 4, 2003.26
(p)(5)(iii)    Revised Code of Ethics of Calvert effective October 22, 2003.27
(p)(5)(iv)    Revised Code of Ethics of Calvert effective October 2004.32
(p)(5)(v)    Revised Code of Ethics of Calvert, effective January 1, 2008. 49
(p)(6)    Code of Ethics of Capital Guardian.15

 

C-29


(p)(6)(i)    Code of Ethics of Capital Guardian effective October 1, 2002.26
(p)(6)(ii)    Revised Code of Ethics of Capital Guardian effective December 2006. 45
(p)(6)(iii)    Revised Code of Ethics of Capital Guardian effective September 2007. 48
(p)(6)(iv)    Revised Code of Ethics of Capital Guardian effective December 2007. 49
(p)(7)    Code of Ethics of Evergreen dated December 17, 1999.15
(p)(7)(i)    Revised Code of Ethics of Evergreen effective September 1, 2003.26
(p)(7)(ii)    Revised Code of Ethics of Evergreen effective January 2, 2004.27
(p)(7)(iii)    Revised Code of Ethics of Evergreen, effective February 1, 2005.33
(p)(7)(iv)    Revised Code of Ethics of Evergreen, effective July 2007. 48
(p)(8)    Code of Ethics of J.P. Morgan.15
(p)(8)(i)    Revised Code of Ethics of J.P. Morgan, effective October 25, 2001.21
(p)(8)(ii)    Revised Code of Ethics of J.P. Morgan, effective February 1, 2005. 38
(p)(8)(iii)    Revised Code of Ethics of J.P. Morgan, effective September 18, 2007. 48
(p)(9)    Code of Ethics of Lazard, as revised September 27, 1999.15
(p)(9)(i)    Code of Ethics of Lazard, revised as of April 26, 2000.17
(p)(9)(ii)    Code of Ethics of Lazard, as revised.20
(p)(9)(iii)    Revised Code of Ethics of Lazard, effective September 18, 2001.21
(p)(9)(iv)    Revised Code of Ethics of Lazard, revised February 2003.26
(p)(9)(v)    Revised Code of Ethics of Lazard, effective April 1, 2005. 38
(p)(9)(vi)    Revised Code of Ethics of Lazard, effective February 2006. 44
(p)(10)    Code of Ethics of MFS, dated March 1, 2000.15
(p)(10)(i)    Revised Code of Ethics of MFS, effective September 1, 2000.17
(p)(10)(ii)    Revised Code of Ethics of MFS, effective as of January 1, 2005. 38
(p)(10)(iii)    Revised Code of Ethics of MFSIM, effective as of January 1, 2007. 48
(p)(11)    Code of Ethics of Merrill Lynch Asset Management Group.15
(p)(11)(i)    Revised Code of Ethics of Merrill Lynch Asset Management Group.27

 

C-30


(p)(12)    Code of Ethics of Morgan Stanley.15
(p)(12)(i)    Revised Code of Ethics of Morgan Stanley, effective January 29, 2001.18
(p)(12)(ii)    Revised Code of Ethics of MSIM, effective August 16, 2002.23
(p)(12)(iii)    Revised Code of Ethics of MSIM, effective June 15, 2004.31
(p)(12)(iv)    Revised Code of Ethics of MSIM, effective December 31, 2004.33
(p)(12)(v)    Revised Code of Ethics of MSIM, effective December 31, 2004 and restated April 2006. 44
(p)(13)    Code of Ethics of Putnam.15
(p)(13)(i)    Revised Code of Ethics of Putnam, revised April 2000.17
(p)(13)(ii)    Revised Code of Ethics of Putnam, effective May 2002.23
(p)(13)(iii)    Revised Code of Ethics of Putnam, effective September 30, 2003.26
(p)(13)(iv)    Revised Code of Ethics of Putnam, effective August, 2004.31
(p)(14)(i)    Code of Ethics of Rowe Price Fleming International, dated March 1999.15
(p)(14)(ii)    Code of Ethics of T. Rowe Price Associates, Inc., effective March 1, 2000.15
(p)(14)(iii)    Revised Code of Ethics of Rowe Price-Fleming International, Inc. effective March 1, 2000.17
(p)(14)(iv)    Code of Ethics of T. Rowe Price International, Inc., effective August 8, 2000.17
(p)(14)(v)    Code of Ethics of T. Rowe Price. 48
(p)(15)    Code of Ethics of Warburg Pincus Asset Management/Credit Suisse Asset Management, dated March 1, 2000.15
(p)(16)(i)    Code of Ethics of Prudential Investments.15
(p)(16)(ii)    Code of Ethics of Jennison, as amended December 6, 1999.15
(p)(16)(iii)    Revised Code of Ethics of Prudential Investments, dated February 29, 2000.17
(p)(16)(iv)    Revised Code of Ethics of Prudential Investments, effective August 9, 2001.21
(p)(16)(v)    Revised Code of Ethics of Jennison, effective April 25, 2002.23
(p)(17)    Code of Ethics of Fidelity dated January 1, 2000.17
(p)(17)(i)    Revised Code of Ethics of Fidelity, dated January 1, 2001.18
(p)(17)(ii)    Revised Code of Ethics of Fidelity, dated March 14, 2002.23
(p)(17)(iii)    Revised Code of Ethics of Fidelity, dated January 1, 2003.26

 

