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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.     )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

EQ ADVISORS TRUST

AXA PREMIER VIP 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):

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AXA EQUITABLE LIFE INSURANCE COMPANY

1290 Avenue of the Americas

New York, New York 10104

September [5], 2018

Dear Contractholder:

Enclosed is a notice and joint proxy statement relating to a Joint Special Meeting of Shareholders of the EQ Advisors Trust and the AXA Premier VIP Trust (each, a “Trust” and together, the “Trusts”). The Joint Special Meeting of Shareholders is scheduled to be held at the Trusts’ offices, located at 1290 Avenue of the Americas, New York, New York 10104, on October 25, 2018, at 2:30 p.m., Eastern time (the “Meeting”).

Each Trust is a “series” investment company comprised of separate portfolios (each, a “Portfolio” and together, the “Portfolios”). The Portfolios are identified in the tables beginning on page 2 of the joint proxy statement.

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 AXA Equitable Life Insurance Company or another insurance company (each, an “Insurance Company”), you (a “Contractholder”) are entitled to instruct the Insurance Company that issued your policy or contract how to vote the applicable Portfolio shares related to your interest in those accounts as of the close of business on June 29, 2018. The Insurance Company that issued your policy or contract is the record owner of the Portfolio shares related to your interest in those accounts and is referred to as a “shareholder.”

Following is only a brief summary of the matters to be considered at the Meeting. The attached Notice of Joint Special Meeting of Shareholders and Joint Proxy Statement concerning the Meeting describe in more detail the matters to be considered at the Meeting.

Shareholders of each Portfolio will be asked to approve new investment advisory agreements between AXA Equitable Funds Management Group, LLC (“FMG LLC”), the Portfolios’ investment adviser, and the relevant Trust. Shareholders of the Portfolios for which AllianceBernstein L.P. (“AllianceBernstein”), AXA Investment Managers, Inc. (“AXA IM”), or AXA Rosenberg Investment Management LLC (“AXA Rosenberg”) currently serves as a sub-adviser also will be asked to approve new investment sub-advisory agreements between FMG LLC and AllianceBernstein, AXA IM, or AXA Rosenberg, as applicable. AllianceBernstein, AXA IM, and AXA Rosenberg are affiliates of FMG LLC. These new investment advisory and investment sub-advisory agreements are presented in response to anticipated changes to the indirect ownership of FMG LLC and certain of its affiliated investment advisers. AXA S.A., FMG LLC’s ultimate parent company, plans to divest over time its remaining ownership interest in its U.S. subsidiary, AXA Equitable Holdings, Inc. (“AEH”). AEH is the indirect parent company of AXA Equitable Life Insurance Company, of which FMG LLC is a wholly-owned subsidiary. FMG LLC does not expect the change in its ownership to result in any changes to the investment management fees paid by the Portfolios, the portfolio management of the Portfolios, or the nature and quality of the services provided by FMG LLC or its affiliates to the Portfolios.

Shareholders of certain Portfolios for which SSgA Funds Management, Inc. (“SSgA”) currently serves as a sub-adviser also will be asked to approve a new investment sub-advisory agreement between FMG LLC and AllianceBernstein. As stated above, AllianceBernstein is an affiliate of FMG LLC. If the shareholders of such a Portfolio approve the new investment sub-advisory agreement, AllianceBernstein would replace SSgA as sub-adviser to the Portfolio, and AllianceBernstein, rather than SSgA, would provide the day-to-day implementation of an investment program for all, or a portion, of the assets of the Portfolio, as well as certain related administrative functions. Under the new investment sub-advisory agreement with AllianceBernstein, each such Portfolio will continue to receive substantially the same services it receives under the current investment sub-advisory agreement with SSgA, and FMG LLC will pay AllianceBernstein the same sub-advisory fee with respect to each Portfolio that it currently pays SSgA under the current investment sub-advisory agreement. The appointment of AllianceBernstein as sub-adviser to such a Portfolio will not result in any changes to the investment management fee paid by the Portfolio to FMG LLC and is not expected to result in any changes to the investment program of the Portfolio.

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Shareholders of each Trust also will be asked to elect each of the ten current members of the Board of Trustees of each Trust, as well as two new trustee nominees to serve on the Board of Trustees of each Trust.

The Board of Trustees of each Trust has approved the proposals identified above with respect to your Portfolio(s) and recommends that you vote “FOR” each of the proposals on which you are being asked to vote. Although each Board of Trustees has determined that a vote “FOR” each proposal is in your best interest, 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 Contractholder Voting Instructions included herein. Of course, we hope that you will be able to attend the Meeting, and if you wish, you may provide voting instructions in person, even though you may have already returned a voting instruction card or submitted your voting instructions via telephone or the Internet. Please respond promptly in order to save additional costs of proxy solicitation and in order to make sure you are represented. The cost of the Meeting, including the cost of solicitation of proxies and voting instructions and the expenses associated with reimbursing Insurance Companies or others for their reasonable expenses in forwarding solicitation material to Contractholders, will be borne by FMG LLC and/or its affiliates.

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EQ ADVISORS TRUST

AXA PREMIER VIP TRUST

1290 Avenue of the Americas

New York, New York 10104

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON

OCTOBER 25, 2018

To the Shareholders:

NOTICE IS HEREBY GIVEN that a Joint Special Meeting of Shareholders of the EQ Advisors Trust (the “EQ Trust”) and the AXA Premier VIP Trust (the “VIP Trust”) (each, a “Trust” and together, the “Trusts”) will be held at the Trusts’ offices, located at 1290 Avenue of the Americas, New York, New York 10104, on October 25, 2018, at 2:30 p.m., Eastern time (the “Meeting”).

The EQ Trust and the VIP Trust are “series” investment companies comprised of separate portfolios (the “EQ Portfolios” and the “VIP Portfolios,” respectively) (each, a “Portfolio” and together, the “Portfolios”). The Portfolios are identified in the tables beginning on page 2 of the Joint Proxy Statement attached to this notice.

AXA S.A. (“AXA”) has announced its intention to sell over time its remaining ownership interest in its U.S. subsidiary, AXA Equitable Holdings, Inc. (“AEH”), which is the indirect parent company of AXA Equitable Funds Management Group, LLC (“FMG LLC”), the investment adviser to the Portfolios. AXA anticipates selling all of its interest in AEH — and, indirectly, FMG LLC — through a series of sales of AEH’s common stock (the “Sell-Down Plan”) over time, subject to market conditions and a lock-up period on sales by AXA of its remaining AEH common stock ending 180 days after the date of AEH’s Form S-1 Registration Statement filed May 2, 2018. It is possible that AXA’s divestment of AEH may take place by means of a sale to a single buyer or group of buyers.

The Portfolios are subject to the Investment Company Act of 1940, as amended (the “1940 Act”), which provides that any investment advisory agreement, including any investment sub-advisory agreement, must terminate automatically upon its “assignment.” As used in the 1940 Act, the term “assignment” includes any transfer of a controlling block of outstanding voting securities of an adviser or the parent company of an adviser. Such a transfer is often referred to as a “Change of Control Event.” It is possible that one or more of the transactions contemplated by the Sell-Down Plan may be deemed a Change of Control Event. If any such Change of Control Event were to occur, the investment advisory agreements for each Portfolio would automatically terminate. The investment sub-advisory agreement between FMG LLC and AllianceBernstein L.P. (“AllianceBernstein”) also would automatically terminate at any Change of Control Event. In addition, each investment sub-advisory agreement between (1) FMG LLC and AXA Investment Managers, Inc. (“AXA IM”) and (2) FMG LLC and AXA Rosenberg Investment Management LLC (“AXA Rosenberg”) provides that it will automatically terminate in the event the investment advisory agreement between a Portfolio and FMG LLC terminates for any reason. To ensure that FMG LLC, AllianceBernstein, AXA IM and AXA Rosenberg may continue to provide advisory and sub-advisory services to the Portfolios without interruption, the Meeting is being called to approve new investment advisory agreements and investment sub-advisory agreements. Shareholders also will be asked to approve, under certain circumstances, any future investment advisory and investment sub-advisory agreements if, as a result of future Change of Control Events that may occur in connection with the Sell-Down Plan, the investment advisory and investment sub-advisory agreements terminate. The Trusts also are taking this opportunity to update and modernize the terms of the investment advisory and investment sub-advisory agreements under which services are provided to each Trust. The new investment advisory and investment sub-advisory agreements initially will take effect on or about November 1, 2018. Any new investment advisory agreements and investment sub-advisory agreements entered into as a result of a Change of Control Event that occurs after shareholder approval will take effect upon the closing of that Change of Control Event.

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The Meeting also is being called to approve a new investment sub-advisory agreement between FMG LLC and AllianceBernstein with respect to certain Portfolios for which SSgA Funds Management, Inc. (“SSgA”) currently serves as a sub-adviser. If the shareholders of such a Portfolio approve the new investment sub-advisory agreement, AllianceBernstein would replace SSgA as sub-adviser to the Portfolio, and AllianceBernstein, rather than SSgA, would provide the day-to-day implementation of an investment program for all, or a portion, of the assets of the Portfolio, as well as certain related administrative functions. The new investment sub-advisory agreement between FMG LLC and AllianceBernstein would automatically terminate at any Change of Control Event, as described above. Therefore, shareholders also will be asked to approve a new investment sub-advisory agreement and any future investment sub-advisory agreements if, as a result of Change of Control Events that may occur in connection with the Sell-Down Plan, the new investment sub-advisory agreement terminates.

Shareholders of each Trust also will be asked to elect each of the ten current members of the Board of Trustees of each Trust, as well as two new trustee nominees to serve on the Board of Trustees of each Trust.

At the Meeting, the shareholders of each Portfolio who are entitled to vote at the Meeting will be asked to approve the proposals applicable to that Portfolio, as described below:

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The Board of Trustees of each Trust unanimously recommends that you vote in favor of each Proposal on which you are being asked to vote.

Please note that owners of variable life insurance policies and/or variable annuity contracts or certificates (the “Contractholders”) issued by AXA Equitable Life Insurance Company or another insurance company (each, an “Insurance Company”) who have invested in shares of one or more of the Portfolios through the investment divisions of a separate account or accounts of an Insurance Company will be given the opportunity to provide the applicable Insurance Company with voting instructions on the above matters.

You should read the Joint Proxy Statement attached to this notice prior to completing your proxy or voting instruction card(s). The record date for determining the number of shares outstanding, the shareholders entitled to vote, and the Contractholders entitled to provide voting instructions at the Meeting and any adjournments or postponements thereof has been fixed as the close of business on June 29, 2018. If you attend the Meeting, you may vote or provide your voting instructions in person.

YOUR VOTE IS IMPORTANT

Please return your proxy card(s) or voting instruction card(s) promptly

Regardless of whether you plan to attend the Meeting, you should vote or provide voting instructions by promptly completing, dating and signing the enclosed proxy or voting instruction card(s) for the Portfolio(s) in which you directly or indirectly own shares and returning the card(s) in the enclosed postage-paid envelope. You also can vote or provide voting instructions through the Internet or by telephone using the 16-digit control number that appears on the enclosed proxy or voting instruction card(s) and following the simple instructions. If you are present at the Meeting, you may change your vote or voting instructions, if desired, at that time. Your Board of Trustees recommends that you vote or provide voting instructions to vote “FOR” each proposal on which you are being asked to vote.

Dated: September [5], 2018

New York, New York

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AXA EQUITABLE LIFE INSURANCE COMPANY

CONTRACTHOLDER VOTING INSTRUCTIONS

FOR THE JOINT SPECIAL MEETING OF SHAREHOLDERS OF

EQ ADVISORS TRUST

AXA PREMIER VIP TRUST

TO BE HELD ON OCTOBER 25, 2018

Dated: SEPTEMBER [5], 2018

GENERAL

These Contractholder Voting Instructions are being furnished by AXA Equitable Life Insurance Company (“AXA Equitable”) or another insurance company (each, an “Insurance Company” and together, the “Insurance Companies”) to owners of their variable life insurance policies or variable annuity contracts or certificates (the “Contracts”) (the “Contractholders”) who, as of June 29, 2018 (the “Record Date”), had net premiums or contributions allocated to the investment divisions of a separate account or accounts (the “Separate Accounts”) that are invested in shares of one or more of the portfolios (each, a “Portfolio” and together, the “Portfolios”) of the EQ Advisors Trust and/or the AXA Premier VIP Trust (each, a “Trust” and together, the “Trusts”). Each Trust is a Delaware statutory trust that is registered with the U.S. Securities and Exchange Commission as an open-end management investment company.

Each Insurance Company will offer Contractholders the opportunity to instruct it, as the record owner of all of the shares of beneficial interest in the Portfolios held by its Separate Accounts, as to how it should vote on the relevant proposals (each, a “Proposal” and together, the “Proposals”) that will be considered at the Joint Special Meeting of Shareholders referred to in the preceding Notice and at any adjournments or postponements (the “Meeting”). The enclosed Joint Proxy Statement, which you should read and retain for future reference, sets forth concisely information about the Proposals that a Contractholder should know before completing the enclosed voting instruction card(s).

