UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.   )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

AXA EQUITABLE LIFE INSURANCE COMPANY

MONY LIFE INSURANCE COMPANY

MONY LIFE INSURANCE COMPANY OF AMERICA

1290 Avenue of the Americas

New York, New York 10104

September 26, 2011

Dear Contractholder:

Enclosed is a notice and proxy statement relating to a Special Meeting of Shareholders of each portfolio (each, a “Portfolio” and together, the “Portfolios”) of EQ Advisors Trust (the “Trust”). The Special Meeting of Shareholders is scheduled to be held at the Trust’s offices, 1290 Avenue of the Americas, New York, New York 10104, on November 28, 2011 at 2 p.m., Eastern time (the “Meeting”).

At the Meeting, shareholders of each Portfolio will be asked to approve the proposals described below:

1. Elect the Board of Trustees of the Trust (“Board”); and

2. Approve a Shareholder Services and Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended, for the Class IA shares of each Portfolio (the “Class IA Plan”).

Under Proposal 1, the shareholders of the Portfolios are being asked to elect each of the current Board members and to elect two new nominees to serve on the Board.

Under Proposal 2, the Class IA shareholders of each Portfolio are being asked to approve the Class IA Plan, which would authorize the Portfolios to compensate AXA Distributors LLC, the Trust’s principal underwriter, and its affiliates for shareholder servicing and distribution expenses at the annual rate of 0.25% of the average daily net assets of the Class IA shares of each Portfolio. If the Class IA Plan is approved by Class IA shareholders, the overall fees and expenses of the Class IA shares of each Portfolio would increase. While each Portfolio issues Class IA, Class B and Class K shares, the proposal to be considered at the Meeting relates only to Class IA shares.

As an owner of a life insurance policy and/or annuity contract or certificate that participates in the Portfolios, you are entitled to instruct the insurance company that issued your policy or contract how to vote the applicable Portfolio shares as of the close of business on August 31, 2011. The attached Notice of Special Meeting of Shareholders and Proxy Statement concerning the Meeting describe the matters to be considered at the Meeting.

The Board has approved the proposals identified above and recommends that you vote “FOR” each of them. Although the Board has determined that the proposals are in your best interest, the final decision is yours.

You are cordially invited to attend the Meeting. Since it is important that your vote be represented whether or not you are able to attend, you are urged to consider these matters and to exercise your voting instructions by completing, dating, signing, and returning the enclosed voting instruction card in the accompanying return envelope at your earliest convenience or by relaying your voting instructions via telephone or the Internet by following the enclosed instructions. Of course, we hope that you will be able to attend the Meeting, and if you wish, you may vote your shares in person, even though you may have already returned a voting instruction card or submitted your voting instructions via telephone or the Internet. Please respond promptly in order to save additional costs of proxy solicitation and in order to make sure you are represented.

EQ ADVISORS TRUST

1290 Avenue of the Americas

New York, New York 10104

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 28, 2011

To the Shareholders:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of each portfolio (each, a “Portfolio” and together, the “Portfolios”) of EQ Advisors Trust (the “Trust”) will be held on Monday, November 28, 2011, at 2 p.m., Eastern time, at the offices of the Trust, located at 1290 Avenue of the Americas, New York, New York 10104 (the “Meeting”). The purpose of the Meeting is to consider and act upon the matters described below:

1. To elect the Board of Trustees of the Trust (“Board”);

2. To approve a Shareholder Services and Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended, for the Class IA shares of each Portfolio; and

3. To transact such other business that may properly come before the Meeting.

Your Board unanimously recommends that you vote in favor of the proposals.

Please note that owners of variable life insurance policies or variable annuity contracts or certificates (the “Contractholders”) issued by AXA Equitable Life Insurance Company, MONY Life Insurance Company, MONY Life Insurance Company of America or other insurance companies (each, an “Insurance Company”) who have invested in shares of the Portfolios through the investment divisions of a separate account or accounts of an Insurance Company will be given the opportunity, to the extent required by law, to provide the applicable Insurance Company with voting instructions on the above matters.

You should read the Proxy Statement attached to this notice prior to completing your proxy or voting instruction card. The record date for determining the number of shares outstanding, the shareholders entitled to vote and the Contractholders entitled to provide voting instructions at the Meeting and any adjournments or postponements thereof has been fixed as the close of business on August 31, 2011. If you attend the Meeting, you may vote or give your voting instructions in person.

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YOUR VOTE IS IMPORTANT

PLEASE RETURN YOUR PROXY CARD OR VOTING INSTRUCTION CARD PROMPTLY

Regardless of whether you plan to attend the Meeting, you should vote or give voting instructions by promptly completing, dating, signing, and returning the enclosed proxy or voting instruction card for the Portfolio in which you directly or indirectly own shares in the enclosed postage-paid envelope. You also can vote or provide voting instructions through the Internet or by telephone using the 12-digit control number that appears on the enclosed proxy or voting instruction card and following the simple instructions. If you are present at the Meeting, you may change your vote or voting instructions, if desired, at that time.

Dated: September 26, 2011

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VOTING INFORMATION

AXA EQUITABLE LIFE INSURANCE COMPANY

MONY LIFE INSURANCE COMPANY

MONY LIFE INSURANCE COMPANY OF AMERICA

VOTING INFORMATION

FOR THE SPECIAL MEETING OF SHAREHOLDERS OF

OF EQ ADVISORS TRUST

TO BE HELD ON NOVEMBER 28, 2011

Dated: September 26, 2011

GENERAL

This voting information is being furnished by AXA Equitable Life Insurance Company (“AXA Equitable”), MONY Life Insurance Company or MONY Life Insurance Company of America (each, an “Insurance Company” and together, the “Insurance Companies”), each of which is a stock life insurance company, to owners of their variable life insurance policies or variable annuity contracts or certificates (the “Contracts”) (the “Contractholders”) who, as of August 31, 2011 (the “Record Date”), had net premiums or contributions allocated to the investment divisions of their separate account or accounts (the “Separate Accounts”) that are invested in shares of one or more of the portfolios (each, a “Portfolio” and together, the “Portfolios”) of EQ Advisors Trust (the “Trust”). The Trust is a Delaware statutory trust that is registered with the U.S. Securities and Exchange Commission as an open-end management investment company.

Each Insurance Company is required to offer Contractholders the opportunity to instruct it, as the record owner of all of the shares of beneficial interest in the Portfolios (the “Shares”) held by its Separate Accounts, as to how it should vote on the proposals (the “Proposals”) that will be considered at the Special Meeting of Shareholders referred to in the preceding Notice and at any adjournments or postponements (the “Meeting”). The enclosed Proxy Statement, which you should retain for future reference, sets forth concisely information about the Proposals that a Contractholder should know before completing the enclosed voting instruction card.

AXA Financial, Inc. is the parent company of each Insurance Company and is a wholly owned subsidiary of AXA, a French insurance holding company. The principal executive offices of AXA Financial, Inc. and each Insurance Company are located at 1290 Avenue of the Americas, New York, New York 10104.

This voting information and the accompanying voting instruction card are being mailed to Contractholders on or about September 26, 2011.

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HOW TO INSTRUCT AN INSURANCE COMPANY

To instruct an Insurance Company as to how to vote the Shares held in the investment divisions of its Separate Accounts, Contractholders are asked to promptly complete their voting instructions on the enclosed voting instruction card(s); and sign, date and mail the voting instruction card(s) in the accompanying postage-paid envelope. Contractholders also may provide voting instructions by phone at 1-800-690-6903 or by Internet at our website at www.proxyvote.com.

If a voting instruction card is not marked to indicate voting instructions but is signed, dated and returned, it will be treated as an instruction to vote the Shares in favor of the applicable Proposal.

The number of Shares held in the investment division of a Separate Account corresponding to a Portfolio for which a Contractholder may provide voting instructions was determined as of the Record Date by dividing (i) a Contract’s account value (minus any Contract indebtedness) allocable to that investment division by (ii) the net asset value of one Share of the corresponding Portfolio. Each whole share is entitled to one vote as to each matter with respect to which it is entitled to vote and each fractional share is entitled to a proportionate fractional vote. At any time prior to an Insurance Company’s voting at the Meeting, a Contractholder may revoke his or her voting instructions with respect to that investment division by providing the Insurance Company with a properly executed written revocation of such voting instructions, properly executing later-dated voting instructions by a voting instruction card, telephone or the Internet, or appearing and voting in person at the Meeting.

HOW AN INSURANCE COMPANY WILL VOTE

Each Insurance Company will vote the Shares for which it receives timely voting instructions from Contractholders in accordance with those instructions. Each Insurance Company will vote Shares attributable to Contracts for which it is the Contractholder “FOR” each applicable Proposal. Shares in each investment division of a Separate Account that is invested in one or more Portfolios for which an Insurance Company receives a voting instruction card that is signed, dated and timely returned but is not marked to indicate voting instructions will be treated as an instruction to vote the Shares in favor of the applicable Proposal. Shares in each investment division of a Separate Account that is invested in one or more Portfolios for which an Insurance Company receives no timely voting instructions from Contractholders, or that are attributable to amounts retained by an Insurance Company as surplus or seed money, will be voted by the Insurance Company either “FOR” or “AGAINST” approval of the Proposals, or as an abstention, in the same proportion as the Shares for which Contractholders have provided voting instructions to the Insurance Company. As a result of such proportional voting by the Insurance Companies, it is possible that a small number of Contractholders could determine whether a Proposal is approved.

