The Registrant currently serves as the investment adviser to one investment company that is
registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and two private
investment trusts established in the Cayman Islands. Each investment company and private
investment trust is a “series” type of trust with multiple portfolios (each, a “Portfolio,” and together,
the “Portfolios”). The Registrant provides discretionary investment management services to the
Portfolios, including, among other things: (1) portfolio management services for the Portfolios; (2)
selecting investment sub-advisers for sub-advised Portfolios; and (3) developing and executing asset
allocation strategies for multi-advised Portfolios and Portfolios structured as funds-of-funds. In its
role as investment adviser, the Registrant has a variety of responsibilities for the general
management and administration of its investment company clients. One of the Registrant’s primary
responsibilities is to provide clients with portfolio management and investment advisory evaluation
services, principally by reviewing whether to appoint, dismiss or replace sub-advisers to each
Portfolio, and thereafter monitoring and reviewing each sub-adviser’s performance through
qualitative and quantitative analysis, as well as periodic in-person, telephonic and written
consultations with the sub-advisers. Currently, the Registrant has entered into sub-advisory
agreements with numerous different sub-advisers, including AllianceBernstein L.P. (“AB”), an
affiliate of the Registrant. Other primary responsibilities of the Registrant are to develop and monitor
the investment program of each Portfolio, including Portfolio investment objectives, policies and
asset allocations for the Portfolios; select investments for Portfolios (or portions thereof) for which
it provides direct investment selection services; allocate and reallocate assets of a Portfolio (or a
portion thereof) managed by multiple sub-advisers; ensure that investments and asset allocations
are consistent with the guidelines that have been approved by clients; select brokers or dealers to
execute transactions for Portfolios (or portions thereof) for which it provides direct investment
selection services and monitor portfolio transactions where sub-advisers provide investment
selection services; and develop, evaluate and implement strategic initiatives for the Portfolios,
including changes to Portfolio investment objectives and policies.
The Registrant may tailor its advisory services to the individual needs of its clients and, as a result,
the Registrant may be instructed by a client to limit or restrict certain investments for that client.
Any such limitations or restrictions are generally set forth in the applicable investment advisory
agreement, registration statement, or prospectus for that client.
The Registrant is a Delaware limited liability company that commenced operations effective as of
May 1, 2011. The Registrant is a wholly-owned subsidiary of Equitable Financial Life Insurance
Company (“Equitable Financial”), which is a New York life insurance company and one of the largest
life insurance companies in the U.S. Equitable Financial is an indirect subsidiary of Equitable
Holdings, Inc. (“Equitable Holdings”), which is a publicly-owned company. The Registrant was
organized in April 2011.
As of December 31, 2023, the Registrant had approximately $156.5 billion in assets under
management (includes amounts cross-invested through fund-of-fund investments). All of the assets
were discretionary assets.
EQ Advisors Trust
The Registrant is the investment adviser to EQ Advisors Trust, an investment company that is formed
as a Delaware statutory trust and that is registered under the 1940 Act. EQ Advisors Trust currently
consists of 110 Portfolios, which are listed in Appendix A.
EQ Allocation Funds Trust
The Registrant is the investment adviser to the EQ Allocation Funds Trust, an investment trust
established under the laws of the Cayman Islands. The Portfolios of the EQ Allocation Funds Trust
include: (i) Allocation Fund 20; (ii) Allocation Fund
40; (iii) Allocation Fund 50; (iv) Allocation Fund
60; and (v) Allocation Fund 80 (each, an “EQ Cayman Fund,” and together, the “EQ Cayman Funds”).
Currently, only Allocation Fund 20, Allocation Fund 50 and Allocation Fund 80 are operational.
EQ Offshore Multimanager Funds Trust (“EQ Offshore Trust”)
The Registrant is the investment adviser to the EQ Offshore Trust, an investment trust established
under the laws of the Cayman Islands. The Portfolios of the EQ Offshore Trust include: (i) EQ Offshore
Conservative Multimanager Fund; (ii) EQ Offshore Moderate Multimanager Fund; and (iii) EQ
Offshore Aggressive Multimanager Fund (each, an “EQ Offshore Fund,” and together, the “EQ Offshore
Funds”).
Model Programs
In connection with certain programs pursuant to which independent investment advisers and other
financial institutions (“Model Program Sponsors”) provide advisory services to their clients (“Model
Programs”), the Registrant provides to the Model Program Sponsors model investment portfolios for
use in the Model Programs ("Model Portfolios"). The Registrant also provides periodic or ongoing
advice with respect to updates to the Model Portfolios. The Model Portfolios may consist of a
portfolio of mutual funds advised by the Registrant or its affiliates, or other mutual funds, securities
and investment products. The Registrant generally creates the Model Portfolios with investment
objectives specified by the Model Program Sponsor. As a general matter, an investor in the Model
Program or the investor's adviser has the responsibility to (i) determine whether a Model Portfolio
is suitable and appropriate for the investor and (ii) tailor the Model Portfolio, as necessary, to fit an
investor’s individual financial situation and objectives. Under the terms of the Model Programs, the
Model Program Sponsor or an investor’s adviser generally has the ability to modify the Model
Portfolios. Currently, the Registrant receives no direct fees for providing these services to Model
Program Sponsors but may in the future receive fees for providing Model Portfolios to Model
Program Sponsors. The Registrant may receive indirect compensation from fees earned through
investments in the underlying funds that are managed or administered by the Registrant or an
affiliate and that are included in the Model Portfolios. The Registrant or the Model Program Sponsor
may impose a minimum account size in connection with a Model Program.
The Registrant provides investment advisory services to accounts over which it does not have
investment discretion (“Non-Discretionary Accounts”). Non-Discretionary Accounts will typically be
notified of recommended changes to a model at the same time as the accounts over which the
Registrant has investment discretion (“Discretionary Accounts”). Even though the Registrant may
provide its recommended changes to a model to Non-Discretionary Accounts and Discretionary
Accounts at the same time, the Registrant may have already commenced trading before the manager
of a Non-Discretionary Account has received or had the opportunity to fully evaluate or to act on the
Registrant’s recommendations. In this circumstance, the manager of a Non-Discretionary Account
may not be able to buy or sell investments in Non-Discretionary Accounts at an advantageous time
or price or in sufficient amounts to achieve the desired level of exposure, which could negatively
impact performance and could result in Non-Discretionary Accounts underperforming Discretionary
Accounts. On the other hand, a manager of a Non-Discretionary Account may initiate trading based
on the Registrant’s recommendations before or at the same time the Registrant is also trading for its
Discretionary Accounts, which could result in the Registrant’s Discretionary Accounts receiving
prices that are less favorable than prices that might otherwise have been obtained absent the other
manager’s trading activity, particularly with large orders where the securities are thinly traded.
Because the Registrant does not control a manager’s execution of transactions for Non-Discretionary
Accounts, the Registrant cannot control the market impact of such transactions.