Exhibit 10.5


 


INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT


FOR THE GENERAL ACCOUNT OF AXA EQUITABLE


 


THIS
AGREEMENT, dated as of October 1, 2004 (this “Agreement”),
is made by and between Alliance Capital Management L.P. (together with any
affiliated successor to its business, “Adviser”), and
AXA Equitable Life Insurance Company (“Client”).


 


WITNESSETH:


 


WHEREAS,
Client desires to avail itself of the experience, analysis and advice of
Adviser and to have Adviser provide the services hereinafter set forth upon the
terms and conditions contained in this Agreement;


 


WHEREAS,
Client is an investment manager as that term is used in the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), for
certain pension plans which participate in Client’s separate accounts 43, 46,
and 48 and, in meeting its responsibilities as investment manager to such
accounts, Client desires to avail itself of the experience, advice, assistance
and facilities of Adviser and to have it undertake the duties and responsibilities
set forth in this Agreement upon the following terms and conditions;


 


WHEREAS, Adviser
is willing to perform such services and undertake such duties and
responsibilities upon such terms and conditions;


 


WHEREAS,
Adviser and Client previously entered into an Amended and Restated Investment
Advisory and Management Agreement, dated as of January 1, 1999, as amended
(the “1999 Advisory Agreement”); and


 


WHEREAS,
Adviser and Client desire to terminate the 1999 Advisory Agreement with respect
to the General Account (as hereinafter defined) but not with respect to any of
the Separate Accounts (as defined in the 1999 Advisory Agreement) as of the
date hereof;


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, the parties hereby agree as follows:


 


SECTION 1.  Termination of 1999
Advisory Agreement.  The 1999
Advisory Agreement is hereby terminated with respect to the General Account (as
hereinafter defined) but not with respect to any of the Separate Accounts (as
defined in the 1999 Advisory Agreement), effective as of the date hereof.


 


SECTION 2.  Investment Advisory Services.   Client hereby engages Adviser to provide
nondiscretionary investment advisory and asset management services of the kinds
described in this Agreement, upon the terms and conditions set forth in this
Agreement.  On and after the date hereof,
Adviser will act as investment adviser with respect to certain assets which
Client from time to time designates Adviser to manage that are held in segments
of its general account and its separate accounts 43, 46, and 48 and that are
evidenced by securities other than securities in the asset classes listed in


 


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Schedule II attached
hereto.  Adviser and Client have agreed
to a list attached hereto as Schedule I specifying the asset categories in
such general and separate accounts with respect to which Adviser may provide
advisory services in accordance with the terms of this Agreement (which assets,
together with all additions, substitutions and alterations thereto, are
hereafter called the “General Account”).


 


In
deciding on the manner in which to recommend the assets be invested, Adviser
will act in accordance with the directions of Client’s Investment Committee of
the Board of Directors and any other investment policy statements or other
similar guidelines which are furnished in writing by Client.  Adviser will make
recommendations with respect to the investment of the General Account.  Recommendations will be communicated to an
appropriate investment officer of Client and Client will make investment
decisions which will be communicated in writing or orally (in which case, they
shall be promptly confirmed in writing) to Adviser.


 


Where
Client has instructed Adviser that it wishes to vote the proxies for any shares
of stock or other voting securities held in the General Account, Adviser may
make recommendations to Client on the voting of such proxies.


 


Adviser
shall use its best efforts to ensure that recommendations made pursuant to this
Agreement comply with all applicable provisions of the New York Insurance Law
of which it has been advised by Client or of which it is otherwise aware; provided, however, that ultimate responsibility for
compliance shall remain with Client.


 


Nothing
herein shall be deemed to preclude Client from arranging to receive investment
advisory services from other investment advisers respecting any Client assets,
including any assets in the General Account.


 


SECTION 3.  Investment Management
Services. Adviser is hereby granted the following power and
authority with respect to the General Account.


 


Adviser shall, with the approval of Client, place
orders for the execution of securities transactions for the General Account as
may be recommended to and accepted by Client with or through such brokers,
dealers or issuers as Adviser may select in accordance with Section 8
below.  Adviser recognizes that it may be
a fiduciary under ERISA with respect to some of the assets held in separate
accounts 43, 46 and 48.  Subject to
applicable law and its policy to allocate investment opportunities among
clients and among the General Account over a period of time on a fair and
equitable basis, transactions in securities may be effected on behalf of
clients of Adviser other than Client from whom Adviser has discretionary
trading or investment authority prior to the time that recommendations for
transactions in the same securities may be communicated to Client (or executed
by or on behalf of Client), and at different prices.


 


In
connection with the services to be provided hereunder, Adviser will vote the
proxies for all shares of stock or other voting securities held in the General
Account, unless otherwise instructed in writing by Client, as set forth in Section 2.