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OTHER MATTERS

The Insurance Companies are not aware of any matters, other than the specified Proposals, to be acted on at the Meeting. If any other matters come before the Meeting, an Insurance Company will vote the Shares upon such matters in its discretion. Voting instruction cards may be solicited by employees of AXA Equitable Funds Management Group, LLC, the Trust’s investment manager, or its affiliates as well as officers and agents of the Trust. The principal solicitation will be by mail and electronic delivery but voting instructions may also be solicited by telephone, fax, personal interview, the Internet or other permissible means.

If the necessary quorum to transact business is not established or the vote required to approve or reject a Proposal is not obtained at the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting in accordance with applicable law to permit further solicitation of voting instructions. The persons named as proxies will vote in favor of such adjournment with respect to those Shares for which they received voting instructions in favor of a Proposal and will vote against any such adjournment those Shares for which they received voting instructions against a Proposal.

It is important that your Contract be represented. Please promptly mark your voting instructions on the enclosed voting instruction card; then sign, date and mail the voting instruction card in the accompanying postage-paid envelope. You also may provide your voting instructions by telephone at 1-800-690-6903 or by Internet at our website at www.proxyvote.com.

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EQ ADVISORS TRUST

1290 Avenue of the Americas

New York, New York 10104

PROXY STATEMENT DATED SEPTEMBER 26, 2011 FOR THE

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 28, 2011

This Proxy Statement relates to the solicitation by the Board of Trustees of EQ Advisors Trust (the “Trust”) of proxies for the Special Meeting of Shareholders of the Trust to be held at 1290 Avenue of the Americas, New York, New York 10104, on Monday, November 28, 2011, at 2 p.m., Eastern time, or any adjournment or postponement thereof (the “Meeting”).

This Proxy Statement is being furnished to owners of variable life insurance policies or variable annuity contracts or certificates (the “Contracts”) (the “Contractholders”) issued by AXA Equitable Life Insurance Company (“AXA Equitable”), MONY Life Insurance Company, MONY Life Insurance Company of America or other insurance companies (each, an “Insurance Company” and together, the “Insurance Companies”) who, as of August 31, 2011 (the “Record Date”), had net premiums or contributions allocated to the investment divisions of an Insurance Company’s separate accounts (the “Separate Accounts”) that are invested in shares of one or more portfolios (each, a “Portfolio” and together, the “Portfolios”) of the Trust. The Portfolios of the Trust are:

This Proxy Statement also is being furnished to the Insurance Companies as the record owners of shares and to other shareholders that were invested in one or more of the Portfolios as of the Record Date. Contractholders are being provided the opportunity to instruct the applicable Insurance Company to approve or disapprove the proposals contained in this Proxy Statement in connection with the solicitation by the Board of Trustees of the Trust of proxies for the Meeting.

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This Proxy Statement relates to the following matters:

The Trust is a Delaware statutory trust that is registered with the U.S. Securities and Exchange Commission (the “SEC”) under the 1940 Act as an open-end management investment company. The Trust’s shares of beneficial interest are referred to as “shares,” and the holders of the shares are “shareholders.” The Trust’s Board of Trustees may be referred to herein as the “Board” and its members may be referred to herein as “Trustees.”

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on November 28, 2011

This Proxy Statement, which you should retain for future reference, contains important information regarding the proposals that you should know before voting or providing voting instructions. Additional information about the Trust has been filed with the SEC and is available upon oral or written request. This Proxy Statement and a proxy or voting instruction card will be available at www.proxyvote.com on or about September 26, 2011. Distribution of this Proxy Statement to the Insurance Companies and other shareholders and to Contractholders is scheduled to begin on or about September 26, 2011. It is expected that one or more representatives of each Insurance Company will attend the Meeting in person or by proxy and will vote shares held by the Insurance Company in accordance with voting instructions received from its Contractholders and in accordance with voting procedures established by the Trust.

AXA Equitable Funds Management Group, LLC (“AXA FMG”) is the investment manager and administrator of each Portfolio. AXA Distributors, LLC (“AXA Distributors”), an affiliate of AXA FMG, is the principal underwriter of each Portfolio’s shares. The mailing address for each of these companies and for the Trust’s principal executive officers is 1290 Avenue of the Americas, New York, New York 10104. In addition, the investment advisers listed in Exhibit A (the “Advisers”) serve as investment sub-advisers to certain Portfolios.

Contractholders of record as of the close of business on the Record Date are entitled to give voting instructions at the Meeting. Additional information regarding outstanding shares, voting your voting instruction cards and attending the Meeting is included at the end of this Proxy Statement in the section entitled “Voting Information.”

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TABLE OF CONTENTS

OVERVIEW

The Board is submitting for election each of the current Board members and two new nominees to serve on the Trust’s Board. In addition, the Board is submitting for approval by the Class IA shareholders of each Portfolio the Class IA Plan.

PROPOSAL 1: ELECTION OF THE BOARD OF TRUSTEES

Shareholders of the Trust are being asked to consider the election of the Board of Trustees, including the election of each of the current members of the Board and the election of two new Board members (each, a “Nominee” and together, the “Nominees”). The number of Trustees to serve on the Board has been set at 10. The Trust’s current Trustees are Theodossios Athanassiades, Jettie M. Edwards, David W. Fox, Steven M. Joenk, William M. Kearns, Jr., Christopher P.A. Komisarjevsky, Harvey Rosenthal and Gary S. Schpero. Mr. Joenk is an “interested person” (as defined in the 1940 Act) of the Trust (an “Interested Trustee”). Ms. Edwards and Messrs. Athanassiades, Fox, Kearns, Komisarjevsky, Rosenthal and Schpero are not “interested persons” (as defined in the 1940 Act) of the Trust (the “Independent Trustees”). The two new Nominees to the Board are Kenneth L. Walker and Caroline L. Williams. If elected, both Mr. Walker and Ms. Williams would be Independent Trustees. The current Independent Trustees together with Mr. Walker and Ms. Williams are referred to herein as “Independent Nominees” and Mr. Joenk is referred to herein as an “Interested Nominee.”

Each Nominee elected will hold office as a Trustee until his or her successor is elected and qualified, or until the earlier of his or her death, resignation, retirement, removal or court declared bankruptcy or incompetency. Each Nominee has consented to being named in this Proxy Statement and indicated his or her willingness to serve if elected. In the unanticipated event that any Nominee should be unable to serve, the persons named as proxies may vote for such other person as shall be designated by the Board. The persons named on the accompanying proxy card intend to vote at the Meeting (unless otherwise directed) for the election of the Nominees named below as Trustees of the Trust. Persons nominated as Trustees must receive a plurality of the votes cast, which means that the ten (10) Nominees receiving the highest number of

affirmative votes cast at the Meeting will be elected as long as the votes FOR a

Nominee exceed the votes AGAINST that Nominee. Subject to the foregoing, if elected by shareholders, each Nominee that would be new to the Board would begin service as a Trustee on or about January 1, 2012.

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Trustees and Proposed Nominees

Information regarding the current Board and each Nominee is provided below. If elected, each Nominee, except Mr. Joenk, would not be an “interested person” (as defined in the 1940 Act) of the Trust. The business address of all Nominees is 1290 Avenue of the Americas, New York, New York 10104:

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Qualifications and Experience of the Trustees/Nominees

The Board believes that all of the Nominees would bring to the Board substantial executive leadership experience derived from their service as executives, partners and board members of diverse businesses and community and other organizations. The Board also believes that the different perspectives, viewpoints, professional experience, education, and individual qualities of each Nominee represent a diversity of experiences and a variety of complementary skills. In determining whether a Nominee is qualified to serve as a Trustee of the Trust, the Board considered a wide variety of information about the Nominee, and multiple factors contributed to the Board’s deci-

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sion. However, there are no specific required qualifications for Board membership. Each Nominee is believed to possess the experience, skills, and attributes necessary to serve the Portfolios and their shareholders because each Nominee demonstrates an exceptional ability to consider complex business and financial matters, evaluate the relative importance and priority of issues, make decisions, and contribute effectively to the deliberations of the Board. The Board also considered the individual experience of each Nominee and determined that the Nominee’s professional experience, education, and background would contribute to the diversity of perspectives on the Board. The Board believes that the business experience and objective thinking of the Nominees would be invaluable assets for the management of the Trust and each Portfolio’s shareholders.

The following descriptions provide additional information regarding the experience of each Trustee and/or Nominee that factored into the Board’s determination that the Trustee/Nominee would be qualified to serve on the Board.

Steven M. Joenk – Mr. Joenk has a background in the financial services industry, senior management experience with multiple insurance companies, investment management firms and investment companies and multiple years of service as an officer, Trustee and Chairman of the Trust.

Theodossios Athanassiades – Mr. Athanassiades has a background in the financial services industry, experience overseeing and managing a life insurance company, and multiple years of service as a Trustee of the Trust.

Jettie M. Edwards – Ms. Edwards has business management experience, including several years as a consultant to investment management firms, and multiple years of service as a Trustee of the Trust and other mutual fund complexes.

David W. Fox – Mr. Fox has a background in the financial services industry, prior experience in senior management positions with a bank and a national securities exchange, service on the board of a federal reserve bank and publicly traded operating companies and multiple years of service as a Trustee of the Trust.