C-31


(p)(17)(iv)    Revised Code of Ethics of Fidelity, dated February 5, 2004.31
(p)(17)(v)    Revised Code of Ethics of Fidelity, dated January 1, 2005.33
(p)(17)(vi)    Revised Code of Ethics of Fidelity, dated March 31, 2006. 44
(p)(17)(vii)    Revised Code of Ethics of Fidelity, dated February 15, 2007. 49
(p)(18)    Code of Ethics of American Express dated March 2000.17
(p)(19)    Code of Ethics of Janus Capital Corporation as revised March 1, 2000.17
(p)(19)(i)    Code of Ethics of Janus Capital Corporation as revised June 1, 2001.20
(p)(19)(ii)    Revised Code of Ethics of Janus, revised April 1, 2002.23
(p)(19)(iii)    Revised Code of Ethics of Janus, dated June 9, 2003.26
(p)(19)(iv)    Revised Code of Ethics of Janus, dated April 20, 2004.31
(p)(19)(v)    Revised Code of Ethics of Janus, dated September 14, 2004.33
(p)(19)(vi)    Revised Code of Ethics of Janus effective September 9, 2005. 38
(p)(19)(vii)    Revised Code of Ethics of Janus effective December 6, 2005. 39
(p)(19)(viii)    Revised Code of Ethics of Janus, effective August 30, 2006 44
(p)(19)(ix)    Revised Code of Ethics of Janus, effective November 21, 2006. 45
(p)(20)    Code of Ethics of Provident.17
(p)(20)(i)    Revised Code of Ethics of Provident, effective February 15, 2002.23
(p)(20)(ii)    Revised Code of Ethics of Provident, effective April 1, 2003.26
(p)(21)    Code of Ethics of Marsico.17
(p)(21)(i)    Revised Code of Ethics of Marsico, effective November 15, 2001.21
(p)(21)(ii)    Revised Code of Ethics of Marsico, effective March 31, 2003.26
(p)(21)(iii)    Revised Code of Ethics of Marsico, effective November 20, 2003.27
(p)(21)(iv)    Revised Code of Ethics of Marsico, effective October 1, 2004.33
(p)(21)(v)    Revised Code of Ethics of Marsico effective February 1, 2005. 38
(p)(22)    Code of Ethics of PIMCO effective December 31, 2001.23
(p)(22)(i)    Revised Code of Ethics of PIMCO, effective January 6, 2005. 38

 

C-32


(p)(22)(ii)    Revised Code of Ethics of PIMCO, effective February 15, 2006. 44
(p)(23)    Code of Ethics of RCM effective May 2001.26
(p)(23)(i)    Revised Code of Ethics of RCM effective January 1, 2004.27
(p)(23)(ii)    Revised Code of Ethics of RCM effective January 31, 2005. 38
(p)(24)    Code of Ethics of Firsthand dated May 12, 2001.26
(p)(25)    Code of Ethics of Wellington Management revised March 1, 2000.25
(p)(25)(i)    Revised Code of Ethics of Wellington Management, revised July 1, 2004.33
(p)(25)(ii)    Revised Code of Ethics of Wellington Management, effective January 1, 2005. 44
(p)(25)(iii)    Revised Code of Ethics of Wellington, effective January 1, 2007. 48
(p)(26)    Code of Ethics of Boston Advisors.25
(p)(26)(i)    Revised Code of Ethics of Boston Advisors, effective December 21, 2004.33
(p)(26)(ii)    Revised Code of Ethics of Boston Advisors, effective August 1, 2005. 38
(p)(26)(iii)    Revised Code of Ethics of Boston Advisors, effective August 2006. 44
(p)(26)(iv)    Revised Code of Ethics of Boston Advisors, effective May 15, 2007. 48
(p)(27)    Code of Ethics of Caywood-Scholl.25
(p)(27)(i)    Revised Code of Ethics of Caywood-Scholl, effective January 2006 44
(p)(28)    Code of Ethics of Alger Management.25
(p)(29)    Code of Ethics of GAMCO.25
(p)(29)(i)    Revised Code of Ethics of GAMCO, effective October 1, 2004.33
(p)(29)(ii)    Revised Code of Ethics of GAMCO, effective February 16, 2006. 44
(p)(29)(iii)    Revised Code of Ethics of GAMCO, effective January 29, 2007. 48
(p)(30)    Code of Ethics of Montag & Caldwell.25
(p)(30)(i)    Revised Code of Ethics of Montag, effective December 29, 2004.33
(p)(30)(ii)    Revised Code of Ethics of Montag, effective February 6, 2006. 44
(p)(30)(iii)    Revised Code of Ethics of Montag, effective January 12, 2007. 48
(p)(31)    Code of Ethics of MONY Capital.25

 

C-33


(p)(32)    Code of Ethics of Rockefeller.25
(p)(33)    Code of Ethics of SSgA Funds Management.25
(p)(34)    Code of Ethics of TCW.25
(p)(34)(i)    Revised Code of Ethics of TCW effective February 1, 2005. 38
(p)(34)(ii)    Revised Code of Ethics of TCW, effective November 11, 2006. 44
(p)(35)    Code of Ethics of UBS.25
(p)(36)    Code of Ethics of William Witter.29
(p)(37)    Code of Ethics of Wells Capital.31
(p)(37)(i)    Revised Code of Ethics of Wells Capital.33
(p)(37)(ii)    Revised Code of Ethics of Wells Capital effective as of September 2005. 38
(p)(37)(iii)    Revised Code of Ethics of Wells Capital effective September 15, 2005. 39
(p)(37)(iv)    Revised Code of Ethics of Wells Capital effective February 2006. 44
(p)(37)(v)    Revised Code of Ethics of Wells Capital effective October 2006. 45
(p)(38)    Code of Ethics of Bear Stearns.32
(p)(38)(i)    Revised Code of Ethics of Bear Stearns effective as of February 2005. 38
(p)(39)    Code of Ethics of Lord Abbett.33
(p)(39)(i)    Revised Code of Ethics of Lord Abbett effective as of November 15, 2005. 39
(p)(39)(ii)    Revised Code of Ethics of Lord Abbett effective as of October 2006. 45
(p)(39)(iii)    Revised Code of Ethics of Lord Abbett, effective as of October 25, 2007. 49
(p)(40)    Code of Ethics of Dreyfus.36
(p)(40)(i)    Revised Code of Ethics of Dreyfus and Mellon Equity, effective November 2006. 44
(p)(40)(ii)    Revised Code of Ethics of Dreyfus and Mellon Capital, effective November 2007. 49
(p)(41)    Code of Ethics of Bridgeway.36
(p)(41)(i)    Revised Code of Ethics of Bridgeway, effective February 8, 2006. 44
(p)(41)(ii)    Revised Code of Ethics of Bridgeway, effective July 5, 2007. 48
(p)(41)(iii)    Revised Code of Ethics of Bridgeway, effective November 16, 2007. 49