 


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SECTION 4.  Reporting and other
Administrative Services. Adviser shall furnish such reports,
returns, data, analyses, disclosures and other information requested by Client
as Client determines are (a) necessary for Client’s compliance with and
prepared in accordance with Regulatory Requirements, as defined below
(including, without limitation, those of the Securities and Exchange
Commission, the Sarbanes-Oxley Act of 2002, as it may be amended from time to
time, and New York Insurance Department), statutory accounting principles,
United States generally accepted accounting principles, French accounting
principles and international accounting standards, or (b) otherwise necessary
to meet Client’s current and future requirements, including, but not limited to
the reports and information set forth in Schedule III.  “Regulatory Requirement”
shall mean any statute, law, rule, ruling, code, ordinance, decision, official
pronouncement, regulation, requirement, procedure, permit, directions, decree,
judgment or order of any Regulatory Authority (defined in next sentence) now or
hereafter in effect, in such case, as and to the extent available in published
or other publicly available form, and, in each case, as amended from time to
time and any interpretation thereof published by any Regulatory Authority.  “Regulatory Authority” shall mean any nation
or government, any state, county, municipality or other political subdivision
thereof or any entity exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to government or any rating agency
or entity which sets accounting and/or reporting standards.


 


Adviser
shall deliver to Client (i) on a quarterly basis a completed quarterly management
questionnaire letter to the controller of Client, in such form as Client may
reasonably request, on accounting, reporting, internal controls and disclosure
issues in support of the quarterly management representation letter to be
issued by Client to its independent accountants, signed by such appropriate
officers of Adviser and, at Client’s request, of any affiliate of Adviser which
is performing services under this Agreement, as Client may reasonably request;
and (ii) on an annual basis, on such date as Client may reasonably designate,
SAS 70 (as defined below) opinion letters (Type II) containing reports on both
internal controls placed in operation and tests of operating effectiveness of
such controls, prepared by a  Nationally
Recognized Accounting Firm (as defined below) that does not represent Client as
its principal auditor  for each of (1)
Client and (2) its parent AXA.  Until
further notice from Client, such SAS 70 opinion letters will, for each year, be
dated as of September 30 and delivered by November 15.  If the processes and controls upon which such
SAS 70 opinion letter is based have changed from September 30 to December 31
to such extent that it would no longer be reasonable for Client to rely on such
SAS 70 opinion letter, Adviser shall notify Client of such changes by January 15
and shall review such changes with Client if Client so requests.  Adviser shall furnish Client with copies of
any reports or correspondence it receives from its external or internal
auditors which comment negatively in any material respect on  internal controls,  to the extent such deficiencies could
materially adversely affect Adviser’s performance pursuant to this Agreement;
provided, however, such reports may be redacted to the extent not applicable to
Adviser’s internal controls. 
Notwithstanding anything to the contrary herein, Adviser shall promptly
review with Client any change to the processes and controls on which the then
most recent SAS 70 opinion letter is based.


 


For
purposes of this agreement, “SAS 70” shall
mean the Statement of Auditing Standards No. 70, the auditing standard issued
by the American Institute of Certified


 


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Public Accountants that
provides guidance to enable an independent auditor to issue an opinion on a
service organization’s description of internal controls.  “Nationally Recognized
Accounting Firm” shall mean Pricewaterhouse Coopers, Ernst &
Young, Deloitte & Touche or KPMG, or any successor thereof.


 


SECTION 5.  Custody and Reports to Client;
Records. Client will either maintain custody itself or establish and
maintain for the term of this Agreement a custody account or accounts with JP
Morgan Chase Bank or with another New York bank or banks designated by Client
(the “Custodian”) for
the assets of the General Account. All such assets shall be and remain the
property of and shall remain under the ultimate control of Client. Client will
itself and will cause the Custodian to inform Adviser promptly of all assets
placed in the General Account and will establish reporting and accounting
arrangements such that Adviser will be fully informed at all times as to the
assets in the General Account. Adviser shall be fully protected and indemnified
by Client in relying on such reporting and accounting arrangements. Adviser
will promptly furnish to Client those reports set forth on Schedule III
and such other reports as Client and Adviser may agree to in writing from time
to time. Adviser shall meet on a regular basis with designated representatives
of Client to review the investment performance of the General Account and such
other matters as Client may reasonably request.


 


The
books, accounts and records of Client as to all transactions between Client and
Adviser under this Agreement shall be maintained so as to clearly and
accurately disclose the nature and details of the transactions, including such
accounting information as is necessary to support the reasonableness of the
charges under this Agreement.  In
addition, Advisor shall maintain records in accordance with Regulation No. 152
of the New York Insurance Department that will be available during Advisor’s
normal business hours to Client and any governmental agency that has regulatory
authority over Client’s business activities. 
Each party shall be and remain sole owner of its own records, including
but not limited to business and corporate records, regardless of the use or
possession by either party of the other party’s records. All records relating
to the General Account (or copies thereof) shall be turned over to Client, or
as it may direct, upon termination of this Agreement.


 


SECTION 6.  Fee for Services. Client
will pay Adviser fees for services performed by Adviser under Sections 2 and
3of this Agreement in accordance with the Fee Schedule attached hereto as Schedule I,
as the same may be amended from time to time by mutual written agreement
between Client and Adviser.  Client will
pay Adviser an annual fee of $250,000 for services performed by Adviser and
described in Schedule III hereto. 
It is understood and agreed by the parties hereto that the expenses
hereunder shall be accounted for by the Client in accordance with Regulation
No. 33 of the New York Insurance Department.


