0001193125-06-230593 Sample Contracts

SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 9th, 2006 • Eq Advisors Trust • Delaware

SECOND AMENDED AND RESTATED AGREEMENT, dated as of August 1, 2006, by and between AXA Equitable Life Insurance Company, a Delaware corporation (“AXA Equitable” or the “Manager”), and Morgan Stanley Investment Management Inc., a Delaware corporation (the “Adviser”).

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FORM OF AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 9th, 2006 • Eq Advisors Trust

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

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