 

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(p)(42)    Code of Ethics of Ariel.35
(p)(42)(i)    Revised Code of Ethics of Ariel, effective October 11, 2005. 39
(p)(43)    Code of Ethics of Legg Mason.35
(p)(43)(i)    Revised Code of Ethics of Legg Mason, effective February 28, 2006. 44
(p)(43)(ii)    Revised Code of Ethics of Legg Mason, effective February 8, 2007. 48
(p)(44)    Code of Ethics of AXA Rosenberg. 40
(p)(44)(i)    Revised Code of Ethics of AXA Rosenberg, effective December 15, 2007. 49
(p)(45)    Code of Ethics of Davis. 40
(p)(46)    Code of Ethics of Franklin, Franklin Mutual, Franklin Advisers and Templeton. 40
(p)(46)(i)    Revised Code of Ethics of Franklin, Franklin Mutual, Franklin Advisers and Templeton effective May 2007. 48
(p)(47)    Code of Ethics of Oppenheimer. 40
(p)(47)(i)    Revised Code of Ethics of Oppenheimer, effective August 30, 2007. 48
(p)(47)(ii)    Revised Code of Ethics of Oppenheimer, effective November 2007. 49
(p)(48)    Code of Ethics of Standish. 40
(p)(49)    Code of Ethics of BlackRock Financial, BlackRock Investment and BlackRock International effective September 30, 2006. 44
(p)(49)(i)    Revised Code of Ethics of BlackRock Financial, BlackRock Investment and BlackRock International effective April 2007. 48
(p)(50)    Code of Ethics of Eagle. 44
(p)(51)    Code of Ethics of ICAP, effective November 1, 2006. 44
(p)(52)    Code of Ethics of Wentworth Hauser, effective January 1, 2005. 44
(p)(52)(i)    Revised Code of Ethics of Wentworth Hauser, effective March 12, 2007. 48
(p)(53)    Code of Ethics of ___________________ . (to be filed by amendent)
Other Exhibits:
   Powers of Attorney.3
   Power of Attorney for Steven M. Joenk.12
   Power of Attorney for Theodossios (Ted) Athanassiades.15

 

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Power of Attorney for David W. Fox and Gary S. Schpero.16

Revised Powers of Attorney.20

Amended Powers of Attorney, dated December 6, 2002.23

Amended Power of Attorney for Steven M. Joenk.33

Power of Attorney for James (Jamie) Shepherdson 38

Revised Powers of Attorney. 46

 

1. Incorporated by reference to and/or previously filed Registrant’s Registration Statement on Form N-1A filed on December 3, 1996 (File No. 333-17217).

 

2. Incorporated by reference to and/or previously filed with Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A filed on January 23, 1997 (File No. 333-17217).

 

3. Incorporated by reference to and/or previously filed with Pre-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-1A filed on April 7, 1997 (File No. 333-17217).

 

4. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A filed on August 28, 1997 (File No. 333-17217).

 

5. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-1A filed on October 15, 1997 (File No. 333-17217).

 

6. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 3 to Registrant’s Registration Statement on Form N-1A filed on October 31, 1997 (File No. 333-17217).

 

7. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 4 to Registrant’s Registration Statement on Form N-1A filed on December 29, 1997 (File No. 333-17217).

 

8. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 5 to Registrant’s Registration Statement on Form N-1A filed on March 5, 1998 (File No. 333-17217).

 

9. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 7 to Registrant’s Registration Statement on Form N-1A filed on October 15, 1998 (File No. 333-17217).

 

10. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 8 to Registrant’s Registration Statement on Form N-1A filed on February 16, 1999 (File No. 333-17217).

 

11. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 10 to Registrant’s Registration Statement on Form N-1A filed on April 30, 1999 (File No. 333-17217).

 

12. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 13 to Registrant’s Registration Statement on Form N-1A filed on August 30, 1999 (File No. 333-17217).

 

13. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A filed on February 1, 2000 (File No. 333-17217).

 

14. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 15 to Registrant’s Registration Statement on Form N-1A filed on February 16, 2000 (File No. 333-17217).

 

15. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 16 to Registrant’s Registration Statement on Form N-1A filed on April 21, 2000 (File No. 333-17217).

 

16. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 17 to Registrant’s Registration Statement on Form N-1A filed on May 30, 2000 (File No. 333-17217).

 

17. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 18 to Registrant’s Registration Statement on Form N-1A filed on January 23, 2001 (File No. 333-17217).

 

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18. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 19 to Registrant’s Registration Statement on Form N-1A filed on March 22, 2001 (File No. 333-17217).

 

19. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 20 to Registrant’s Registration Statement on Form N-1A filed on April 3, 2001 (File No. 333-17217).

 

20. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 22 to Registrant’s Registration Statement on Form N-1A filed on August 13, 2001 (File No. 333-17217).

 

21. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 23 to Registrant’s Registration Statement on Form N-1A filed on February 4, 2002 (File No. 333-17217).

 

22. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 24 to Registrant’s Registration Statement on Form N-1A filed on April 3, 2002 (File No. 333-17217).

 

23. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 25 to Registrant’s Registration Statement on Form N-1A filed on February 7, 2003 (File No. 333-17217).

 

24. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 26 to Registrant’s Registration Statement on Form N-1A filed on March 31, 2003 (File No. 333-17217).

 

25. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 27 to Registrant’s Registration Statement on Form N-1A filed on January 15, 2004 (File No. 333-17217).

 

26. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A filed on February 10, 2004 (File No. 333-17217).

 

27. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 30 to Registrant’s Registration Statement on Form N-1A filed on April 7, 2004 (File No. 333-17217).

 

28. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on April 28, 2004 (File No. 333-17217).

 

29. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A filed on July 12, 2004 (File No. 333-17217).

 

30. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A filed on July 13, 2004 (File No. 333-17217).

 

31. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 35 to Registrant’s Registration Statement on Form N-1A filed on October 15, 2004 (File No. 333-17217).

 

32. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 36 to Registrant’s Registration Statement on Form N-1A filed on February 8, 2005 (File No. 333-17217).