 


SECTION 7.  Valuation of Investments.  In computing the market value of any
investment held under this Agreement, each security listed on a national
securities exchange shall be valued at the last quoted sale price on the
valuation date on the principal exchange on which such security is traded, if
such price is available.  However, if no
such price shall be available and in the case of any other security or asset,
such


 


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securities or assets
shall be valued in a manner determined in good faith by Adviser to reflect its
fair market value.


 


SECTION 8.  Brokerage. Adviser,
in its sole discretion, will seek to obtain the best prices and execution for
all orders placed for the General Account, considering all circumstances.  To the extent permitted by applicable law,
including ERISA, Adviser may, in the allocation of business, consider the
statistical data, research and other services furnished to Adviser by brokers
and dealers.  Such services may be used
by Adviser in connection with its other advisory activities or investment
operations.  Client acknowledges that the
costs of using such brokers and dealers may be higher than the costs of brokers
or dealers who do not provide such services. 
Transactions for the General Account may be executed as part of
concurrent authorizations to purchase or sell the same security for other
accounts and clients served by Adviser. When these concurrent transactions
occur, Adviser’s objective will be to allocate the executions so as not to
discriminate among accounts.  From time
to time certain affiliates of Adviser which are broker-dealers may effect
transactions on behalf of the General Account. 
In the case of separate accounts 43, 46 and 48, Adviser may effect
transactions with certain affiliates only in compliance with the provisions of
Prohibited Transaction Exemption 86-128 issued by the U.S. Department of Labor
under ERISA or any amendment or successor to such exemption.  Client acknowledges that from time to time
certain affiliates of Adviser which are members of a national securities
exchange may effect transactions on behalf of the General Account on such
exchange pursuant to Section 11(a) of the Securities Exchange Act of 1934
and Rule l1a2-2(T) thereunder.  Such
affiliates may receive compensation in connection with such transactions.  Client consents to such affiliates retaining
such compensation pursuant to Section 11 (a) of the Securities Exchange
Act and Rule l1a2-2(T) thereunder.


 


SECTION 9.  Representations,
Warranties and Responsibilities of Adviser. 
Adviser represents and warrants that each of it and any
subadviser appointed pursuant to Section 22 shall at all times during
which it provides services to Client hereunder (a) be validly existing and in
good standing under the laws of its state of organization, (b) be duly registered
with the United States Securities and Exchange Commission as an investment
adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), to the extent required to perform its
obligations under this Agreement, (c) be duly qualified to do business and duly
registered or licensed as an investment adviser in each state or jurisdiction,
to the extent necessary to perform its obligations under this Agreement, and
(d) have completed, obtained or performed all registrations, filings, approvals,
licenses, consents and examinations required by any regulatory authority to the
extent necessary or appropriate to perform its obligations under this
Agreement.  If either of Adviser or such
subadviser should, at any relevant time, cease to be so registered, Adviser
will promptly notify Client. Adviser makes no representation or warranty as to
the investment performance or profitability of the General Account.


 


SECTION 10.  Client Representations and
Warranties. Client represents and warrants that this Agreement has
been duly authorized by all necessary action, corporate and other, that it
constitutes the legal, valid and binding obligation of Client, and that the
terms of this Agreement do not conflict with any material obligation by which
it is bound, whether arising by contract, operation of law or otherwise.


 


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SECTION 11.  Other Activities of Adviser. It
is understood that Adviser and any of its affiliates may engage in any other
business including investment management and advisory services to others who
may have investment policies similar to those followed by Client with respect
to the General Account, provided that, subject to this Section 11, the
Adviser shall at all times allocate investment opportunities among clients of
the Adviser on a fair and equitable basis. 
Adviser will be free, in its discretion, to make recommendations to
others, or effect transactions on behalf of itself or for others which may be
the same as or different from those effected on behalf of the General Account.
Subject to applicable law, including ERISA, (i) nothing contained in
this Agreement shall prevent Adviser or any of its affiliates, acting either as
principal or agent on behalf of others, from buying or selling, or from
recommending to or directing any other account to buy or sell, at any time,
securities of the same kind or class directed by Adviser to be purchased or
sold for the Account; and (ii) it is understood that Adviser, its affiliates,
and any officer, director, stockholder, employee or any member of their
families may have an interest in a particular transaction or in securities of
the same kind or class as those whose purchase or sale Adviser may recommend or
effect on behalf of the General Account.


 


Subject to applicable law, including its obligations
as a fiduciary under ERISA, Adviser shall not be obligated to recommend to
Client for the General Account any particular investment opportunity which
comes to it. Unless Adviser determines in its sole discretion that it may
appropriately do so, Adviser may refrain from purchasing on behalf of the
General Account or rendering any advice or services concerning securities of
(i) companies of which Adviser, its affiliates, or any of its or their
officers, directors, or employees are directors or officers, (ii) companies for
which Adviser or its affiliates act as financial adviser or underwriter, or
(iii) companies about which Adviser or any of its affiliates have information
which Adviser deems confidential or non-public.