William M. Kearns, Jr. – Mr. Kearns has a background in the financial services industry, experience in senior management positions with investment management firms and private investment funds, service on the boards of operating companies and multiple years of service as a Trustee of the Trust.

Christopher P.A. Komisarjevsky – Mr. Komisarjevsky has experience in senior management positions with global firms providing business consulting services and multiple years of service as a Trustee of the Trust.

Harvey Rosenthal – Mr. Rosenthal has experience in senior management positions with a large publicly traded corporation and multiple years of service as a Trustee of the Trust.

Gary S. Schpero – Mr. Schpero has experience as the managing partner of the investment management practice group at a large international law firm and multiple years of service as a Trustee of the Trust.

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Kenneth L. Walker – Mr. Walker has a background in the financial services industry and senior management experience with investment management firms.

Caroline L. Williams – Ms. Williams has a background in the financial services industry, senior management experience with an investment banking firm and multiple years of service on the boards of public and private companies and organizations.

Board Structure

The Board currently is comprised of eight Trustees, and there are two vacancies on the Board. Seven of the eight current Trustees are Independent Trustees. Steven M. Joenk, who, among other things, serves as Chairman of the Board, is an “interested person” (as that term is defined in the 1940 Act) of the Trust. The Board has appointed David W. Fox to serve as Lead Independent Trustee through September 30, 2011. Effective October 1, 2011, Gary S. Schpero will serve as Lead Independent Trustee. The Trust’s Lead Independent Trustee is recommended by the Trust’s Nominating and Compensation Committee (“N&C Committee”) and approved by the full Board. The Lead Independent Trustee, among other things, chairs meetings of the Independent Trustees, serves as a spokesperson for the Independent Trustees and serves as a liaison between the Independent Trustees and the Trust’s management between Board meetings.

The Board holds five regular meetings each year to consider and address matters involving the Trust and its Portfolios. The Board also may hold special meetings to address matters arising between regular meetings. The Independent Trustees also regularly meet outside the presence of management and are advised by independent legal counsel. These meetings may take place in-person or by telephone.

The Board has established a committee structure that includes an Audit Committee and an N&C Committee (discussed in more detail below). All Independent Trustees are members of each of these Committees, which allows all of the Independent Trustees to participate in the full range of the Board’s oversight responsibilities. The Board reviews its structure regularly and believes that its leadership structure, including the appointment of a Lead Independent Trustee, is appropriate given the asset size of the Trust, the number of Portfolios offered by the Trust, the number of Trustees overseeing the Trust and the Board’s oversight responsibilities, as well as the Trust’s business activities, manager of managers advisory structure and its use as an investment vehicle in connection with the Contracts and retirement plans.

Risk Oversight. Consistent with its responsibility for oversight of the Trust and its Portfolios, the Board, among other things, oversees risk management of each Portfolio’s investment program and business affairs directly and through the committee structure that it has established. Risks to the Portfolios include, among others, investment risk, credit risk, liquidity risk, valuation risk and operational risk, as well as the overall business risk relating to the Portfolios. The Board has adopted, and periodically reviews, policies and procedures designed to address these risks. Under the overall supervision of the Board, the Manager and other service providers to the Port-

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folios also have implemented a variety of processes, procedures and controls to address these risks. Different processes, procedures and controls are employed with respect to different types of risks. These processes include those that are embedded in the conduct of regular business by the Board and in the responsibilities of officers of the Trust and other service providers.

The Board requires senior officers of the Trust, including the President, Chief Financial Officer and Chief Compliance Officer (“CCO”), to report to the full Board on a variety of matters at regular and special meetings of the Board, including matters relating to risk management. The Chief Financial Officer also reports regularly to the Board and to the Audit Committee on the Trust’s internal controls and accounting and financial reporting policies and practices. The Board and the Audit Committee also receive regular reports from the Trust’s independent registered public accounting firm on internal control and financial reporting matters. On at least a quarterly basis, the Board meets with the Trust’s CCO, including meetings in executive session, to discuss issues related to portfolio compliance and, on at least an annual basis, receives a report from the CCO regarding the effectiveness of the Trust’s compliance program. In addition, the Board receives reports from the Manager on the investments and securities trading of the Portfolios, as well as reports from the Trust’s Valuation Committee regarding the valuation of those investments. The Board also receives reports from the Trust’s primary service providers on a periodic or regular basis, including the Advisers to the Portfolios as well as the Trust’s custodian, distributor and sub-administrator. The Board also requires the Manager to report to the Board on other matters relating to risk management on a regular and as-needed basis.

Committees of the Board. The Board has two standing committees, each of which consists of all of the Independent Trustees: the Audit Committee and the N&C Committee.

The Audit Committee’s function is to oversee the Trust’s accounting and financial reporting policies and practices and its internal controls, oversee the quality and objectivity of the Trust’s financial statements and the independent audit thereof, and act as a liaison between the Trust’s independent accountants and the Board. To carry out its function, the Audit Committee, among other things, selects, retains or terminates the Trust’s independent accountants and evaluates their independence; meets with the Trust’s independent accountants as necessary to review and approve the arrangements for and scope of the audit and to discuss and consider any matters of concern relating to the Trust’s financial statements and the Trust’s financial reporting and controls; and approves the fees charged by the independent accountants for audit and non-audit services and, to the extent required by applicable law, any non-audit services proposed to be performed for the Trust by the independent accountants. The Audit Committee held three meetings during the fiscal year ended December 31, 2010. Ms. Edwards serves as the Chair of the Audit Committee.

The N&C Committee’s primary functions are to nominate and evaluate candidates for Independent Trustee membership and membership on committees of the Trust, and review the compensation arrangements for the Independent Trustees. The

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N&C Committee also assists the Board in selecting, appointing, and evaluating the Trust’s CCO, and meets in executive session from time to time with the Manager to discuss the CCO’s performance and the effectiveness of the Trust’s compliance program. The N&C Committee held four meetings during the fiscal year ended December 31, 2010. Mr. Komisarjevsky serves as the Chair of the N&C Committee.

The N&C Committee may seek to identify candidates for Independent Trustee by such means as the Committee deems appropriate, including with the assistance of AXA FMG or another third party service provider or independent contractor. In connection with its evaluation of candidates, the N&C Committee reviews each candidate’s overall qualifications for Board membership and each candidate’s independence from the Trust’s investment advisers and other principal service providers. Persons selected must not be “interested persons” (as defined in the 1940 Act) of the Trust. The N&C Committee also considers the effect of any relationships beyond those delineated in the 1940 Act that might impair independence (e.g., business, financial or family relationships with an investment adviser or other primary service provider). In evaluating Trustee candidates, the N&C Committee of the current Board also may consider such other factors, such as diversity, as it may determine to be relevant to fulfilling the role of Trustee, including differences of viewpoint, professional experience, education, skill and other individual qualities as well as race, gender and national origin. The N&C Committee gives recommendations provided by the Trust’s officers and AXA FMG the same consideration as any other candidate. The N&C Committee will not consider nominees recommended by Contractholders. The N&C Committee believes that the current process for selecting nominees is effective in identifying suitable candidates to serve on the Trust’s Board. The N&C Committee periodically reviews the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skills from those already on the Board. The N&C Committee has a charter, a copy of which is attached to this Proxy Statement as Exhibit B. The charter is not available on the Trust’s website.

If elected, it is anticipated that Mr. Walker and Ms. Williams also will serve on the Audit and N&C Committees. Both Mr. Walker and Ms. Williams were recommended to the N&C Committee as Nominees to serve on the Board by current Independent Trustees.

The current Board of Trustees held 6 meetings during the fiscal year ended December 31, 2010. Each current Trustee attended at least 75% of the Board meetings, including regular, special and committee meetings (as applicable). If the Trust holds an annual meeting, the policy is that all Trustees should attend, subject to availability.

Compensation

Effective October 1, 2010, each Independent Trustee receives from the Trust an annual fee of $230,000 representing the payment of an annual retainer and all regular, committee and special meeting fees. The Board of Trustees currently holds (i) five regularly scheduled Board meetings; (ii) three regularly scheduled Audit Committee meetings; and (iii) two regularly scheduled N&C Committee meetings. The Board of

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Trustees also may hold special Board meetings and special meetings of its Audit Committee and N&C Committee throughout the year. A supplemental retainer of $30,000 per year is paid to the lead Independent Trustee. A supplemental retainer of $22,500 per year is paid to the Chair of the Audit Committee and a supplemental retainer of $15,000 is paid to the Chair of the N&C Committee. Each Trustee also is entitled to reimbursement for reasonable expenses incurred in connection with his/her service as a Trustee of the Trust.

Prior to October 1, 2010, each Trustee received from the Trust an annual fee of $210,000 representing the payment of an annual retainer and all regular, committee and special meeting fees. A supplemental retainer of $30,000 per year was paid to the lead Independent Trustee. A supplemental retainer of $20,000 per year was paid to the Chair of the Audit Committee and a supplemental retainer of $10,000 was paid to the Chair of the N&C Committee. Each Trustee also was entitled to reimbursement for reasonable expenses incurred in connection with his/her service as a Trustee of the Trust.