 

33. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 37 to Registrant’s Registration Statement on Form N-1A filed on April 7, 2005 (File No. 333-17217).

 

34. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A filed on June 16, 2005 (File No. 333-17217).

 

35. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A filed on July 1, 2005 (File No. 333-17217).

 

36. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 41 to Registrant’s Registration Statement on Form N-1A filed on August 23, 2005 (File No. 333-17217).

 

37. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 42 to Registrant’s Registration Statement on Form N-1A filed on August 24, 2005. (File No. 333-17217).

 

38. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 43 to Registrant’s Registration Statement on Form N-1A filed on February 8, 2006. (File No. 333-17217)

 

39. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 44 to Registrant’s Registration Statement on Form N-1A filed on April 5, 2006. (File No. 333-17217)

 

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40. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A filed on June 16, 2006. (File No. 333-17217)

 

41. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 46 to Registrant’s Registration Statement on Form N-1A filed on August 23, 2006. (File No. 333-17217)

 

42. Incorporated by reference to Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on November 9, 2006. (File No. 333-17217)

 

43. Incorporated by reference to Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on November 13, 2006. (File No. 333-17217)

 

44. Incorporated by reference to Post-Effective Amendment No. 51 to Registrant’s Registration Statement on Form N-1A filed on February 2, 2007. (File No. 333-17217)

 

45. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 53 to Registrant’s Registration Statement on Form N-1A filed on April 27, 2007. (File No. 333-17217)

 

46. Incorporated by reference to Post-Effective Amendment No. 54 to Registrant’s Registration Statement on Form N-1A filed on October 4, 2007. (File No. 333-17217)

 

47. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on December 27, 2007. (File No. 333-17217)

 

48. Incorporated by reference to Post-Effective Amendment No. 57 to Registrant’s Registration Statement on Form N-1A filed on February 1, 2008. (File No. 333-17217)

 

49. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 58 to Registrant’s Registration Statement on Form N-1A filed on April 1, 2008. (File No. 333-17217)

 

50. Incorporated by reference to Post-Effective Amendment No. 59 to Registrant’s Registration Statement on Form N-1A filed on July 16, 2008. (File No. 333-17217)

 

Item 24. Persons Controlled by or Under Common Control with the Trust

AXA Equitable Life Insurance Company (“AXA Equitable”) controls the Trust by virtue of its ownership of more than 99% of the Trust’s shares as of August 31, 2008. All shareholders of the Trust are required to solicit instructions from their respective contract owners as to certain matters, if applicable. The Trust may in the future offer its shares to insurance companies unaffiliated with AXA Equitable.

On July 22, 1992, AXA Equitable converted from a New York mutual life insurance company to a publicly-owned New York stock life insurance company. At that time AXA Equitable became a wholly owned subsidiary of AXA Financial, Inc. (“AXA Financial”). AXA Financial continues to own 100% of AXA Equitable’s common stock. On September 7, 2004 the name “The Equitable Life Assurance Society of the United States” was changed to “AXA Equitable Life Insurance Company” (“AXA Equitable”).

AXA owns, directly or indirectly through its affiliates, 100% of the outstanding common stock of AXA Financial. AXA is the holding company for an international group of insurance and related financial services companies. AXA’s insurance operations include activities in life insurance, property and casualty insurance and reinsurance. The insurance operations are diverse geographically, with activities principally in Western Europe, North America, and the Asia/Pacific area and, to a lesser extent, in Africa and South America. AXA is also engaged in asset management, investing banking, securities trading, brokerage, real estate and other financial services activities principally in the United States, as well as in Western Europe and the Asia/Pacific area.

 

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Item 25. Indemnification

Registrant’s Amended and Restated Agreement and Declaration of Trust (“Declaration of Trust”) and By-Laws.

Article VII, Section 2 of the Trust’s Declaration of Trust (“Trust”) states, in relevant part, that a “Trustee, when acting in such capacity, shall not be personally liable to any Person, other than the Trust or a Shareholder to the extent provided in this Article VII, for any act, omission or obligation of the Trust, of such Trustee or of any other Trustee. The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, Manager, or Principal Underwriter of the Trust. The Trust shall indemnify each Person who is serving or has served at the Trust’s request as a director, officer, trustee, employee, or agent of another organization in which the Trust has any interest as a shareholder, creditor, or otherwise to the extent and in the manner provided in the By-Laws.” Article VII, Section 4 of the Trust’s Declaration of Trust further states, in relevant part, that the “Trustees shall be entitled and empowered to the fullest extent permitted by law to purchase with Trust assets insurance for liability and for all expenses reasonably incurred or paid or expected to be paid by a Trustee, officer, employee, or agent of the Trust in connection with any claim, action, suit, or proceeding in which he or she may become involved by virtue of his or her capacity or former capacity as a Trustee of the Trust.”

Article VI, Section 2 of the Trust’s By-Laws states, in relevant part, that “[s]ubject to the exceptions and limitations contained in Section 3 of this Article VI, every [Trustee, officer, employee or other agent of the Trust] shall be indemnified by the Trust to the fullest extent permitted by law against all liabilities and against all expenses reasonably incurred or paid by him or her in connection with any proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been an agent.” Article VI, Section 3 of the Trust’s By-Laws further states, in relevant part, that “[n]o indemnification shall be provided hereunder to [a Trustee, officer, employee or other agent of the Trust]: (a) who shall have been adjudicated, by the court or other body before which the proceeding was brought, to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office (collectively, “disabling conduct”); or (b) with respect to any proceeding disposed of (whether by settlement, pursuant to a consent decree or otherwise) without an adjudication by the court or other body before which the proceeding was brought that such [Trustee, officer, employee or other agent of the Trust] was liable to the Trust or its Shareholders by reason of disabling conduct, unless there has been a determination that such [Trustee, officer, employee or other agent of the Trust] did not engage in disabling conduct: (i) by the court or other body before which the proceeding was brought; (ii) by at least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the proceeding based upon a review of readily available facts (as opposed to a full trial-type inquiry); or (iii) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry); provided, however, that indemnification shall be provided hereunder to [a Trustee, officer, employee or other agent of the Trust] with respect to any proceeding in the event of (1) a final decision on the merits by the court or other body before which the proceeding was brought that the [Trustee, officer, employee or other agent of the Trust] was not liable by reason of disabling conduct, or (2) the dismissal of the proceeding by the court or other body before which it was brought for insufficiency of evidence of any disabling conduct with which such [Trustee, officer, employee or other agent of the Trust] has been charged.” Article VI, Section 4 of the Trust’s By-Laws also states that the “rights of indemnification herein provided (i) may be insured against by policies maintained by the Trust on behalf of any [Trustee, officer, employee or other agent of the Trust], (ii) shall be severable, (iii) shall not be exclusive of or affect any other rights to which any [Trustee, officer, employee or other agent of the Trust] may now or hereafter be entitled and (iv) shall inure to the benefit of [such party’s] heirs, executors and administrators.”

