AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT AGREEMENT

Exhibit (d)(1)(i)(B)(iii)

AMENDMENT NO. 2

TO THE

INVESTMENT MANAGEMENT AGREEMENT

AMENDMENT NO. 2 to the Investment Management Agreement (“Amendment No. 2”), effective as of September 1, 2012 between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (“AXA FMG” or “Manager”).

WHEREAS, AXA FMG and the Trust desire to modify the fees paid with respect to EQ/GAMCO Small Company Value Portfolio and EQ/X. Xxxx Price Growth Stock Portfolio;

NOW THEREFORE, the Trust and AXA FMG agree to modify and amend the Investment Management Agreement, dated as of May 1, 2011, as amended (“Agreement”), as follows:

1. Appendix A: Appendix A to the Agreement, which sets forth the Portfolios of the Trust for which AXA FMG is appointed investment manager is hereby replaced in its entirety by Appendix A attached hereto, and

2. Appendix B: Appendix B to the Agreement, which sets forth the fees payable to AXA FMG with respect to each Portfolio is hereby replaced in its entirety by Appendix B attached hereto.

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. 2 as of the date first above set forth.

EQ ADVISORS TRUST						AXA EQUITABLE FUNDS MANAGEMENT GROUP, LLC
By:		/s/ Xxxxx Xxxxx				By:		/s/ Xxxxxx X. Xxxxx
		Xxxxx Xxxxx						Xxxxxx X. Xxxxx
		Chief Financial Officer and Treasurer						Chairman, Chief Executive Officer and President

APPENDIX A

INVESTMENT MANAGEMENT AGREEMENT

Portfolios

All Asset Growth-Alt 20 Portfolio

EQ/Boston Advisors Equity Income Portfolio

EQ/GAMCO Mergers and Acquisitions Portfolio

EQ/GAMCO Small Company Value Portfolio

EQ/MFS International Growth Portfolio

EQ/Montag & Xxxxxxxx Growth Portfolio

EQ/PIMCO Ultra Short Bond Portfolio

EQ/X. Xxxx Price Growth Stock Portfolio

EQ/UBS Growth and Income Portfolio

APPENDIX B

INVESTMENT MANAGEMENT AGREEMENT

The Trust shall pay the Manager, at the end of each calendar month, compensation computed daily at an annual rate equal to the following:

(as a percentage of average daily net assets)

Fixed Income Portfolios		First $750 Million				Next $750 Million				Next $1 Billion				Next $2.5 Billion				Thereafter
EQ/PIMCO Ultra Short Bond			0.500	%			0.475	%			0.450	%			0.430	%			0.420	%

(as a percentage of average daily net assets)

Equity Portfolios		First $1 Billion				Next $1 Billion				Next $3 Billion				Next $5 Billion				Thereafter
EQ/Boston Advisors Equity Income			0.750	%			0.700	%			0.675	%			0.650	%			0.625	%
EQ/GAMCO Mergers and Acquisitions			0.900	%			0.850	%			0.825	%			0.800	%			0.775	%
EQ/GAMCO Small Company Value			0.750	%			0.700	%			0.675	%			0.650	%			0.625	%
EQ/MFS International Growth			0.850	%			0.800	%			0.775	%			0.750	%			0.725	%
EQ/Montag & Xxxxxxxx Growth			0.750	%			0.700	%			0.675	%			0.650	%			0.625	%
EQ/X. Xxxx Price Growth Stock			0.750	%			0.700	%			0.675	%			0.650	%			0.625	%
EQ/UBS Growth & Income			0.750	%			0.700	%			0.675	%			0.650	%			0.625	%

(as a percentage of average daily net assets)

All Asset Growth-Alt 20 (formerly, All Asset Allocation) 0.100 %