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Response Letter

 April 2, 2020

VIA EDGAR AND EMAIL

 Ms. Ashley Vroman-Lee

 Ms. Megan Miller

U.S. Securities and Exchange Commission

 100 F Street,
NE

 Washington, DC 20549

 Mark C. Amorosi

mark.amorosi@klgates.com

T +1 202 778 9351

Re:
 Responses to Securities and Exchange Commission Staff Comments on the Initial Registration Statements on Form N-14 of EQ Advisors Trust (File No. 333-236642) and AXA Premier VIP Trust (File No. 333-236643)

Dear Mses. Vroman-Lee and Miller:

On behalf of EQ Advisors Trust and AXA Premier VIP Trust (each a “Trust” and together the “Trusts”), set forth below
are comments that you provided on March 23, 2020 and March 24, 2020 concerning the Initial Registration Statements on Form N-14 (“Registration Statements”) of each Trust, which were filed
with the U.S. Securities and Exchange Commission on February 26, 2020. The Registration Statement of EQ Advisors Trust was filed in connection with the following reorganizations: (1) EQ/Franklin Templeton Allocation Managed Volatility
Portfolio, a series of EQ Advisors Trust, into EQ/Aggressive Growth Strategy Portfolio, also a series of EQ Advisors Trust; (2) EQ/MFS Technology II Portfolio, a series of EQ Advisors Trust, into EQ/MFS Technology Portfolio, also a series of EQ
Advisors Trust; (3) EQ/Templeton Global Equity Managed Volatility Portfolio, a series of EQ Advisors Trust, into 1290 VT SmartBeta Equity Portfolio, also a series of EQ Advisors Trust; (4) EQ/UBS Growth and Income Portfolio, a series of EQ
Advisors Trust, into EQ/Capital Guardian Research Portfolio, also a series of EQ Advisors Trust; (5) Multimanager Mid Cap Growth Portfolio, a series of EQ Advisors Trust, into EQ/Janus Enterprise Portfolio, also a series of EQ Advisors Trust;
(6) Multimanager Mid Cap Value Portfolio, a series of EQ Advisors Trust, into EQ/American Century Mid Cap Value Portfolio, also a series of EQ Advisors Trust; (7) CharterSM Aggressive
Growth Portfolio, CharterSM Growth Portfolio, CharterSM Moderate Growth Portfolio, and
CharterSM Moderate Portfolio, each a series of AXA Premier VIP Trust, each into All Asset Growth-Alt 20 Portfolio, a series of EQ Advisors Trust;
(8) CharterSM Small Cap Growth Portfolio, a series of AXA Premier VIP Trust, into EQ/Morgan Stanley Small Cap Growth Portfolio, a series of EQ Advisors Trust; and (9) CharterSM Small Cap Value Portfolio, a series of AXA Premier VIP Trust, into 1290 VT Small Cap Value Portfolio, a series of EQ Advisors Trust. The Registration Statement of AXA Premier VIP Trust was filed in
connection with the reorganization of the CharterSM Conservative Portfolio, a series of the AXA Premier VIP Trust, into EQ/Conservative Allocation Portfolio, also a series of AXA Premier VIP
Trust. Your

 K&L GATES LLP

1601 K STREET NW WASHINGTON DC 20006-1600

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778 9000 F +1 202 778 9100 klgates.com

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comments are set forth in italics and are followed by the Trusts’ responses. Unless otherwise noted, defined terms have the same meanings as in the Registration Statements.

1.
 Disclosure Comments

a.
 Comment: On page v, the “Contractholder Voting Instructions” under the heading “How to
Instruct an Insurance Company,” provides: “ At any time prior to an Insurance Company’s voting at the Meeting, a Contractholder may revoke his or her voting instructions with respect to that investment division by providing the
Insurance Company with a properly executed written revocation of such voting instructions, properly executing later-dated voting instructions by a voting instruction card, telephone or the Internet, or appearing and providing voting
instructions in person at the Meeting.”

 Do you mean properly executed later dated voting
instructions, and what does that mean in the context of a telephone call?

 Response: In order to further clarify the
above statement in response to your comment, the Trusts have revised the disclosure as follows:

 “At any time
prior to an Insurance Company’s voting at the Meeting, a Contractholder may revoke his or her voting instructions with respect to that investment division by providing the Insurance Company with a properly executed written revocation of such
voting instructions, by properly executing later-dated voting instructions by a voting instruction card, telephone or the Internet, or
appearing by attending the Meeting by
telephone and providing voting instructions in person at the
Meeting.”

 Further, in the context of a telephone call, at any time prior to the Meeting, a Contractholder who has
previously provided voting instructions by telephone (using the instructions on the proxy card) can revoke those instructions by providing the Insurance Company with later-dated voting instructions by telephone, as well as by mailing a voting
instruction card or via the Internet.