 

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Registrant’s Investment Management Agreements state:

Limitations on Liability. Manager will exercise its best judgment in rendering its services to the Trust, and the Trust agrees, as an inducement to Manager’s undertaking to do so, that the Manager will not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, but will be liable only for willful misconduct, bad faith, gross negligence, reckless disregard of its duties or its failure to exercise due care in rendering its services to the Trust as specified in this Agreement. Any person, even though an officer, director, employee or agent of Manager, who may be or become an officer, Trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or when acting on any business of the Trust, to be rendering such services to or to be acting solely for the Trust and not as an officer, director, employee or agent, or one under the control or direction of Manager, even though paid by it.

Sections 4(a) and 4(b) of certain of the Registrant’s Investment Advisory Agreements state:

 

4. LIABILITY AND INDEMNIFICATION

(a) Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the services provided to the Jennison Allocated Portion of the Portfolio hereunder, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for its own actions, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Manager Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnities may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, the Exchange Act, or under any other statute, at common law or otherwise arising out of or based on (a) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (b) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser, which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by an Adviser Indemnitee (as defined below) for use therein; provided, that the applicable Adviser Indemnitee has had an opportunity to review such information as included in such Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio.

(b) Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnities may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, the Exchange Act or under any other statute, at common law or otherwise arising

 

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out of or based on (a) any willful misconduct, bad faith, reckless disregard or gross negligence of the Manager in the performance of any of its duties or obligations hereunder or (b) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Trust by an Adviser Indemnitee for use therein.

Section 4 of certain of the Registrant’s Investment Advisory Agreements states:

Neither the Adviser nor any of its directors, officers, or employees shall be liable to the Manager for any loss suffered by the Manager resulting from its acts or omissions as Adviser to the Portfolio, except for losses to the Manager or the Trust resulting from willful misconduct, bad faith, or gross negligence in the performance of, or from reckless disregard of, the duties of the Adviser or any of its directors, officers or employees. The Adviser, its directors, officers or employees shall not be liable to the Manager or the Trust for any loss suffered as a consequence of any action or inaction of other service providers to the Trust in failing to observe the instructions of the Adviser, provided such action or inaction of such other service providers to the Trust is not a result of the willful misconduct, bad faith or gross negligence in the performance of, or from reckless disregard of, the duties of the Adviser under this Agreement. Notwithstanding the foregoing, nothing herein shall be deemed to waive any rights against the Adviser under federal or state securities laws.

Section 14 of each of the Registrant’s Distribution Agreements states:

The Trust shall indemnify and hold harmless the Distributor from any and all losses, claims, damages or liabilities (or actions in respect thereof) to which the Distributor may be subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or result from negligent, improper, fraudulent or unauthorized acts or omissions by the Trust or its officers, trustees, agents or representatives, other than acts or omissions caused directly or indirectly by the Distributor.

The Distributor will indemnify and hold harmless the Trust, its officers, trustees, agents and representatives against any losses, claims, damages or liabilities, to which the Trust its officers, trustees, agents and representatives may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of any material fact contained in the Trust Prospectus and/or SAI or any supplements thereto; (ii) the omission or alleged omission to state any material fact required to be stated in the Trust Prospectus and/or SAI or any supplements thereto or necessary to make the statements therein not misleading; or (iii) other misconduct or negligence of AXA Advisors in its capacity as a principal underwriter of the Trust’s Class IA shares and will reimburse the Trust, its officers, Trustees, agents and representatives for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Distributor shall not be liable in any such instance to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Trust Prospectus and/or SAI or any supplement in good faith reliance upon and in conformity with written information furnished by the Preparing Parties specifically for use in the preparation of the Trust Prospectus and/or SAI.

Section 6 of the Registrant’s Mutual Funds Service Agreement states:

(a) AXA Equitable shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Trust, in connection with the matters to which this Agreement relates, except for

 

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a loss or expense caused by or resulting from or attributable to willful misfeasance, bad faith or negligence on AXA Equitable’s part (or on the part of any third party to whom AXA Equitable has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party’s) duties or from reckless disregard by AXA Equitable (or by such third party) of its obligations and duties under this Agreement (in the case of AXA Equitable) or under an agreement with AXA Equitable (in the case of such third party) or, subject to Section 10 below, AXA Equitable’s (or such third party’s) refusal or failure to comply with the terms of this Agreement (in the case of AXA Equitable) or an agreement with AXA Equitable (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of AXA Equitable) or under an agreement with AXA Equitable (in the case of such third party). In no event shall AXA Equitable (or such third party) be liable for any indirect, incidental special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if AXA Equitable (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action.

