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Response Letter

August 3, 2022

 Mark C. Amorosi

mark.amorosi@klgates.com

T +1 202 778 9351

 VIA EDGAR AND E-MAIL

Ms. Elisabeth Bentzinger

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, DC 20549

Ms. Lauren Hamilton

U.S. Securities and Exchange Commission

Division of Investment Management

100 Pearl St., Suite 20-100

New York, NY 10004-2616

Re:
 Responses to U.S. Securities and Exchange Commission Staff Comments on the Registration Statements on Form N-14 of EQ Advisors Trust (File No. 333-265918) and EQ Premier VIP Trust (File No. 333-265919)

Dear Mses. Bentzinger and Hamilton:

 On behalf
of EQ Advisors Trust and EQ Premier VIP Trust (each, a “Trust” and together, the “Trusts”), set forth below are comments that Ms. Bentzinger provided by telephone on July 19, 2022, and Ms. Hamilton provided by telephone on
July 20, 2022, concerning each Trust’s Registration Statement on Form N-14 (each, a “Registration Statement” and together the “Registration Statements”). The Trusts’
Registration Statements were filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 30, 2022. The Registration Statement of EQ Advisors Trust (“EQ Trust”) was filed in connection with the following
Reorganizations: (1) 1290 VT Low Volatility Global Equity Portfolio, a series of EQ Trust, into EQ/Common Stock Index Portfolio, also a series of EQ Trust, (2) EQ/Franklin Growth Allocation Portfolio, a series of EQ Trust, into EQ/JPMorgan Growth
Allocation Portfolio, also a series of EQ Trust, (3) EQ/First Trust Moderate Growth Allocation Portfolio, a series of EQ Trust, into EQ/Invesco Moderate Growth Allocation Portfolio, also a series of EQ Trust, (4) EQ/AXA Investment Managers Moderate
Allocation Portfolio, a series of EQ Trust, into 1290 VT Moderate Growth Allocation Portfolio, also a series of EQ Trust, and (5) EQ/Invesco International Growth Portfolio, a series of EQ Trust, into EQ/MFS International Growth Portfolio, also a
series of EQ Trust. The Registration Statement of EQ Premier VIP Trust (“VIP Trust”) was filed in connection with the Reorganization of EQ/Franklin Strategic Income Portfolio, a series of EQ Trust, into EQ/Core Plus Bond Portfolio, a
series of VIP Trust. Set forth in italics below is a summary of the accounting comments that Ms. Hamilton

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August 3, 2022

provided, followed by a summary of the disclosure comments that Ms. Bentzinger provided, in each case followed by the Trusts’ responses. Unless otherwise noted, defined terms have the
same meanings as in the Registration Statements. Each Trust is filing changes in response to your comments in a Pre-Effective Amendment to its Registration Statement today.

Accounting Comments (Ms. Hamilton)

1.
 General Comments

a.
 Comment:    The Independent Registered Public Accounting Firm for the
Acquired Portfolios must provide a Consent relating to the incorporation by reference of its report relating to the financial statements and financial highlights of the Acquired Portfolios. Please file a
Pre-Effective Amendment to the Registration Statement and include the Consent as an exhibit thereto.

Response: Each Trust will file a Pre-Effective Amendment to its Registration Statement on N-14 and include a Consent from the independent registered public accounting firm that relates to both the Acquiring and Acquired Portfolios.

2.
 Proxy Statement/Prospectus

a.
 Comment:    For each Reorganization, please clarify which fund will be the
accounting survivor.

 Response: For each Reorganization, the Trusts have clarified, under the heading
“Comparative Performance Information,” that the Acquiring Portfolio will be the accounting survivor of the Reorganization and that, as such, the Acquiring Portfolio will continue to have the same performance history following the
Reorganization as it had prior to the Reorganization.

b.
 Comment:    For each Reorganization, please disclose the costs of the
portfolio repositioning, including the brokerage costs incurred to sell or purchase the Acquired Portfolio’s securities. The costs should be quantified both in dollars and in basis points as of the most recent date practicable.

 Response: For each Reorganization, as applicable, the Trusts have revised the disclosure describing the portfolio
repositioning to provide an estimate of the portfolio transaction costs (i.e., brokerage commissions or other transaction costs) expected to be incurred in connection with sales of portfolio holdings by the Acquired Portfolio. Such costs are
quantified both in dollars and in basis points as of the most recent date practicable. The Trusts note that the Acquired Portfolios are not expected to purchase any securities in connection with the Reorganizations.