 The Trusts further note that, given the rapidly changing situation in New York City relating
to the coronavirus (COVID-19) outbreak and related restrictions, the Trusts’ office has been temporarily closed until further notice to ensure the health and safety of its employees and clients. As a
result, the Meeting, originally scheduled to be held at the Trusts’ office, will be conducted on the same date and time by telephone instead of an in-person meeting. The Proxy Statement/Prospectus included in the Registration Statement of each
Trust has been revised accordingly to include clear instructions for Contractholders to attend the Meeting by telephone. At the Meeting, Contractholders who attend by telephone will be given an opportunity to revoke their prior voting instructions
if they wish.

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 April 2, 2020

b.
 Comment: On page v, in the “Contractholder Voting Instructions” under the heading “How to
Instruct an Insurance Company,” please confirm that Securities Exchange Act Rule14a-4(b)(1) is complied with, i.e., does the following language need to be bolded:

“Shares in each investment division of a Separate Account for which an Insurance Company receives a voting instruction card
that is signed and timely returned but is not marked to indicate voting instructions will be treated as an instruction to vote the Shares “FOR” a Proposal.”

Response: The Trusts have revised the referenced disclosure to appear in boldface type.

c.
 Comment: On page 10 of the registration statement, regarding the comparison discussion of the corresponding
acquired portfolios of 1290 VT SmartBeta Equity Portfolio and EQ/American Century Mid Cap Value Portfolio, are those funds’ fees the same as the fees of the corresponding acquired portfolios? If the fees are the same only because of an expense
waiver, first disclose that the fees of the two acquired funds, which should be identified by name, are lower than fees of the corresponding acquiring funds named here.

Response: All of the Acquiring Portfolios, except for the 1290 VT SmartBeta Equity Portfolio, the EQ/American Century Mid Cap
Value Portfolio, and the All Asset Growth-Alt 20 Portfolio, currently have lower total operating expense ratios than their corresponding Acquired Portfolios, regardless of whether an expense limitation
arrangement is in effect. The total operating expense ratios of the EQ/Templeton Global Equity Managed Volatility Portfolio are lower than the total operating expense ratios of its Acquiring Portfolio, the 1290 VT SmartBeta Equity Portfolio;
however, if the reorganization of EQ/Templeton Global Equity Managed Volatility Portfolio is approved, the Adviser has undertaken to lower the expense limit of the 1290 VT SmartBeta Equity Portfolio so that the 1290 VT SmartBeta Equity Portfolio
would be subject to the same expense limit as the EQ/Templeton Global Equity Managed Volatility Portfolio.

 The total operating
expense ratios of the Multimanager Mid Cap Value Portfolio are lower than the total operating expense ratios of its Acquiring Portfolio, the EQ/American Century Mid Cap Value Portfolio. However, the EQ/American Century Mid Cap Value Portfolio has a
lower expense limit than the Multimanager Mid Cap Value Portfolio, and therefore the total operating expense ratio, after waivers, of the EQ/American Century Mid Cap Value Portfolio is lower than that of the Multimanager Mid Cap Value Portfolio.

 The total operating expense ratio of the Charter Moderate Portfolio, after fee waivers, is lower than the total operating expense
ratio of its Acquiring Portfolio, the All Asset Growth-Alt 20 Portfolio; however, if the reorganization of the Charter Moderate Portfolio is approved, the Adviser has undertaken to lower the expense limit of
the All Asset Growth-

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Alt 20 Portfolio so that the All Asset Growth-Alt 20 Portfolio would subject to the same expense limit as the Charter Moderate Portfolio.

The disclosure in the Registration Statement has been revised to reflect the above.

d.
 Comment: On page 13 of the registration statement, with respect to the first bullet on that page, which says
that “it is anticipated” that FMG LLC will manage and administer the merged fund after the reorganization - it should be certain as to who will manage and administer the fund. Please clarify so that an investor can know what they are
voting on. Please make revisions accordingly throughout the document.

 Response: The Trusts have
revised the disclosure as follows and have made applicable revisions throughout the document:

 FMG LLC serves as
the investment manager and administrator for each Portfolio, and it is anticipated that FMG LLC will continue to manage and
administer the EQ/Aggressive Growth Strategy Portfolio after the Reorganization.

e.
 Comment: On page 15 of the registration statement, the Comparative Fee and Expense Tables appear before the
Comparison of Principal Risk Factors. Doesn’t Item 3 require that the tables follow and not precede the comparison of risks? Please apply to all proposals.

Response: The Registration Statements have been revised so that for each Proposal, the “Comparison of Principal Risk
Factors” appears before the “Comparative Fee and Expense Tables.”

f.
 Comment: In the “Comparison of Investment Objectives, Policies and Strategies,” please consider
restating these strategies in plain English. For example, it looks very dense. For example, on page 16, in the comparison of the EQ/Aggressive Growth Strategy Portfolio to the Franklin Portfolio the first half of the first paragraph of the principal
strategies for the Franklin Portfolio includes definitions and names of advisers and sub-advisers and impedes the understanding of the strategies.

