EQ Advisors Trust
1290 Avenue of the Americas
New York, NY 10104
February 26, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
| Re: | EQ Advisors Trust (CIK#: 0001027263) |
Request for Withdrawal of Registration Statement on Form N-14 (File No. 333-252456) |
Dear Sir or Madam:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), EQ Advisors Trust (the “Registrant”) respectfully requests the withdrawal of the Registration Statement on Form N-14 (Accession Number 0001193125-21-018650), together with all exhibits thereto (collectively, the “Registration Statement”). The Registration Statement relates to the proposed “shell” reorganizations of certain series of the EQ Premier VIP Trust (the “VIP Trust”) into newly-created, corresponding series of the Registrant. The Registration Statement was filed with the Securities and Exchange Commission (the “Commission”) on January 27, 2021, and is scheduled to become effective on February 26, 2021, the thirtieth day after filing, pursuant to Rule 488 under the Securities Act.
The Registrant confirms that no securities have been sold in connection with the offering contemplated by the Registration Statement. No filing fee was required or paid in connection with the filing of the Registration Statement.
The Registrant is requesting the withdrawal of the Registration Statement because the Registrant and the VIP Trust have determined not to proceed at this time with the proposed “shell” reorganizations contemplated in the Registration Statement.
Pursuant to paragraph (b) of Rule 477 under the Securities Act, it is the Registrant’s understanding that this request for withdrawal of the Registration Statement will be deemed granted as of the date that it is filed with the Commission unless the Registrant is otherwise notified within 15 calendar days of the filing of this request.
If you have any questions regarding this letter, please contact Mark Amorosi from K&L Gates LLP at (202) 778-9351.
| Sincerely, |
| /s/ William MacGregor |
William MacGregor Secretary |
| cc: | Maureen Kane, Esq. |
Kiesha T. Astwood-Smith, Esq. |
Victoria Zozulya, Esq. |
Equitable Investment Management Group, LLC |
Mark C. Amorosi, Esq. |
Fatima Sulaiman, Esq. |
K&L Gates LLP |
