AXA PREMIER VIP TRUST AMENDMENT NO. 1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

Exhibit (d)(6)(iii)

AXA PREMIER VIP TRUST

AMENDMENT NO. 1

SECOND AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 1 to the Second Amended and Restated Investment Advisory Agreement dated as of June 22, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Xxxxxxxxx Investment Management, Inc., a corporation organized under the laws of the State of Delaware (“Adviser”).

AXA Equitable and Adviser agree to modify the Second Amended and Restated Investment Advisory Agreement, dated as of July 31, 2006 (“Agreement”), for AXA Premier VIP Trust (“Trust”) as follows:

1. Removed Portfolio. All references to the AXA Enterprise Multimanager Core Equity Fund of the AXA Enterprise Multimanager Funds Trust are hereby removed.

2. Name Change. The name of the AXA Premier VIP Large Cap Core Equity Portfolio is changed to the Multimanager Large Cap Core Equity Portfolio.

3. Existing Portfolio. The Manager hereby reaffirms its appointment of the Adviser as the investment adviser for the Multimanager Large Cap Core Equity Portfolio of the Trust.

4. Appendix A. Appendix A to the Agreement setting forth the Portfolio of the Trust for which the Adviser is appointed as the investment adviser and the fee payable to the Adviser with respect to the Portfolios is hereby replaced in its entirety by Appendix A attached hereto.

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

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 1 as of the date first set forth above.

AXA EQUITABLE LIFE INSURANCE COMPANY						XXXXXXXXX INVESTMENT MANAGEMENT, INC.
By:		/s/ Xxxxxx X. Xxxxx				By:		/s/ Xxxxx Xxxxxxxxx
		Xxxxxx X. Xxxxx						Xxxxx Xxxxxxxxx
		Senior Vice President						Managing Director

APPENDIX A

AMENDMENT NO. 1

SECOND AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

Portfolio		Annual Advisory Fee Rate**
Multimanager Large Cap Core Equity Portfolio*		0.40% of the Xxxxxxxxx Allocated Portion’s average daily net assets up to and including $200 million; and 0.30% of the Xxxxxxxxx Allocated Portion’s average daily net assets in excess of $200 million

* Fee to be paid with respect to this Portfolio shall be based only on the portion of the Portfolio’s average daily net assets advised by the Adviser, which may be referred to as the “Xxxxxxxxx Allocated Portion.”

** The daily advisory fee for the Portfolio is calculated by multiplying the aggregate net assets of the Portfolio at the close of the immediately preceding business day by the annual Advisory Fee Rate calculated as set forth above and then dividing the result by the number of days in the year. The daily fee applicable to the Xxxxxxxxx Allocated Portion is the portion of the daily advisory fee for the Portfolio equal to the Xxxxxxxxx Allocated Portion’s net assets relative to the aggregate net assets of the Portfolio, including the Xxxxxxxxx Allocated Portion, used in the fee calculation.