(b) Except to the extent that AXA Equitable may be held liable pursuant to Section 6(a) above, AXA Equitable shall not be responsible for, and the Trust shall indemnify and hold AXA Equitable harmless from and against any and all losses, damages, costs, reasonable attorneys’ fees and expenses, payments, expenses and liabilities, including but not limited to those arising out of or attributable to:

(i) any and all actions of AXA Equitable or its officers or agents required to be taken pursuant to this Agreement;

(ii) the reliance on or use by AXA Equitable or its officers or agents of information, records, or documents which are received by AXA Equitable or its officers or agents and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust;

(iii) the Trust’s refusal or failure to comply with the terms of this Agreement or the Trust’s lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance;

(iv) the breach of any representation or warranty of the Trust hereunder;

(v) the reliance on or the carrying out by AXA Equitable or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust;

(vi) any delays, inaccuracies, errors in or omissions from information or data provided to AXA Equitable by data services, including data services providing information in connection with any third party computer system licensed to AXA Equitable, and by any corporate action services, pricing services or securities brokers and dealers;

(vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement;

(viii) any failure of the Trust’s registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust’s prospectus;

 

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(ix) except as provided for in Schedule B.III, the actions taken by the Trust, its Manager, its investment advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, and

(x) all actions, inactions, omissions, or errors caused by third parties to whom AXA Equitable or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its Funds, investment advisers, or Trust distributors.

The Trust shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify AXA Equitable pursuant to this Agreement.

Section 12(a)(iv) of the Registrant’s Global Custody Agreement states:

(A) Customer shall indemnify and hold Bank and its directors, officers, agents and employees (collectively the “Indemnitees”) harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and legal fees (“Losses”) that may be incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which Bank is authorized to rely pursuant to the terms of this Agreement. (B) In addition to and not in limitation of the preceding subparagraph, Customer shall also indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be incurred by, or asserted against, the Indemnitees or any of them in connection with or arising out of Bank’s performance under this Agreement, provided the Indemnitees have not acted with negligence or engaged in willful misconduct. (C) In performing its obligations hereunder, Bank may rely on the genuineness of any document which it reasonably believes in good faith to have been validly executed.

UNDERTAKING

Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

Item 26. Business and Other Connections of the Manager and Advisers

AXA Equitable is a registered investment adviser and serves as manager for all portfolios of the Registrant. The descriptions of AXA Equitable and each of the advisers, as applicable, under the caption “Management of the Trust,” “Management Team – The Manager” or “About the Investment Portfolios” in the Prospectuses (or Supplements thereto) and under the caption “Investment Management and Other Services” in the Statements of Additional Information constituting Parts A and B, respectively, of this Registration Statement are incorporated herein by reference.

 

C-43


The information as to the directors and officers of AXA Equitable is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-07000) and is incorporated herein by reference.

AXA Equitable, with the approval of the Registrant’s board of trustees, selects advisers for certain portfolios of the Registrant. The following companies, all of which are registered investment advisers, serve as advisers for such portfolios.

The information as to the directors and officers of MFSIM is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-17352) and is incorporated herein by reference.

The information as to the directors and officers of MSIM is set forth in Morgan Stanley Dean Witter Investment Management Inc.’s Form ADV filed with the Securities and Exchange Commission (File No. 801-15757) and is incorporated herein by reference.

The information as to the directors and officers of J. P. Morgan is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-21011) and is incorporated herein by reference.

The information as to the directors and officers of Evergreen is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-8327) and is incorporated herein by reference.

The information as to the directors and officers of Evergreen International is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-42427) and is incorporated herein by reference.

The information as to the directors and officers of AllianceBernstein is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-56720) and is incorporated herein by reference.

The information as to the directors and officers of Capital Guardian is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-60145) and is incorporated herein by reference.

The information as to the directors and officers of Calvert is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-17044) and is incorporated herein by reference.

The information as to the directors and officers of Fidelity is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-7884) and is incorporated herein by reference.

The information as to the directors and officers of Marsico is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-54914) and is incorporated herein by reference.

The information as to the directors and officers of Boston Advisors is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-18130) and is incorporated herein by reference.

The information as to the directors and officers of Caywood-Scholl is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-57906) and is incorporated herein by reference.

The information as to the directors and officers of GAMCO is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-14132) and is incorporated herein by reference.

The information as to the directors and officers of Montag is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-15398) and is incorporated herein by reference.

The information as to the directors and officers of UBS is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-34910) and is incorporated herein by reference.

 

C-44


The information as to the directors and officers of Wellington Management is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-15908) and is incorporated herein by reference.

The information as to the directors and officers of PIMCO is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-48187) and is incorporated herein by reference.

The information as to directors and officers of Lord Abbett is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-6997) and is incorporated herein by reference.

The information as to directors and officers of Bridgeway is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-44394) and is incorporated herein by reference.

The information as to directors and officers of Dreyfus is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-8147) and is incorporated herein by reference.

The information as to directors and officers of Ariel is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-18767) and is incorporated herein by reference.

The information as to directors and officers of Legg Mason is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-57714) and is incorporated herein by reference.

The information as to directors and officers of AXA Rosenberg is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-56080) and is incorporated herein by reference.

The information as to directors and officers of Davis is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-31648) and is incorporated herein by reference.

The information as to directors and officers of Franklin is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-51967) and is incorporated herein by reference.

The information as to directors and officers of Franklin Mutual is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-53068) and is incorporated herein by reference.

The information as to directors and officers of Oppenheimer is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-8253) and is incorporated herein by reference.

The information as to directors and officers of Templeton is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-42343) and is incorporated herein by reference.

The information as to directors and officers of Franklin Advisers is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-26292) and is incorporated herein by reference.

The information as to directors and officers of Standish is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-60527) and is incorporated herein by reference.

The information as to directors and officers of ICAP is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-40779) and is incorporated herein by reference.

The information as to directors and officers of Mellon Capital is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-28692) and is incorporated herein by reference.

 

C-45


The information as to directors and officers of Wentworth Hauser is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-46131) and is incorporated herein by reference.

The information as to directors and officers of BlackRock Investment is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-56972) and is incorporated herein by reference.

The information as to directors and officers of BlackRock International is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-16080) and is incorporated herein by reference.

The information as to directors and officers of BlackRock Financial is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-48433) and is incorporated herein by reference.

The information as to directors and officers of T. Rowe Price is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-856) and is incorporated herein by reference.

 

Item 27. Principal Underwriters.

(a) AXA Advisors and AXA Distributors are the principal underwriters of the Trust’s Class IA shares and Class IB shares. AXA Advisors also serves as a principal underwriter for the following entities: AXA Premier VIP Trust; Separate Account Nos. 45, 66 and 301 of AXA Equitable; and Separate Accounts A, I and FP of AXA Equitable. AXA Distributors also serves as a principal underwriter for AXA Premier VIP Trust and Separate Account No. 49 of AXA Equitable.