Response: The Trusts believe that the disclosures in “Comparison of Investment Objectives, Policies and Strategies” are
written in plain English. The disclosures included in the comparison chart are consistent with the corresponding disclosures in the Acquiring and Acquired Portfolios’ currently-effective registration statements and, as such, the Trusts believe
the disclosure should remain the same.

g.
 Comment: In the Comparison of Principal Risk Factors (e.g., on page 19), Item 3(c) requires that the risks
of the acquiring fund be discussed, not just identified. At the very least, you should footnote each risk with a sentence clarifying what the

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defined risk means. This applies to all proposals. It’s questionable that the decision to put a detailed discussion of these risks starting on page 136 or so satisfies this requirement.

 Response: Each Proposal begins with a detailed synopsis that includes a narrative discussion of the
risks of each Acquired Portfolio and Acquiring Portfolio, including a discussion of how each Acquired Portfolio’s and Acquiring Portfolio’s risks compare and how they differ. The information in the “Comparison of Principal Risk
Factors” section of each Proposal is consistent with the discussion in the synopsis of each Proposal. The “Descriptions of Risk Factors” section and “Appendix B: More Information on Strategies and Risk Factors” provide
additional information regarding risks. Repeating the risk factor descriptions in each Proposal would add considerably to the length of the Registration Statement and would result in many repetitions of the same disclosures. Accordingly, the Trusts
submit that the Registration Statement disclosure on risks is adequate and further revisions are not necessary.

h.
 Comment: On page 31, regarding the merger of the Templeton Portfolio and the 1290 VT SmartBeta Equity
Portfolio, please explain how net assets would be $364.4 million. I’m assuming it has something to do with the reorganization described in Proposal 1, but it should be clear here so an investor does not have to figure it out through a
cross-reference.

 Response: The Registration Statement has been revised as follows:

The Templeton Portfolio and the 1290 VT SmartBeta Equity Portfolio had net assets of approximately $684.8 million
and $32.9 million, respectively, as of January 31, 2020. As described in Proposal 1, the Templeton Portfolio currently is an underlying portfolio of another portfolio of EQ
Trust, the EQ/Franklin Templeton Allocation Managed Volatility Portfolio (the “Franklin Portfolio”). The Franklin Portfolio allocates its assets equally among each of three underlying portfolios (i.e., approximately 33 1/3%), including the
Templeton Portfolio. It is expected that, prior to the Closing Date, the Franklin Portfolio will redeem its investment in the Templeton Portfolio for cash. Accordingly, prior to the Closing Date, the Templeton Portfolio’s net assets will
decrease significantly. Thus, if the Reorganization (and the Reorganization described in Proposal 1) had been in effect as of January 31, 2020, the combined Portfolio would have had net assets of
approximately $364.4 million.

i.
 Comment: Please disclose somewhere in the registration statement the anticipated brokerage costs associated
with repositioning the acquired fund. If not providing a figure than explain who is paying for it.

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 Response: The Trusts have disclosed the estimated brokerage costs to be incurred
with repositioning the Acquired Portfolios in the Proxy Statement/Prospectus in the synopsis of each Proposal. The Trusts further note that the Registration statement discloses that “[t]he sale of investments by [an Acquired] Portfolio in
connection with the Reorganization may result in its selling securities at a disadvantageous time and price and could result in its realizing gains (or losses) that would not otherwise have been realized and its (and indirectly its investors)
incurring transaction costs that would not otherwise have been incurred.”

j.
 Comment: Please ensure that you have addressed the rights of dissenters as per Item 7(c)(1) of Form N-14.

 Response: The Trusts note that there are no rights
of appraisal or similar rights of dissenters with respect to the Proposals. The following disclosure has been added to the section titled “Required Shareholder Vote” under “Voting Information”:

Shareholders do not have appraisal or similar rights of dissenters with respect to the Proposals.

k.
 Comment: On page 208, the registration statement provides: “The cost of the Reorganizations is
estimated to be $836,000, which will be allocated based on shareholder accounts among the Acquired Portfolios. However, the Adviser will pay expenses relating to the Reorganizations that exceed a class’s expense cap.” Please clarify what
the latter sentence means for an investor.

 Response: The following disclosure has been added at the
end of the abovementioned statement:

 Accordingly, if the current expense ratio of an Acquired Portfolio (or a
class thereof) equals or exceeds its expense limit, the Adviser will bear that Acquired Portfolio’s (or class’) expenses associated with the Reorganization.

l.
 Comment: Included in Appendix A-1 is an Agreement and Plan of
Reorganization that is a “form of.” Please confirm an executed plan will be