EQ ADVISORS TRUST AMENDMENT NO. 1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

Exhibit (d)(22)(vi)

EQ ADVISORS TRUST

AMENDMENT NO. 1

SECOND AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of November 8, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Xxxxxxx Capital Management, LLC, a Delaware limited liability company (the “Adviser”).

AXA Equitable and Adviser agree to modify the Second Amended and Restated Investment Advisory Agreement, dated as of August 1, 2006 (“Agreement”), for EQ Advisors Trust (“Trust”) as follows:

1. Existing Portfolio. The Manager hereby reaffirms its appointment of the Adviser as the investment adviser for the EQ/Xxxxxxx Focus Portfolio of the Trust.

2. 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 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 set forth above.

AXA EQUITABLE LIFE INSURANCE COMPANY						XXXXXXX CAPITAL MANAGEMENT, LLC
By:		/s/ Xxxxxx X. Xxxxx				By:		/s/ Xxxxxxxxxxx X. Xxxxxxx
		Xxxxxx X. Xxxxx						Name:		Xxxxxxxxxxx X. Xxxxxxx
		Senior Vice President						Title:		President

APPENDIX A

AMENDMENT NO. 1

SECOND AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

Related Portfolios		Annual Advisory Fee Rate***
Focus Portfolios, which shall consist of the following Portfolio and Other Allocated Portions** of a Related Portfolio (collectively referred to as “Focus Portfolios”): EQ/Xxxxxxx Focus Portfolio MarketPLUS Large Cap Growth Portfolio (a series of the Trust)* AXA Conservative Multimanager Fund (a series of AXA Offshore Multimanager Funds Trust)* AXA Moderate Multimanager Fund (a series of AXA Offshore Multimanager Funds Trust)* AXA Aggressive Multimanager Fund (a series of AXA Offshore Multimanager Funds Trust)*		0.450% of the Focus Portfolios’ average daily net assets up to and including $400 million; 0.400% of the Focus Portfolios’ average daily net assets over $400 million and up to and including $1 billion; 0.375% of the Focus Portfolios’ average daily net assets over $1 billion and up to and including $1.5 billion; and 0.350% of the Focus Portfolios’ average daily net assets in excess of $1.5 billion

* Fees 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 “Xxxxxxx Allocated Portion.”

** Other Allocated Portions include another series of EQ Advisors Trust (or series or portions thereof) or other investment companies (or series or portions thereof) that are managed by the Manager and advised by the Adviser and classified as “Focus Portfolios.”

*** The daily advisory fee for the Related Portfolios are calculated by multiplying the aggregate net assets of the Related Portfolios 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 each Xxxxxxx Allocated Portion is the portion of the daily advisory fee for the Related Portfolios equal to the Xxxxxxx Allocated Portion’s net assets relative to the aggregate net assets of each respective Related Portfolio, including the Xxxxxxx Allocated Portion used in fee calculation.