EQ Advisors Seeks Non-Diversified Status for 11 Funds, Citing Flexibility

TL;DR

**EQ Advisors Trust is ditching diversification for 11 funds, signaling a high-stakes bet on concentrated portfolios for potentially bigger gains, but brace for increased volatility.**

AI Summary

EQ Advisors Trust is proposing a significant reclassification for 11 of its Portfolios, moving them from 'diversified' to 'non-diversified' funds under the Investment Company Act of 1940. This change, if approved by shareholders at a Special Meeting on February 4, 2026, would grant the investment adviser, Equitable Investment Management Group, LLC (EIM), and its sub-advisers increased flexibility to invest larger percentages of a Portfolio's assets in a single issuer. The Board of Trustees unanimously recommends a 'FOR' vote, believing this flexibility could enhance investment performance. However, this increased concentration also introduces higher risk, as explicitly stated in the filing. The estimated proxy expenses for this reclassification are $1,200,000, which will be borne by each class of each Portfolio, though EIM will waive its fees if a Portfolio's expense ratio exceeds its cap. Contractholders of record as of October 31, 2025, are entitled to provide voting instructions.

Why It Matters

This reclassification from diversified to non-diversified status for 11 EQ Advisors Trust Portfolios fundamentally alters their investment strategy, allowing for greater concentration in individual issuers. For investors, this means potentially higher returns but also significantly increased risk due to less diversification. Employees of Equitable Investment Management Group, LLC (EIM) and its sub-advisers gain more strategic latitude, potentially impacting their performance incentives. In the broader market, this move reflects a trend towards specialized, higher-conviction strategies, potentially intensifying competition among actively managed funds seeking alpha through concentrated bets.

Risk Assessment

Risk Level: high — The filing explicitly states, "Investing a larger percentage of a Portfolio's assets in any one issuer carries certain risks." By moving from 'diversified' to 'non-diversified,' the Portfolios will be able to concentrate investments, inherently increasing specific issuer risk and overall portfolio volatility compared to their current diversified structure.

Analyst Insight

Investors in these 11 EQ Advisors Trust Portfolios should carefully review their risk tolerance and investment objectives. Consider re-evaluating your allocation to these funds, as their risk profile will fundamentally change if the proposal passes, allowing for greater concentration and potentially higher volatility.

Financial Highlights

total Assets

Not Disclosed

total Debt

Not Disclosed

Key Numbers

• 11 — Number of Portfolios affected (These 11 Portfolios are seeking reclassification from diversified to non-diversified.)
• $1.2M — Estimated proxy expenses (This amount will be borne by the Portfolios, with the Adviser waiving fees if expense caps are met.)
• 2025-10-31 — Record Date (Date for determining eligible contractholders to vote.)
• 2026-02-04 — Meeting Date (Date of the Special Meeting of Shareholders.)

Key Players & Entities

• EQ Advisors Trust (company) — Registrant and issuer of Portfolios
• Equitable Financial Life Insurance Company (company) — Record owner of Portfolio shares for contractholders
• Equitable Investment Management Group, LLC (company) — Investment adviser for the Portfolios
• Steven M. Joenk (person) — Signatory for Equitable Financial Life Insurance Company
• Shane Daly (person) — Secretary of EQ Advisors Trust
• Investment Company Act of 1940 (regulator) — Governing act for fund classification
• February 4, 2026 (date) — Date of the Special Meeting of Shareholders
• October 31, 2025 (date) — Record date for determining voting eligibility
• $1,200,000 (dollar_amount) — Estimated proxy expenses for the meeting
• 1345 Avenue of the Americas, New York, New York 10105 (company) — Principal offices of EQ Advisors Trust and Equitable Financial

FAQ

Risk Factors

• Change in Diversification Status [medium — regulatory]: The proposal seeks to reclassify 11 Portfolios from 'diversified' to 'non-diversified' under the Investment Company Act of 1940. This change allows for greater concentration of assets in a single issuer, which inherently increases risk.
• Increased Investment Concentration Risk [high — market]: Shifting to a non-diversified status means a Portfolio can invest a larger percentage of its assets in a single issuer. This concentration exposes the Portfolio to greater risk if that specific issuer performs poorly.
• Proxy Solicitation Expenses [medium — operational]: The estimated proxy expenses for this shareholder meeting are $1,200,000. These costs will be borne by each class of each Portfolio, potentially impacting performance if not offset by fee waivers or improved expense ratios.

Industry Context

The mutual fund industry is highly competitive, with a constant drive for performance and flexibility. Reclassifying funds from diversified to non-diversified is a strategy employed by some advisers to potentially enhance returns by allowing for more concentrated bets on specific issuers. However, this trend is met with increased regulatory scrutiny and investor awareness regarding the associated risks.

Regulatory Implications

The proposed change directly involves the Investment Company Act of 1940, requiring shareholder approval to alter a Portfolio's classification. This move from diversified to non-diversified status is a significant regulatory shift for the affected Portfolios, impacting how they are regulated and perceived by investors.

What Investors Should Do

1. Review the Proxy Statement thoroughly.
2. Vote 'FOR' or 'AGAINST' the proposal by the deadline.
3. Consider the increased risk profile.

Key Dates

• 2025-10-31: Record Date — Determines which contractholders are eligible to provide voting instructions for the Special Meeting.
• 2026-02-04: Special Meeting of Shareholders — Shareholders will vote on the proposal to reclassify 11 Portfolios from diversified to non-diversified status.
• 2025-12-10: Date of Proxy Statement Mailing — Indicates when shareholders were formally notified and provided with the proxy materials.

Glossary

Diversified Fund

Under the Investment Company Act of 1940, a diversified fund must meet certain asset diversification tests, limiting the percentage of assets that can be invested in any single issuer. (The Portfolios are seeking to move away from this status.)

Non-diversified Fund

A non-diversified fund, also known as a 'non-diversified' or 'concentrated' fund, is not subject to the same strict diversification requirements and can invest a larger portion of its assets in a single issuer. (This is the proposed new classification for the 11 Portfolios.)

Investment Company Act of 1940

A landmark piece of U.S. federal legislation that regulates the organization of companies, including mutual funds, that engage in investing and trading in securities. (This Act governs the classification of funds as diversified or non-diversified.)

Proxy Statement

A document required by the SEC that must be provided to shareholders before a shareholder meeting, detailing the matters to be voted upon. (This document contains the information and recommendation for the shareholder vote.)

Equitable Investment Management Group, LLC (EIM)

The investment adviser for EQ Advisors Trust and its Portfolios. (EIM will gain increased flexibility in investment strategy if the proposal passes.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting and does not contain comparative financial performance data against a prior period. The primary focus is on a proposed structural change to 11 Portfolios, moving them from diversified to non-diversified status, which is a forward-looking proposal rather than a review of past financial results.

Key Financial Figures

• $1,200,000 — lio. These expenses are estimated to be $1,200,000. The aforementioned expenses (other tha

Filing Documents

• d61947ddef14a.htm (DEF 14A) — 205KB
• g61947g00v03.jpg (GRAPHIC) — 132KB
• g61947g00v04.jpg (GRAPHIC) — 176KB
• g61947g00v05.jpg (GRAPHIC) — 133KB
• g61947g00v06.jpg (GRAPHIC) — 177KB
• g61947g01i39.jpg (GRAPHIC) — 5KB
• 0001193125-25-313675.txt ( ) — 1067KB
• S000009147
• C000024880
• C000104174
• S000009173
• C000024934
• C000104183
• S000009194
• C000024985
• C000104190
• S000009207
• C000025011
• C000104193
• S000025791
• C000077103
• C000104212
• S000025795
• C000104215
• S000044691
• C000138912
• C000138913
• C000138914
• S000044695
• C000138925
• C000138926
• S000062643
• C000203166
• C000203167
• S000062648
• C000203176
• C000203177
• S000062653
• C000203186
• C000203187

From the Filing

DEF 14A 1 d61947ddef14a.htm EQ ADVISORS TRUST EQ Advisors Trust UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Rule 14a-12 EQ ADVISORS TRUST (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. EQUITABLE FINANCIAL LIFE INSURANCE COMPANY 1345 Avenue of the Americas New York, New York 10105 December 10, 2025 Dear Contractholder: Enclosed is a notice and Proxy Statement relating to a Special Meeting of Shareholders of the ATM Large Cap Managed Volatility Portfolio, EQ/500 Managed Volatility Portfolio, EQ/ClearBridge Large Cap Growth ESG Portfolio, EQ/Fidelity Institutional AM ® Large Cap Portfolio, EQ/JPMorgan Growth Stock Portfolio, EQ/Large Cap Growth Managed Volatility Portfolio, EQ/Loomis Sayles Growth Portfolio, EQ/MFS Utilities Series Portfolio, EQ/Wellington Energy Portfolio, Multimanager Aggressive Equity Portfolio and Multimanager Technology Portfolio (each, a "Portfolio" and together, the "Portfolios"), each a series of EQ Advisors Trust (the "Trust"). The Special Meeting of Shareholders is scheduled to be held at the Trust's offices, located at 1345 Avenue of the Americas, 3 rd Floor, New York, New York 10105, on February 4, 2026, at 11:00 a.m., Eastern time (the "Meeting"). The Board of Trustees of the Trust (the "Board") has called the Meeting to request that shareholders of each Portfolio approve a change in the Portfolio's classification under the Investment Company Act of 1940, as amended, from a "diversified" fund to a "non-diversified" fund. Shareholder approval of this change would enable a Portfolio to invest larger percentages of its assets in the securities of a single issuer. Changing a Portfolio's classification from diversified to non-diversified would provide the Portfolio's investment adviser, Equitable Investment Management Group, LLC ("EIM" or the "Adviser"), and the Portfolio's investment sub-adviser(s) with increased flexibility in implementing the Portfolio's investment strategies and pursuing the Portfolio's investment objective. This increased investment flexibility may provide opportunities to enhance a Portfolio's investment performance. Investing a larger percentage of a Portfolio's assets in any one issuer carries certain risks, as described in the attached Proxy Statement. The approval of the proposal by one Portfolio is not contingent on the approval of the proposal by any of the other Portfolios. As an owner of a variable life insurance policy and/or variable annuity contract or certificate (a "Contract") that participates in one or more of the Portfolios through the investment divisions of a separate account or accounts established by Equitable Financial Life Insurance Company ("Equitable Financial") or another insurance company (each, an "Insurance Company"), you (a "Contractholder") are entitled to instruct the Insurance Company that issued your Contract how to vote the applicable Portfolio shares related to your interest in those accounts held as of the close of business on October 31, 2025. The Insurance Company that issued your Contract is the record owner of the Portfolio shares related to your interest in those accounts and may be referred to as a "shareholder." The attached Notice of Special Meeting of Shareholders and Proxy Statement concerning the Meeting describe the matters to be considered at the Meeting. You should read the Proxy Statement prior to completing your voting instruction card. The Board has approved the proposal identified above with respect to each Portfolio and recommends that you vote "FOR" the proposal. Although the Board has determined that a vote "FOR" the proposal is in the best interest of each Portfolio and its shareholders, the final decision is yours. You are cordially invited to attend the Meeting. Since it is important that your vote be represented whether or not you are able to attend, you are urged to consider these matters and to exercise your voting instructions by completing, dating and signing the enclosed voting instruction card and returning it in the accompanying return envelope at your earliest convenience or by relaying your voting instructions via telephone or the Internet by following the enclosed instructions. For further information on how to instruct an Insurance Company, please see the

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