For Proposal 3, the Trusts have revised the applicable disclosure in the bullet point describing the portfolio repositioning to read as
follows: “… Such transaction costs could

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August 3, 2022

be significant, but EIM intends to implement the Reorganization in a manner that would minimize such costs, to the extent practicable, and believes that such costs would be reasonable in
relation to the anticipated benefits of the Reorganization. The It is estimated expected percentage of the holdings of that the First Trust Moderate Growth Allocation Portfolio
that will be sold not sell any of its holdings in connection with the Reorganization is less than 5%, and therefore no brokerage commissions or other transaction costs are expected to be
incurred. This estimate is subject to change depending on the factors outlined above….”

c.
 Comment:    For each Reorganization, please update the Capitalization
Table so that the data is as of a date that is within 30 days of the filing date.

 Response: The Trusts have
updated each Capitalization Table with data from June 30, 2022, the most recent date practicable.

d.
 Comment:    With respect to Proposal 3, there appears to be a one basis
point discrepancy between the net expenses of each of the First Trust Moderate Growth Allocation Portfolio and the Invesco Moderate Growth Allocation Portfolio as presented in the Fee Table compared to the Financial Highlights. Please clarify
supplementally the reason for the discrepancy, including whether the Fee Table is presenting the current fees of the funds and, if not, whether the Acquiring Portfolio’s fees are increasing.

Response: The Trusts note that the Acquired and Acquiring Portfolios have a December 31 fiscal year end. The Trusts clarify
supplementally that the reason for the one basis point discrepancy is that, for each Portfolio’s Financial Highlights, Acquired Fund Fees and Expenses (“AFFE”) are calculated based on each underlying acquired fund’s expense
information available as of December 31, 2021, whereas for each Portfolio’s Fee Table, AFFE are calculated based on expense information for each underlying acquired fund’s “most recent fiscal period as disclosed in [its] most
recent shareholder report ” (Instruction 3(f) of Item 3 of Form N-1A). The Trusts note, for example, that the most recent shareholder reports for underlying acquired funds with a December 31 fiscal
year end would not have been available on December 31, 2021. When acquired funds’ expense information available as of December 31, 2021, differs from the expense information subsequently disclosed in their shareholder reports for the
period ended December 31, 2021, a discrepancy can result.

 Item 3(a) of Form N-14 requires
“a table showing the current fees for the registrant and the company being acquired and pro forma fees, if different, for the registrant after giving effect to the transaction using the format prescribed” by Item 3 of Form N-1A. The Trusts confirm supplementally that the total net annual operating expense ratio of 1.20% for Class IB as shown in each Portfolio’s Fee Table is the current fee when AFFE are calculated in
accordance with Instruction 3(f) of Item 3 of Form N-1A.

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August 3, 2022

e.
 Comment: With respect to the Capitalization Table included under Proposal 4, please review the
data regarding the Class IB shares outstanding.

 Response: As indicated in the response to
comment 2.c above, the Trusts have updated each Capitalization Table with data from June 30, 2022, the most recent date practicable. In connection with the update to the Capitalization Table included under Proposal 4, the Trusts have reviewed
and revised the data regarding the Class IB shares outstanding.

f.
 Comment: With respect to Proposal 5, the disclosure provides that the expenses of the
Reorganization will be borne by the Invesco International Growth Portfolio (i.e., the Acquired Portfolio), except that EIM will pay the expenses that exceed the Acquired Portfolio’s expense limitation. Please explain supplementally
(i) why, for this Reorganization, the expenses will be allocated to the Acquired Portfolio, and (ii) whether it is anticipated that EIM will bear the costs as a result of the expense limitation.

 Response: The Trusts explain supplementally that, for each Reorganization (and not just for the Reorganization
described in Proposal 5), the expenses will be allocated to the applicable Acquired Portfolio; however, to the extent that Reorganization expenses exceed an Acquired Portfolio’s expense limitation, the expenses will be paid by EIM. As shown in
the response to comment 4.b below, the Trusts have added the following disclosure to the Summary:

 EIM has agreed to pay expenses of each
Reorganization that exceed an Acquired Portfolio’s expense cap set forth in its expense limitation arrangement. The estimated Reorganization expenses (excluding portfolio transaction costs, which, unless otherwise noted, will be incurred
indirectly by Contractholders both before and after the Reorganization) for each Acquired Portfolio are expected to exceed its expense cap and are expected to be paid by EIM.

The Trusts note that, as calculated in accordance with Item 3 of Form N-14, the Invesco International
Growth Portfolio’s total net annual operating expense ratio is only one basis point below its expense limit. Notwithstanding this calculation and Fee Table presentation, the Trusts confirm that the Reorganization expenses for the Invesco
International Growth Portfolio (excluding portfolio transaction costs) are expected to exceed the Portfolio’s expense limit and, therefore, are expected to be paid by EIM.