AXA Equitable Funds Management Group, LLC (“FMG LLC”), the investment adviser to each Trust, is a wholly-owned subsidiary of AXA Equitable, a wholly-owned subsidiary of AXA Financial, Inc. AXA Financial, Inc. is a wholly-owned subsidiary of AXA Equitable Holdings, Inc. (“AEH”), currently a majority-owned subsidiary of AXA S.A., a public company organized under the laws of France. The principal executive offices of AXA Equitable, AXA Financial, Inc., and AEH are located at 1290 Avenue of the Americas, New York, New York 10104.

These Contractholder Voting Instructions and the accompanying voting instruction card(s), together with the enclosed proxy materials, are being mailed to Contractholders on or about September [5], 2018.

HOW TO INSTRUCT AN INSURANCE COMPANY

To instruct an Insurance Company as to how to vote the shares held in the investment divisions of its Separate Accounts, Contractholders are asked to promptly complete their voting instructions on the enclosed voting instruction card(s), sign and date the voting instruction card(s), and mail the voting instruction card(s) in the accompanying postage-paid envelope. Contractholders also may provide voting instructions by telephone at 1-800-690-6903 or by Internet at our website at www.proxyvote.com.

If a voting instruction card is not marked to indicate voting instructions but is signed and timely returned, it will be treated as an instruction to vote the shares “FOR” the applicable Proposals.

A separate voting instruction card identifying each Proposal applicable to a particular Portfolio will be prepared and mailed to each Contractholder who is entitled to provide voting instructions with respect to that Portfolio. Contractholders who are invested in shares of two or more Portfolios may receive a form of voting instruction card that contains both (i) individual voting instruction cards (or “ballots”), one for each such Portfolio, each of which identifies the Proposals applicable to that Portfolio, and (ii) a so-called “consolidated” voting instruction card that identifies the Proposals applicable to all of the Contractholder’s Portfolios. The individual

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ballots provide a means for a Contractholder who is invested in shares of more than one Portfolio to indicate voting instructions separately on each Proposal applicable to each Portfolio. The consolidated voting instruction card is provided as a convenient means for a Contractholder who is invested in shares of more than one Portfolio to indicate the same voting instructions for multiple Portfolios with respect to the Proposals, as applicable. A Contractholder who receives this form of voting instruction card may choose to vote each Portfolio separately using the individual ballots or vote all Portfolios in the same manner using the consolidated voting instruction card. The form of voting instruction card provides instructions for using the individual ballots versus the consolidated voting instruction card.

The number of shares held in the investment division of a Separate Account corresponding to a Portfolio for which a Contractholder may provide voting instructions was determined as of the Record Date by dividing (i) a Contract’s account value (minus any Contract indebtedness) allocable to that investment division by (ii) the net asset value of one Share of the corresponding Portfolio. Each whole share of a Portfolio is entitled to one vote as to each matter with respect to which it is entitled to vote and each fractional share is entitled to a proportionate fractional vote. At any time prior to an Insurance Company’s voting at the Meeting, a Contractholder may revoke his or her voting instructions with respect to that investment division by providing the Insurance Company with a properly executed written revocation of such voting instructions, properly executing later-dated voting instructions by a voting instruction card, telephone or the Internet, or appearing and providing voting instructions in person at the Meeting.

HOW AN INSURANCE COMPANY WILL VOTE

An Insurance Company will vote the shares for which it receives timely voting instructions from Contractholders in accordance with those instructions. Shares in each investment division of a Separate Account that is invested in one or more Portfolios for which an Insurance Company receives a voting instruction card that is signed and timely returned but is not marked to indicate voting instructions will be treated as an instruction to vote the shares “FOR” each applicable Proposal. Shares in each investment division of a Separate Account that is invested in one or more Portfolios for which an Insurance Company receives both a consolidated voting instruction card and individual ballots that are signed and timely returned and not revoked but are marked to indicate conflicting voting instructions will be treated as an instruction to vote the shares in accordance with the instructions marked on the individual ballots. Shares in each investment division of a Separate Account that is invested in one or more Portfolios for which an Insurance Company receives no timely voting instructions from Contractholders, or that are attributable to amounts retained by an Insurance Company and its affiliates as surplus or seed money, will be voted by the applicable Insurance Company either “FOR” or “AGAINST” approval of each applicable Proposal, or as an abstention, in the same proportion as the shares for which Contractholders have provided voting instructions to the Insurance Company. As a result of such proportional voting by the Insurance Companies, it is possible that a small number of Contractholders could determine the outcome of any Proposal.

OTHER MATTERS

The Insurance Companies are not aware of any matters, other than the specified Proposals, to be acted on at the Meeting. If any other matters come before the Meeting, an Insurance Company will vote the shares upon such matters in its discretion. Voting instruction cards may be solicited by directors, officers and employees of FMG LLC, the investment adviser of the Trusts, or its affiliates as well as officers and agents of the Trusts. The principal solicitation will be by mail, but voting instructions may also be solicited by telephone, fax, personal interview, the Internet or other permissible means.

If the quorum necessary to transact business with respect to a Trust or a Portfolio is not established or if the vote required to approve a Proposal is not obtained at the Meeting, the persons named as proxies may propose one or more adjournments or postponements of the Meeting in accordance with applicable law to permit further solicitation of voting instructions. The persons named as proxies will vote in their discretion on any such adjournment or postponement.

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It is important that your Contract be represented. Please promptly mark your voting instructions on the enclosed voting instruction card(s); then sign and date the voting instruction card(s) and mail the card(s) in the accompanying postage-paid envelope. You also may provide your voting instructions by telephone at 1-800-690-6903 or by Internet at our website at www.proxyvote.com.

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EQ ADVISORS TRUST

AXA PREMIER VIP TRUST

1290 Avenue of the Americas

New York, New York 10104

JOINT PROXY STATEMENT DATED SEPTEMBER [5], 2018 FOR THE

JOINT SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 25, 2018

This Joint Proxy Statement relates to the solicitation by the respective Boards of Trustees (each, a “Board” and together, the “Boards”) of the EQ Advisors Trust (the “EQ Trust”) and the AXA Premier VIP Trust (the “VIP Trust”) (each, a “Trust” and together, the “Trusts”) of proxies to be used at the Joint Special Meeting of Shareholders of each Trust to be held at 1290 Avenue of the Americas, New York, New York 10104, on October 25, 2018, at 2:30 p.m., Eastern time, or any adjournment or postponement thereof (the “Meeting”).

This Joint Proxy Statement is being furnished to owners of variable life insurance policies and/or variable annuity contracts or certificates (the “Contracts”) (the “Contractholders”) issued by AXA Equitable Life Insurance Company (“AXA Equitable”) or another insurance company (each, an “Insurance Company” and together, the “Insurance Companies”) who, as of June 29, 2018 (the “Record Date”), had net premiums or contributions allocated to the investment divisions of an Insurance Company’s separate account or accounts (the “Separate Accounts”) that are invested in shares of one or more portfolios (each, a “Portfolio” and together, the “Portfolios”) of a Trust. Contractholders are being provided the opportunity to instruct the applicable Insurance Company to approve or disapprove the Proposals contained in this Joint Proxy Statement in connection with the solicitation by the respective Boards of proxies for the Meeting.

This Joint Proxy Statement also is being furnished to the Insurance Companies as the record owners of shares and to other shareholders (including retirement plan participants) that were invested in one or more of the Portfolios as of the Record Date.

Distribution of this Joint Proxy Statement and proxy or voting instruction card(s) to the Insurance Companies and other shareholders and to Contractholders is scheduled to begin on or about September [5], 2018.

SUMMARY OF PROPOSALS AND PORTFOLIOS VOTING

The following tables show which of the below Proposals the shareholders of each Portfolio of the EQ Trust (each, an “EQ Portfolio”) and the VIP Trust (each, a “VIP Portfolio”) are being asked to approve. The terms “Fund of Funds Portfolios,” “MONY Portfolios,” and “AB Portfolios” are defined below the tables. The terms “Change of Control Event” and “Sell-Down Plan” are defined and described in the preceding Notice of Joint Special Meeting of Shareholders and in the section titled “Overview” below.

The numbers/letters in the table columns correspond to the numbers/letters of the Proposals described below:

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As used herein, the term “AB Portfolios” refers to 1290 VT Natural Resources Portfolio, 1290 VT Real Estate Portfolio, ATM International Managed Volatility Portfolio, ATM Large Cap Managed Volatility Portfolio, ATM Mid Cap Managed Volatility Portfolio, ATM Small Cap Managed Volatility Portfolio, AXA 400 Managed Volatility Portfolio, AXA 500 Managed Volatility Portfolio, AXA 2000 Managed Volatility Portfolio, AXA International Managed Volatility Portfolio, AXA Large Cap Value Managed Volatility Portfolio, AXA/AB Dynamic Aggressive Growth Portfolio, AXA/AB Dynamic Growth Portfolio, AXA/AB Dynamic Moderate Growth Portfolio, AXA/AB Short Duration Government Bond Portfolio, AXA/AB Small Cap Growth Portfolio, EQ/Common Stock Index Portfolio, EQ/Emerging Markets Equity PLUS Portfolio, EQ/Equity 500 Index Portfolio, EQ/International Equity Index Portfolio, EQ/Large Cap Growth Index Portfolio, EQ/Quality Bond PLUS Portfolio, EQ/Small Company Index Portfolio, Multimanager Aggressive Equity Portfolio and Multimanager Mid Cap Growth Portfolio.

As used herein, the term “Fund of Funds Portfolios” refers to AXA Aggressive Strategy Portfolio, AXA Balanced Strategy Portfolio, AXA Conservative Growth Strategy Portfolio, AXA Conservative Strategy Portfolio, AXA Growth Strategy Portfolio, AXA Moderate Growth Strategy Portfolio, AXA Ultra Conservative Strategy Portfolio and AXA/Franklin Templeton Allocation Managed Volatility Portfolio.

As used herein, the term “MONY Portfolios” refers to 1290 VT Equity Income Portfolio, 1290 VT GAMCO Mergers & Acquisitions Portfolio, 1290 VT GAMCO Small Company Value Portfolio, All Asset Growth-Alt 20 Portfolio, AXA/Loomis Sayles Growth Portfolio, EQ/MFS International Growth Portfolio, EQ/PIMCO Ultra Short Bond Portfolio, EQ/T. Rowe Price Growth Stock Portfolio and EQ/UBS Growth and Income Portfolio.

The Board of each Trust has determined that the use of this Joint Proxy Statement for such Trust’s Meeting is in the best interests of the Trust and its shareholders in light of the similar matters being considered and voted on by the shareholders of each of the Trusts.

Each Trust is a Delaware statutory trust that is registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) as an open-end management investment company. Each Trust’s shares of beneficial interest are referred to as “shares,” and the holders of the shares are referred to as “shareholders.” Each Trust’s Board of Trustees may be referred to herein as the “Board” and its members may be referred to herein as “Trustees.”

FMG LLC is the investment adviser and administrator of each Portfolio. AXA Distributors, LLC, an affiliate of FMG LLC, is the principal underwriter (distributor) of each Portfolio’s shares. The mailing address for each of these companies and for the Trusts’ principal executive officers is 1290 Avenue of the Americas, New York, New York 10104. In addition, the investment advisers listed in Exhibit A serve as investment sub-advisers to certain of the EQ Portfolios.

Contractholders of record as of the close of business on the Record Date are entitled to give voting instructions at the Meeting. Additional information regarding outstanding shares, completing your voting instruction card(s) and attending the Meeting is included at the end of this Joint Proxy Statement in the section titled “Voting Information.”

The cost of the Meeting, including the cost of solicitation of proxies and voting instructions and the expenses associated with reimbursing Insurance Companies or others for their reasonable expenses in forwarding solicitation material to Contractholders, will be borne by FMG LLC and/or its affiliates. These expenses are estimated to be $                    .

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Important Notice Regarding the Availability of Proxy Materials for the

Joint Shareholder Meeting to be Held on October 25, 2018

This Joint Proxy Statement, which you should read and retain for future reference, contains important information regarding the Proposals that you should know before voting or providing voting instructions. Additional information about each Trust has been filed with the SEC and is available upon oral or written request. Distribution of this Joint Proxy Statement and proxy or voting instruction card(s) to the Insurance Companies and other shareholders and to Contractholders is scheduled to begin on or about September [5], 2018. This Joint Proxy Statement and proxy or voting instruction card(s) also will be available at www.proxyvote.com on or about September [5], 2018. It is expected that one or more representatives of each Insurance Company will attend the Meeting in person or by proxy and will vote shares held by the Insurance Company in accordance with voting instructions received from its Contractholders and in accordance with voting procedures established by each Trust.

Each Trust will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a Contractholder upon request. Contractholders may request copies of a Trust’s annual and/or semi-annual reports by writing to the Trust at 1290 Avenue of the Americas, New York, New York 10104 or by calling 1-877-222-2144.

