0001193125-10-096819 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 28th, 2010 • Eq Advisors Trust • New York

AGREEMENT, dated as of April 30, 2010 by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), and Wells Capital Management Inc., a corporation organized under the laws of the State of California (“Adviser”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 28th, 2010 • Eq Advisors Trust • New York

AGREEMENT, dated as of April 30, 2010, by and among AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), Wells Capital Management, Inc., (“Wells”), a corporation organized under the laws of the State of California, and First International Advisors, LLC a Delaware limited liability company (“First International” and together with Wells, the “Advisers”).

AMENDMENT NO. 4 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 28th, 2010 • Eq Advisors Trust

AMENDMENT NO. 4, effective April 30, 2010 (“Amendment No. 4”), to the Second Amended and Restated Investment Advisory Agreement, dated as of August 1, 2006, as amended (“Agreement”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”), and Morgan Stanley Investment Management Inc., a Delaware corporation (“Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 5 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 28th, 2010 • Eq Advisors Trust

WHEREAS, AXA Equitable and BlackRock agree to modify the Investment Advisory Agreement, dated as of October 1, 2006, as amended, (“Agreement”) as follows:

AMENDMENT NO. 17 FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 28th, 2010 • Eq Advisors Trust

Amendment No. 17 to the Fourth Amended and Restated Expense Limitation Agreement, dated as of May 1, 2010, between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and EQ Advisors Trust (the “Trust”) (“Amendment No. 17”).

EQ ADVISORS TRUST AMENDMENT NO. 6 TO THE SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 28th, 2010 • Eq Advisors Trust

AMENDMENT NO. 6 to the Second Amended and Restated Investment Advisory Agreement effective as of February 12, 2010 (“Amendment No. 6”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and AllianceBernstein L.P., a Delaware limited partnership (“Alliance” or “Adviser”).

EQ ADVISORS TRUST REVISED AMENDMENT NO. 5 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 28th, 2010 • Eq Advisors Trust

WHEREAS, AXA Equitable and BlackRock agree to modify the Investment Advisory Agreement, dated as of October 1, 2006, as amended, (“Agreement”) as follows:

EQ ADVISORS TRUST AMENDMENT NO. 4 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 28th, 2010 • Eq Advisors Trust

AMENDMENT NO. 4 to the Investment Advisory Agreement effective as of February 1, 2010 (“Amendment No. 4”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and SSgA Funds Management, Inc. (“SSgA” or “Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 28th, 2010 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated effective February 1, 2010 between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and BlackRock Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (“BlackRock or Adviser”).

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