EQ ADVISORS TRUST AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT

Exhibit (d)(9)(iii)

EQ ADVISORS TRUST

AMENDMENT NO. 2 TO THE

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of July 16, 2014, (“Amendment No. 2”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“FMG LLC” or “Manager”) and Xxxxxxx Capital Management, LLC, a Delaware limited liability company (“Xxxxxxx” or “Adviser”).

FMG LLC and Xxxxxxx agree to modify the Investment Advisory Agreement dated as of May 1, 2011, as amended, (“Agreement”) as follows:

1. Name Change. Effective May 1, 2014, the name of EQ/Large Cap Growth PLUS Portfolio was changed to AXA Large Cap Growth Managed Volatility Portfolio.

2. Existing Portfolio. The Manager hereby reaffirms its appointment of the Adviser as the investment adviser to AXA Large Cap Growth Managed Volatility Portfolio and Multimanager Aggressive Equity Portfolio.

3. Appendix A. Appendix A to the Agreement setting forth the Portfolios of the Trust for which the Adviser is appointed as the investment adviser and the fee payable to the Adviser is hereby replaced in its entirety by Appendix A attached hereto.

4. 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. 2 as of the date first set forth above.

AXA EQUITABLE FUNDS MANAGEMENT GROUP, LLC						XXXXXXX CAPITAL MANAGEMENT, LLC
By:		/s/ Xxxxxx X. Xxxxx				By:		/s/ Xxxxxxxxxxx X. Xxxxxxx
		Xxxxxx X. Xxxxx				Name:		Xxxxxxxxxxx X. Xxxxxxx
		Chairman, Chief Executive Officer and President				Title:		President

APPENDIX A

AMENDMENT NO. 2

TO

INVESTMENT ADVISORY AGREEMENT

WITH

XXXXXXX CAPITAL MANAGEMENT, LLC

Related Portfolios		Annual Advisory Fee Rate***
Focus Portfolios, which shall consist of the following Allocated Portion, and Other Allocated Portions** of Related Portfolios (collectively referred to as “Focus Portfolios”): AXA Large Cap Growth Managed Volatility Portfolio* 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
Multimanager Aggressive Equity Portfolio*		0.27% of the Xxxxxxx Allocated Portion’s average daily net assets.

* 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 other investment vehicles (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 is 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.