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OVERVIEW

Proposals 1-3. The Boards of each of the EQ Trust and the VIP Trust are submitting for approval by the shareholders of the respective Portfolios of each Trust new investment advisory agreements (each, a “New Advisory Agreement”) between each Trust, on behalf of its respective Portfolios, and FMG LLC, each Portfolio’s current investment adviser (FMG LLC is also referred to herein as the “Adviser”). The Board of the EQ Trust (the “EQ Board”) is also submitting for approval new investment sub-advisory agreements (each, a “New Sub-Advisory Agreement,” and collectively, the “New Sub-Advisory Agreements”) between FMG LLC and each of: AllianceBernstein with respect to the AB Portfolios; AXA IM with respect to the 1290 VT High Yield Bond Portfolio; and AXA Rosenberg with respect to the 1290 VT SmartBeta Equity Portfolio.

These New Advisory and Sub-Advisory Agreements are presented in response to the anticipated sale by FMG LLC’s ultimate parent company, AXA S.A. (“AXA”), of its remaining ownership interest in its U.S. subsidiary, AXA Equitable Holdings, Inc. (“AEH”). AEH is the indirect parent company of AXA Equitable Life Insurance Company (“AXA Equitable”), of which FMG LLC is a wholly-owned subsidiary.

AXA, a public company organized under the laws of France as a societe anonyme and traded on Euronext, Paris, provides insurance and asset management services worldwide. AXA engages in the life insurance and asset management business in the United States principally through its indirect subsidiary, AXA Equitable. AXA Equitable engages in its investment management business through certain subsidiaries, including FMG LLC and AllianceBernstein. AXA formerly owned all of the outstanding shares of common stock of AEH, which is the parent company of AXA Equitable. On May 10, 2017, AXA announced its intention to sell a minority stake of AEH, an entity through which AXA owns its indirect interest in FMG LLC and AllianceBernstein, via an initial public offering (“IPO”) and listing of AEH’s shares of common stock on the New York Stock Exchange. On November 13, 2017, AEH filed a Form S-1 with the SEC, confirming the May 2017 announcement. On May 10, 2018, the shares of common stock of AEH were listed and commenced trading on the New York Stock Exchange (NYSE: EQH), and on May 14, 2018, AXA sold approximately 24.5% of the outstanding shares of AEH at $20.00 per share. Contemporaneously with the IPO, AXA sold $862.5 million aggregate principal amount of its 7.25% mandatorily exchangeable notes (the “MxB Notes”) due May 15, 2021 and exchangeable into up to 43,125,000 shares of common stock (or approximately 7% of the outstanding shares of common stock of AEH). AXA retains ownership (including voting rights) of such shares of common stock until the MxB Notes are exchanged, which may be on a date that is earlier than the maturity date at AXA’s option upon the occurrence of certain events. If, for example, there were no further sales by AEH or AXA of shares of common stock of AEH, upon exchange of the MxB Notes, AXA would continue to own approximately 64% of the shares of common stock of AEH. AXA has publicly announced, however, its plans to divest its remaining ownership interest in AEH over time in one or more transactions, subject to market conditions (the “Sell-Down Plan”). The Sell-Down Plan is also subject to a lock-up period on sales by AXA of its remaining AEH common stock ending 180 days after the date of AEH’s Form S-1 Registration Statement filed May 2, 2018. It is possible that AXA’s divestment of AEH may take place by means of a sale to a single buyer or group of buyers.

Proposals 1-3 in this Joint Proxy Statement address certain matters relating to the Sell-Down Plan. The Portfolios are subject to Section 15 of the Investment Company Act of 1940, as amended (the “1940 Act”). Section 15 provides that any investment advisory agreement, including any sub-advisory agreement, must terminate automatically upon its “assignment.” As used in the 1940 Act, the term “assignment” includes any transfer of a controlling block of outstanding voting securities of an adviser or the parent company of an adviser. Such a transfer is often referred to as a “Change of Control Event.”

Whether or not a particular sale of AEH stock as part of the Sell-Down Plan results in a Change of Control Event depends on the facts and circumstances of the sale, and the law is not clear as to whether an assignment would ever occur in the case of implementation of the Sell-Down Plan. Also, a Change of Control Event may not occur if AXA continues to hold more than 25% of the outstanding voting stock of AEH and no single person or group acting together gains “control” (as defined in the 1940 Act) of AEH.¹

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It is possible that one or more of the transactions contemplated by the Sell-Down Plan may be deemed a Change of Control Event. If any such Change of Control Event were to occur, the advisory agreements for each Portfolio would automatically terminate. The sub-advisory agreement between FMG LLC and AllianceBernstein with respect to the AB Portfolios also would automatically terminate if any Change of Control Event were to occur. In addition, each sub-advisory agreement between (1) FMG LLC and AXA IM with respect to the 1290 VT High Yield Bond Portfolio, and (2) FMG LLC and AXA Rosenberg with respect to the 1290 VT SmartBeta Equity Portfolio, provides that it will automatically terminate in the event the investment advisory agreement between a Portfolio and FMG LLC terminates for any reason. As discussed in Proposals 3.A.-3.C. below, the Adviser may not enter into a sub-advisory agreement with an Affiliated Sub-Adviser (as defined herein) without shareholder approval.

With respect to certain other Portfolios of the EQ Trust that are advised by one or more sub-advisers, the Adviser has entered into sub-advisory agreements with various unaffiliated sub-advisers, which agreements also would automatically terminate as a result of Change of Control Events that may occur in connection with the Sell-Down Plan. However, as discussed in Proposals 3.A.-3.C. below, the new sub-advisory agreements with these unaffiliated sub-advisers do not require shareholder approval, but only EQ Board approval. Accordingly, shareholders are not being asked to approve these agreements.

In order to ensure that the existing advisory and sub-advisory services provided to the Portfolios can continue uninterrupted, shareholders are being asked to approve the New Advisory Agreement between FMG LLC and each Trust for each Portfolio, and to approve the New Sub-Advisory Agreements between FMG LLC and each of: AllianceBernstein with respect to the AB Portfolios; AXA IM with respect to the 1290 VT High Yield Bond Portfolio; and AXA Rosenberg with respect to the 1290 VT SmartBeta Equity Portfolio. As part of the same Proposals, shareholders also are asked to approve, under certain circumstances, any future investment advisory and investment sub-advisory agreements if, as a result of future Change of Control Events that may occur in connection with the Sell-Down Plan, the investment advisory and investment sub-advisory agreements terminate. The Trusts also are taking this opportunity to update and modernize the terms of the investment advisory and investment sub-advisory agreements under which services are provided to each Trust. The new investment advisory and investment sub-advisory agreements initially will take effect on or about November 1, 2018. Any future investment advisory and investment sub-advisory agreements entered into as a result of a Change of Control event that occurs after shareholder approval will take effect upon the closing of that Change of Control Event. Shareholder approval will be deemed to apply to these future advisory and sub-advisory agreements only if: (1) no single person or group acting together gains “control” (as defined in the 1940 Act) of AEH; (2) the relevant Board approves the future advisory and sub-advisory agreements; and (3) the future advisory and sub-advisory agreements would not be materially different from the new agreements that are described in this Joint Proxy Statement. These future agreements would be deemed effective upon the closing of any subsequent transaction that constitutes a Change of Control Event.

If there is a change from the facts described in this Joint Proxy Statement that is material to shareholders of the Portfolios in the context of a vote on an advisory or sub-advisory agreement, any shareholder approval received at the Meeting would no longer be valid to approve future advisory or sub-advisory agreements that would otherwise be approved in the event of subsequent Change of Control Events. This judgment will be made by the Adviser and reviewed by the relevant Board. If the advisory and sub-advisory agreements were to terminate without valid shareholder approval, the relevant Board and the shareholders of each Portfolio may be asked to approve new advisory and sub-advisory agreements to permit the Adviser and its affiliates AllianceBernstein, AXA IM and AXA Rosenberg, as applicable, to continue to provide services to the Portfolios.

Currently, the Adviser and its affiliates do not anticipate that the Sell-Down Plan will have a material impact on the Adviser or any affiliate of the Adviser that provides services to the Portfolios with respect to the following: operations, personnel, organizational structure, capitalization, or financial and other resources. The Adviser’s current leadership and key investment teams are expected to stay in place, and no change in senior management’s strategy for the Adviser is anticipated as a result of the implementation of the Sell-Down Plan. The Sell-Down Plan will not result in any change to the investment objective or the investment strategies of any Portfolio; however, the names of the Portfolios may change in the future to reflect a change in name of AXA Equitable or FMG LLC. The brand or company name under which AEH and its subsidiaries will operate is currently being evaluated, and any changes will be announced at a later date. Shareholders will be notified of any change in the name of a Portfolio.

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Notwithstanding the foregoing, it is possible that the completion of the Sell-Down Plan, whether implemented through public offerings or other means, could create the potential for disruption to the businesses of AEH and its subsidiaries. AEH, today and in the future as a stand-alone entity, is a publicly held U.S. company subject to the reporting requirements of the Securities Exchange Act of 1934 as well as other U.S. government and state regulations applicable to public companies that it was not subject to prior to the IPO. The Sell-Down Plan may be implemented in phases. During the time that AXA retains a controlling interest in AEH, circumstances affecting AXA, including restrictions or requirements imposed on AXA by European and other authorities, may also affect AEH. A failure to implement or complete the Sell-Down Plan could create uncertainty about the nature of the relationship between AEH and AXA, and could adversely affect AEH and its subsidiaries including the Adviser.

Completion of the Sell-Down Plan is subject to certain regulatory approvals and other conditions, including prevailing market conditions during its implementation. If the Sell-Down Plan is implemented fully, AEH will continue to be a publicly traded U.S. company, but will no longer be a subsidiary of French parent company AXA. FMG LLC will remain a wholly-owned subsidiary of AXA Equitable, which will remain a wholly-owned subsidiary of AEH.

Proposal 4. The EQ Board is also submitting for approval a new investment sub-advisory agreement (the “New Sub-Advisory Agreement”) between FMG LLC and AllianceBernstein, an affiliate of the Adviser, with respect to each of the EQ/Large Cap Value Index Portfolio, the EQ/Mid Cap Index Portfolio, and the Multimanager Technology Portfolio. SSgA currently serves as a sub-adviser for all, or a portion, of each such Portfolio’s assets. If a Portfolio’s shareholders approve the New Sub-Advisory Agreement, then AllianceBernstein would replace SSgA as sub-adviser to the Portfolio, and AllianceBernstein, rather than SSgA, would provide the day-to-day implementation of an investment program for all, or a portion, of the Portfolio’s assets, as well as certain related administrative functions, consistent with the Portfolio’s objectives and strategies. Under the New Sub-Advisory Agreement, the Adviser would remain responsible for monitoring the investment program for each Portfolio and overseeing the performance of AllianceBernstein and each Portfolio.

As discussed in Proposal 4 below, because AllianceBernstein is an affiliate of the Adviser, the New Sub-Advisory Agreement, and the compensation to be paid thereunder, must be approved by the shareholders of each Portfolio. If a Portfolio’s shareholders approve the New Sub-Advisory Agreement, then the termination of SSgA, and the appointment of AllianceBernstein, as a sub-adviser to that Portfolio (or an allocated portion thereof) and the New Sub-Advisory Agreement will take effect with respect to that Portfolio on or about November 19, 2018.

Further, it is possible that one or more of the transactions contemplated by the Sell-Down Plan may be deemed a Change of Control Event (see “Proposals 1-3” above in this section “Overview” for a discussion of the Sell-Down Plan and a Change of Control Event). The New Sub-Advisory Agreement for each Portfolio would automatically terminate if any such Change of Control Event were to occur. Therefore, as part of Proposal 4, shareholders also are being asked to approve a new sub-advisory agreement and any future sub-advisory agreements if, as a result of Change of Control Events that may occur in connection with the Sell-Down Plan, the New Sub-Advisory Agreement terminates. Shareholder approval will be deemed to apply to these future sub-advisory agreements only if: (1) no single person or group acting together gains “control” (as defined in the 1940 Act) of AEH; (2) the EQ Board approves the future sub-advisory agreements; and (3) the future sub-advisory agreements would not be materially different from the New Sub-Advisory Agreement that is described in this Joint Proxy Statement. These future sub-advisory agreements would be deemed effective upon the closing of any subsequent transaction that constitutes a Change of Control Event.

If there is a change from the facts described in this Joint Proxy Statement that is material to shareholders of the Portfolios in the context of a vote on a sub-advisory agreement, any shareholder approval received at the Meeting would no longer be valid to approve future sub-advisory agreements that would otherwise be approved in the event of subsequent Change of Control Events. This judgment will be made by the Adviser and reviewed by the EQ Board. If future sub-advisory agreements were to terminate without valid shareholder approval, the EQ Board and the shareholders of each Portfolio may be asked to approve new sub-advisory agreements to permit the Adviser and its affiliate AllianceBernstein to continue to provide services to the Portfolios.

