FORM OF AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT AGREEMENT

Exhibit (d)(1)(i)(C)(iii)

FORM OF AMENDMENT NO. 2

TO THE

INVESTMENT MANAGEMENT AGREEMENT

AMENDMENT NO. 2 to the Investment Management Agreement (“Amendment No. 2”), effective as of             , 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 (“FMG LLC” or “Manager”).

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

1. New Portfolio: The Trust hereby appoints FMG LLC as the investment manager of AXA Aggressive Strategy Portfolio (“New Portfolio”) on the terms and conditions contained in the Agreement.

2. Duration of Agreement.

a. Except as noted in subsection (b) below, with respect to each Portfolio specified in Appendix A to the Agreement (except as provided below), the Agreement will continue in effect another 12 months beyond August 31, 2011 and may be continued thereafter pursuant to subsection (c) below.

b. With respect to the New Portfolio, the Agreement will continue in effect for two years after the effective date of Amendment No. 2 and may be continued thereafter pursuant to subsection (c) below.

c. With respect to each Portfolio, the Agreement shall continue in effect annually after the date specified in subsection (a) or (b), as the case may be, only so long as such continuance is specifically approved at least annually by a majority of the Trustees who are not a party to the agreement or interested persons (as defined in the Investment Company Act of 1940, as amended (“1940 Act”) (“Independent Trustees”), and by either the Board of Trustees or a vote of a majority of the outstanding shares of the Portfolio. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to a Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the 0000 Xxx) vote to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement, or (b) all the Portfolios of the Trust.

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

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:						By:
		Xxxxx Xxxxx						Xxxxxx X. Xxxxx
		Chief Financial Officer and Treasurer						Chairman, Chief Executive Officer and President

APPENDIX A

AMENDMENT NO. 2

TO THE

INVESTMENT MANAGEMENT AGREEMENT

Portfolio		Management Fee
EQ/Franklin Xxxxxxxxx Allocation Portfolio		0.05% of the average daily net assets of the Portfolio.
AXA Aggressive Strategy Portfolio AXA Balanced Strategy Portfolio AXA Conservative Growth Strategy Portfolio AXA Conservative Strategy Portfolio AXA Moderate Growth Strategy Portfolio AXA Growth Strategy Portfolio AXA Ultra Conservative Strategy Portfolio (collectively, the “Strategic Allocation Portfolios”)		0.10% of the average daily net assets of each Strategic Allocation Portfolio.