 


SECTION 12. 
Liabilities of Adviser.  The Adviser shall (a) discharge its
duties with the care, skill, prudence and diligence under the circumstances
then prevailing that a prudent person acting in a like capacity and familiar
with such matters would use in the conduct of an enterprise of a like character
and with like aims and (b) act in accordance with the standards in
effect from time to time under federal and New York law (with respect to New
York Insurance Law only, to the extent required by such law and communicated in
writing by Client to the Adviser from time to time or as otherwise known to the
Adviser) which apply to any person serving in the capacity with respect to
Client in which the Adviser is then serving. 
Adviser shall discharge its duties with respect to separate accounts 43,
46 and 48 solely in the interest of the participants in the plans participating
in such accounts and their beneficiaries with the care, skill, prudence, and
diligence under the circumstances then prevailing that a prudent person acting
in a like capacity and familiar with such matters would use in the conduct of
an enterprise of a like character and with like aims.  To the extent permitted by applicable law,
including in the case of separate accounts 43, 46 and 48, the applicable
provisions of ERISA, Adviser, its affiliates, directors, officers, or employees
will not be liable for any action, omission, information or recommendation in
connection with this Agreement or investment of the General Account, except in
the case of their willful misfeasance, bad faith, gross negligence or reckless
disregard of their duties and obligations hereunder.


 


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SECTION 13.  Assignment.  No assignment, within the meaning of such
term under the Advisers Act and the rules thereunder, of this Agreement shall
be made by Adviser. Adviser agrees to notify Client of any changes in the
membership of its general partner or partners within a reasonable time after
such change.


 


SECTION 14.  Termination of Agreement.  This Agreement will continue
through December 31, 2004.  After
such date, this Agreement shall be effective for successive 12-month periods
unless either Client or Adviser notifies the other in writing not later than
the first day of any such 12-month period that this Agreement shall not be
renewed at the end of such period. 
Nonrenewal of this Agreement by Client shall constitute a termination of
this Agreement, which termination may either be for Cause (as defined below) or
not for Cause.  Notwithstanding the
foregoing, after the end of the initial 12-month period, Client may terminate
this Agreement upon 90 days written notice to Adviser, and Adviser may
terminate this Agreement upon 180 days written notice to Client, and Client may
terminate this Agreement at any time for Cause (as defined below).  Upon termination of this Agreement, Adviser
will furnish to Client a report containing, among other things, a statement of
investments of the General Account as of the date of termination and Client
will pay to Adviser all fees accrued and unpaid to the date of termination in
accordance with Schedule I.


 


If
Client or Adviser gives notice of termination of this Agreement, Client and
Adviser will take all necessary steps, including, without limitation, Adviser
providing Client with access to and the opportunity to consult with Adviser’s
employees, in order to facilitate an orderly transition of the records and
responsibilities so as to avoid a disruption of services to Client. Any such transition
shall begin reasonably promptly after the giving of such termination notice,
and the parties shall use their best efforts to complete such transition by the
termination date. If such transition is not completed by the termination date
and if Adviser continues to provide services or undertake duties and
responsibilities under this Agreement, this Agreement, including without
limitation the fee provisions, shall be deemed to continue in effect with
respect to the services so provided or duties and responsibilities so
undertaken until such time as both parties agree that the transition is
complete.


 


Client anticipates
that if notice of termination of this Agreement is given, Client for itself and
its subsidiaries and its and their servicers may wish to purchase at fair value
a perpetual, royalty-free non-exclusive license or licenses to all or part of
the application, operating and reporting software and systems used by Adviser
in the performance of its accounting, valuation, reporting and treasury services
for Client and its subsidiaries under this Agreement and certain other
agreements. If notice of termination of this Agreement is given and if Client
wishes to purchase such a license or licenses, it shall give notice in writing
to Adviser promptly after the giving of the termination notice, and Adviser
agrees to work together with Client to obtain required approvals for such
purchase.


 


If
Adviser terminates this Agreement for any reason, then Adviser shall not be
entitled, with respect to any period after the effective date of termination,
to any fees of any kind, including, without limitation, any fees contemplated
by Section 6.  Notwithstanding
anything to the contrary herein contained, Adviser may terminate this Agreement
if Client fails to pay any fees due and owing under this Agreement and such


 


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failure remains uncured
for a period of 90 days after receipt by Client of written notice of such
breach during which period Client and Adviser shall work together to resolve
any disagreement concerning the calculation of such fees.


 


For
purposes of this Agreement, “Cause” shall
mean willful misfeasance, gross negligence or reckless disregard of the duties
and obligations hereunder on the part of Adviser, the material breach by
Adviser of any provision hereof, any determination by the U.S. Securities and
Exchange Commission (the “SEC”), other
regulatory body or court of competent jurisdiction materially barring or
restricting Adviser from acting as an investment adviser, or the imposition by
the SEC, other regulatory body or court of competent jurisdiction of material
limitations on the ability of Adviser to provide services under this Agreement.


 


SECTION 15.  Change or Modification of
Agreement.  This Agreement may
not be amended, changed or modified except by an instrument in writing signed
by Client and Adviser.  Any such
amendment, change or modification shall comply with all applicable requirements
of the New York Insurance Law.