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Proposal 5. In Proposal 5 in this Joint Proxy Statement, the shareholders of each Trust are being asked to elect each of the ten (10) current members of the Board of Trustees of each Trust, as well as two (2) new trustee nominees to serve on the Board of Trustees of each Trust.

PROPOSAL 1.A.: Approval of (i) a new investment advisory agreement between the Adviser and the EQ Trust, on behalf of each EQ Portfolio (except the Fund of Funds Portfolios and the MONY Portfolios), and (ii) upon a Change of Control Event prompted by the Sell-Down Plan, a new investment advisory agreement between the Adviser and the EQ Trust, on behalf of each such EQ Portfolio, and, under certain circumstances, any future advisory agreements prompted by Change of Control Events that may occur as part of the Sell-Down Plan.

PROPOSAL 1.B.: Approval of (i) a new investment advisory agreement between the Adviser and the EQ Trust, on behalf of each Fund of Funds Portfolio, and (ii) upon a Change of Control Event prompted by the Sell-Down Plan, a new investment advisory agreement between the Adviser and the EQ Trust, on behalf of each Fund of Funds Portfolio, and, under certain circumstances, any future advisory agreements prompted by Change of Control Events that may occur as part of the Sell-Down Plan.

PROPOSAL 1.C.: Approval of (i) a new investment advisory agreement between the Adviser and the EQ Trust, on behalf of each MONY Portfolio, and (ii) upon a Change of Control Event prompted by the Sell-Down Plan, a new investment advisory agreement between the Adviser and the EQ Trust, on behalf of each MONY Portfolio, and, under certain circumstances, any future advisory agreements prompted by Change of Control Events that may occur as part of the Sell-Down Plan.

PROPOSAL 2: Approval of (i) a new investment advisory agreement between the Adviser and the VIP Trust, on behalf of each VIP Portfolio, and (ii) upon a Change of Control Event prompted by the Sell-Down Plan, a new investment advisory agreement between the Adviser and the VIP Trust, on behalf of each VIP Portfolio, and, under certain circumstances, any future advisory agreements prompted by Change of Control Events that may occur as part of the Sell-Down Plan.

Background on the Proposals

The purpose of Proposals 1.A., 1.B., 1.C. and Proposal 2 is to approve new investment advisory agreements with the Adviser (each, a “New Advisory Agreement”) to ensure that existing investment advisory services for each Portfolio of the EQ Trust and the VIP Trust can continue uninterrupted through the implementation of the Sell-Down Plan (see the section titled “Overview” above for a description of the Sell-Down Plan). The Trusts also are taking this opportunity to update and modernize the terms of the investment advisory and investment sub-advisory agreements under which services are provided to each Trust. A description of the material terms of the New Advisory Agreements is included below. If shareholders of the Portfolios approve Proposal 1.A., 1.B., 1.C. or Proposal 2, as applicable, the New Advisory Agreements will initially become effective on or about November 1, 2018. As part of the same Proposals, shareholders also are asked to approve, under certain circumstances, any future investment advisory and investment sub-advisory agreements if, as a result of future Change of Control Events, as described below, that may occur in connection with the Sell-Down Plan, the investment advisory and investment sub-advisory agreements terminate. Any such future investment advisory and investment sub-advisory agreements will take effect upon the closing of a Change of Control Event that may occur after shareholder approval. Therefore, if shareholders of the Portfolios approve Proposal 1.A., 1.B., 1.C. or Proposal 2, as applicable, the Adviser will continue to serve as investment adviser to each Portfolio pursuant to the New Advisory Agreements after the implementation of the Sell-Down Plan. The personnel responsible for the management operations of the Portfolios, including the officers of each of the EQ Trust and the VIP Trust, are not expected to change as a result of the Sell-Down Plan.

As discussed above in the section titled “Overview,” pursuant to Section 15 of the 1940 Act, any investment advisory agreement on behalf of a registered investment company must terminate automatically upon its “assignment.” As used in the 1940 Act, the term “assignment” includes any transfer of a controlling interest in an

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investment adviser or the parent company of an investment adviser. Such a transfer is often referred to as a “Change of Control Event.” The Sell-Down Plan may result in one or more Change of Control Events, each of which would result in the automatic termination of the advisory agreement for each Portfolio with the Adviser. Therefore, in addition to the New Advisory Agreements, as part of Proposals 1.A., 1.B., 1.C. and Proposal 2, shareholders are also being asked to approve any future advisory agreements if, as a result of future Change of Control Events that may occur in connection with the Sell-Down Plan, the Portfolios’ advisory agreements terminate. Shareholder approval will be deemed to apply to these future advisory agreements only if: (1) no single person or group acting together gains “control” (as defined in the 1940 Act) of AEH; (2) the relevant Board approves the future advisory agreements; and (3) the future advisory agreements would not be materially different from the New Advisory Agreements that are described in this Joint Proxy Statement. These future advisory agreements would be deemed effective upon the closing of any subsequent transaction that constitutes a Change of Control Event.

Shareholders are being asked to vote on approval of these future advisory agreements as part of the same vote on the New Advisory Agreements because the sales taking place as part of the Sell-Down Plan and subsequent Change of Control Events will be incremental, related steps that are part of the same plan and that are anticipated to lead to the full divestiture of AEH by AXA. Under the circumstances described above, seeking a single shareholder vote for the New Advisory Agreements and future advisory agreements will allow the Portfolios to maintain the uninterrupted services of the Adviser without the need for additional shareholder approval and additional proxy statements, which would describe the same or substantially similar facts as this Joint Proxy Statement.

If there is a change from the facts described in this Joint Proxy Statement that is material to shareholders of the Portfolios in the context of a vote on an advisory agreement, any shareholder approval received at the Meeting would no longer be valid to approve future advisory agreements that would otherwise be approved in the event of subsequent Change of Control Events. This judgment will be made by the Adviser and reviewed by the relevant Board. If the advisory agreements were to terminate without valid shareholder approval, the relevant Board and the shareholders of each Portfolio may be asked to approve new advisory agreements to permit the Adviser to continue to provide services to the Portfolios.

The Adviser anticipates complying with the requirements of Section 15(f) of the 1940 Act with respect to any sale of the shares of AEH under the Sell-Down Plan that causes an assignment of the then-effective investment advisory or sub-advisory agreement for a Portfolio. Section 15(f) generally provides, in pertinent part, that affiliated persons of an adviser may receive any amount or benefit in connection with a sale of securities of, or a sale of any other interest in, such an adviser which results in an assignment of an investment advisory or sub-advisory agreement if, for a period of three years after the time of such a transaction, at least 75% of the members of the board of any investment company which it oversees are not “interested persons” (as defined in the 1940 Act) of the new or old investment adviser; and, if, for a two-year period, there is no “unfair burden” imposed on any such investment company as a result of the transaction. The Board of each Trust currently satisfies the 75% requirement of Section 15(f), and the Adviser has represented to the Boards that it will use its best efforts to ensure its and its affiliates’ compliance with the unfair burden condition for so long as the requirements of Section 15(f) apply.

In anticipation of the Sell-Down Plan, the Board of each Trust met at a series of joint meetings, including meetings of the full Board and meetings of the Independent Trustees (as defined herein) separately, commencing in June 2018 and concluding at the Boards’ August 22, 2018 in-person meeting, for purposes of, among other things, considering whether it would be in the best interests of each Portfolio, and its shareholders, to approve a New Advisory Agreement between the respective Trust and the Adviser on behalf of the Portfolio, to take effect on or about November 1, 2018, and upon the closing of the first Change of Control Event that may occur after shareholder approval. The forms of the New Advisory Agreements for each of the EQ Trust and the VIP Trust, which are substantially identical to each other except for the names of the Portfolios covered by each agreement and their fee schedules, are attached hereto as Exhibits C and D, respectively.

The 1940 Act requires that each New Advisory Agreement be approved by the respective Portfolio’s shareholders in order for it to become effective. At the August 22, 2018 meeting of the Boards, and for the reasons discussed below (see “Matters Considered by the Boards” following Proposals 3.A. through 3.C.), each Board, including the Board members who are not parties to the New Advisory Agreements or who are not “interested

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persons” (as defined in the 1940 Act) of any Portfolio or the Adviser (the “Independent Trustees”), unanimously approved a New Advisory Agreement on behalf of each Portfolio and unanimously recommended approval of each such New Advisory Agreement by shareholders.

In the event shareholders of a Portfolio do not approve the New Advisory Agreement for that Portfolio at the Meeting or any adjournment, postponement or delay thereof prior to the occurrence of a Change of Control Event that may occur as part of the Sell-Down Plan, the existing investment advisory agreement would terminate and the Adviser would not be able to serve as adviser for that Portfolio. In that event, the Board would need to consider appropriate action, which could include, among other things, entering into an interim investment advisory agreement between the Adviser and the respective Trust with respect to that Portfolio with a duration of no more than 150 days, seeking approval of a new investment advisory agreement, or reorganizing the Portfolio with and into another investment company in the fund complex.

Comparison of the Current Advisory Agreements and the New Advisory Agreements

Under the existing investment advisory agreements between the Adviser and each Trust (each, a “Current Advisory Agreement,” and collectively, the “Current Advisory Agreements”), the Adviser serves as the Portfolios’ investment adviser and is responsible for each Portfolio’s overall investment strategy and its implementation. The date of each Current Advisory Agreement and the date on which it was last approved by shareholders are provided in Exhibit B.

The EQ Trust currently has three investment advisory agreements: one agreement for the Fund of Funds Portfolios (the “Fund of Funds Current Advisory Agreement”), one agreement for the MONY Portfolios (the “MONY Current Advisory Agreement”), and one agreement for the remaining portfolios in the EQ Trust (the “Master Current Advisory Agreement”). For purposes of uniformity across the EQ Trust, in Proposals 1.A. through 1.C., shareholders of each Portfolio of the EQ Trust are being asked to approve a single New Advisory Agreement for the EQ Trust on behalf of all of the EQ Portfolios. The VIP Trust currently has one investment advisory agreement (the “VIP Current Advisory Agreement”). In Proposal 2, shareholders of each Portfolio of the VIP Trust are being asked to approve a single New Advisory Agreement for the VIP Trust on behalf of all of the VIP Portfolios.

Under each New Advisory Agreement, each Portfolio will pay the same fees that it pays under its respective Current Advisory Agreement, and there will be no change in the services provided to the Portfolios by the Adviser. The terms of the New Advisory Agreements are materially similar to the terms of the Current Advisory Agreements, except as described below. The New Advisory Agreements also contain certain changes that are intended to update and standardize the terms of the investment advisory agreements across the fund complex. The material terms of the Current and New Advisory Agreements are discussed in more detail below. Additional information that compares the provisions of the Current and New Advisory Agreements is provided in the “Advisory Agreement Comparison Chart” included as Exhibit M.

Fees. No changes to the fee schedules for the Portfolios are proposed in the New Advisory Agreements. Under the New Advisory Agreements, each Portfolio will pay the same fees that it pays under its respective Current Advisory Agreement. At the EQ Board’s July 10-12, 2018 meeting, the Adviser agreed to reduce the advisory fee payable by the EQ/Oppenheimer Global Portfolio, effective October 1, 2018. Under each Current Advisory Agreement and the New Advisory Agreements, a Portfolio pays the Adviser an investment management fee based on the amount of assets within the Portfolio. For certain of the Portfolios, the rate of the investment management fee will decrease as a Portfolio’s assets increase beyond specific thresholds. Each Portfolio’s investment management fee, payable monthly, is calculated based upon the average daily net assets of the Portfolio pursuant to the fee schedule set forth in Exhibits C and D. The effective management fee rate (net of fee waivers and expense reimbursements, where applicable) for each Portfolio as a percentage of average daily net assets and the management fees paid by each Portfolio to the Adviser during the fiscal year ended December 31, 2017, are listed in Exhibit E.

Services. Under the New Advisory Agreements, each Portfolio will continue to receive the same services it receives under its respective Current Advisory Agreement. Both the Current Advisory Agreements and the New Advisory Agreements appoint the Adviser as the investment adviser with responsibility for the management and investment of each Portfolio’s assets, subject to the supervision of the Board and in the manner and under the terms and conditions set forth in the respective agreement. However, the New Advisory Agreements more specifically describe the Adviser’s duties and services with respect to providing a continuous investment program for each Portfolio and with respect to delegation to sub-advisers, as further described below.

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Appointment of Sub-Advisers. No changes to the authority of the Adviser to appoint investment sub-advisers are proposed in the New Advisory Agreements. Both the New Advisory Agreements and the Current Advisory Agreements authorize the Adviser to, among other things, hire one or more investment sub-advisers to provide the day-to-day implementation of an investment program for the Portfolios, subject always to the overall supervision and monitoring of the Adviser and the oversight of the Trust’s Board and provided that any such sub-advisory agreement is in compliance with the 1940 Act.

