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- N-14 Registration statement for investment companies business combination
- 99 Amended and Restated Investment Advisory Agreement Dated As of July 16, 2020
- 99 Amendment No. 1 DTD February 1, 2021 to the Amended and Restated Inv. Adv.
- 99 Investment Sub-advisory Agreement Bet. Eim and T. Rowe Price DTD July 16, 2020
- 99 Investment Sub-advisory Agreement BTW Eim and Massachusetts Financial 7/16/20
- 99 Investment Sub-advisory Agreement BTW Eim and Morgan Stanley Investment
- 99 Investment Sub-advisory Agreement BTW Eim and J.P. Morgan Investment 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Alliancebernstein 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Capital International 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Pacific Investment 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Wellington Management 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Gamco Asset 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Ssga Funds Management 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim, Wells Capital 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Lord Abbett & Co 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Bny Mellon Investment 7/16/20
- 99 Investment Sub-advisory Agreement BTW Eim and Franklin Mutual Advisers 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Franklin Advisers 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Blackrock Investment 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Invesco Advisers 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Harris Associates 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Earnest Partners 7/16/20
- 99 Investment Sub-advisory Agreement BTW Eim and Axa Investment Managers 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Palisade Capital DTD 7/31/20
- 99 Investment Sub-advisory Agreement Between Eim and Axa Rosenberg 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Diamond Hill Capital 7/16/20
- 99 Investment Sub-advisory Agreement BTW Eim and Allianz Global Investors 7/16/20
- 99 Amendment No. 1 Dated September 1, 2020 to the Investment Sub-advisory Agreement
- 99 Investment Sub-advisory Agreement Between Eim and Blackrock Financial 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Clearbridge DTD 7/31/20
- 99 Investment Sub-advisory Agreement Between Eim and Horizon Kinetics 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Westfield Capital 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Post Advisory 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Doubleline Capital 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Goldman Sachs 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Loomis, Sayles 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and QS Investors DTD 7/31/20
- 99 Investment Sub-advisory Agreement Between Eim and Federated Global 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Vaughan Nelson 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and HS Management 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Polen Capital 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim, Doubleline 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Janus Capital 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Barrow, Hanley 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and American Century 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Fiam LLC 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and Lazard Asset Management 8/1/20
- 99 Investment Sub-advisory Agreement Between Eim and First Trust 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and 1832 Asset 7/16/20
- 99 Investment Sub-advisory Agreement Between Eim and GQG Partners DTD 7/1/20
- 99 Distribution Agreement Class Ib Shares
- 99 Amendment No. 1 Dated February 1, 2021 to the Distribution Agreement Ib Shares
- 99 Distribution Agreement Class K Shares
- 99 Amendment No. 1 Dated February 1, 2021 to the Distribution Agreement K Shares
- 99 Distribution Agreement Class Ia Shares
- 99 Amendment No. 1 Dated February 1, 2021 to the Distribution Agreement Ia Shares
- 99 Amendment No. 36 DTD 7/16/20 to the Amended and Restated Global Custody Agrmt.