 


SECTION 16.  Confidentiality.  During the course of Client’s
business relationship with Adviser, there will be communications between Client
and Adviser, and each of Client and Adviser will be afforded access to certain
books, records, reports, data, files and documents of the other, and will be
afforded access to or will learn certain confidential and proprietary
information, written or oral, of the other (collectively the “Confidential
Information”).  Such Confidential
Information (i) of Client shall include the information regarding Client’s
investments, and (ii) of either party may include but will not be necessarily
limited to Confidential Information which deals with (a) such party’s trade
secrets, investments, properties, products, services, shareholders,
unitholders, partners, finances, business affairs, methods of operation,
distribution strategies, procedures or other internal matters; (b) such party’s
past, present or prospective policy, contract or certificate holders or
pension, investment or other clients; (c) any party who has otherwise
contracted or negotiated with such party, or may hereafter do so; (d) the
finances, business affairs, business plans, marketing strategies, circumstances
or relationships of such party to any of the parties referred to in clauses (b)
and (c) of this Section 16, (e) any non-public information, including the
names and addresses and personal information concerning such party’s active and
retired employees and internal memoranda and correspondence, material,
inventions, improvements, systems or programs used by such party and in which
such party has proprietary rights or is under contractual obligation to protect
a third party’s proprietary rights; (f) the internal business practices and
business records of such party, whether oral or written, or (g) the terms of
this Agreement.  For the protection of
Client and Adviser it is agreed as follows:


 


(i)                                     Except
as otherwise required by any regulatory requirements, each of Client and
Adviser will hold all Confidential Information of the other in strictest
confidence and will use such Confidential Information solely for the purposes
of performing its duties or exercising its rights hereunder.  Client and Adviser shall disclose such
Confidential Information to any third parties only to the extent necessary to
perform such duties or exercise


 


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such
rights and only to persons who have been informed of the obligations imposed by
this Agreement.


 


(ii)                                  Notwithstanding
anything to the contrary herein, neither Client nor Adviser shall have any
obligation to preserve the confidentiality of any Confidential Information
which:


 


(1)                                  is
or becomes publicly available (other than through unauthorized disclosure by
the receiving party);


 


(2)                                  at
the time of disclosure to the receiving party, is already in the possession of
or known to the receiving party to be free of any confidentiality obligations
applicable to it;


 


(3)                                  is
made available to the receiving party, as a matter of right by any person or
entity other than the other party; or


 


(4)                                  is
the subject of a subpoena or other such legal process or compulsion, whereupon
each of Client and Adviser shall, unless otherwise required by a regulatory
requirement, provide notice to the other party prior to such disclosure in order
allow the other party to seek an appropriate protective order.


 


(iii)                               Notwithstanding the
foregoing provisions of this Section 16, any party hereto (and each
employee, agent or representative of the foregoing) may disclose to any and all
persons, without limitation of any kind, the tax treatment and tax structure of
the transactions entered into in connection herewith and all materials of any
kind (including opinions or other tax analyses) that are provided relating to
such tax treatment and tax structure, except to the extent maintaining such
confidentiality is necessary to comply with any applicable federal or state
securities laws; provided that the confidentiality obligations of this
Agreement or other agreements relating to this transaction between the parties
shall continue to apply to information irrelevant to understanding the tax
treatment or tax structure of this transaction. 
The preceding sentence is intended to cause the transaction contemplated
hereby to be treated as not having been offered under conditions of
confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor
provision) of the Treasury Regulations promulgated under Section 6011 of
the Internal Revenue Code and shall be construed in a manner consistent with
such purpose.


 


(iv)                              Notwithstanding
the foregoing provisions of this Section 16, Adviser shall implement and
maintain appropriate measures designed to comply with Client’s privacy policy
and thereby meet the objectives of Regulation No. 173 of the New York Insurance
Department with respect to safekeeping


 


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Client’s
customer information and customer information systems. Adviser shall adjust its
information security program at the request of Client for any relevant changes
dictated by Client’s assessment of risk around its customer information and
customer information systems.  Confirming
evidence that Adviser has satisfied its obligations under this Agreement shall
be made available, during normal business hours, for inspection by Client,
anyone authorized by Client, and any governmental agency that has regulatory
authority over Client’s business activities.


 


SECTION 17.  Audit Review.  Client or any governmental authority having
jurisdiction over the Client shall have the right (even if Client is in default
hereunder or after this Agreement has expired or been terminated), at any time
and from time to time upon reasonable notice, to undertake or cause to be
undertaken an audit review of all investments and proposed investments, Adviser’s
performance of its services under this Agreement, the fees payable to Adviser
hereunder and all reimbursable costs and expenses hereunder, if any, and
Adviser’s compliance herewith.  Such
audit review may be undertaken directly by Client or by third parties engaged
by Client, and the fees and disbursements of any third party auditor retained
by Client or such governmental authority shall be paid by Client.  Adviser shall cooperate fully with Client and
each such third party in connection with any such audit review.  The rights of Client under this Section 17
may be enforced by an action at law or in equity, whether for specific
performance or injunction or otherwise.