No director, trustee, member, officer, or employee of AXA FMG or an affiliated company receives any compensation or reimbursement from the Trust for serving as a Trustee or officer of the Trust. Mr. Joenk is an Interested Trustee of the Trust and, therefore, has not been compensated by the Trust for his service as a Trustee.

Mr. Walker and Ms. Williams have not previously served as Trustees of the Trust and, therefore, did not receive any compensation from the Trust during the fiscal year ended December 31, 2010.

Trustee Compensation Table

for the Year Ended December 31, 2010*

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Trustee/Nominee Ownership of Fund Shares

The following table sets forth information describing the dollar range of equity securities beneficially owned by each Trustee and/or Nominee in the Trust and in all portfolios in the aggregate within the same fund family overseen and/or to be overseen by the Nominee as of July 31, 2011.

As of July 31, 2011, no Nominee who is or would be an Independent Trustee, and no member of his or her immediate family, beneficially owned or owned of record securities representing interests in AXA FMG, any Adviser or Distributor of the Trust, or any person controlling, controlled by or under common control with such persons. For this purpose, “immediate family member” includes a Nominee’s spouse, children residing in his or her household and dependents of the Trustee.

Prior to April 12, 2011, Mr. Walker owned shares of T. Rowe Price Group, Inc. (“T. Rowe Group”). The shares owned by Mr. Walker represented less than 1% of T. Rowe Group’s outstanding common stock. T. Rowe Price Associates, Inc., a sub-

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sidiary of T. Rowe Group, serves as the Adviser to the EQ/T. Rowe Price Growth Stock Portfolio. Mr. Walker disposed of his T. Rowe Group shares in a series of transactions that concluded on April 12, 2011. Prior to such disposition, the value of such shares was approximately $3 million.

Executive Officers of the Funds

The following table provides information regarding the executive officers of the Trust. Each executive officer was elected by the current Board and serves until his or her successor is chosen and qualified or until his or her resignation or removal by the Trust’s Board of Trustees. Unless otherwise noted, the business address of the Trust’s officers is 1290 Avenue of the Americas, New York, New York 10104.

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Shareholder Communications

The Board of Trustees has provided for a process by which Contractholders may send communications to the Board. If a Contractholder wishes to send a communication to the Board, or to a specified Trustee, the communication should be submitted in

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writing to Patricia Louie, Secretary of the Trust, 1290 Avenue of the Americas, New York, New York 10104, who will forward such communication to the Trustee(s) as appropriate.

Required Vote

Persons nominated as Trustees must receive a plurality of the votes cast, which means that the ten (10) Nominees receiving the highest number of affirmative votes cast at the Meeting will be elected as long as the votes FOR a Nominee exceed the votes AGAINST that Nominee.

The Trustees recommend that shareholders of the Trust vote “FOR” each Nominee in Proposal 1.

PROPOSAL 2: APPROVAL OF THE CLASS IA PLAN

Class IA shareholders of each Portfolio are being asked to approve the Class IA Plan. Under the Class IA Plan, Class IA shares of each Portfolio would be charged an annual shareholder service and distribution fee of 0.25% of the average daily net assets of the Portfolio attributable to Class IA shares. Some or all of these fees would be used to compensate AXA Distributors and its affiliates for shareholder servicing and distribution expenses relating to Class IA shares. If the Class IA Plan is approved by Class IA shareholders, the overall fees and expenses of the Class IA shares of each Portfolio would increase.

Class IA shares are offered at a public offering price that is equal to their net asset value, without an initial sales charge or a contingent deferred sales charge. Class IA shares are available for investment through certain variable annuity contracts and variable life insurance policies sold on or prior to June 30, 2012 and as otherwise described in the Prospectus.

Board Approval and Recommendation

At an in-person meeting held on July 12-13, 2011, the Trustees, including the Trustees who are not “interested persons” (as that term is defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Class IA Plan or in any related agreement (the “Independent Trustees”), approved the Class IA Plan for the Class IA shares of each Portfolio and recommended that each Portfolio’s Class IA shareholders approve the Class IA Plan.

Background

Rule 12b-1 under the 1940 Act prohibits a mutual fund from engaging directly or indirectly in financing any activity which is primarily intended to result in the sale of its shares unless the mutual fund does so in accordance with the terms and conditions set forth in the rule. Rule 12b-1 requires any mutual fund paying such distribution expenses to adopt a written plan, which is sometimes referred to as a “Rule 12b-1 plan.” In order to be adopted and implemented, a Rule 12b-1 plan initially must be approved by the board of directors of a mutual fund, including the directors who are not “interested persons” (as that term is defined in the 1940 Act) of the mutual fund

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and who have no direct or indirect financial interest in the operation of the plan or in any agreement related to the plan. A Rule 12b-1 plan also must be approved by the affirmative vote of at least “a majority of outstanding voting securities” (as that term is defined in the 1940 Act) of the fund.

The Trust currently consists of 63 separate Portfolios. Each Portfolio has established Class IA and Class IB shares and 62 of the 63 Portfolios have established Class K shares. Class IA shares and Class IB shares currently may be sold to insurance company separate accounts in connection with Contracts issued by the Insurance Companies, The AXA Equitable 401(k) Plan, other tax-qualified retirement plans and other eligible investors. Class K shares may be sold only to Portfolios of the Trust, portfolios of AXA Premier VIP Trust and retirement plans. (Portfolios that invest substantially in other portfolios are sometimes called “funds of funds.”)

Class IA shares and Class K shares of the Trust are not currently subject to a Rule 12b-1 plan; however, Class IB shares of each Portfolio are subject to a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act (the “Class IB Plan”). The Trust’s Class IB Plan was adopted on March 31, 1997 as part of the establishment and initial issuance of Class IB shares and was last amended on July 14, 2010. Under the Class IB Plan, each Portfolio is authorized to pay an annual distribution and shareholder service fee of up to 0.25% of each Portfolio’s average daily net assets attributable to Class IB shares for any activities or expenses primarily intended to result in the sale or servicing of Class IB shares. At a meeting on July 13-14, 2010, the Board approved the amendment of the Class IB Plan to reflect a reduction in the maximum amount of the annual fee that could be paid pursuant to the Class IB Plan from 0.50% to 0.25% of the average daily net assets attributable to Class IB shares of a Portfolio. Some or all of the fees paid by a Portfolio’s Class IB shares pursuant to the Class IB Plan can be used to compensate AXA Distributors for such activities or expenses. AXA Distributors also may use amounts received pursuant to the Class IB Plan to provide compensation to financial intermediaries and third-party broker-dealers for their services in connection with the distribution and shareholder servicing of Class IB shares. Additional information regarding the Trust’s Class IB Plan, including the aggregate amount of fees paid by each Portfolio’s Class IB shares under the Class IB Plan for the last fiscal year, is included in Exhibit C.

The Board considered AXA FMG’s proposal that the Board adopt the Class IA Plan for each Portfolio to finance shareholder servicing and distribution for the Class IA shares at Board meetings held on June 6-8, 2011 and July 12-13, 2011. As discussed further below in “Board Consideration of the Class IA Plan,” Class IA shares generally have received the same level of shareholder services as Class IB shares. In addition, Class IA shares, like Class B shares, benefit from the enhancements to these services that have been made over time, and that may be made in the future. However, the Class IB shares are charged a distribution and shareholder service fee while the Class IA shares currently are not. Because the Class IA shares of the Trust do not currently impose a fee under Rule 12b-1, AXA Distributors and its affiliates must finance out of their own resources any shareholder servicing and distribution activities relating

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to the Class IA shares of a Portfolio, as well as any enhancements to such services and activities. AXA FMG explained to the Board at this meeting that implementation of the Class IA Plan would provide resources to AXA Distributors and its affiliates to continue to provide the same level of shareholder support and distribution services as is currently provided to Class IA shareholders and to continue to develop enhancements to such services in the future. In the event that the Class IA Plan is not implemented, AXA FMG explained that certain services and enhancements would no longer be available to Class IA shareholders.

Summary of the Class IA Plan

A form of the Class IA Plan is attached to this Proxy Statement as Exhibit D. The following description of the Class IA Plan is only a summary. You should refer to Exhibit D for the complete Class IA Plan.

Under the Class IA Plan, Class IA shares of each Portfolio would be charged an annual shareholder services and distribution fee of 0.25% of the average daily net assets attributable to Class IA shares of the Portfolio. Pursuant to the Class IA Plan, some or all of these fees could be used to compensate AXA Distributors for services rendered and expenses borne in connection with activities primarily intended to result in the sale or servicing of Class IA shares. These Rule 12b-1 fees would be accrued daily and paid monthly. AXA Distributors also may use amounts received to provide compensation to financial intermediaries and third-party broker-dealers for their services with respect to Class IA shares. If the Class IA Plan is approved by shareholders, it is anticipated that the Distribution Agreements between the Portfolios and AXA Distributors with respect to the Class IA shares will be amended to reflect that AXA Distributors may be compensated for services provided and/or expenses assumed on behalf of the Class IA shares.