Each Trust and the Adviser have received exemptive relief from the SEC to permit the Adviser, with the approval of the respective Trust’s Board, to appoint additional unaffiliated sub-advisers or to replace an existing sub-adviser with an unaffiliated sub-adviser, as well as change the terms of a contract with an unaffiliated sub-adviser, without submitting the contract to a vote of the Portfolio’s shareholders (the “Exemptive Order”). The Portfolios will notify shareholders of any change in the identity of a sub-adviser of a Portfolio, the addition of a sub-adviser to a Portfolio, or any material change in the terms of a contract with an unaffiliated sub-adviser. In this event, the name of the Portfolio and its investment strategies may also change. The EQ Portfolios currently rely on the Exemptive Order. The VIP Portfolios currently do not have sub-advisers, but are permitted to rely on the Exemptive Order.

Term and Continuance. The New Advisory Agreements provide for the same terms with respect to the initial term and continuation of the agreement as the Current Advisory Agreements. After an initial two-year term, each New Advisory Agreement would continue in effect from year-to-year so long as such continuance is specifically approved at least annually by: (1) a majority of those Trustees who are neither parties to the New Advisory Agreement nor “interested persons” (as defined in the 1940 Act) of any such party, nor have any interest in the New Advisory Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval and (2) the Board or, with respect to a Portfolio, by an affirmative vote of a “majority” (as defined in the 1940 Act) of the Portfolio’s outstanding shares. Notwithstanding the initial two-year term of each New Advisory Agreement, each Board intends to conduct annual contract reviews in 2019 and 2020 consistent with its current review and approval process.

Termination. The New Advisory Agreements may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of outstanding voting securities of a Portfolio on 60 days’ written notice to the Adviser, or by the Adviser on 60 days’ written notice to the applicable Portfolio. The Current Advisory Agreements provide for the same terms with respect to termination as the New Advisory Agreements.

Certain Differences Between the Current and New Advisory Agreements. The following is a summary of certain provisions in the New Advisory Agreements which differ from the Current Advisory Agreements, and which are proposed as part of an effort to update and standardize the terms of the investment advisory agreements across the fund complex.

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The description of the New Advisory Agreements set forth in this Joint Proxy Statement is qualified in its entirety by reference to the forms of the New Advisory Agreements for each of the EQ Trust and the VIP Trust, which are substantially identical to each other except for the names of the Portfolios covered by each agreement and their fee schedules, and which are attached to this Joint Proxy Statement as Exhibits C and D, respectively.

Information about the Adviser

The Adviser is organized as a Delaware limited liability company and is a wholly-owned subsidiary of AXA Equitable, which is a wholly-owned subsidiary of AXA Financial, Inc. AXA Financial, Inc. is a wholly-owned subsidiary of AEH, which is currently a majority-owned subsidiary of AXA, a public company organized under the laws of France. Following the completion of the Sell-Down Plan, it is anticipated that AXA will no longer have a controlling interest in AEH. The Sell-Down Plan will not affect the Adviser’s status as a wholly-owned subsidiary of AEH. The principal offices of the Adviser are located at 1290 Avenue of the Americas, New York, New York 10104. As of December 31, 2017, the Adviser had approximately $110.5 billion in assets under management.

Set forth below are the names, titles and principal occupations of the principal executive officers and directors of the Adviser, as of the date of this Joint Proxy Statement. The address of each individual is 1290 Avenue of the Americas, New York, New York 10104.

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Messrs. Stephen M. Joenk, William MacGregor, Joseph J. Paolo, Brian E. Walsh, Kenneth Kozlowski, Alwi Chan, James Kelly, Richard Guinnessey, Xavier Poutas and Fernando Pinto and Mses. Patricia Louie, Mary E. Cantwell, Kiesha T. Astwood-Smith, Carla Byer, Michal Levy, Miao Hu, Helen Lai, Jennifer Mastronardi and Helen Espaillat are currently officers (and, in the case of Mr. Joenk, also a Trustee) of the Portfolios and officers or directors of the Adviser. Certain officers of the Portfolios who are not directors of the Adviser own securities of AXA, AEH, and AXA Equitable; the amount of such holdings, in the aggregate, does not exceed 1% of the outstanding shares of any such entity.

Information regarding the advisory fees charged by the Adviser to comparable funds subject to the 1940 Act that it advises is provided in Exhibit J.

Additional Fee Information

Administration Fees

FMG LLC also provides administrative services to each Trust. The administrative services provided to each Trust by FMG LLC include, among others, coordination of the Trust’s audit, financial statements and tax returns; expense management and budgeting; legal administrative services and compliance monitoring; portfolio accounting services, including daily net asset value accounting; operational risk management; and oversight of the Trust’s proxy voting policies and procedures and anti-money laundering program. In addition, FMG LLC makes available the office space, equipment, personnel and facilities required to provide such administrative services to each Trust.

For administrative services, in addition to the investment management fee, each of the 1290 VT Multi-Alternative Strategies Portfolio, 1290 VT DoubleLine Opportunistic Bond Portfolio, 1290 VT Equity Income Portfolio, 1290 VT Natural Resources Portfolio, 1290 VT Real Estate Portfolio, 1290 VT SmartBeta Equity Portfolio, 1290 VT Socially Responsible Portfolio, 1290 VT GAMCO Mergers & Acquisitions Portfolio, 1290 VT GAMCO Small Company Value Portfolio, 1290 VT Energy Portfolio, 1290 VT Low Volatility Global Equity Portfolio, 1290 VT DoubleLine Dynamic Allocation Portfolio, AXA/AB Short Duration Government Bond Portfolio, AXA/ClearBridge Large Cap Growth Portfolio, AXA/Janus Enterprise Portfolio, AXA/Loomis Sayles Growth Portfolio, EQ/BlackRock Basic Value Equity Portfolio, EQ/Capital Guardian Research Portfolio, EQ/Common Stock Index Portfolio, EQ/Core Bond Index Portfolio, EQ/Equity 500 Index Portfolio, EQ/International Equity Index Portfolio, EQ/Intermediate Government Bond Portfolio, EQ/Invesco Comstock Portfolio, EQ/JPMorgan Value Opportunities Portfolio, EQ/Large Cap Growth Index Portfolio, EQ/Large Cap Value Index Portfolio, EQ/MFS International Growth Portfolio, EQ/MidCap Index Portfolio, EQ/Money Market Portfolio, EQ/Oppenheimer Global Portfolio, EQ/PIMCO Global Real Return Portfolio, EQ/PIMCO Ultra Short Bond Portfolio, EQ/Small Company Index Portfolio, EQ/T. Rowe Price Growth Stock Portfolio, and EQ/UBS Growth and Income Portfolio (collectively, the “Single-Advised Portfolios”) pays FMG LLC its proportionate share of an asset-based administration fee, subject to a minimum annual fee of $30,000 per Portfolio. For purposes of calculating the asset-based administration fee, the assets of the Single-Advised Portfolios are aggregated together. The asset-based administration fee is equal to an annual rate of 0.100% of the first $30 billion of the aggregate average daily net assets of these Portfolios; 0.0975% of the next $10 billion; 0.0950% of the next $5 billion; and 0.090% thereafter.

For administrative services, in addition to the investment management fee, each of the 1290 VT Micro Cap Portfolio, 1290 VT Convertible Securities Portfolio, 1290 VT High Yield Bond Portfolio, 1290 VT Small Cap Value Portfolio, AXA Global Equity Managed Volatility Portfolio, AXA International Core Managed Volatility Portfolio, AXA International Value Managed Volatility Portfolio, AXA Large Cap Core Managed Volatility Portfolio, AXA Large Cap Growth Managed Volatility Portfolio, AXA Large Cap Value Managed Volatility Portfolio, AXA Mid Cap Value Managed Volatility Portfolio, AXA/AB Small Cap Growth Portfolio, AXA/Franklin Balanced Managed Volatility Portfolio, AXA/Franklin Small Cap Value Managed Volatility Portfolio, AXA/Morgan Stanley Small Cap Growth Portfolio, AXA/Mutual Large Cap Equity Managed Volatility Portfolio, AXA/Templeton Global Equity Managed Volatility Portfolio, EQ/Emerging Markets Equity PLUS Portfolio,

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EQ/Global Bond PLUS Portfolio, EQ/Quality Bond PLUS Portfolio, Multimanager Aggressive Equity Portfolio, Multimanager Core Bond Portfolio, Multimanager Mid Cap Growth Portfolio, Multimanager Mid Cap Value Portfolio, Multimanager Technology Portfolio, AXA/AB Dynamic Growth Portfolio, AXA/AB Dynamic Moderate Growth Portfolio, AXA/AB Dynamic Aggressive Growth Portfolio, AXA/Goldman Sachs Strategic Allocation Portfolio, AXA/Invesco Strategic Allocation Portfolio, AXA/Legg Mason Strategic Allocation Portfolio, AXA/JPMorgan Strategic Allocation Portfolio, ATM International Managed Volatility Portfolio, ATM Large Cap Managed Volatility Portfolio, ATM Mid Cap Managed Volatility Portfolio, ATM Small Cap Managed Volatility Portfolio, AXA 2000 Managed Volatility Portfolio, AXA 400 Managed Volatility Portfolio, AXA 500 Managed Volatility Portfolio and AXA International Managed Volatility Portfolio (collectively, the “Hybrid and ATM Portfolios”) pays FMG LLC its proportionate share of an asset-based administration fee, subject to a minimum annual fee of $32,500 per Portfolio. For purposes of calculating the asset-based administration fee, the assets of the Hybrid and ATM Portfolios are aggregated together. The asset-based administration fee is equal to an annual rate of 0.150% of the first $25 billion of the aggregate average daily net assets of these Portfolios; 0.110% of the next $10 billion; 0.100% of the next $5 billion; 0.0950% of the next $5 billion; and 0.090% thereafter.

For administrative services, in addition to the investment management fee, each of the AXA Ultra Conservative Strategy Portfolio, AXA Conservative Strategy Portfolio, AXA Conservative Growth Strategy Portfolio, AXA Balanced Strategy Portfolio, AXA Moderate Growth Strategy Portfolio, AXA Growth Strategy Portfolio, AXA Aggressive Strategy Portfolio, All Asset Growth — Alt 20 Portfolio, AXA/Franklin Templeton Allocation Managed Volatility Portfolio and the VIP Portfolios (collectively, the “Allocation Portfolios”) pays FMG LLC its proportionate share of an asset-based administration fee, subject to a minimum annual fee of $32,500 per Portfolio. For purposes of calculating the asset-based administration fee, the assets of the Allocation Portfolios are aggregated together. The asset-based administration fee is equal to an annual rate of 0.150% of the first $35 billion of the aggregate average daily net assets of these Portfolios; 0.110% of the next $10 billion; and 0.090% thereafter.

Effective October 1, 2018, the term “Single-Advised Portfolios” includes the EQ/American Century Mid Cap Value Portfolio, EQ/Fidelity Institutional AM^SM Large Cap Portfolio, EQ/Franklin Rising Dividends Portfolio, EQ/Goldman Sachs Mid Cap Value Portfolio, EQ/Invesco Global Real Estate Portfolio, EQ/Invesco International Growth Portfolio, EQ/Ivy Energy Portfolio, EQ/Ivy Mid Cap Growth Portfolio, EQ/Ivy Science and Technology Portfolio, EQ/Lazard Emerging Markets Equity Portfolio, EQ/MFS International Value Portfolio, EQ/MFS Technology Portfolio, EQ/MFS Utilities Series Portfolio, EQ/T. Rowe Price Health Sciences Portfolio, EQ/Franklin Strategic Income Portfolio, EQ/PIMCO Real Return Portfolio and EQ/PIMCO Total Return Portfolio, and the asset-based administration fee applicable to the Single-Advised Portfolios will be equal to an annual rate of 0.100% of the first $30 billion of the aggregate average daily net assets of these Portfolios; 0.0975% of the next $10 billion; 0.0950% of the next $5 billion; and 0.080% thereafter. Also effective October 1, 2018, for purposes of calculating the asset-based administration fee applicable to the Hybrid and ATM Portfolios and the Allocation Portfolios, the assets of the Hybrid and ATM Portfolios and the assets of the Allocation Portfolios will be aggregated together, and the asset-based administration fee will be equal to an annual rate of 0.140% of the first $60 billion of the aggregate average daily net assets of these Portfolios; 0.110% of the next $20 billion; 0.0875% of the next $20 billion; and 0.080% thereafter.

The administration fees paid by the Portfolios to FMG LLC during the fiscal year ended December 31, 2017, are listed in Exhibit F. FMG LLC will continue to provide administrative services to the Portfolios if any of Proposals 1.A.-1.C., Proposal 2, Proposals 3.A.-3.C., and Proposal 4 is approved by shareholders.