 


SECTION 18.  Business Continuity
Planning.  With respect to the
services to be provided by the Adviser pursuant to this Agreement, Adviser
will, upon request, provide Client with a copy of its business continuity plan.


 


SECTION 19.  Entire Agreement;
Severability.  This Agreement
constitutes the entire understanding and agreement between Client and Adviser
relating to the services provided for in this Agreement and supersedes all
other prior agreements and under-standings, whether written or oral, between
Client and Adviser concerning this subject matter.  If any term or provision of this Agreement
shall be held to be invalid or unenforceable it shall not render invalid or
unenforceable the remaining terms or provisions of this Agreement or affect the
validity or enforceability of any of the terms or provisions of this Agreement.


 


SECTION 20.  Arbitration.  Should an irreconcilable
difference of opinion between Adviser and Client arise as to the interpretation
of any matter respecting this Agreement, it is hereby mutually agreed that such
differences shall be submitted to arbitration as the sole remedy available to
both parties.  Such arbitration shall be
by three arbitrators in accordance with the rules of the American Arbitration
Association, the arbitrators shall have extensive experience in the insurance
and/or investment advisory industries, and the arbitration shall take place in
New York, New York.  Each party shall
bear its own expenses in connection with the arbitration and the fees and
expenses of this arbitration and any other expense of the arbitration shall be
shared equally by the parties.


 


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SECTION 21.  Directions to Adviser and
Notices.  All investment
guidelines or general directions by Client to Adviser shall be in writing
signed by the chief investment officer of Client or his or her designee.
Adviser may accept the same as conclusive evidence of the truth and accuracy of
the statements therein contained and shall be fully protected and indemnified
by Client in relying thereon. Any investment guideline, direction, notice,
report, or other communication required or permitted to be furnished or given
hereunder will be furnished or given in writing and received by Client or
Adviser, as the case may be, at the following addresses:


 


If to
Client:


AXA
Equitable Life Insurance Company


1290
Avenue of the Americas


New
York, New York 10104


Attention:  Office of the Chief Investment Officer


 


addressed to the
attention of the person or persons designated by Client to receive the
direction, notice, report or other communication or, in the absence of such
designation, the Secretary.


 


If to
Alliance:


Alliance
Capital Management L.P.


1345
Avenue of the Americas


New
York, New York 10105


Attention:
General Counsel


 


SECTION 22.  Subadvisers.  Adviser may contract with one or more direct
or indirect subsidiaries of Alliance for the performance of its obligations
hereunder as an entirety or with respect to specified asset classes or
portfolios; provided, however, that the terms and
conditions of such contracts shall not be inconsistent herewith and that
Adviser shall not be relieved of its duties and obligations to Client
hereunder. Adviser shall be solely liable for all fees owed by it under any
such contract, irrespective of whether Adviser’s compensation pursuant hereto
is sufficient to pay such fees.


 


SECTION 23.  Control.  The performance of services by Adviser for
Client pursuant to this Agreement shall in no way impair the absolute control
of the business and operations of Adviser or Client by their respective boards
of directors.  Adviser shall act
hereunder so as to assure the separate identity of Client.  The business and operations of Client shall
at all times be subject to the direction and control of the board of directors
of the Client.


 


SECTION 24.  Governing Law.  The provisions of this Agreement will be
construed and interpreted in accordance with the laws of the State of New York
as at the time in effect, without giving effect to the conflicts of laws
principles thereof.


 


11





















 


IN WITNESS
WHEREOF, Adviser and Client have caused this Agreement to be executed by their
representatives as of the date and year first written above.


 


	
   

  	
  ALLIANCE CAPITAL
  MANAGEMENT L.P., or

  any affiliated successor to its business

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ALLIANCE CAPITAL
  MANAGEMENT

  
	
   

  	
   

  	
  CORPORATION, its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert H.
  Joseph, Jr.

  	
   

  
	
   

  	
   

  	
  Name: Robert H.
  Joseph, Jr.

  
	
   

  	
   

  	
  Title: SVP and
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AXA EQUITABLE
  LIFE INSURANCE

  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stanley B.
  Tulin

  	
   

  
	
   

  	
   

  	
  Name: Stanley B.
  Tulin

  
	
   

  	
   

  	
  Title: Vice Chairman
  and CFO

  



 


12





















 


Schedule I to Investment Advisory and

Management Agreement, dated as of October 1,

2004 between Alliance Capital Management

L.P. and AXA Equitable Life Insurance

Company


 


Adviser will receive from Client fees according to
this Schedule.  Asset-based fees are
based on the carrying value determined in accordance with generally accepted
accounting principles (“GAAP”) of
assets held pursuant to this Agreement as of the beginning of the billing period;
provided, however, that all fixed maturities are to be valued at amortized cost
determined in accordance with GAAP. Asset-based fees will be billed quarterly
in advance of service at 1⁄4 the annual rate stated on this schedule.  All such bills shall be due and payable
within 90 days of the date of the respective invoice.