(b) Set forth below is certain information regarding the directors and officers of AXA Advisors and AXA Distributors, the principal underwriters of the Trust’s Class IA and Class IB shares. The business address of each person listed below is 1290 Avenue of the Americas, New York, New York 10104.

AXA Advisors, LLC

 

NAME AND PRINCIPAL

BUSINESS ADDRESS

  

POSITIONS AND OFFICES WITH

AXA ADVISORS LLC

  

POSITIONS AND

OFFICES WITH THE

TRUST

DIRECTORS

     

Harvey E. Blitz

   Director   

Richard Dziadzio

   Director   

Barbara Goodstein

   Director   

Andrew McMahon

   Director   

Christine Nigro

   Director   

James A. Shepherdson

   Director    Trustee

 

C-46


AXA Advisors, LLC

 

NAME AND PRINCIPAL

BUSINESS ADDRESS

  

POSITIONS AND OFFICES WITH

AXA DISTRIBUTORS, INC.

  

POSITIONS AND

OFFICES WITH THE

TRUST

OFFICERS

Andrew McMahon

Christine Nigro

Patricia Roy

Anthony Sages

Philip Pescatore

William McDermott

Kevin R. Bryne

Mark D. Godofsky

James Goodwin

Jeffrey Green

Frank Acierno

Michael Brzozowski

Gerry Carroll

Claire A. Comerford

Gary Gordon

Maurya Keating

Christopher LaRussa

Frank Massa

Carolann Matthews

Jose Montenegro

Deborah O’Neil

Edna Russo

Daniel D. Wise

Brett Wright

Camille Joseph Varlack

Harvey E. Blitz

Irina Gyrla

Ruth Shorter

Francesca Divone

  

 

Chairman of the Board

President

Chief Compliance Officer

Chief Sales Officer

Chief Risk Officer

Executive Vice President

Senior Vice President and Treasurer

Senior Vice President and Controller

Senior Vice President

Senior Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President and Associate Counsel

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice Presidebt

Assistant Vice President, Secretary and Counsel

Assistant Vice President

Assistant Vice President

Assistant Vice President

Assistant Secretary

  

AXA Distributors, LLC

 

NAME AND PRINCIPAL

BUSINESS ADDRESS

  

POSITIONS AND OFFICES WITH

AXA DISTRIBUTORS, INC.

  

POSITIONS AND

OFFICES WITH THE

TRUST

DIRECTORS

Philip Meserve

William Miller, Jr.

James Shepherdson

  

Director

Director

Director

   Trustee

OFFICERS

     

James Shepherdson

   Chairman of the Board, President & Chief Executive Officer    Trustee

Philip Meserve

   Executive Vice President of Business Development   

William Miller, Jr.

   Executive Vice President & Chief Sales Officer   

Michael Gregg

   Executive Vice President   

Gary Hirschkron

   Executive Vice President   

James Mullery

   Executive Vice President   

John Kennedy

   Senior Vice President, Managing Director and National Sales Manager   

Michael McCarthy

   Senior Vice President and National Sales Manager   

 

C-47


AXA Distributors, LLC

 

NAME AND PRINCIPAL

BUSINESS ADDRESS

  

POSITIONS AND OFFICES WITH

AXA DISTRIBUTORS, INC.

  

POSITIONS AND

OFFICES WITH THE

TRUST

Kirby Noel

 

Mitchell Waters

 

Lance Carlson

Nelida Garcia

Peter Golden

David Kahal

Kevin Kennedy

Diane Keary

Kathleen Leckey

John Leffew

Andrew Marrone

James O’Boyle

Anthea Parkinson

  

Senior Vice President and National Sales Manager

Senior Vice President and National Sales Manager

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President and National Accounts Director, Financial Institutions

  

Ted Repass

Eric Retzlaff

Jon Sampson

Marian Sole

Lee Small

Mark Teitelbaum

Mark Totten

Mary Toumpas

Nicholas Volpe

Norman J. Abrams

Kurt Auleta

Doreen Bellomo

Jeffrey Coomes

Daniel Faller

Karen Farley

Michael Gass

Timothy Hatfield

Holly Hughes

Kelly LaVigne

Deborah Lewis

Page Long

Dan Munroe

Patrick O’Shea

Kathleen Pelletier

Michelle Privitera

Ronald R. Quist

Stephen Ratcliffe

Michael Spina

Alice Stout

William Terry

Melissa Tierney

John Zales

  

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

Vice President and General Counsel

Vice President and Strategy Officer

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President and Chief Financial Officer

Vice President

Vice President

Vice President and Treasurer

Vice President

Vice President

Vice President

Vice President

Assistant Vice President

Assistant Vice President

  

 

C-48


AXA Distributors, LLC

 

NAME AND PRINCIPAL

BUSINESS ADDRESS

  

POSITIONS AND OFFICES WITH

AXA DISTRIBUTORS, INC.

  

POSITIONS AND

OFFICES WITH THE

TRUST

Camille Joseph Varlack

Sandra Ferantello

Elizabeth Hafez

Michelle Luzzi

Kevin Markowitz

Alexandria Novak

Patricia Lane O’Shea

Richard Olewnik

James Pazareskis

Lisa Powell

Kelly Riddell

Francesca Divone

  

Secretary and Counsel

Assistant Vice President

Assistant Vice President

Assistant Vice President

Assistant Vice President

Assistant Vice President

Assistant Vice President

Assistant Vice President

Assistant Vice President

Assistant Vice President

Assistant Vice President

Assistant Secretary

    

(c) Inapplicable.