Distribution Fees

AXA Distributors, LLC (“AXA Distributors”), an affiliate of the Adviser, serves as the distributor for the Class A, Class B and Class K Shares of the VIP Trust and the Class IA, Class IB and Class K shares of the EQ Trust. The VIP Trust and the EQ Trust have each adopted a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act for the Class A and Class B shares, and the Class IA and Class IB shares, respectively. Under the Distribution Plan, the Class A and Class B shares of the VIP Trust and the Class IA and Class IB of the EQ Trust are

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charged a distribution and/or service (12b-1) fee to compensate AXA Distributors for promoting, selling and servicing shares of the Portfolios. The distribution and/or service (12b-1) fees may be retained by AXA Distributors or used to pay financial intermediaries for similar services. The maximum annual distribution and/or service (12b-1) fee for the Class A, Class B, Class IA and Class IB shares is 0.25% of the average daily net assets attributable to the respective Class A, Class B, Class IA and Class IB shares. There is no distribution plan with respect to Class K shares, and the Portfolios pay no distribution fees with respect to those shares. The 12b-1 fees paid by the Portfolios to AXA Distributors during the fiscal year ended December 31, 2017, are listed in Exhibit F. AXA Distributors will continue to provide distribution services to the Portfolios if any of Proposals 1.A.-1.C., Proposal 2, Proposals 3.A.-3.C., and Proposal 4 is approved by shareholders.

Brokerage Commissions

To the extent permitted by law and in accordance with procedures established by the Boards, each Portfolio may engage in brokerage transactions with brokers that are affiliates of the Adviser or its affiliates (including Sanford C. Bernstein & Co., LLC) or a sub-adviser, with brokers who are affiliates of such brokers, or with unaffiliated brokers who trade or clear through affiliates of the Adviser or a sub-adviser. For the fiscal year ended December 31, 2017, the EQ Portfolios paid brokerage commissions to affiliated brokers as described in Exhibit F. For the fiscal year ended December 31, 2017, the VIP Portfolios did not pay any brokerage commissions to affiliated brokers.

Required Vote for each of Proposals 1.A. through 1.C. and Proposal 2

The shareholders of a Portfolio will vote on the approval of Proposals 1.A., 1.B., 1.C. and Proposal 2, as applicable, with respect to that Portfolio separately from the shareholders of each other Portfolio. Approval of each of Proposals 1.A., 1.B., 1.C. and Proposal 2 with respect to a Portfolio will require the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Portfolio present at the Meeting, if the holders of more than 50% of its outstanding voting securities are present or represented by proxy, or (ii) more than 50% of its outstanding voting securities. These percentages are required by the 1940 Act. With respect to Proposals 1.A., 1.B., 1.C. and Proposal 2, “voting securities” refers to the shares of a Portfolio.

The Trustees of the EQ Trust recommend that the shareholders of each respective EQ Portfolio vote “FOR” Proposals 1.A., 1.B. and 1.C., as applicable.

The Trustees of the VIP Trust recommend that the shareholders of each respective VIP Portfolio vote “FOR” Proposal 2.

PROPOSAL 3.A.: Approval of (i) a new investment sub-advisory agreement between the Adviser and AllianceBernstein with respect to each AB Portfolio, and (ii) upon a Change of Control Event prompted by the Sell-Down Plan, a new investment sub-advisory agreement between the Adviser and AllianceBernstein with respect to each AB Portfolio, and, under certain circumstances, any future sub-advisory agreements prompted by Change of Control Events that may occur as part of the Sell-Down Plan.

PROPOSAL 3.B.: Approval of (i) a new investment sub-advisory agreement between the Adviser and AXA IM with respect to the 1290 VT High Yield Bond Portfolio, and (ii) upon a Change of Control Event prompted by the Sell-Down Plan, a new investment sub-advisory agreement between the Adviser and AXA IM with respect to the 1290 VT High Yield Bond Portfolio, and, under certain circumstances, any future sub-advisory agreements prompted by Change of Control Events that may occur as part of the Sell-Down Plan.

PROPOSAL 3.C.: Approval of (i) a new investment sub-advisory agreement between the Adviser and AXA Rosenberg with respect to the 1290 VT SmartBeta Equity Portfolio, and (ii) upon a Change of Control Event prompted by the Sell-Down Plan, a new investment sub-advisory agreement between the Adviser and AXA Rosenberg with respect to the 1290 VT SmartBeta Equity Portfolio, and, under certain circumstances, any future sub-advisory agreements prompted by Change of Control Events that may occur as part of the Sell-Down Plan.

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Background on the Proposals

The purpose of Proposals 3.A., 3.B. and 3.C. is to approve new investment sub-advisory agreements between the Adviser and each of: (1) AllianceBernstein with respect to the AB Portfolios; (2) AXA IM with respect to the 1290 VT High Yield Bond Portfolio; and (3) AXA Rosenberg with respect to the 1290 VT SmartBeta Equity Portfolio.

The Adviser has entered into investment sub-advisory agreements with one or more sub-advisers with respect to certain Portfolios of the EQ Trust, pursuant to which the sub-advisers provide the day-to-day implementation of an investment program for all, or a portion, of a Portfolio’s assets, and provide certain related administrative functions, all subject to the supervision and monitoring of the Adviser and the oversight of the EQ Board. Pursuant to the sub-advisory agreements, the Adviser, and not a Portfolio, pays a sub-advisory fee to the sub-adviser. The Adviser and each Trust have obtained an exemptive order (“Exemptive Order”) from the SEC to permit the Adviser, subject to the approval of the Board, to hire, terminate and replace sub-advisers and to amend the sub-advisory agreements between the Adviser and the sub-advisers without obtaining shareholder approval. However, under the Exemptive Order, the Adviser may not enter into a sub-advisory agreement with an “affiliated person” (as that term is defined in the 1940 Act) of the Adviser (an “Affiliated Sub-Adviser”) unless the sub-advisory agreement with the Affiliated Sub-Adviser, including the compensation to be paid thereunder, is also approved by the affected Portfolio’s shareholders.

The Adviser has entered into an investment sub-advisory agreement (each, a “Current Sub-Advisory Agreement” and collectively, the “Current Sub-Advisory Agreements”) with each of: (1) AllianceBernstein with respect to the AB Portfolios; (2) AXA IM with respect to the 1290 VT High Yield Bond Portfolio; and (3) AXA Rosenberg with respect to the 1290 VT SmartBeta Equity Portfolio. Each of AllianceBernstein, AXA IM, and AXA Rosenberg (each, an “Affiliated Sub-Adviser” and together, the “Affiliated Sub-Advisers”) is an affiliate of the Adviser. The date of each Current Sub-Advisory Agreement and the date it was last approved by shareholders are provided in Exhibit G.

Each Current Sub-Advisory Agreement provides that it will terminate if the agreement is assigned or upon the termination of the related Current Advisory Agreement with the Adviser. As discussed above in the section titled “Overview,” a Change of Control event that may occur in connection with the Sell-Down Plan will result in the termination of each Current Sub-Advisory Agreement. As explained above, pursuant to the Exemptive Order, the Adviser may not enter into a sub-advisory agreement with an Affiliated Sub-Adviser without shareholder approval. Accordingly, the shareholders of each of the AB Portfolios, the 1290 VT High Yield Bond Portfolio and the 1290 VT SmartBeta Equity Portfolio (each, a “Sub-Advised Portfolio” and together, the “Sub-Advised Portfolios”) are being asked to approve a new sub-advisory agreement (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”) between the Adviser and the relevant Affiliated Sub-Adviser with respect to the relevant Sub-Advised Portfolio. Approval of the New Sub-Advisory Agreements will ensure that AllianceBernstein, AXA IM and AXA Rosenberg may continue to provide sub-advisory services to the Sub-Advised Portfolios without interruption. The Trusts also are taking this opportunity to update and modernize the terms of the investment sub-advisory agreements under which services are provided to the Sub-Advised Portfolios. If shareholders approve the New Sub-Advisory Agreements, they will initially take effect on or about November 1, 2018. Shareholders also are asked to approve, under certain circumstances, any future investment sub-advisory agreements if, as a result of future Change of Control Events that may occur in connection with the Sell-Down Plan, the investment sub-advisory agreements terminate. Any such future investment sub-advisory agreements will take effect upon the closing of a Change of Control Event that may occur after shareholder approval.

With respect to certain other Portfolios of the EQ Trust that are advised by one or more sub-advisers, the Adviser has entered into sub-advisory agreements with various unaffiliated sub-advisers, which agreements also will terminate as a result of Change of Control Events that may occur in connection with the Sell-Down Plan. However, pursuant to the Exemptive Order, the new sub-advisory agreements with these unaffiliated sub-advisers do not require shareholder approval, but only EQ Board approval. Accordingly the EQ Portfolios and the Adviser anticipate relying on the Exemptive Order to enter into new sub-advisory agreements with the current, unaffiliated sub-advisers to the Portfolios, as necessitated by any Change of Control Event that may occur in connection with the Sell-Down Plan.

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In anticipation of the Sell-Down Plan, the EQ Board met at a series of joint meetings, including meetings of the full EQ Board and meetings of the Independent Trustees separately, commencing in June 2018 and concluding at the EQ Board’s August 22, 2018 in-person meeting, for purposes of, among other things, considering whether it would be in the best interests of each Sub-Advised Portfolio, and its shareholders, to approve a New Sub-Advisory Agreement between the Adviser and the respective Affiliated Sub-Adviser in a substantially similar form as the corresponding Current Sub-Advisory Agreement.

At the August 22, 2018 EQ Board meeting, and for the reasons discussed below (see “Matters Considered by the Boards”), the EQ Board, including a majority of the Independent Trustees, unanimously approved the New Sub-Advisory Agreements with respect to the Sub-Advised Portfolios, as appropriate, and unanimously recommended approval of the New Sub-Advisory Agreements by shareholders. Each New Sub-Advisory Agreement for each Sub-Advised Portfolio, the form of which is included in Exhibit H, is substantially identical, except with respect to the named Affiliated Sub-Adviser, the names of the Sub-Advised Portfolios covered by the particular agreement, and the fee schedules. The material terms of the New Sub-Advisory Agreements are described below in the section titled “Comparison of the Current Sub-Advisory Agreements and the New Sub-Advisory Agreements.” There is no change to the fees between the Current Sub-Advisory Agreements and the New Sub-Advisory Agreements, nor is there a change to the relationship between the Adviser and the Affiliated Sub-Advisers. The terms of the New Sub-Advisory Agreements are materially similar to the terms of the Current Sub-Advisory Agreements, except as described below in the section titled “Comparison of the Current Sub-Advisory Agreements and the New Sub-Advisory Agreements.”

As part of Proposals 3.A., 3.B. and 3.C., shareholders are also being asked to approve any future sub-advisory agreements if, as a result of future Change of Control Events that may occur in connection with the Sell-Down Plan, the sub-advisory agreements terminate. Shareholder approval will be deemed to apply to these future sub-advisory agreements only if: (1) no single person or group acting together gains “control” (as defined in the 1940 Act) of AEH; (2) the EQ Board approves the future sub-advisory agreements; and (3) the future sub-advisory agreements would not be materially different from the New Sub-Advisory Agreements that are described in this Joint Proxy Statement. These future sub-advisory agreements would be deemed effective upon the closing of any subsequent transaction that constitutes a Change of Control Event.

Shareholders are being asked to vote on approval of these future sub-advisory agreements as part of the same vote on the New Sub-Advisory Agreements because the sales taking place as part of the Sell-Down Plan and subsequent Change of Control Events will be incremental, related steps that are part of the same plan and that are anticipated to lead to the full divestiture of AEH by AXA. Under the circumstances described above, seeking a single shareholder vote for the New Sub-Advisory Agreements and future sub-advisory agreements will allow the Sub-Advised Portfolios to maintain the uninterrupted services of the Affiliated Sub-Advisers without the need for additional shareholder approval and additional proxy statements, which would describe the same or substantially similar facts as this Joint Proxy Statement.

If there is a change from the facts described in this Joint Proxy Statement that is material to shareholders of a Sub-Advised Portfolio in the context of a vote on a sub-advisory agreement, any shareholder approval received at the Meeting would no longer be valid to approve future sub-advisory agreements that would otherwise be approved in the event of subsequent Change of Control Events. This judgment will be made by the Adviser and reviewed by the EQ Board. If the sub-advisory agreements were to terminate without valid shareholder approval, the EQ Board and the shareholders of each Sub-Advised Portfolio may be asked to approve new sub-advisory agreements to permit the Affiliated Sub-Advisers to continue to provide services to the Sub-Advised Portfolios.

Because each New Sub-Advisory Agreement, like each corresponding Current Sub-Advisory Agreement, is between the Adviser and an Affiliated Sub-Adviser, a Sub-Advised Portfolio’s New Sub-Advisory Agreement will not take effect until the corresponding New Advisory Agreement for such Sub-Advised Portfolio has been approved by shareholders. Likewise, any future sub-advisory agreement for a Sub-Advised Portfolio would not take effect unless the corresponding future advisory agreement for that Portfolio has also been approved by shareholders.