The Class IA Plan is of a type known as a “compensation” plan because payments would be made for services rendered to the Trust with respect to Class IA shares regardless of the level of expenditures by AXA Distributors. The Trustees would, however, take into account such expenditures for purposes of reviewing operations under the Class IA Plan. Some or all of the Rule 12b-1 fees paid to AXA Distributors under the Class IA Plan may be spent on any activities or expenses primarily intended to result in the sale or servicing of Class IA shares, including, without limitation: (a) compensation to and expenses of employees of AXA Distributors that engage in the servicing or distribution of the Class IA shares; (b) printing and mailing of prospectuses, statements of additional information, and reports to prospective investors in Class IA shares through the Contracts; (c) compensation to financial intermediaries and broker-dealers to pay or reimburse them for their services or expenses in connection with the servicing and distribution of Contracts investing indirectly in Class IA shares; (d) expenses relating to the development, preparation, printing, and mailing of advertisements, sales literature, and other promotional materials describing and/or relating to the Trust; (e) expenses of holding seminars and sales meetings designed to promote the servicing and distribution of the Class IA shares; (f) expenses of obtaining information and providing explanations to Contractholders regarding

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Portfolio investment objectives and policies and other information about the Trust and its Portfolios; (g) expenses of training sales and servicing personnel regarding the Trust; (h) expenses of compensating sales personnel in connection with the allocation of cash values and premiums of the Contracts to the Trust; and (i) expenses of personal services and/or maintenance of Contract accounts with respect to Class IA shares attributable to such accounts.

The Class IA Plan provides that any person authorized to direct the disposition of monies paid or payable by the Class IA shares of the Trust pursuant to the plan or any related agreement shall provide to the Board, and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.

The Class IA Plan and any related agreement will continue in effect, with respect to each Portfolio, for a period of more than one year only so long as such continuance is specifically approved at least annually by a vote of (a) the Trust’s Board of Trustees and (b) the Trust’s Independent Trustees, cast in person at a meeting called for the purpose of voting on the Class IA Plan or such agreement, as applicable. In addition, the Class IA Plan and any related agreement may be terminated at any time with respect to the Class IA shares of any Portfolio by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities representing the Class IA shares of that Portfolio. The Class IA Plan may not be amended to increase materially the amount of distribution and shareholder service fees permissible with respect to the Class IA shares of any Portfolio until it has been approved by a vote of at least a majority of the outstanding voting securities representing the Class IA shares of that Portfolio.

Fees and Expenses

The tables in Exhibit E, which describe the fees and expenses that you may pay if you buy and hold shares of a Portfolio, show the fees and expenses of the Class IA shares of each Portfolio and the estimated pro forma fees and expenses of the Class IA shares of each Portfolio assuming approval of the Class IA Plan. Fees and expenses for each Portfolio are based on those incurred by its Class IA shares for the fiscal year ended December 31, 2010. The pro forma fees and expenses of the Class IA shares of each Portfolio assume that the Class IA Plan had been in effect for the last year ended on that date. If the Class IA Plan is approved by Class IA shareholders, the overall fees and expenses of the Class IA shares of each Portfolio would increase. The tables do not reflect any fees and expenses associated with a Contract, which would increase overall fees and expenses. See a Contract prospectus for a description of those fees and expenses.

Board Consideration of the Class IA Plan

The Board considered AXA FMG’s proposal that the Board adopt the Class IA Plan for each Portfolio to finance shareholder servicing and distribution for the Class IA shares at meetings of the Board held on June 6-8, 2011 and July 12-13, 2011. In

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connection with its proposal, AXA FMG explained that the Class IA shares of the Trust were originally offered in 1997 and that, at that time, it was anticipated that certain portfolios of another registered investment company would eventually reorganize (“acquired portfolios”) into certain Portfolios of the Trust. AXA FMG noted that the Class IA shares of these acquired portfolios were not subject to a Rule 12b-1 fee and that, in order to facilitate the reorganization of the Class IA shares of the acquired portfolios into certain Portfolios of the Trust, the Class IA shares of the Trust were designed to mirror the Class IA shares of the acquired portfolios. AXA FMG explained, however, that the Class IA shares generally have received the same level of shareholder services as Class IB shares of the Trust, which are subject to a Rule 12b-1 fee, and have benefited from these services. AXA FMG also explained that Class IA shares, like Class IB shares, have benefited from enhancements to these services that have been made by AXA Distributors and its affiliates over time, and that may be made in the future.

AXA FMG then noted that, because the Class IA shares of the Trust currently are not subject to a Rule 12b-1 fee, AXA Distributors and its affiliates have financed the shareholder servicing and distribution activities relating to the Class IA shares of the Portfolios out of their own resources since the Class IA shares of the Trust were first offered. AXA FMG explained that, since Class IA shares were first offered in 1997, the Portfolios offered by the Trust have become increasingly complex, due in large part to the increasing complexity of, and changes within, the financial markets, the competitive nature of the financial services industry, and the needs of Contractholders, and that, as a result, AXA Distributors and its affiliates have increased the amount and types of services and support available to all Contractholders over the years in order to provide (either directly or through intermediaries) enhanced personal services, guidance and education, among other things, with respect to investments in the Portfolios. AXA FMG also explained that implementation of the Class IA Plan would provide resources to AXA Distributors and its affiliates to continue to provide the same level of shareholder support and distribution services as is currently provided to Class IA shareholders and to continue to develop enhancements to such services in the future. AXA FMG also explained that, in the future, unless the Class IA Plan is implemented, certain services and enhancements would no longer be made available to Class IA shareholders.

In determining whether to approve the Class IA Plan and recommend its approval to shareholders, the Board, including the Independent Trustees, with the advice and assistance of independent legal counsel, inquired into a number of matters and considered the following factors, among others: (1) the nature and causes of the circumstances which make approval of the Class IA Plan necessary and appropriate; (2) the way in which the Class IA Plan would address those circumstances, including the nature and approximate amount of expenditures and the relationship of the expenditures to the overall cost structure of the Portfolios; (3) the nature of any anticipated benefits; (4) the possible benefits of the Class IA Plan to any other person relative to those of the Trust; (5) the effect of the Class IA Plan on existing Contractholders; (6) competitive conditions in the variable insurance products industry; and (7) the

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relationship of the Class IA Plan to other distribution efforts of the Trust. In considering the Class IA Plan, the Board did not identify any single factor or information as all-important or controlling and each Trustee may have attributed different weight to each factor.

In connection with its deliberations, the Board took into account information prepared specifically in connection with the consideration of the Class IA Plan, as well as information furnished and discussed throughout the year at regular and special Board meetings. The information specifically prepared by AXA FMG for the meeting included a detailed memorandum and other materials addressing the factors outlined above. Information furnished and discussed throughout the year included information regarding the Trust’s servicing and distribution arrangements, as well as periodic reports on shareholder services and distribution expenses incurred by AXA Distributors and its affiliates in connection with the Trust’s Class IB Plan.

The Independent Trustees met in advance of the meeting at which the Class IA Plan was considered and approved, and multiple times in executive session during the meeting, to review the information provided. AXA FMG representatives attended portions of the executive sessions to review and discuss matters relating to the Class IA Plan and to provide additional information requested by the Independent Trustees. At the meeting and during the portions of the executive sessions attended by AXA FMG representatives, the Independent Trustees and AXA FMG representatives engaged in extensive discussions regarding the Class IA Plan. The Independent Trustees were assisted by independent counsel during these meetings and during their deliberations regarding the Class IA Plan, and also received materials discussing the legal standards applicable to their consideration of the Class IA Plan.

In connection with its deliberations, the Board gave particular attention to the fact that the approval of the Class IA Plan would increase the overall expenses of the Portfolios’ Class IA shares and, consequently, their expense ratios. The Board noted, however, that AXA Distributors and its affiliates have been bearing the costs of the Class IA shares’ shareholder and distribution servicing efforts out of their own resources and that, absent such support, AXA Distributors and its affiliates would not continue to provide the current level of services to Class IA shareholders and may not continue to implement enhancements to such services for the benefit of Class IA shares in the future. In this connection, the Board considered the importance of maintaining strong servicing efforts in order to provide Contractholders with information and other services that allow them to maximize the benefits afforded by the Contracts. The Board noted that any reduction in services for the Class IA shares could negatively impact the level of assets in the Portfolios and, thereby, increase expenses for Class IA shareholders.

In addition, the Board considered that (1) the Class IA Plan would require that the Trustees be provided, and that they review, on at least a quarterly basis, a written report describing the amounts expended under the Class IA Plan and the purposes for which such expenditures were made; (2) the adoption of the Class IA Plan would make expenditures intended to promote shareholder servicing and distribution of the

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Portfolios’ shares more transparent to Class IA shareholders and to the Board; and (3) the overall shareholder and distribution servicing arrangements for the Trust would assist in maintaining the competitive position of the Portfolios in relation to other insurance fund complexes.

After consideration of the factors noted above, together with other factors and information considered to be relevant, the Board, including the Independent Trustees, concluded that there was a reasonable likelihood that the Class IA Plan would benefit the Portfolios and their Class IA shareholders. Based on its review, the Board, including such Independent Trustees, approved the Class IA Plan and directed that the Class IA Plan be submitted to Class IA shareholders of the Portfolios for approval.

Required Vote

Approval of the Class IA Plan with respect to Class IA shares of a Portfolio will require the affirmative vote of a “majority of the outstanding voting securities” (as defined in the 1940 Act) of a Portfolio, which means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of the Portfolio, or (ii) 67% or more of the voting securities of the Portfolio present at the Meeting if more than 50% of the Portfolio’s outstanding voting securities are present at the Meeting in person or by proxy. For this purpose, “voting securities” refers to the Class IA shares of each Portfolio. The approval of the Class IA Plan by the Class IA shareholders of a Portfolio is not contingent upon the approval of the Class IA Plan by the Class IA shareholders of any other Portfolio.