 


Fees applicable to periods shorter than a calendar
month or, in the case of those billed quarterly, a calendar quarter, due to the
effective date or termination date of this Agreement will be prorated either
from the effective date or to the termination date, whichever is appropriate,
and will be based on the value of investments held under this Agreement as of
either the end of the short period or the termination date, whichever is appropriate.


 


Fee
computations at the end of each relevant period shall be adjusted to correct
for any accounting errors or omissions made (i) during such period or, (ii) if
not otherwise corrected and adjusted for in a prior fee computation, during
such prior period.


 


A.           Schedule of
Asset-Classes and  Fees


 


	
  Asset Class

  	
   

  	
  Annual Fee

  
	
   

  	
   

  	
   

  
	
  Core Public Bonds

  Publicly traded debt securities and preferred stock (including securities
  received in exchange for Rule 144A securities) and the cash and
  cash-equivalent proceeds thereof not withdrawn by Client

  	
   

  	
  7.5 Basis Points

  
	
   

  	
   

  	
   

  
	
  Core Private Placements

  Privately placed debt securities and preferred stock

  	
   

  	
  18.5 Basis
  Points

  



 





















 


	
  Common Stock

  	
   

  	
  20 Basis Points

  
	
   

  	
   

  	
   

  
	
  Limited
  Partnership/Enhanced Return Funds

  	
   

  	
  32 Basis Points

  
	
   

  	
   

  	
   

  
	
  High Yield Public Bonds

  Investments in publicly traded debt securities and preferred stock rated NAIC
  Grade 3 or below

  	
   

  	
  25 Basis Points

  
	
   

  	
   

  	
   

  
	
  Collateralized
  Debt Obligations 

  	
   

  	
  2 Basis Points 

  
	
   

  	
   

  	
   

  
	
  Derivative
  Transactions

  	
   

  	
  600,000

  



 


B.             Schedule of
Other Fees


 


	
  Non-Equitable
  legal and consulting services required for private placement workouts (Client
  to notified of these costs as they are incurred)

  	
   

  	
  Costs incurred
  will be passed through directly to Client*

  



 










* At the request of
Client, Adviser will (i) review with Client specified legal bills (both
non-Equitable and Law Department) to assist Client in determining the
appropriateness of those bills, and (ii) together with representatives of
outside counsel or the Law Department, assist Client in estimating future legal
expenses to be incurred in connection with specified transactions.


 


2





















 


Schedule II to Investment Advisory and

Management Agreement, dated as of October 1,

2004, between Alliance Capital Management

L.P. and AXA Equitable Life Insurance

Company


 


Excluded Asset Classes


 


The
asset classes set forth below held or to be held in Client’s General Account
are not included in the accounts for which Adviser is to act as investment
adviser under the Investment Advisory and Management Agreement, dated as of October 1,
2004 (the “Agreement”), notwithstanding that
they are evidenced by securities.  These
excluded asset classes are not subject to any provisions of the Agreement,
including, without limitation, Section 6 thereof.


 


Real Estate and Mortgage
Assets


 


Assets Managed by Client’s
Treasurer


 


•                  Short-term investments designated by
Client


 


Assets Managed by Client’s
Corporate Operations


 


•                  Securities issued by Client’s
affiliates, including any intercompany notes evidencing borrowings


 


Other Assets


 


•                  Equitable Deal Flow Funds


•                  Securities issued by collateralized
bond obligation vehicles sponsored by Alliance or its affiliates or for which
Alliance or its affiliates act as manager or investment adviser


•                  Investments made pursuant to the
Community Investment Program


•                  Investments made pursuant to programs
managed or advised by investment advisers to Client other than Alliance.


•                  Assets managed by investment advisers
other than Alliance


•                  Limited Partnership/Enhanced Return
Funds listed below


•                  Albion Alliance Mezzanine Fund, L.P.


•                  Albion Alliance Mezzanine Fund II,
L.P.


•                  The Czech Direct Equity Fund I, L.P.


•                  Alliance Scan East Fund, L.P.


•                  APA Excelsior III, L.P.


 


S-II-1





















 


Schedule III to Investment Advisory and Management Agreement,


dated as of October 1, 2004, between Alliance Capital Management
L.P.


and AXA Equitable Life Insurance Company*


 


	
  Reports

  	
   

  	
  Frequency

  
	
   

  	
   

  	
   

  
	
   

  	
  •     Portfolio and segment reviews

  	
   

  	
  Quarterly

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •     Bond book value/market value summary

  	
   

  	
  Daily

  
	
   

  	
  •     Industry exposure updates

  	
   

  	
  Periodically, as
  available

  
	
   

  	
  •     Bond purchases and sales reports

  	
   

  	
  Weekly and
  Quarterly

  
	
   

  	
  •     Bond credit sales reports

  	
   

  	
  Monthly

  
	
   

  	
  •     Investment Committee Reports

  	
   

  	
  For each
  Investment Committee meeting of Client

  
	
   

  	
  •     Business review reports (including top 25 bond
  holdings, top 10 bond unrealized gain/loss and portfolio activity reports)

  	
   

  	
  For each
  Business Review Meeting of Client

  
	
   

