Amd. No 18 dtd June _ , 2010 to the Amended & Restated Investment Mgmt Agreement

EX-99.(D)(1)(XXXVI) 2 dex99d1xxxvi.htm AMD. NO 18 DTD JUNE _ , 2010 TO THE AMENDED & RESTATED INVESTMENT MGMT AGREEMENT Amd. No 18 dtd June _ , 2010 to the Amended & Restated Investment Mgmt Agreement

Exhibit (d)(1)(xxxvi)

AMENDMENT NO. 18

AMENDED AND RESTATED

INVESTMENT MANAGEMENT AGREEMENT

Amendment No. 18, dated as of [June XX, 2010] (“Amendment No. 18”) to the Amended and Restated Investment Management Agreement, dated as of May 1, 2000, as amended (“Agreement”), between EQ Advisors Trust, a Delaware statutory trust (“Trust”) and AXA Equitable Life Insurance Company, a New York stock life insurance company (“AXA Equitable” or “Manager”).

The Trust and AXA Equitable agree to modify and amend the Agreement as follows:

New Portfolios: The Trust hereby appoints AXA Equitable as the investment manager of ATM Core Bond Portfolio and ATM Intermediate Government Bond Portfolio (“New Portfolios”) on the terms and conditions contained in the Agreement.

Duration of Agreement.

Except as noted in subsection (b) below, with respect to each existing Portfolio as specified in Appendix A to the Agreement (except as provided below), the Agreement will continue in effect another 12 months beyond July 31, 2009 and may be continued thereafter pursuant to subsection (c) below.

With respect to the New Portfolios specified in Amendment No. 18, the Agreement will continue in effect until two years after its effective date and may be continued thereafter pursuant to subsection (c) below. With respect to the AXA Tactical Manager 500 Portfolio I-III, AXA Tactical Manager 2000 Portfolio I-III, AXA Tactical Manager 400 Portfolio I-III and AXA Tactical Manager International Portfolio I-III, the Agreement will continue in effect for a period of two years beginning May 1, 2009 and may be continued thereafter pursuant to subsection (c) below.

With respect to the each Portfolio, the Agreement shall continue in effect annually after the date specified in subsection (a) or (b), as the case may be, only so long as such continuance is specifically approved at least annually by a majority of the Trustees who are not a party to the agreement or interested persons (as defined in the Investment Company Act of 1940, as amended (“1940 Act”) (“Independent Trustees”), and by either the Board of Trustees or a vote of a majority of the outstanding shares of the Portfolio. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to a Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the 1940 Act) of shares of such Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement, or (b) all the Portfolios of the Trust.

Name Changes: The names of the EQ/Evergreen Omega Portfolio and EQ/Van Kampen Mid Cap Growth Portfolio shall be changed to EQ/Wells Fargo Advantage Omega Growth Portfolio and EQ/Morgan Stanley Mid Cap Growth Portfolio, respectively.

Appendix A: Appendix A to the Agreement, which sets forth the Portfolios of the Trust for which AXA Equitable is appointed investment manager is hereby replaced in its entirety by Appendix A attached hereto, and

Appendix B: Appendix B to the Agreement, which sets forth the fees payable to AXA Equitable with respect to each Portfolio is hereby replaced in its entirety by Appendix B attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 18 as of the date first above set forth.


EQ ADVISORS TRUST		AXA EQUITABLE LIFE INSURANCE COMPANY

By:		By:
	Brian Walsh Chief Financial Officer and Treasurer		Steven M. Joenk Senior Vice President

APPENDIX A

AMENDMENT NO. 18

AMENDED AND RESTATED

INVESTMENT MANAGEMENT AGREEMENT

Portfolios


AXA Tactical Manager 2000 Portfolio-I, II, III AXA Tactical Manager 400 Portfolio-I, II, III AXA Tactical Manager 500 Portfolio-I, II, III AXA Tactical Manager International Portfolio-I, II, III ATM Core Bond Portfolio ATM Intermediate Government Bond Portfolio EQ/AllianceBernstein International Portfolio EQ/AllianceBernstein Small Cap Growth Portfolio EQ/AXA Franklin Small Cap Value Core Portfolio EQ/BlackRock Basic Value Equity Portfolio EQ/BlackRock International Value Portfolio EQ/Calvert Socially Responsible Portfolio EQ/Capital Guardian Growth Portfolio EQ/Capital Guardian Research Portfolio EQ/Common Stock Index Portfolio EQ/Core Bond Index Portfolio EQ/Davis New York Venture Portfolio EQ/Equity 500 Index Portfolio EQ/Equity Growth PLUS Portfolio EQ/Franklin Core Balanced Portfolio EQ/Global Bond PLUS Portfolio EQ/Global Multi-Sector Equity Portfolio EQ/Intermediate Government Bond Index Portfolio		EQ/International Core PLUS Portfolio EQ/International ETF Portfolio EQ/JPMorgan Value Opportunities Portfolio EQ/Large Cap Core PLUS Portfolio EQ/Large Cap Growth Index Portfolio EQ/Large Cap Growth PLUS Portfolio EQ/Large Cap Value Index Portfolio EQ/Large Cap Value PLUS Portfolio EQ/Lord Abbett Growth and Income Portfolio EQ/Lord Abbett Large Cap Core Portfolio EQ/Mid Cap Index Portfolio EQ/Mid Cap Value PLUS Portfolio EQ/Money Market Portfolio EQ/Morgan Stanley Mid Cap Growth Portfolio *(formerly, EQ/Van Kampen Mid Cap Growth Portfolio)* EQ/Mutual Large Cap Equity Portfolio EQ/Oppenheimer Global Portfolio EQ/Quality Bond PLUS Portfolio EQ/Small Company Index Portfolio EQ/Templeton Global Equity Portfolio EQ/Van Kampen Comstock Portfolio EQ/Wells Fargo Advantage Omega Growth Portfolio *(formerly, EQ/Evergreen Omega Portfolio)*

APPENDIX B

AMENDMENT NO. 18

TO THE AMENDED AND RESTATED

INVESTMENT MANAGEMENT AGREEMENT

The Trust shall pay the Manager, at the end of each calendar month, compensation computed daily at an annual rate equal to the following: