Eq Advisors Trust CORRESPCorrespondence with SEC

August 2, 2023

VIA EDGAR AND E-MAIL

Ms. Elisabeth Bentzinger

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Dear Ms. Bentzinger:

On behalf of EQ Advisors Trust (the “Trust”), set forth below are comments that you provided by telephone on June 16, 2023, concerning Post-Effective Amendment No. 169 to the Trust’s Registration Statement on Form N-1A (the “Post-Effective Amendment”) with respect to 11 new series of the Trust. The Post-Effective Amendment was filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 5, 2023, pursuant to the Securities Act of 1933, as amended (the “1933 Act”), and Rule 485(a) of Regulation C thereunder, and pursuant to the Investment Company Act of 1940, as amended, and the regulations thereunder. Your comments are set forth in italics and are followed by the Trust’s responses. Unless otherwise noted, defined terms have the same meanings as in the Post-Effective Amendment.

Response: The Trust will apply any revisions made in response to the Staff’s comments to disclosures throughout the registration statement, to the extent applicable.

Response: The Trust confirms that the Fund of Funds Agreements with Underlying Portfolios that do not have the same investment adviser will be included as exhibits in a post-effective amendment filed pursuant to Rule 485(b) under the 1933 Act. In addition, the Trust confirms that it will include a legality of shares opinion for shares of the new series in a post-effective amendment filed pursuant to Rule 485(b) under the 1933 Act.

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Response: The Trust has added the following disclosure to the Principal Investment Strategy section of each Allocation Portfolio’s prospectus: “The Portfolio is not limited with respect to the maturity or duration of the fixed income securities in which it invests.”

Response: The Trust has added the following disclosure to the Principal Investment Strategy section of each Allocation Portfolio’s prospectus: “The high yield bond category generally includes fixed income securities rated at least CC by S&P or Fitch or at least Ca by Moody’s or, if unrated, deemed to be of comparable quality by the Underlying Portfolio’s Sub-Adviser.” The Trust confirms that investing in fixed income securities that are in default is not a principal strategy for any of the Allocation Portfolios.

Response: The statement has been deleted from the Principal Investment Strategy section of each Allocation Portfolio’s prospectus.

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Response: The Trust respectfully disagrees that the referenced language is potentially misleading. The existing disclosure clearly states that volatility management techniques may reduce losses or mitigate financial risks to insurance companies that provide benefits and guarantees. However, in response to the Staff’s comment, the Trust has revised the summary prospectus disclosure as follows:

Volatility management techniques may reduce potential losses and/or mitigate financial risks to insurance companies that provide certain benefits and guarantees available under the Contracts and offer the Portfolio as an investment option in their products. Accordingly, volatility management techniques may also benefit the insurance companies by reducing the risk that the insurance companies will be required to pay amounts to meet the benefits and guarantees from their own resources.

In addition, the Trust has added the following disclosure to the “Volatility Management Risk” risk disclosure in the statutory prospectus:

Insurance companies issuing guaranteed benefits on variable annuity and insurance contracts investing in a Portfolio have a financial interest in preserving the value of the Portfolio and reducing its volatility due to their obligations for these guaranteed benefits (the cost of providing these guaranteed benefits is related to several factors including the performance and volatility of the Portfolio). To the extent a Portfolio is successful in managing the volatility of returns and downside risk, the insurance companies issuing guaranteed benefits on variable annuity and insurance contracts investing in the Portfolio will also benefit from a reduction in their potential investment risk which will reduce their costs of hedging this risk and may reduce their reserve and capital requirements. These financial benefits to the insurance companies may be significant.

Response: The Trust confirms that it has updated risk disclosures throughout the registration statement to reflect recent market and other events, as deemed appropriate.

Response: The Trust has added an “Emerging Markets Risk” disclosure to each Target Allocation Portfolio’s summary prospectus as follows:

Emerging Markets Risk: The risks associated with investments in emerging market countries often are significant, and vary from jurisdiction to jurisdiction and company to company. Investments in emerging market countries are more susceptible to loss than investments in more developed foreign countries and may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in more developed foreign countries. Emerging market countries may be more likely to experience rapid and significant adverse developments in their political or economic structures, intervene in financial markets, restrict foreign investments, impose high withholding or other

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taxes on foreign investments, impose restrictive exchange control regulations, or nationalize or expropriate the assets of private companies, which may have negative impacts on transaction costs, market price, investment returns and the legal rights and remedies available to the Portfolio. In addition, the securities markets of emerging market countries generally are smaller, less liquid and more volatile than those of more developed foreign countries, and emerging market countries often have less uniformity in regulatory, accounting, auditing and financial reporting requirements or standards, which may impact the availability and quality of information about issuers, and less reliable clearance and settlement, registration and custodial procedures. Emerging market countries also may be subject to high inflation and rapid currency devaluations, and currency-hedging techniques may be unavailable in certain emerging market countries. In addition, some emerging market countries may be heavily dependent on international trade, which can materially affect their securities markets. Securities of issuers traded on foreign exchanges may be suspended. The likelihood of such suspensions may be higher for securities of issuers in emerging market countries than in countries with more developed markets.

Response: Each Target Allocation Portfolio’s Item 4 principal investment strategy disclosure indicates that the Portfolio may invest in fixed income investments “such as debt securities issued by the U.S. Government and its agencies and instrumentalities … and short-term investments such as money market instruments.” The Item 4 principal risk disclosure likewise includes disclosure about the risks of such fixed income investments, such as Interest Rate Risk, Credit Risk and Liquidity Risk. The Item 9 disclosure includes more detailed disclosure about such investments and risks. Accordingly, the Trust respectfully submits that no additional disclosure is necessary.

Response: The Trust has added disclosure to the “Principal Strategy” section of each of these Portfolios to clarify that the Portfolio’s indirect investments in mortgage-backed and

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asset-backed securities include primarily government, corporate, and investment grade agency mortgage-backed and asset-backed securities. The Trust confirms that these Portfolios will not invest in collateralized loan obligations, collateralized debt obligations, or collateralized mortgage obligations as a principal strategy. The Trust further confirms that these Portfolios will not invest, as a principal strategy, in mortgage-backed or asset-backed securities that are non-investment grade or non-agency. The Trust also confirms that these Portfolios will not invest in subprime mortgages as a principal strategy. The Trust has added to each of these Portfolio’s summary prospectuses principal risk disclosure regarding mortgage-backed and asset-backed securities as follows:

Mortgage-Related and Other Asset-Backed Securities Risk: Declines in the credit quality of and defaults by the issuers of mortgage-related and other asset-backed securities or instability in the markets for such securities may decrease the value of such securities, which could result in losses to the Portfolio, and may reduce the liquidity of such securities and make such securities more difficult to purchase or sell at an advantageous time and price. In addition, borrowers may default on the obligations that underlie mortgage-related and other asset-backed securities. The risk of defaults by borrowers generally is greater during times of rising interest rates and/or unemployment rates. The impairment (or loss) of the value of collateral or other assets underlying mortgage-related and other asset-backed securities will result in a reduction in the value of the securities. Certain collateral may be difficult to locate in the event of default, or may be lost, and recoveries of depreciated or damaged collateral may not fully cover payments due on such collateral. Asset-backed securities may not have the benefit of a security interest in collateral comparable to that of mortgage assets, resulting in additional credit risk.

Furthermore, mortgage-related and other asset-backed securities typically provide the issuer with the right to prepay the security prior to maturity. During periods of rising interest rates, the rate of prepayments tends to decrease because borrowers are less likely to prepay debt (such as mortgage debt or automobile loans). Slower than expected payments can extend the average lives of mortgage-related and other asset-backed securities, and this may “lock in” a below market interest rate and increase the security’s duration and interest rate sensitivity, which may increase the volatility of the security’s value and may lead to losses. During periods of falling interest rates, the rate of prepayments tends to increase because borrowers are more likely to pay off debt and refinance at the lower interest rates then available. Unscheduled prepayments shorten the average lives of mortgage-related and other asset-backed securities and may result in the Portfolio’s having to reinvest the proceeds of the prepayments at lower interest rates, thereby reducing the Portfolio’s income.

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Response: The Trust believes that the disclosure is accurate. The principal investment strategy provides that the portfolio managers intend to maintain an “average weighted portfolio quality of BBB- or better, which is considered investment grade,” and further provides that investments in below investment grade securities are subject to a maximum of 40% of the Portfolio’s total assets. Accordingly, the Trust believes that the statement indicating that the Portfolio normally invests primarily in investment grade fixed income securities is accurate.

Response: The Trust confirms that the Portfolio does not currently intend to invest more than 15% in non-agency, non-investment grade mortgage- and asset-backed securities or in collateralized loan obligations. The Trust confirms that the Portfolio will not invest in subprime mortgages as a principal strategy and has deleted corresponding subprime risk disclosure from the risk disclosure regarding mortgage-backed and asset-backed securities in the “Principal Risks” section. The Trust expects the Portfolio’s portfolio to consist primarily of investments considered to be highly liquid securities and, therefore, the Portfolio does not anticipate any issues satisfying short-term liquidity needs.

Response: The Trust confirms that the Portfolio will not invest in covenant light loans as a principal strategy.

Response: The Trust believes that the discontinuation of LIBOR is not a principal risk of the Portfolio.

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Response: As disclosed in “Cash Management Risk,” the risk is related to the Portfolio’s investment in various derivatives investments, for which the Portfolio may be required to post collateral, and to the Portfolio’s execution of its stated principal investment strategy described in the “Principal Investment Strategy” section of the summary prospectus. Accordingly, the Trust respectfully submits that the current disclosure is complete and accurate.

Response: The principal risk section currently includes a specific “Futures Contract Risk” risk factor. In addition, the principal risks of options, structured securities and swap agreements are currently described in the “Derivatives Risk” risk factor and additional information about these instruments is provided in the statutory prospectus. The Trust believes that these disclosures are consistent with the guidance set forth in the letter from Barry D. Miller, Associate Director, Office of Legal and Disclosure, to Karrie McMillan, General Counsel, Investment Company Institute, dated July 30, 2010 regarding derivatives related disclosure and that no additional disclosure in the principal risk section is necessary.

Response: The Trust confirms that it currently values any derivatives at mark to market value for purposes of determining compliance with the Portfolio’s 80% investment policy pursuant to Rule 35d-1. The Trust notes, however, that the SEC has not provided definitive guidance as to how to calculate the asset value of derivatives for purposes of measuring compliance with a fund’s 80% investment policy adopted pursuant to Rule 35d-1. The Trust believes that the use of notional value rather than mark to market value may be an acceptable way to value certain derivatives where a fund’s investment exposure to the underlying asset is equal to the notional value of the derivative. The Trust respectfully declines to add disclosure stating that derivatives are valued on a mark to market basis rather than notional value for purposes of calculating compliance with the Portfolio’s 80% investment policy.

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Response: The Trust notes that, as required by Item 4 of Form N-1A, the summary prospectus for each Portfolio describes the Portfolio’s principal investment strategies. Additional information associated with the Portfolios’ principal strategies is described within the statutory prospectus. The “More information on strategies, risks, benchmarks and underlying portfolios” section of the statutory prospectus affirms that the Portfolios’ principal strategies are discussed in the summary prospectuses.

The Trust also notes that, as required by Item 4 of Form N-1A, the summary prospectus for each Portfolio identifies the Portfolio’s principal risks. Additional information associated with the Portfolios’ principal risks is described within the statutory prospectus. The “More information on strategies, risks, benchmarks and underlying portfolios” section of the statutory prospectus affirms that the Portfolios’ principal risks are discussed in the summary prospectuses. Each of the Portfolios is a fund of funds with a broad investment mandate (except the EQ/Core Plus Bond Portfolio, which has a separate prospectus). The section of the prospectus titled “The Portfolios at a Glance” describes the Portfolios’ asset allocations and identifies the Underlying Portfolios in which the Portfolios may invest. The second paragraph in the section titled “Risks,” beginning on page 84, provides: “To the extent a Portfolio invests in Underlying Portfolios that invest primarily in certain types of securities or other instruments (such as equity securities …, fixed income securities …, or foreign securities), the performance of the Portfolio will be subject to the risks of investing in such securities or other instruments.” In addition, in the section titled “Risks,” beginning on page 84, the first paragraph under the heading “Risks of Equity Investments” states that each Portfolio may invest a portion of its assets in Underlying Portfolios that emphasize investments in equity securities; the first paragraph under the heading “Risks of Fixed Income Investments” states that each Portfolio may invest a portion of its assets in Underlying Portfolios that invest primarily in debt securities; and the first paragraph under the heading “Risks of Foreign Securities Investments” states the each Portfolio may invest a portion of its assets in Underlying Portfolios that invest primarily in foreign securities. In addition, in the section titled “Risks,” beginning on page 84, the first paragraph under the heading “General Risks” states that each Portfolio and each of the Underlying Portfolios may be subject to certain general investment risks. The Trust believes that this approach is permissible under General Instruction C of Form N-1A, which provides that “[a] Fund may include, except in response to Items 2 through 8, information in the prospectus or the SAI that is not otherwise required” so long as the information does not impede understanding of the information that is required to be included.

In addition, General Instruction C.(3)(a) of Form N-1A provides that “[i]nformation that is included in Items 2 through 8 need not be repeated elsewhere in the prospectus.” The Trust believes that the information disclosed in response to Item 4 need not be identified again as a principal strategy or a principal risk in response to Item 9(b). Accordingly, the Trust believes that no revisions are required.

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Response: The Trust has revised the referenced statement to remove the reference to “staff.”

Response: The Trust is not aware of any SEC requirement to “look through” to the securities held by an underlying fund when monitoring a Portfolio’s industry concentration limit. The Trust believes that its current policy on concentration, as disclosed in its SAI, complies with relevant interpretations applicable to open-end funds. The Trust respectfully submits that no revisions are required.

Response: The Portfolios do not directly employ derivatives. The Portfolios invest in Underlying Portfolios that employ derivatives, both as full derivatives users and as limited derivatives users. As the SAI is intended to address the investment strategies and risks of the Portfolios as well as the Underlying Portfolios in which they may invest, the Trust believes the disclosure is appropriate and that no deletions are necessary.

Response: The Trust has considered the staff’s request and believes that placement in the SAI of the above-referenced disclosure is appropriate. The Trust respectfully submits that it is not aware of any Form N-1A requirement to include such disclosure in the prospectus. Indeed, the Trust believes that the placement of the disclosure in the SAI is consistent with Items 15 and 22 of Form N-1A, which expressly require funds to include, in the SAI, disclosure regarding organizational matters and the rights and privileges of owning shares of a fund, as well as with the General Instructions of Form N-1A, which

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state, among other things, that the purpose of the SAI is to include information that “some investors may find useful” but which is not “essential information” that should be included in the prospectus. See General Instruction C.2. Accordingly, the Trust respectfully declines to make any disclosure changes in response to this comment.

Response: The provision cited in the Staff’s comment accurately reflects the language as it appears in the Trust’s Declaration of Trust, which provides: “No provision of this Declaration of Trust is effective to waive rights under the 1940 Act, the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.” Accordingly, the Trust respectfully submits that the disclosure is accurate and that no changes are required.

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If you have any questions or comments regarding the foregoing, please contact me at (202) 778-9351 or my colleague Fatima Sulaiman at (202) 778-9082.

Sincerely,

/s/ Mark C. Amorosi

Mark C. Amorosi

Maureen Kane, Esq.

Equitable Investment Management Group, LLC

Fatima Sulaiman, Esq.

K&L Gates LLP