The Trustees recommend that the Class IA shareholders of each Portfolio vote “FOR” Proposal 2.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP (“PwC”), 300 Madison Avenue, New York, New York 10017, serves as the Trust’s independent registered public accounting firm. Before PwC is engaged by the Trust to render audit or non-audit services, its engagement is approved by the Trust’s Audit Committee or it is entered into pursuant to pre-approval policies and procedures established by the Trust’s Audit Committee. Representatives of PwC are not expected to attend the Meeting. The table below sets forth the fees billed for services rendered by PwC to the Trust for the last two fiscal years.

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The table below sets forth fees billed for non-audit services relating to the operations and financial reporting of the Trust that were approved by the Trust’s Audit Committee and rendered by PwC to AXA FMG and any entity controlling, controlled by or under common control with AXA FMG that has provided ongoing services to the Trust (“control affiliates”) for the last two fiscal years.

Pre-Approval Procedures of the Audit Committee. Audit services provided to the Trust are subject to pre-approval by the Trust’s Audit Committee pursuant to procedures contained within the Audit Committee Charter and in resolutions adopted by the Trust’s Audit Committee. Audit services requiring pre-approval include those services provided by the independent registered public accounting firm to the Trust, including the plan and scope of the audit, and any permitted non-audit services to be provided by the independent registered public accounting firm to the Trust, the Trust’s investment manager, and any entity controlling, controlled by, or under common control with the Trust’s investment manager that provides ongoing services to the Trust, if the engagement relates directly to the operations and financial reporting of the Trust.

The terms audit services and non-audit services are defined under applicable SEC rules and regulations. Pre-approval may be granted for specific projects or services, or pursuant to separate pre-approval policies and procedures approved by the Audit Committee. The Audit Committee may delegate to one or more designated members of the Committee the authority to pre-approve all or some audit and non-audit serv-

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ices. The Audit Committee is responsible for considering whether the provision by the independent registered public accounting firm of non-audit services provided to the Trust’s investment manager, and any entity controlling, controlled by, or under common control with the Trust’s investment manager that provides ongoing services to the Trust that were not pre-approved, as specified in the Audit Committee Charter, by the Committee is compatible with maintaining the auditor’s independence.

For the fiscal years ended December 31, 2009 and December 31, 2010, all audit and non-audit services were pre-approved by the Audit Committee, consistent with the Audit Committee’s pre-approval procedures. The Trust’s Audit Committee considers, where applicable, whether the provision of non-audit services to the Manager and any entity controlling, controlled by, or under common control with the Manager that provides ongoing services to the Trust that were not pre-approved pursuant to the de minimus exception from the pre-approval requirements, is compatible with maintaining the independence of the Trust’s independent registered public accounting firm.

VOTING INFORMATION

The following information applies to each Portfolio for which you are entitled to vote.

Voting Rights

Shareholders with amounts allocated to the Portfolios at the close of business on the Record Date will be entitled to be present and vote or give voting instructions for the applicable Portfolio at the Meeting with respect to their shares or shares attributable to their Contracts as of the Record Date.

Each whole share of a Portfolio is entitled to one vote as to each matter with respect to which it is entitled to vote, as described above, and each fractional share is entitled to a proportionate fractional vote. Votes cast by proxy or in person by a shareholder at the Meeting will be counted by persons appointed as inspectors of election for the Meeting. The table in Exhibit F shows the number of outstanding shares of the Trust and each Portfolio as of the Record Date that are entitled to vote at the Meeting. Together, the Insurance Companies owned of record more than 95% of those shares.

Required Shareholder Vote

In the election of Trustees under Proposal 1, persons nominated as Trustees must receive a plurality of the votes cast, which means that the ten (10) Nominees receiving the highest number of affirmative votes cast at the Meeting will be elected as long as the votes FOR a Nominee exceed the votes AGAINST that Nominee. Approval of Proposal 2 with respect to a Portfolio will require the affirmative vote of (i) 67% or more of the voting securities of the Portfolio present at the Meeting, if the holders of more than 50% of its outstanding voting securities are present or represented by proxy, or (ii) more than 50% of its outstanding voting securities, whichever is less.

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With respect to Proposal 2, “voting securities” refers to the Class IA shares of a Portfolio. The Class IA shareholders of a Portfolio will vote on the approval of the Class IA Plan with respect to that Portfolio separately from the Class IA shareholders of each other Portfolio. In addition, the approval of the Class IA Plan by the Class IA shareholders of a Portfolio is not contingent upon the approval of the Class IA Plan by the Class IA shareholders of any other Portfolio.

With respect to Proposal 1, the presence, in person or by proxy, of at least one-third of the shares of the Trust entitled to vote at the Meeting will constitute a quorum for the transaction of business at the Meeting. If a proxy card is not marked to indicate voting instructions but is signed, dated and returned, it will be treated as an instruction to vote the shares in favor of each Nominee. If a shareholder abstains from voting as to any matter, the shares represented by the abstention will be deemed present at the Meeting for purposes of determining a quorum but will not be voted and, therefore, will have the effect of a vote against the Nominees. The approval of one Nominee is not contingent on the approval of the other Nominees.

With respect to Proposal 2, the presence, in person or by proxy, of at least one-third of the Class IA shares of a Portfolio entitled to vote at the Meeting will constitute a quorum for the transaction of business at the Meeting with respect to that Portfolio. If a proxy card is not marked to indicate voting instructions but is signed, dated and returned, it will be treated as an instruction to vote the shares in favor of the Class IA Plan. If a shareholder abstains from voting as to any matter, the shares represented by the abstention will be deemed present at the Meeting for purposes of determining a quorum but will not be voted and, therefore, will have the effect of a vote against the Class IA Plan.

The approval of one proposal is not contingent on the approval of the other proposal.

To the knowledge of the Trust, as of the Record Date, the current Trustees, the Nominees and officers owned, individually and as a group, less than 1% of the shares of the Trust and each Portfolio.

AXA Equitable and certain of its affiliated companies may be deemed to be control persons of the Trust by virtue of their direct or indirect ownership of more than 95% of the Trust’s shares. Shareholders owning more than 25% of the outstanding shares of the Trust or a Portfolio may be able to determine the outcome of most issues that are submitted to shareholders for a vote. As of the Record Date, except as set forth in Exhibit G, to the Trust’s knowledge, (1) no person, other than AXA Equitable and certain of its affiliated companies, owned beneficially or of record more than 5% of any class of the outstanding shares of the Trust or a Portfolio and (2) no Contractholder owned Contracts entitling such Contractholder to give voting instructions regarding more than 5% of any class of the outstanding shares of the Trust or a Portfolio.

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Solicitation of Proxies and Voting Instructions

Solicitation of proxies and voting instructions is being made by the Trust primarily by distribution of this Notice and Proxy Statement by mail and electronic delivery. In addition to the solicitation of proxies and voting instructions by mail and electronic delivery, officers and agents of the Trust and employees of AXA FMG and its affiliates, without additional compensation, may solicit proxies and voting instructions in person or by telephone, fax, the internet, personal interview or other permissible means. In lieu of executing a proxy or voting instruction card, you may attend the Meeting in person.

Contractholders with amounts allocated to a Portfolio on the Record Date will be entitled to be present and give voting instructions for that Portfolio at the Meeting with respect to shares held indirectly as of the Record Date, to the extent required by applicable law. An Insurance Company will vote the shares for which it receives timely voting instructions from Contractholders in accordance with those instructions. An Insurance Company will vote shares attributable to Contracts for which it is the Contractholder “FOR” each proposal. Shares in each investment division of a Separate Account that is invested in one or more Portfolios for which an Insurance Company receives a voting instruction card that is signed, dated and timely returned but is not marked to indicate voting instructions will be treated as an instruction to vote the shares in favor of the applicable proposal. Shares in each investment division of a Separate Account that is invested in one or more Portfolios for which an Insurance Company receives no timely voting instructions from Contractholders, or which are attributable to amounts retained by an Insurance Company as surplus or seed money, will be voted by the Insurance Company “FOR” or “AGAINST” approval of the proposal, or as an abstention, in the same proportion as the shares for which Contractholders have provided voting instructions to the Insurance Company. As a result of such proportional voting by the Insurance Companies, it is possible that a small number of Contractholders could determine the outcome of any proposal.

Voting instructions executed by a Contractholder may be revoked at any time prior to an Insurance Company voting the shares represented thereby by the Contractholder providing the Insurance Company with a properly executed written revocation of such voting instructions, or by the Contractholder providing the Insurance Company with proper later-dated voting instructions by voting instruction card, telephone or the Internet. In addition, any Contractholder who attends the Meeting in person may provide voting instructions by a voting instruction card at the Meeting, thereby canceling any voting instruction previously given. Proxies executed by an Insurance Company may be revoked at any time before they are exercised by a written revocation duly received, by properly executing a later-dated proxy or by an Insurance Company representative attending the Meeting and voting in person.

An Insurance Company will vote as directed by the voting instruction card, but in the absence of voting instructions in any voting instruction card that is signed and returned, an Insurance Company intends to vote “FOR” the applicable proposal and may

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vote in its discretion with respect to other matters not now known to the Board that may be presented at the Meeting.