  	
  •     Rating agency reports

  	
   

  	
  For each Rating
  Agency Meeting of Client

  
	
   

  	
  •     Investment Under Surveillance (IUS) Reports

  	
   

  	
  Quarterly

  
	
   

  	
  •     Short-term reports

  	
   

  	
  Daily

  
	
   

  	
  •     Derivatives Reports [prepared in accordance with
  Client’s Derivatives Use Plan (“DUP”)]

  	
   

  	
  Monthly,
  quarterly or annually, as required by DUP

  
	
   

  	
  •     MBS Report

  	
   

  	
  Periodically, at
  least Quarterly

  
	
   

  	
  •     Pricing Matrix Report

  	
   

  	
  Monthly

  
	
   

  	
  •     Bond Cash-Flow Forecast (P&I)

  	
   

  	
  Monthly

  
	
   

  	
  •     Plan, Economic Capital and Embedded Value
  support, cash flow projections on CMOS/CMBS/MBS/ABS for regulatory cash flow
  testing, and CDO cash flow reports

  	
   

  	
  Periodically, as
  necessary

  
	
   

  	
  •     Reports relating to troubled investments,
  bankruptcies and workouts

  	
   

  	
  Periodically, as
  necessary

  
	
   

  	
  •     Analyses and reports relating to partnership
  activity, monitoring investments and new investments

  	
   

  	
  Periodically, as
  necessary

  
	
   

  	
   

  	
   

  	
   

  
	
  Files from Alliance/CAMRA for Investment

  Management Information System

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •     Camra Daily Transaction file - Transactions at
  the currhold level

  	
   

  	
  Daily

  
	
   

  	
  •     Equitable Daily Detail file-Cusip, Issuer,
  Price, Values, other indicatives

  	
   

  	
  Daily

  
	
   

  	
  •     Preliminary file - Currhold-level records with
  STAT and GAAP Yields, Coupon Rate, and NAIC code

  	
   

  	
  Monthly

  
					



 










* All services and
reports are to be performed or prepared for securities managed by (i) Alliance
and (ii) other investment advisers of Client, to the extent information is
provided by Client to Adviser in respect of securities managed by such other
investment advisers, and are to be performed or prepared in accordance with US
GAAP, French GAAP, IAS, STAT or TAX Basis, as appropriate.


 


S-III-1





















 


	
   

  	
  •     Indicative file – Cusip-level records with all
  descriptive information such as Name, Maturity Date, Ratings, Etc.

  	
   

  	
  Monthly

  
	
   

  	
  •     Currhold-keystring file - Currhold level records
  with the Cusip, Portfolio, and Acquired Date for all Currholds for the year
  to date (more comprehensive than the Preliminary file.)

  	
   

  	
  Monthly

  
	
   

  	
  •     Put-Call schedules

  	
   

  	
  Quarterly

  
	
   

  	
  •     Call indicatives

  	
   

  	
  Quarterly

  
	
   

  	
  •     DP paydown schedules

  	
   

  	
  Quarterly

  
	
   

  	
  •     Step Rate Schedules

  	
   

  	
  Quarterly

  
	
   

  	
  •     Make Whole provisions

  	
   

  	
  Quarterly

  
	
   

  	
  •     Non-Gemini file - Original Amount

  	
   

  	
  Quarterly

  



 


CAMRA
Services


 


CAMRA
System – Includes (i) system and ancillary systems (i.e.
Darkroom Sybase etc.) access, support maintenance as well as communication and
resolution of system issues with SS&C Technologies, (ii) creation and
support of reports, extracts, tables and ad-hoc requirements, and (iii)
maintenance and support for multiple accounting bases (including US GAAP,
French GAAP, IAS, STAT and tax bases), it being understood that Client shall
pay certain incremental costs relating to the modification of CAMRA to provide
IAS information.


 


CAMRA
Translator – Includes translator support, maintenance and
such translator changes and improvements as the parties shall agree.


 


Valuation
Services -  Includes
(i) Derivative Solutions analytic, cash flow security information, pricing, and
current ratings (Moody’s and S&P), and (ii) all necessary information for
SVO filings and ratings.


 


Administrative
Services  - Trade
processing, corporate actions processing and other required security
information whether internal or external to CAMRA.


 


Other
services – including, but not limited to, requests for
information from Internal and External Auditors as well as outside Regulators
(ie. SVO, NAIC, ACLI, Federal Reserve)


 


Administrative
Services


 


Confirmation
and Settlement Services- Includes obtaining trade
confirmations, either by mail or through automated interfaces, trade comparison
function between broker’s confirmations and company records, reconciliation of
trade discrepancies and correction activity.


 


Custody
Services- Includes processing corporate actions (e.g., tender
offers, stock dividends and splits, redemptions and other securities related
transactions), reconciliation of asset reports from custodial agents with
company records, identification and correction of out-of-balance conditions
including items in suspense and providing custody reports.


 


S-III-2





















 


Collection
Services – Includes collection for principal, interest and
dividend payments, analysis, follow-up and reconciliation of overdue payments
and payment discrepancies.


 


Beneficial
Ownership – extracts, files and information


 


S-III-3