In the event shareholders of a Sub-Advised Portfolio do not approve a New Sub-Advisory Agreement at the Meeting or any adjournment, postponement or delay thereof prior to the occurrence of a Change of Control Event that may occur as part of the Sell-Down Plan, the existing investment sub-advisory agreement with respect to that

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Sub-Advised Portfolio would terminate and the Adviser would not be able to enter into an investment sub-advisory agreement with the Affiliated Sub-Adviser for that Sub-Advised Portfolio to provide for continuity of service. In that event, the EQ Board would need to consider appropriate action, which could include, among other things, entering into an interim investment sub-advisory agreement between the Adviser and the relevant Affiliated Sub-Adviser with respect to that Sub-Advised Portfolio with a duration of no more than 150 days, seeking approval of a new investment sub-advisory agreement, appointing an unaffiliated investment sub-adviser for the Sub-Advised Portfolio, or reorganizing the Sub-Advised Portfolio with and into another investment company in the fund complex.

Comparison of the Current Sub-Advisory Agreements and the New Sub-Advisory Agreements

The Current Sub-Advisory Agreements and the New Sub-Advisory Agreements are materially similar, except as further described below, and there is no change proposed to the services to be provided to the Sub-Advised Portfolios and the fees to be paid by the Adviser under the New Sub-Advisory Agreements. As further described below, the New Sub-Advisory Agreements contain certain updated provisions that differ from the Current Sub-Advisory Agreements and that are part of an effort to update and standardize the terms of the investment sub-advisory agreements across the fund complex. Additional information that compares the provisions of the Current and New Sub-Advisory Agreements is provided in the “Sub-Advisory Agreement Comparison Chart” included as Exhibit N.

Fees; Services to Be Provided. No changes to the fee schedules are proposed in the New Sub-Advisory Agreements. Under both the Current Sub-Advisory Agreements and the New Sub-Advisory Agreements, the Adviser, and not a Sub-Advised Portfolio, pays the sub-adviser a sub-advisory fee out of the advisory fee it receives from each Sub-Advised Portfolio. As such, the overall advisory fee paid to the Adviser by each Sub-Advised Portfolio will not change as a result of the New Sub-Advisory Agreements.

Under the New Sub-Advisory Agreements, each Sub-Advised Portfolio will continue to receive the same services it receives under its Current Sub-Advisory Agreement. Under both the Current Sub-Advisory Agreements and the New Sub-Advisory Agreements, the Adviser employs a sub-adviser to implement the investment program of each Sub-Advised Portfolio, or a portion thereof, consistent with its objectives and strategies, subject to the supervision and monitoring of the Adviser and the oversight of the EQ Board. Both the Current Sub-Advisory Agreements and the New Sub-Advisory Agreements provide that the respective sub-adviser is responsible for making day-to-day investment decisions on behalf of each Sub-Advised Portfolio, placing orders for the purchase and sale of investments for the Sub-Advised Portfolio with brokers or dealers selected by the sub-adviser or Adviser, and performing certain limited administrative functions.

Limitation of Liability. Both the Current and New Sub-Advisory Agreements provide that the sub-adviser shall be liable for losses arising out of or based on (a) any willful misconduct, bad faith, reckless disregard or gross negligence of the sub-adviser in the performance of any if its duties or obligations under the agreement or (b) any untrue statement of a material fact contained in the Prospectus and Statement of Additional Information (SAI) of a Sub-Advised Portfolio, or other materials pertaining to a Sub-Advised Portfolio, or the omission to state therein a material fact known to the sub-adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished by the sub-adviser.

Term and Continuance. The initial term of the Current Sub-Advisory Agreements is two years from the effective date, and the initial term of the New Sub-Advisory Agreements also would be two years from the effective date. The Current Sub-Advisory Agreements and New Sub-Advisory Agreements provide for the continuance of the agreement for successive one-year terms as to a Sub-Advised Portfolio, provided that such continuance is approved at least annually by the EQ Board, including a majority of the Independent Trustees. Notwithstanding the initial two-year term of each New Sub-Advisory Agreement, the EQ Board intends to conduct annual contract reviews in 2019 and 2020 consistent with its current review and approval process.

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Termination. The Current Sub-Advisory Agreements and the New Sub-Advisory Agreements each may be terminated with respect to a Sub-Advised Portfolio, at any time, without the payment of any penalty, by the EQ Board, including a majority of the Independent Trustees, or by vote of a majority (as defined in the 1940 Act) of the outstanding shares of the Sub-Advised Portfolio, upon sixty (60) days’ written notice to the Adviser and the sub-adviser. The Adviser or the relevant sub-adviser also may terminate the agreement at any time, without the payment of any penalty, on sixty (60) days’ written notice to the other party and the EQ Trust. Each of the Current Sub-Advisory Agreements and the New Sub-Advisory Agreements will terminate automatically in the event of its assignment (as defined in the 1940 Act), or in the event the related investment advisory agreement between the Adviser and the EQ Trust on behalf of a Sub-Advised Portfolio terminates for any reason. The Current Sub-Advisory Agreements and the New Sub-Advisory Agreements will also terminate upon written notice by a party to the other party that the other party is in material breach of the agreement, unless such material breach is cured to the reasonable satisfaction of the party alleging the breach within thirty (30) days after written notice.

Certain Differences Between the Current Sub-Advisory Agreements and New Sub-Advisory Agreements. The following is a summary of certain provisions in the New Sub-Advisory Agreements which differ from the Current Sub-Advisory Agreements, and which are proposed as part of an effort to update and standardize the terms of the investment sub-advisory agreements across the fund complex.

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The New Sub-Advisory Agreements also provide that the Adviser shall indemnify and hold harmless the sub-adviser and its affiliates against losses to which any of the sub-adviser or its affiliates may become subject arising out of or based on (a) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations under the agreement or (b) any untrue statement of a material fact contained in the Prospectus and Statement of Additional Information (SAI) of a Sub-Advised Portfolio, or other materials pertaining to a Sub-Advised Portfolio, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser by the sub-adviser.

The Current Sub-Advisory Agreements contain materially similar provisions, except that with respect to the AB Portfolios, the Current Sub-Advisory Agreement includes a provision for the sub-adviser to indemnify the Adviser, but is silent with respect to the Adviser’s obligations to indemnify the sub-adviser.

The description of the New Sub-Advisory Agreements set forth in this Joint Proxy Statement is qualified in its entirety by reference to the form of the New Sub-Advisory Agreements, which is substantially identical with

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respect to each Sub-Advised Portfolio, except with respect to the named Affiliated Sub-Adviser, the names of the Portfolios covered by the particular agreement, and the fee schedules, and which is attached to this Joint Proxy Statement as Exhibit H.

Information about the Sub-Advisers

AllianceBernstein

AllianceBernstein is organized as a Delaware limited partnership and is indirectly majority owned by, and therefore controlled by and affiliated with, AEH. AEH is currently a majority-owned subsidiary of AXA, a public company organized under the laws of France, and is an indirect parent of AllianceBernstein Corporation (“ABC”), the general partner of AllianceBernstein. Following the completion of the Sell-Down Plan, it is anticipated that AXA will no longer have a controlling interest in AEH. The Sell-Down Plan will not affect AllianceBernstein’s status as an indirect, majority-owned subsidiary of AEH. AllianceBernstein provides investment management services for many of the largest U.S. public and private employee benefit plans, endowments, foundations, public employee retirement funds, banks, insurance companies and high net worth individuals worldwide. AllianceBernstein is also one of the largest mutual fund sponsors, with a diverse family of globally distributed mutual fund portfolios. The principal office of AllianceBernstein is located at 1345 Avenue of the Americas, New York, New York, 10105. As of December 31, 2017, AllianceBernstein had approximately $554 billion in assets under management.

Set forth below are the names, titles and principal occupations of the principal executive officer and each director or general partner of AllianceBernstein. The address of each individual is 1345 Avenue of the Americas, New York, New York, 10105.

None of the officers or directors of the Portfolios are officers, employees, directors, general partners or shareholders of AllianceBernstein. None of the officers or directors of the Portfolios own securities or have any other material investment in AllianceBernstein. Certain officers of the Portfolios who are not directors or general partners of AllianceBernstein own securities of AXA, AEH, and AXA Equitable; the amount of such holdings, in the aggregate, does not exceed 1% of the outstanding shares of any such entity.

Information regarding the sub-advisory fee(s) charged by AllianceBernstein for comparable fund(s) subject to the 1940 Act that it advises is provided in Exhibit J.

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AXA IM

AXA IM is a wholly-owned subsidiary of AXA Investment Managers S.A., a global investment management company headquartered in Paris, France. The principal office of AXA IM is located at One Fawcett Place, Greenwich, Connecticut, 06830. As of December 31, 2017, AXA IM had approximately $70.1 billion in assets under management.

Set forth below are the names, titles and principal occupations of the principal executive officers and directors of AXA IM. The address of each individual is One Fawcett Place, Greenwich, Connecticut, 06830.

None of the officers or directors of the Portfolios are officers, employees, directors or shareholders of AXA IM. None of the officers or directors of the Portfolios own securities or have any other material investment in AXA IM. Certain officers of the Portfolios who are not directors of AXA IM own securities of AXA, AEH, and AXA Equitable; the amount of such holdings, in the aggregate, does not exceed 1% of the outstanding shares of any such entity.

Information regarding the sub-advisory fee(s) charged by AXA IM for comparable fund(s) subject to the 1940 Act that it advises is provided in Exhibit J.

AXA Rosenberg

AXA Rosenberg is a wholly-owned subsidiary of AXA Rosenberg Group LLC (“AXA Rosenberg Group”). AXA Rosenberg Group is an indirect, wholly-owned subsidiary of AXA Investment Managers S.A. The principal office of AXA Rosenberg is located at 4 Orinda Way, Orinda, California, 94563. As of December 31, 2017, AXA Rosenberg had approximately $22.5 billion in assets under management.

Set forth below are the names, titles and principal occupations of the principal executive officers and directors of AXA Rosenberg. The address of each individual is 4 Orinda Way, Orinda, California, 94563.

None of the officers or directors of the Portfolios are officers, employees, directors or shareholders of AXA Rosenberg. None of the officers or directors of the Portfolios own securities or have any other material investment in AXA Rosenberg. Certain officers of the Portfolios who are not directors of AXA Rosenberg own securities of AXA, AEH, and AXA Equitable; the amount of such holdings, in the aggregate, does not exceed 1% of the outstanding shares of any such entity.

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Information regarding the sub-advisory fee(s) charged by AXA Rosenberg for comparable fund(s) subject to the 1940 Act that it advises is provided in Exhibit J.

Required Vote for each of Proposals 3.A. through 3.C.

The shareholders of a Sub-Advised Portfolio will vote on the approval of Proposals 3.A., 3.B., and 3.C., as applicable, with respect to that Sub-Advised Portfolio separately from the shareholders of each other Sub-Advised Portfolio. Approval of each of Proposals 3.A., 3.B., and 3.C. with respect to a Sub-Advised Portfolio will require the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Sub-Advised Portfolio present at the Meeting, if the holders of more than 50% of its outstanding voting securities are present or represented by proxy, or (ii) more than 50% of its outstanding voting securities. These percentages are required by the 1940 Act. With respect to Proposals 3.A., 3.B., and 3.C., “voting securities” refers to the shares of a Sub-Advised Portfolio.

The Trustees of the EQ Trust recommend that the shareholders of each respective Sub-Advised Portfolio vote “FOR” Proposals 3.A., 3.B., and 3.C., as applicable.

MATTERS CONSIDERED BY THE BOARDS

Consideration and Approval of New Advisory and Sub-Advisory Agreements Proposed in Proposals 1-3

As described above, the Sell-Down Plan contemplates one or more transactions that are expected to be treated as a direct or indirect “Change of Control Event” for FMG LLC and AllianceBernstein, which in turn would result in the automatic termination of each of the current advisory agreements and, as applicable, current sub-advisory agreements for the Portfolios, including those sub-advisory agreements with AllianceBernstein, AXA IM and AXA Rosenberg, as well as the sub-advisory agreements with third party, unaffiliated sub-advisers (collectively, the “Sub-Advisers”) (collectively, the “Current Agreements”). The decisions by the Board of each of the EQ Trust and the VIP Trust (the “Board,” for purposes of this section), including a majority of including those Trustees who are not parties to any Current Agreement or New Agreement (as defined below) or “interested persons” (as that term is defined in the Investment Company Act of 1940, as amended) of such parties or either Trust (the “Independent Trustees”), to approve the proposed new advisory agreements and the proposed new sub-advisory agreements (collectively, the “New Agreements”), and to recommend approval of the New Agreements by shareholders of the Portfolios, were based on the Board’s determination, acting in the exercise of its business judgment, that it would be in the best interests of the shareholders of each Portfolio for FMG LLC and the Sub-Advisers, as applicable, to continue providing investment advisory, sub-advisory, and related services for the Portfolios, without interruption, as consummation of the Sell-Down Plan proceeds.