Proxy Solicitation

The cost of the Meeting, including the cost of solicitation of proxies and voting instructions with respect to Proposal 1 will be borne by the Trust and with respect to Proposal 2 will be borne by AXA FMG. The principal solicitation will be by mail and by electronic delivery, but voting instructions also may be solicited by telephone, fax, personal interview by officers or agents of AXA FMG, the Trust or its affiliates, through the Internet, or other permissible means. Contractholders can provide voting instructions: (1) by Internet at our website at www.proxyvote.com; (2) by telephone at 1-800-690-6903; or (3) by mail, with the enclosed voting instruction card.

Adjournment

If a quorum is not established at the Meeting or sufficient votes in favor of a proposal are not received by the time scheduled for the Meeting, the persons named as proxies may propose one or more adjournments or postponements of the Meeting to permit further solicitation of proxies. Any adjournment will require the affirmative vote of a majority of the shares represented in person or by proxy at the session of the Meeting to be adjourned. An Insurance Company will vote in favor of such adjournment those proxies that it is entitled to vote in favor of the proposal. An Insurance Company will vote against the adjournment those proxies required to be voted against the proposal. The costs of any additional solicitation and any adjourned session will be allocated as described above in the section called “Proxy Solicitation.”

Other Matters

The Trust is not aware of any matters to be presented at the Meeting other than those described in this Proxy Statement. If other business properly comes before the Meeting, the proxyholders will vote thereon in their discretion and in accordance with their best judgment.

The Trust is not required to hold regular shareholder meetings and, in order to minimize its costs, does not intend to hold meetings of shareholders unless so required by applicable law, regulation or regulatory policy or if otherwise deemed advisable by the Trust’s management. Shareholders will be given notice of any meeting of shareholders not less than ten days, and not more than ninety days, before the date of the meeting. In order for a shareholder proposal to be incorporated in the Trust’s proxy statement for a meeting of shareholders, the proposal must be received a reasonable time (generally at least 150 days) before the Trust begins to print and send its proxy materials to shareholders. Any notice of a shareholder proposal that is not received by the Trust within a reasonable time before the Trust sends its proxy materials relating to a particular meeting will be considered untimely.

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Prompt execution and return of the enclosed voting instruction card is requested. A self-addressed, postage-paid envelope is enclosed for your convenience. If executed but unmarked voting instructions are received, an Insurance Company will vote those unmarked voting instructions in favor of a proposal.

* * * * *

Copies of the Trust’s most recent annual and semi-annual reports, including financial statements, previously have been delivered to Contractholders. Contractholders may request additional copies of the Trust’s annual or semi-annual reports, free of charge, by writing to the Trust at 1290 Avenue of the Americas, New York, New York 10104 or by calling 877-522-5035.

WE NEED YOUR VOTE. IT IS IMPORTANT THAT YOU EXECUTE AND RETURN ALL OF YOUR PROXY OR VOTING INSTRUCTION CARDS PROMPTLY.

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INDEX TO EXHIBITS TO PROXY STATEMENT

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EXHIBIT A

NAMES AND ADDRESSES OF THE ADVISERS

A-1

A-2

EXHIBIT B

NOMINATING AND COMPENSATION COMMITTEE CHARTER

Nominating and Compensation Committee Membership

The Nominating and Compensation Committee (the “Committee) of EQ Advisors Trust (the “Trust”) shall be composed entirely of Independent Trustees and may be comprised of one or more such Independent Trustees. The control of the selection and nomination process for additional Independent Trustees shall rest with the Committee. If requested by the Committee, the President, and other officers of the Trust, although not members of the Committee, may have a role in recommending candidates and recruiting them for the Board of Trustees of EQ Advisors Trust (“Board”). The President and other officers of the Trust may also provide administrative assistance to the Committee in the selection and nomination process. The Committee shall give recommendations provided by the President and other officers of the Trust the same consideration as any other candidate.

Purposes of the Committee

The purposes of the Committee are to:

(a)    propose nominations for Independent Trustee membership on the Board and membership on all committees of the Trust;

(b)    review the compensation arrangements for the Independent Trustees of the Trust for service as Board members and committee members;

(c)    provide oversight of the Trust’s Chief Compliance Officer (“CCO”);

(d)    establish, and review as necessary, the process to conduct the annual self-assessment of the Board and committees of the Trust; and

(e)    review the independence of counsel to the Independent Trustees of the Trust.

Board Nominations and Functions

1.    The Committee shall make nominations for Independent Trustee membership on the Board. The Committee shall evaluate candidates’ qualifications for Board membership, and their independence from the Fund’s investment adviser and other principal service providers. Persons selected must not be “interested persons” of the Fund as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”). The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence, e.g. business, financial or family relationships with the investment adviser or its affiliates. In determining nominees’ qualifications for Board membership, the Committee may consider such other factors as it may determine to be relevant to fulfilling the role of being a member of the Board.

B-1

2.    The Committee shall periodically review the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skills from those already on the Board.

3.    The Committee shall periodically review Trustee compensation and shall recommend any appropriate changes to the Board as a group.

Committee Nominations and Functions

1.    The Committee shall make nominations for membership on all committees of the Trust and shall review Board committee assignments as necessary.

2.    The Committee shall review as necessary the responsibilities of any committees of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees, and whether committees should be combined or reorganized. The Committee shall make recommendations for any such action to the full Board.

Compliance Functions

The Committee shall provide the following:

Oversight of the Trust’s CCO

1.    The Committee shall assist the Board in the selection, appointment, retention and termination of the Trust’s CCO. After considering such matters as it deems appropriate, including the recommendation of the Manager, the Committee shall propose to the Board an individual who will serve as the Trust’s CCO and be responsible for administering the Trust’s Compliance Program (including any replacement of the CCO).

2.    The Committee shall review and evaluate the CCO’s qualifications, including, when applicable, consideration of the CCO’s effectiveness in devising, implementing, maintaining and updating the Trust’s Compliance Program and the CCO’s overall performance.

3.    The Committee shall assist the Board in evaluating and approving the compensation paid to the CCO. The Committee shall meet in executive session from time to time, as it deems appropriate, with the Manager outside the presence of the CCO to discuss the performance and compensation of the CCO and the effectiveness of the Compliance Program.

Compensation Arrangements for the Independent Trustees and Committee Members

1.    The Committee shall review, as appropriate, the compensation arrangements of the Independent Trustees of the Trust and each committee to determine whether such compensation is appropriate.

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2.    The Committee, in conjunction with AXA Equitable Life Insurance Company, may participate in industry surveys relating to mutual fund directors/trustees compensation and board practices or request that such information be provided to the Committee to carry out this function.

3.    The Committee shall make recommendations to the Board regarding any modifications to the compensation to be paid to the Independent Trustees and committee members for approval.

Other Powers and Responsibilities

1.    The Committee shall establish, and review as necessary, the process to conduct the annual self-assessment of the Board and committees of the Trust.

2.    The Committee shall review the independence of counsel to the Independent Trustees of the Trust.

3.    The Committee shall normally meet at least semi-annually and is empowered to hold special meetings as circumstances require.

4.    The Committee shall be empowered to investigate and report on any other matter brought to its attention within the scope of its duties.

5.    The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the Trust.

6.    The Committee shall review this Charter at least annually and recommend any changes to the Board.

Adopted by the Nominating and Compensation Committee

December 7, 1999

Amended and Approved — May 22, 2001

Amended and Approved — March 4, 2008

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EXHIBIT C

ADDITIONAL INFORMATION REGARDING THE CLASS IB PLAN

The table below sets forth the amount of distribution and shareholder service fees paid by each Portfolio’s Class IB shares pursuant to the Class IB Plan during the fiscal year ended December 31, 2010, both in the aggregate and as a percentage of the Portfolio’s average daily net assets attributable to Class IB shares. The amounts reflected in the table below were paid to AXA Distributors, the Trust’s distributor, and to AXA Advisors, LLC, which was a distributor of the Trust’s shares during the time period covered in the table. AXA Distributors and AXA Advisors, LLC are affiliates of AXA FMG and AllianceBernstein L.P., an Adviser to certain Portfolios.

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EXHIBIT D

FORM OF EQ ADVISORS TRUST

SHAREHOLDER SERVICES AND DISTRIBUTION PLAN FOR CLASS IA SHARES

WHEREAS, The Board of Trustees of the EQ Advisors Trust (the “Trust”), including the Independent Trustees (as defined herein), have concluded in the exercise of their reasonable business judgment and in light of their fiduciary duties under the Investment Company Act of 1940, as amended (the “Act”), that there is a reasonable likelihood that this Plan (the “Plan”) will benefit each of the Trust’s constituent portfolios (each a “Portfolio”) and the Class IA shareholders thereof;

NOW, THEREFORE, in consideration of the foregoing, this Plan is hereby adopted as follows:

Section 1.    The Trust is authorized to pay a fee (the “Shareholder Services/Distribution Fee”) for services rendered and expenses borne in connection with the distribution and servicing of the Class IA shares of the Trust, at an annual rate with respect to each Portfolio not to exceed 0.25% of the average daily net assets attributable to the Portfolio’s Class IA shares. Some or all of such Shareholder Services/Distribution Fee may be paid to the distributor of the Trust’s Class IA shares (“Class IA Distributor”) in accordance with the distribution agreements with the Class IA Distributor. Subject to such limit and subject to the provisions of Section 9 hereof, the Shareholder Services/Distribution Fee shall be approved from time to time by: (a) a majority of the Board of Trustees of the Trust and (b) a majority of the Trustees who (i) are not “interested persons” of the Trust, as defined in the Act, and (ii) have no direct or indirect financial interest in the operation of the Plan or any agreements related thereto (“Independent Trustees”), and may be paid in respect of services rendered and/or expenses borne in the past connection with the Portfolios’ Class IA shares as to which no Shareholder Services/Distribution Fee was paid on account of such limitation. If at any time this Plan shall not be in effect with respect to the Class IA shares of all Portfolios of the Trust, the Shareholder Services/Distribution Fee shall be computed on the basis of the net assets of the Class IA shares of those Portfolios for which the Plan is in effect. The Shareholder Services/Distribution Fee shall be accrued daily and paid monthly or at such other intervals as the Board of Trustees shall determine.