- 99 Form of Amendment No. 37 Dated As of February 1, 2021 Global Custody Trust & JPM
- 99 Opinion and Consent of Counsel Regarding the Legality of the Securities
- 99 Mutual Fund Service Agreement Dated July 16, 2020 Between the Trust and Eim
- 99 Amendment No. 1 Dated January 1, 2021 to the Mutual Funds Service Agreement
- 99 Amendment No. 2 Dated February 1, 2021 to the Mutual Funds Service Agreement
- 99 Expense Limitation Agreement Dated July 16, 2020 Between the Trust and Eim
- 99 Amendment No. 1 Dated August 31, 2020 to the Expense Limitation Agreement
- 99 Amendment No. 2 Dated September 30, 2020 to the Expense Limitation Agreement
- 99 Amendment No. 3 Dated January 1, 2021 to the Expense Limitation Agreement
- 99 Amend No. 13 DTD As of July 16, 2020 to the Second Amend. & Restated Part.agrmt
- 99 Amend No. 14 DTD As of FEB.1, 2021 to the Second Amend. & Restated Part.agrmt
- 99 Amendment No. 8 Dated As of July 16, 2020 to the Participation Agreement
- 99 Form of Amend No. 9 Dated As of February 1, 2021 to the Participation Agreement
- 99 Amend No. 14 DTD As of July 16, 2020 to the Amend & Restated Participation Agrmt
- 99 Amend No. 15 DTD As of Feb 1, 2021 to the Amend & Restated Participation Agrmt
- 99 Consent of Independent Registered Public Accounting Firm
- 99 Powers of Attorney
- 99 Forms of Voting Instruction and Proxy Cards
- COVER Cover
- 20 Jul 23 Registration statement for investment companies business combination
- 3 Aug 22 Registration statement for investment companies business combination (amended)
- 30 Jun 22 Registration statement for investment companies business combination
- 12 Mar 21 Registration statement for investment companies business combination
- 27 Jan 21 Registration statement for investment companies business combination
- 19 Jan 21 Registration statement for investment companies business combination
- 26 Feb 20 Registration statement for investment companies business combination
March 12, 2021 | Mark C. Amorosi | |
mark.amorosi@klgates.com | ||
T +1 202 778 9351 | ||
VIA EDGAR | F +1 202 778 9100 |
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: | EQ Advisors Trust (File No. 811-07953) – Registration Statement on Form N-14 |
Dear Sir or Madam:
On behalf of EQ Advisors Trust (the “Trust”), transmitted herewith for filing pursuant to the Securities Act of 1933, as amended (the “1933 Act”), and Regulation C thereunder is a registration statement for the Trust on Form N-14 (the “Registration Statement”). The Registration Statement registers shares of beneficial interest in the series of the Trust known as 1290 VT Natural Resources Portfolio and EQ/Balanced Strategy Portfolio.
The Registration Statement includes a Notice of Joint Special Meeting of Shareholders of 1290 VT Energy Portfolio, EQ/Franklin Balanced Managed Volatility Portfolio, and EQ/Global Bond PLUS Portfolio (each, an “Acquired Portfolio”), each a series of the Trust, a Combined Proxy Statement and Prospectus (the “Combined Proxy/Prospectus”), a Statement of Additional Information (the “SAI”), and forms of voting instruction and proxy cards relating to a Joint Special Meeting of Shareholders of the Acquired Portfolios (the “Meeting”). The Meeting is being held to request shareholder approval of the proposed reorganizations of: (1) 1290 VT Energy Portfolio into 1290 VT Natural Resources Portfolio; (2) EQ/Franklin Balanced Managed Volatility Portfolio into EQ/Balanced Strategy Portfolio; and (3) EQ/Global Bond PLUS Portfolio into EQ/Core Plus Bond Portfolio, a series of EQ Premier VIP Trust, another registered investment company in the same group of investment companies as the Trust.
The Trust has determined to hold a Joint Special Meeting of Shareholders of the Acquired Portfolios to consider all of the proposed reorganizations, and the Trust and EQ Premier VIP Trust have determined to utilize a Combined Proxy/Prospectus that describes all of the proposed reorganizations, to simplify the presentation of the proposals to shareholders and reduce the potential confusion associated with sending multiple documents to shareholders. The Combined Proxy/Prospectus and the SAI, as well as the Letter to Contractholders, Notice of Joint Special Meeting of Shareholders, and Contractholder Voting Instructions included in the Registration Statement, also are being filed separately in a registration statement on Form N-14 on behalf of EQ Premier VIP Trust (File No. 811-10509) with respect to the proposed reorganization of EQ/Global Bond PLUS Portfolio into EQ/Core Plus Bond Portfolio, as described above, and include information regarding that reorganization.
K&L GATES LLP
1601 K STREET NW WASHINGTON DC 20006
T +1 202 778 9000 F +1 202 778 9100 klgates.com
U.S. Securities and Exchange Commission
March 12, 2021
Page 2
If you have any questions or comments concerning the foregoing, please do not hesitate to contact me at (202) 778-9351 or my colleague Fatima Sulaiman at (202) 778-9082.
Sincerely, |
/s/ Mark C. Amorosi |
Mark C. Amorosi |
Enclosures
cc: | William MacGregor, Esq. |
Maureen Kane, Esq.
Equitable Investment Management Group, LLC
Fatima Sulaiman, Esq.
K&L Gates LLP