 

Item 28. Location of Accounts and Records

Books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the Rules promulgated thereunder, are maintained as follows:

 

(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6); (8); (12); and 31a-1(d), the required books and records are maintained at the offices of Registrant’s Custodian:

JPMorgan Chase Bank

4 Chase MetroTech Center

Brooklyn, New York 11245

 

(b) With respect to Rules 31a-1(a); 31a-1(b)(1), (4); (2)(C) and (D); (4); (5); (6); (8); (9); (10); (11) and 31a-1(f), the required books and records are currently maintained at the offices of the Registrant’s Manager or Sub-Administrator:

 

JPMorgan Investors Services Co.    AXA Equitable Life Insurance Company     
73 Tremont Street    1290 Avenue of the Americas   
Boston, MA 02108    New York, New York 10104   

 

(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the required books and records are maintained at the principal offices of the Registrant’s Manager or Advisers:

 

AXA Equitable Life Insurance Company

1290 Avenue of the Americas

New York, NY 10104

  

AllianceBernstein, L.P.

1345 Avenue of the Americas

New York, NY 10105

    

MFS Investment Management

500 Boylston Street

Boston, MA 02116

  

Morgan Stanley Investment Management Inc.

1221 Avenue of the Americas

New York, NY 10020

    

 

C-49


Capital Guardian Trust Company

11100 Santa Monica Boulevard

17th Floor

Los Angeles, CA 90025

  

Evergreen Investment Management Company, LLC

200 Berkely Street - Suite 9000

Boston, MA 02116

JPMorgan Investment Management Inc.

522 Fifth Avenue

New York, NY 10036

  

Bridgeway Capital Management, Inc.

5615 Kirby Drive, Suite 518

Houston, TX 77005-2448

Calvert Asset Management Company, Inc.

4550 Montgomery Avenue

Suite 1000N

Bethesda, MD 20814

  

Marsico Capital Management, LLC

1200 17th Street

Denver, CO 80202

Fidelity Management & Research Company

82 Devonshire Street

Boston, MA 02109

  

Caywood-Scholl Capital Management

4350 Executive Drive

Suite 125

San Diego, CA 92121

Boston Advisors, LLC

One Federal Street 26th Floor

Boston, MA 02110

  

GAMCO Asset Management Inc.

One Corporate Center

Rye, NY 10580

The Dreyfus Corporation

200 Park Avenue

New York, NY 10166

  

Wellington Management Company LLP

75 State Street

Boston, MA 02109

Montag & Caldwell, Inc.

3455 Peachtree Road, N.W.

Suite 1200

Atlanta, GA 30326-3249

  

UBS Global Asset Management (Americas) Inc.

One North Wacker Drive

Chicago, IL 60606

Ariel Capital Management, LLC

200 East Randolph Drive, Suite 2900

Chicago, IL 60601

  

Lord Abbett & Co. LLC

90 Hudson Street

Jersey City, NJ 07302

AXA Rosenberg Investment Management, LLC

4 Orinda Way, Building E

Orinda, CA 94563

  

Legg Mason Capital Management, Inc.

100 Light Street

Baltimore, MD 21202

Franklin Advisory Services, LLC

One Parker Plaza, Ninth Floor

Fort Lee, NJ 07024

  

Davis Selected Advisers, L.P.

2949 East Elvira Road, Suite 101

Tucson, AZ 85706

Franklin Mutual Advisers, LLC

101 John F. Kennedy Parkway

Short Hills, NJ 07078

  

OppenheimerFunds, Inc.

Two World Financial Center

225 Liberty Street, 11th Floor

New York, NY 10281-1008

 

C-50


Franklin Advisers, Inc.

One Franklin Parkway

San Mateo, CA 94403-1906

  

Templeton Global Advisors Limited

Lyford Cay

Nassau, Bahamas

Standish Mellon Asset Management Company, LLC

Mellon Financial Center

One Boston Place

Boston, MA 02108-4408

  

BlackRock Financial Management, Inc.

40 East 52nd Street

New York, NY 10022

BlackRock Investment Management LLC

P.O. Box 9011

Princeton, NJ 08543-9011

  

BlackRock Investment Management International Limited

33 King William Street

London EC4R 9AS

England

Mellon Capital Management Corporation

500 Grant Street

Suite 4200

Pittsburgh, PA 15258

  

Institutional Capital, LLC

225 W. Wacker Drive

Suite 2400

Chicago, IL 60606

T. Rowe Price Associates, Inc.

100 East Pratt Street

Baltimore, MD 21202

  

Wentworth, Hauser and Violich, Inc.

353 Sacramento Street

Suite 600

San Francisco, CA 94111

Pacific Investment Management Company, LLC

840 Newport Center Drive

Newport Beach, CA 92660

  

First International Advisors

3 Bishopsgate

London EC2N 3AB

England

 

Item 29. Management Services

None.

 

Item 30. Undertakings

Inapplicable.

 

C-51


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant certifies that Post-Effective Amendment No. 60 to its Registration Statement on Form N-1A (“Post-Effective Amendment”) meets all of the requirements for effectiveness under Rule 485(b) under the 1933 Act and that the Registrant has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and the State of New York on the 26th day of September 2008.

 

EQ ADVISORS TRUST
By:   /s/ Steven M. Joenk
Name:   Steven M. Joenk
Title:   Trustee, Chairman, President and Chief
  Executive Officer

Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Steven M. Joenk

Steven M. Joenk

  

Trustee, Chairman, President and Chief

Executive Officer

  September 26, 2008

/s/ James Shepherdson*

James Shepherdson

   Trustee   September 26, 2008

/s/ Jettie M. Edwards*

Jettie M. Edwards

   Trustee   September 26, 2008

/s/ William M. Kearns, Jr.*

William M. Kearns, Jr.

   Trustee   September 26, 2008

/s/ Christopher P.A. Komisarjevsky*

Christopher P.A. Komisarjevsky

   Trustee   September 26, 2008

/s/ Theodossios Athanassiades*

Theodossios Athanassiades

   Trustee   September 26, 2008

/s/ David W. Fox*

David W. Fox

   Trustee   September 26, 2008

/s/ Gary S. Schpero*

Gary S. Schpero

   Trustee   September 26, 2008

/s/ Harvey Rosenthal*

Harvey Rosenthal

   Trustee   September 26, 2008

/s/ Brian Walsh*

Brian Walsh

   Treasurer and Chief Financial Officer   September 26, 2008

 

*By:

  /s/ Steven M. Joenk
  Steven M. Joenk
  (Attorney-in-Fact)