Section 2.    Some or all of the Shareholder Services/Distribution Fee paid to each of the Class IA Distributors may be spent on any activities or expenses primarily intended to result in the sale or servicing of Class IA shares of the Trust, including but not limited to the following:

(a)    compensation to and expenses, including overhead and telephone expenses, of employees of the Class IA Distributor that engage in the distribution of the Class IA shares;

(b)    printing and mailing of prospectuses, statements of additional information, and reports for prospective purchases of variable annuity or variable

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life insurance contracts (“Variable Contracts”) investing indirectly in Class IA shares;

(c)    compensation to financial intermediaries and broker-dealers to pay or reimburse them for their services or expenses in connection with the distribution of Variable Contracts investing indirectly in Class IA shares;

(d)    expenses relating to the development, preparation, printing, and mailing of Trust advertisements, sales literature, and other promotional materials describing and/or relating to the Trust;

(e)    expenses of holding seminars and sales meetings designed to promote the distribution of the Class IA shares;

(f)    expenses of obtaining information and providing explanations to Variable Contract owners regarding Trust investment objectives and policies and other information about the Trust and its Portfolios, including the performance of the Portfolios;

(g)    expenses of training sales personnel regarding the Trust;

(h)    expenses of compensating sales personnel in connection with the allocation of cash values and premiums of the Variable Contracts to the Trust; and

(i)    expenses of personal services and/or maintenance of Variable Contract accounts with respect to Class IA shares attributable to such accounts.

Section 3.    This Plan shall not take effect until it has been approved, together with any related agreements, by votes of the majority (or whatever greater percentage may, from time to time, be required by Section 12(b) of the Act or the rules and regulations thereunder) of both (a) the Trustees of the Trust, and (b) the Independent Trustees of the Trust, as defined herein, cast in person at a meeting called for the purpose of voting on this Plan or such agreement. Approval of the Plan in this manner, with respect to any Portfolio, prior to the initial public offering of the Class IA shares of such Portfolio shall be deemed to have been approved by that Portfolio’s outstanding voting securities. If the Plan is adopted after the public offering of the Class IA shares of a Portfolio or the sale of such securities to persons who are not affiliated persons of the Portfolio, affiliated persons of such persons, promoters of the Portfolio or affiliated persons of such promoters, the Plan shall be approved by a vote of at least a majority of the outstanding voting securities representing the Class IA shares of such Portfolio prior to implementation of the Plan.

Section 4.    This Plan shall continue in effect for a period of more than one year after it takes effect only for so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in Section 3 hereof.

Section 5.    Any person authorized to direct the disposition of monies paid or payable by the Class IA shares of the Trust pursuant to this Plan or any related agreement shall provide to the Board of Trustees of the Trust, and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.

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Section 6.    This Plan may be terminated at any time with respect to the Class IA shares of any Portfolio by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding voting securities representing the Class IA shares of that Portfolio.

Section 7.    All agreements with any person relating to implementation of this Plan with respect to the Class IA shares of any Portfolio shall be in writing, and any agreement related to this Plan with respect to the Class IA shares of any Portfolio shall provide:

(a)    That such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities representing the Class IA shares of such Portfolio, on not more than 60 days’ written notice to any other party to the agreement; and

(b)    That such agreement shall terminate automatically in the event of its assignment.

Section 8.    This Plan may not be amended to materially increase the amount of Shareholder Services/Distribution Fees permitted pursuant to Section 1 hereof with respect to any Portfolio until it has been approved by a vote of at least a majority of the outstanding voting securities representing the Class IA shares of that Portfolio. This Plan shall be deemed to have been effectively approved with respect to the Class IA shares of any Portfolio if a majority of the outstanding voting securities representing the Class IA shares of that Portfolio votes for the approval of this Plan, notwithstanding that this Plan has not been approved by a majority of the outstanding voting securities of that Portfolio as a whole, or that this Plan has not been approved by a majority of the outstanding voting securities representing the Class IA shares of any other Portfolio or that this Plan has not been approved by a majority of the outstanding voting securities representing the Class IA shares of the Trust. In addition, all material amendments to this Plan shall be approved in the manner provided for approval of this Plan in Section 3 hereof.

Section 9.    As used in this Plan, the terms “assignment”, “interested person”, and “majority of the outstanding voting securities” shall have the respective meanings specified in the Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.

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EXHIBIT E

FEES AND EXPENSES OF EACH PORTFOLIO

All Asset Allocation Portfolio

Shareholder Fees

(fees paid directly from your investment)

Annual Operating Expenses

(expenses that you may pay each year as a percentage of the value of your investment)

Example of Portfolio Expenses

This example is intended to help you compare the costs of investing in the Portfolios with the cost of investing in other portfolios. The example assumes that (1) you invest $10,000 in a Portfolio for the time periods indicated and then redeem all of your shares at the end of these periods, (2) your investment has a 5% return each year, (3) the Portfolio’s operating expenses remain the same, and (4) the Expense Limitation Arrangement is not continued. This example does not reflect any Contract-related fees and expenses, including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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EQ/Franklin Templeton Allocation Portfolio

Shareholder Fees

(fees paid directly from your investment)

Annual Operating Expenses

(expenses that you may pay each year as a percentage of the value of your investment)

Example of Portfolio Expenses

This example is intended to help you compare the costs of investing in the Portfolios with the cost of investing in other portfolios. The example assumes that (1) you invest $10,000 in a Portfolio for the time periods indicated and then redeem all of your shares at the end of these periods, (2) your investment has a 5% return each year, (3) the Portfolio’s operating expenses remain the same, and (4) the Expense Limitation Arrangement is not continued. This example does not reflect any Contract-related fees and expenses, including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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EQ/International ETF Portfolio

Shareholder Fees

(fees paid directly from your investment)

Annual Operating Expenses

(expenses that you may pay each year as a percentage of the value of your investment)

Example of Portfolio Expenses

This example is intended to help you compare the costs of investing in the Portfolios with the cost of investing in other portfolios. The example assumes that (1) you invest $10,000 in a Portfolio for the time periods indicated and then redeem all of your shares at the end of these periods, (2) your investment has a 5% return each year, (3) the Portfolio’s operating expenses remain the same, and (4) the Expense Limitation Arrangement is not continued. This example does not reflect any Contract-related fees and expenses, including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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AXA Balanced Strategy Portfolio

Shareholder Fees

(fees paid directly from your investment)

Annual Operating Expenses

(expenses that you may pay each year as a percentage of the value of your investment)

Example of Portfolio Expenses

This example is intended to help you compare the costs of investing in the Portfolios with the cost of investing in other portfolios. The example assumes that (1) you invest $10,000 in a Portfolio for the time periods indicated and then redeem all of your shares at the end of these periods, (2) your investment has a 5% return each year, (3) the Portfolio’s operating expenses remain the same, and (4) the Expense Limitation Arrangement is not continued. This example does not reflect any Contract-related fees and expenses, including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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AXA Conservative Growth Strategy Portfolio

Shareholder Fees

(fees paid directly from your investment)

Annual Operating Expenses

(expenses that you may pay each year as a percentage of the value of your investment)

Example of Portfolio Expenses

This example is intended to help you compare the costs of investing in the Portfolios with the cost of investing in other portfolios. The example assumes that (1) you invest $10,000 in a Portfolio for the time periods indicated and then redeem all of your shares at the end of these periods, (2) your investment has a 5% return each year, (3) the Portfolio’s operating expenses remain the same, and (4) the Expense Limitation Arrangement is not continued. This example does not reflect any Contract-related fees and expenses, including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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AXA Conservative Strategy Portfolio

Shareholder Fees

(fees paid directly from your investment)

Annual Operating Expenses

(expenses that you may pay each year as a percentage of the value of your investment)

Example of Portfolio Expenses

This example is intended to help you compare the costs of investing in the Portfolios with the cost of investing in other portfolios. The example assumes that (1) you invest $10,000 in a Portfolio for the time periods indicated and then redeem all of your shares at the end of these periods, (2) your investment has a 5% return each year, (3) the Portfolio’s operating expenses remain the same, and (4) the Expense Limitation Arrangement is not continued. This example does not reflect any Contract-related fees and expenses, including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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AXA Growth Strategy Portfolio

Shareholder Fees

(fees paid directly from your investment)