The Board was aware that the implementation of the Sell-Down Plan may not result immediately in a Change of Control Event but also recognized that the Sell-Down Plan contemplates a series of transactions that may be deemed to constitute one or more Change of Control Events in the future. The Board concluded that approval by shareholders at this time of both the New Agreements and future agreements that may become effective upon certain Change of Control Events in the future will permit the Portfolios to benefit from the continuation of services by FMG LLC and its affiliates throughout the implementation of the Sell-Down Plan without the need for multiple shareholder meetings. Further, the Board concluded that it would be beneficial to the Portfolios to enter into the New Agreements after shareholder approval is obtained, regardless of whether a Change of Control Event were to occur, because the New Agreements would permit the Portfolios to operate under advisory and sub-advisory agreements that contain updated and standardized terms that are no less favorable than the terms of the Portfolios’ current agreements, thus promoting greater uniformity and efficiency across the fund complex. The Board considered the advice provided by legal counsel to the Portfolios and FMG LLC, with respect to the New Agreements, including advice relating to the process and timing of seeking shareholder approval of the New Agreements, and whether shareholder approvals would be required in connection with any future aspects of the Sell-Down Plan. The Board was informed by FMG LLC and its counsel that the staff of the

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U.S. Securities and Exchange Commission had previously provided regulatory assurances to another fund complex that it would not object to seeking shareholder approval of both new advisory agreements and future agreements at a single meeting, in similar circumstances. The Board further considered that FMG LLC and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Agreements.

Prior to its approval of the New Agreements, the Board reviewed, among other matters, the nature, quality and extent of the services currently being provided by FMG LLC and the Sub-Advisers under the Current Agreements and to be provided under the New Agreements. A substantial portion of this review was conducted as part of, and in conjunction with, the Board’s annual reviews of the Current Agreements, which were most recently approved for continuation at an in-person meeting of the Board held on July 10-12, 2018. During the review process that led to its approval of the Current Agreements, the Board was aware that it likely would be asked in the very near future to consider approval of the New Agreements. The Board noted that Section 15(c) of the 1940 Act permits new advisory (including sub-advisory) contracts to have an initial term of two years from the date of execution. Therefore certain of the Portfolios’ Current Agreements were not subject to the approval for continuation by the Board on July 10-12, 2018. In determining to approve these Portfolios’ New Agreements, the Board considered at its meeting on August 22, 2018 the same factors it reviewed and conclusions it reached, as applicable, in its initial review of the advisory and sub-advisory agreements for these Portfolios, and focused its review on the potential impact of the Sell-Down Plan on these Portfolios’ New Agreements and on these prior factors and conclusions. In this regard, the Board recognized that these Portfolios’ New Agreements are materially similar to their Current Agreements, including with respect to the fees payable and services provided thereunder.

On July 10-12, 2018, the Board concluded, in light of all the factors it considered, that the approval of the Current Agreements was in the best interests of each Portfolio and its shareholders and that the fee rates set forth in the Current Agreements were fair and reasonable. In reaching its decision to renew the Current Agreement(s) with respect to each Portfolio, the Board considered the overall fairness of the Current Agreement and whether the Current Agreement was in the best interests of the Portfolio and its investors. In connection with its deliberations, the Board took into account information (both written and oral) provided to the Board, including its various committees, throughout the year, as well as information provided specifically in connection with the annual renewal process. The Trustees also recognized that the fee arrangements for the Portfolios are in many cases the result of review and discussion in prior years between the Trustees and the Adviser and that their conclusions may be based, in part, on their consideration of these same arrangements in prior years. The Board further considered all factors it deemed relevant with respect to each Portfolio, including: (1) the nature, quality and extent of the overall services to be provided to the Portfolio by the Adviser, the relevant Sub-Adviser(s) and, where applicable, their respective affiliates, including the investment performance of the Portfolio (and, where applicable, each allocated portion of the Portfolio advised by a different Sub-Adviser); (2) the level of the Portfolio’s management fee and, where applicable, sub-advisory fee(s), and the Portfolio’s expense ratios relative to those of peer funds; (3) the costs of the services to be provided by, and the profits to be realized by, the Adviser and its affiliates from their relationships with the Portfolio; (4) the anticipated effect of growth and size on the Portfolio’s performance and expenses, including any potential economies of scale and, if so, whether any such economies of scale are equitably shared with investors; and (5) “fall-out” benefits that may accrue to the Adviser, the relevant Sub-Adviser(s) and their respective affiliates (i.e., indirect benefits that they would not receive but for the existence of the Portfolios).

In considering each Current Agreement, the Board did not identify any single factor or information as all-important or controlling, and each Trustee may have attributed different weight to each factor. A description of the process followed by the Board in its approval of the continuation of the Current Agreements on July 10-12, 2018, including the information reviewed, certain material factors considered, and certain related conclusions reached, will be provided in the Portfolios’ annual report to shareholders for the period ended December 31, 2018.

In connection with its approval of the New Agreements on August 22, 2018, the Board considered its conclusions in connection with its July 10-12, 2018 approvals of those Current Agreements that were in effect on that date, including the Board’s general satisfaction with the nature and quality of services being provided. The Board considered actions to be taken by FMG LLC in connection with the July 10-12, 2018 approvals of the Current Agreements with respect to certain Portfolios in response to discussions with the Board in connection

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with those approvals. Also in connection with its August 22, 2018 approvals of the New Agreements, the Board considered a representation made to it on that date by FMG LLC that there were no additional developments not already disclosed to the Board since July 10-12, 2018 that would be a material consideration to the Board in connection with its consideration of the New Agreements.

In addition to the information it considered in approving the Current Agreements, in considering the New Agreements, the Board focused its review on, and requested and evaluated other information relating to, the potential impact of implementing the Sell-Down Plan on the operations, personnel, organizational structure, capitalization, and financial and other resources of FMG LLC and its affiliates that render sub-advisory, administrative, distribution, compliance, and other services to the Portfolios. When making its decisions on August 22, 2018, the Board took into account that FMG LLC had discussed with the Board the potential impacts of the IPO and the Sell-Down Plan on the Portfolios and on FMG LLC and its affiliates providing services to the Trusts at prior Board meetings, and that the Independent Trustees, in consultation with their independent legal counsel, had requested additional information and regular updates from FMG LLC specifically relating to the Sell-Down Plan. The Independent Trustees solicited and received ongoing advice regarding the Board’s legal duties from their legal counsel, and with assistance from their counsel, prepared written inquiries to FMG LLC regarding the Sell-Down Plan, including details regarding AEH’s anticipated business plan for continuing operations after the implementation of the Sell-Down Plan and the occurrence of potential Change of Control Events. The Board received and evaluated responses from FMG LLC and its affiliates pursuant to inquiries made on the Board’s behalf. These evaluations were conducted through meetings of the Independent Trustees (which, at times, included one Board member who is not an Independent Trustee).

At its July 10-12 and August 22, 2018 meetings, the Board engaged in a review and analysis of additional information regarding the proposed Sell-Down and related matters. This analysis focused on, among other matters, the expectations for continuity and stability of AEH and its subsidiaries throughout implementation of the Sell-Down Plan and thereafter. In this connection, the Board considered that the Sell-Down Plan is being implemented as a result of a business plan of AXA, a publicly held French holding company, that the Board generally has been satisfied with the nature and quality of the services provided to the Portfolios, including investment advisory, administrative, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability of the services currently being provided. The Board carefully considered FMG LLC’s anticipated future plans related to capitalization, operational matters, and the retention of current levels of staffing and related compensation structures, as well as the importance of the investment management operations within the AEH business structure going forward.

The Board also considered the anticipated divestiture by AXA of its U.S. subsidiary, AEH, under the Sell-Down Plan, as well as potential advantages of this divestiture to Portfolio investors (such as the continuity in U.S. asset management activities, continuity of key personnel, opportunities to grow the independent investment management operations and the importance of asset management operations to the future overall success of AEH), as well as potential disadvantages of this divestiture to Portfolio investors, such as the potential eventual loss of affiliation with the AXA name brand. The Board considered AEH’s anticipated ability to continue to use the “AXA” brand name for its asset management operations for a period of time following the consummation of Sell-Down Plan, as well as the status of its planning to transition such operations to a new name. The Board further considered, among other matters: (1) the anticipated arrangements between AXA and AEH over the course of the Sell-Down Plan; (2) the anticipated use of potential proceeds of the capital that would be raised through the Form S-1 offering (including that portion of potential proceeds that may be retained by AXA and that portion that may be dedicated to the capitalization and operations of AEH, including its asset management operations); and (3) other information provided by FMG LLC and its affiliates.

At its July 10-12 and August 22, 2018 meetings, the Board considered that, if shareholders approve the New Agreements, the Board currently expects to continue to conduct an annual contracts review process consistent with the process it would have conducted had the Current Agreements continued in effect and not been replaced by the New Agreements, notwithstanding the two-year initial term set forth in the New Agreements. For example, if the New Agreements are approved by shareholders in 2018, the New Agreements normally would not need to be considered for renewal until 2020. However, the Board currently intends to conduct annual reviews of such

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contracts during 2019 and 2020, and the Adviser has consented to this process. Thus, the Board noted that it would be able to, and intends to, monitor on a regular basis the ability of FMG LLC and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios.

Although the Board gave attention to all information provided, the following further discusses some of the factors that the Board deemed relevant to its decision to approve the New Agreements.

Nature, Quality and Extent of Services

In determining whether to approve the New Agreements for the Portfolios, the Independent Trustees evaluated the nature, quality and extent of the overall services to be provided to each Portfolio and its investors by the Adviser, the relevant Sub-Adviser(s) and, where applicable, their respective affiliates. The Board considered the expected impact, if any, of the Sell-Down Plan on the operations, facilities, organization and personnel of the Adviser and the relevant Sub-Advisers; the ability of the Adviser and each Sub-Adviser to perform its duties after the Sell-Down Plan, including any changes to the level or quality of services provided to the respective Portfolios; the potential implications of any additional regulatory requirements imposed on the Adviser or the relevant Sub-Advisers or Portfolios following the Sell-Down Plan; and any anticipated changes to the investment and other practices of the Portfolios. In this regard, the Independent Trustees requested and received assurances that FMG LLC and its affiliates: (1) are committed to maintaining appropriate levels of overall staffing, ongoing resources, and service quality; and (2) throughout the time period during which the Sell-Down Plan is implemented, will keep the Board apprised regarding material developments with respect to these matters. The Board considered that such services include, but are not limited to, portfolio management services, administrative services, and regulatory compliance services. The Board considered representations by FMG LLC and its affiliates that their separation from AXA as contemplated by the Sell-Down Plan will not lead to a reduction in the quality or scope of these and other services provided by those firms to the Portfolios. The Board also considered that the importance of the asset management operations to the overall success of AEH, as described by the Form S-1 filed by AEH, could provide a strong incentive to AEH to provide appropriate resource allocations to support those asset management operations. The Board also considered representations by FMG LLC and its affiliates, including senior investment management personnel indicating that: (1) FMG LLC, AXA IM, and AXA Rosenberg can be expected to provide services of the same nature, extent, and quality under the New Agreements as are provided thereby under the Current Agreements; and (2) the Sell-Down Plan is not expected to result in any changes to: (i) the management of the Portfolios, including the continuity of the Portfolios’ portfolio managers and other personnel responsible for the management operations of the Portfolios; or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

The Board noted that there are no changes in the fees payable and services provided between the Current and New Agreements. The Board considered representations by FMG LLC and its affiliates, as well as related supporting documentation, indicating that the New Agreements, including the fees payable thereunder, are substantially similar to and, in any event, are no less favorable to the Portfolios than, the terms of the corresponding Current Agreements. The Board considered that, to the extent that the New Agreements do have changes, those changes are designed to benefit shareholders and/or to provide management, subject to Board supervision, with greater flexibility to manage the Portfolios in a manner consistent with stated investment objectives. The Board noted no changes were proposed to the allocation of responsibilities between the Adviser and any Sub-Adviser, and that the Portfolios’ Sub-Advisers will continue to be responsible for day-to-day implementation of an investment program, making investment decisions and placing orders for the purchase and sale of securities, on behalf of the applicable Portfolios, subject to oversight of the Board and the Adviser.

With respect to the performance of the Portfolios, the Board considered peer group and benchmark investment performance comparison data relating to each Portfolio in connection with its July 10-12, 2018 approvals of the Current Agreements. The Board considered that the portfolio investment personnel responsible for the management of the respective Portfolios were expected to continue to manage the Portfolios following the completion of the Sell-Down Plan, and the investment strategies of the Portfolios were not expected to change as a

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result of the Sell-Down Plan. The key personnel who have responsibility for the Portfolios in each area, including portfolio management, investment oversight, fund management, fund operations, product management, legal/compliance and board support functions, are expected to be the same following the Sell-Down Plan. Notwithstanding the foregoing, the Board recognized that personnel changes may occur in the future as a result of normal business developments or personal career decisions.

Based on their review, the Independent Trustees found that the nature, extent and quality of services to be provided to the Portfolios under each respective New Agreement were satisfactory and supported approval of the New Agreements.

Expenses