The Trusts also note that Ms. Bentzinger also commented on this same disclosure (please see comment 4.m below). In response to comment
4.m, the Trusts have revised the disclosure to read as follows:

 EIM has agreed to pay expenses of the Reorganization that exceed the
Invesco International Growth Portfolio’s expense limitation set forth in its

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expense limitation agreement. Expenses of the The Reorganization expenses for the Invesco International Growth Portfolio, which are estimated to be $286,333
(excluding portfolio transaction costs, which will be incurred indirectly by Contractholders both before and after the Reorganization), are expected to exceed the expense limit and, therefore, are expected to and will be borne
by the Invesco International Growth Portfolio. However, to the extent that the Reorganization expenses exceed the Invesco International Growth Portfolio’s expense limitation set forth in its expense limitation arrangement, these expenses
will be paid by EIM.

 The Trusts respectfully submit that the disclosure revised in response to comment 4.m also addresses this
comment 2.f.

g.
 Comment: Please disclose the other courses of action considered as possible alternatives to
the Reorganizations (e.g., liquidating an Acquired Portfolio).

 Response: The Trusts note that
Ms. Bentzinger provided a similar comment (please see comment 4.r below). In response to comment 4.r, the Trusts have added the following sentence at the end of the third paragraph under the heading “Additional Information about the
Reorganizations – Terms of the Reorganization Agreements”:

 If a Reorganization Agreement is not approved by the applicable
Acquired Portfolio’s shareholders or a Reorganization is not consummated for any other reason, the Board of the Acquired Portfolio will consider other possible courses of action for the Acquired Portfolio, which may include continuing to
operate the Acquired Portfolio as a stand-alone portfolio; changes to the Acquired Portfolio’s investment objectives, policies and strategies; reorganizing the Acquired Portfolio into other acquiring portfolios; or such other options that the
Board deems to be in the best interests of the Acquired Portfolio.

 The Trusts respectfully submit that the sentence added in response to
comment 4.r also addresses this comment 2.g.

3.
 Statement of Additional Information

a.
 Comment: With respect to each of Proposals 5 and 6, the Proxy Statement/Prospectus disclosure
does not include a statement that a determination had been made that the applicable Acquired Portfolio’s portfolio holdings are generally compatible with the corresponding Acquiring Portfolio’s investment objective and policies. Please
confirm supplementally that each applicable Acquired Portfolio will not be liquidating all of its respective holdings due to the investment restrictions of the corresponding Acquiring Portfolio, in which case a Schedule of Investments would be
required.

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August 3, 2022

 Response: In each of Proposals 5 and 6, the Trusts have revised the Proxy
Statement/Prospectus disclosure describing the portfolio realignment to include the follow statement: “EIM has reviewed the [name of Acquired Portfolio]’s current portfolio holdings and determined that the holdings generally are
compatible with the [name of Acquiring Portfolio]’s investment objective and policies.”

 With respect to Proposal 5, upon
further assessment, it is not anticipated that the Invesco International Growth Portfolio will liquidate substantially all of its securities holdings in connection with the Reorganization, and the Trusts have revised the Proxy Statement/Prospectus
disclosure describing the portfolio realignment to indicate that the estimated percentage of the holdings of the Invesco International Growth Portfolio that will be sold in connection with the Reorganization is 73%. The Trusts confirm supplementally
that the Invesco International Growth Portfolio will not be selling its securities holdings due to the investment restrictions of its corresponding Acquiring Portfolio. (The Trusts also confirm supplementally that the previously anticipated
liquidation of substantially all of the Invesco International Growth Portfolio’s securities holdings was not due to the investment restrictions of its corresponding Acquiring Portfolio.)

With respect to Proposal 6, the Trusts confirm supplementally that the Franklin Strategic Income Portfolio will not be liquidating all of its
securities holdings due to the investment restrictions of its corresponding Acquiring Portfolio.

 Disclosure Comments (Ms. Bentzinger)

4.
 Proxy Statement/Prospectus

a.
 Comment: Where a comment is made in one location in the filing, please make corresponding changes
where comparable disclosure appears elsewhere in the filing.

 Response: The Trusts confirm that where a
comment is made in one location in the filing, they have made corresponding changes where comparable disclosure appears elsewhere in the filing.

b.
 Comment: In the Summary, in the fifth paragraph under the heading “The Proposed
Reorganizations” (at page 6), please disclose the higher advisory fees of the Acquiring Portfolios in the two Reorganizations where the advisory fees are higher (i.e., MFS International Growth Portfolio and Core Plus Bond Portfolio). Please
disclose the advisory fees of the Acquired and A