AMENDMENT NO. 1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

Exhibit (d)(6)(vi)

AMENDMENT NO. 1

SECOND AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 1, dated as of July 2, 2007 (“Amendment No. 1”), to the Second Amended and Restated Investment Advisory Agreement, dated as of August 1, 2006, (“Agreement”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”), and Xxxxxx Xxxxxxx Investment Management Inc., a Delaware corporation (“Adviser”).

AXA Equitable and the Adviser agree to modify the Agreement, as follows:

1. New Portfolio. AXA Equitable hereby appoints the Adviser as the investment adviser to the EQ/Xxx Xxxxxx Real Estate Portfolio on the terms and conditions contained in the Agreement.

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

3. 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 above set forth.

AXA EQUITABLE LIFE INSURANCE COMPANY

XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.

By:

/s/ Xxxxxx X. Xxxxx

By:

/s/ Xxxxxxx Xxxxx

Name:

Xxxxxx X. Xxxxx

Name:

Xxxxxxx Xxxxx

Title:

Senior Vice President

Title:

Managing Director

APPENDIX A

AMENDMENT NO. 1

SECOND AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

The Manager shall pay the Adviser monthly compensation computed daily at an annual rate equal to the following:

Portfolios		Annual Advisory Fee Rate
EQ/Xxx Xxxxxx Emerging Markets Equity Portfolio		1.00% of the Portfolio’s average daily net assets up to and including $100 million; 0.80% of the Portfolio’s average daily net assets over $100 million and up to and including $400 million; 0.60% of the Portfolio’s average daily net assets over $400 million and up to and including $500 million; and 0.40% of the Portfolio’s average daily net assets in excess of $500 million.
EQ/Xxx Xxxxxx Xxxxxxxx Portfolio		0.40% of the Portfolio’s average daily net assets up to and including $250 million; 0.375% of the Portfolio’s average daily net assets over $250 million and up to and including $500 million; 0.35% of the Portfolio’s average daily net assets over $500 million and up to and including $1 billion; and 0.275% of the Portfolio’s average daily net assets in excess of $1 billion.
EQ/Xxx Xxxxxx Mid Cap Growth Portfolio		0.45% of the Portfolio’s average daily net assets up to and including $250 million; 0.40% of the Portfolio’s average daily net assets over $250 million and up to and including $500 million; 0.35% of the Portfolio’s average daily net assets over $500 million and up to and including $1 billion; and 0.30% of the Portfolio’s average daily net assets in excess of $1 billion.
EQ/Xxx Xxxxxx Real Estate Portfolio		0.500% of the Portfolio’s average daily net assets up to and including $250 million; 0.450% of the Portfolio’s average daily net assets over $250 million and up to and including $500 million; 0.400% of the Portfolio’s average daily net assets over $500 million and up to and including $750 million; 0.375% of the Portfolio’s average daily net assets over $750 million and up to and including $1 billion; and 0.350% of the Portfolio’s average daily net assets in excess of $1 billion.

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