| | |
| | DARIN SMITH |
| | Lead Director and |
| | Associate General Counsel |
| | (319) 573-2676 |
| | darin.smith@axa.us.com |
| |
[ AXA EQUITABLE - LOGO ] | | |
| |
| | LAW DEPARTMENT |
February 15, 2017
| | |
| VIA EDGAR | | |
Securities and Exchange Commission 100 F Street, N.E. |
| Washington, D.C. 20549 |
Re: AXA Equitable Life Insurance Company
Form S-3 Registration Statement
CIK 0000727920
Commissioners:
On behalf of AXA Equitable Life Insurance Company (“AXA Equitable”), we are filing herewith, electronically via EDGAR, AXA Equitable’s Form S-3 Registration Statement (“Registration Statement”) under the Securities Act of 1933, as amended (“1933 Act”), with respect to interests in the Structured Investment Option® (“SIO”) under the Structured Capital Strategies® Plus contracts to be offered by AXA Equitable.
Please note that the prospectus contained in the S-3 Registration Statement is also being filed today in a separate registration statement on Form N-4 (the “N-4 Registration Statement”) by Separate Account No. 49 of AXA Equitable. The N-4 Registration Statement registers units of interest in the Structured Capital Strategies contract, to be issued by AXA Equitable, which are being registered under the Securities Act of 1933, in addition to Separate Account No. 49’s registration under the Investment Company Act of 1940.
In reliance upon Securities Act Release No. 6510 and Investment Company Act Release No. 13768 (February 15, 1984), we hereby request selective review from the Commission and its Staff of the disclosure related to the principal differences in Structured Capital Strategies® Plus design as listed below. Except for the disclosure relating to the principal differences, the disclosure set forth in this initial Registration Statement is substantially similar to the disclosure that has been previously filed with the Commission and commented on by the Staff in relation to the Structured Capital Strategies® 16 Registration Statement as recently as December 28, 2016.
The principal differences between the new Structured Capital Strategies® Plus and Structured Capital Strategies® 16 are:
| | • | | eliminating Series C and Series ADV; |
| | • | | eliminating Choice Segments; |
| | • | | only offering three Indices instead of ten Indices; |
| | • | | only offering 6-year Segments instead of 1-year, 3-year and 5-year Segments (with one exception – certain 1-year Segments are available in Structured Capital Strategies® Plus once the Segment Maturity Date Requirement for 6-year Segments can no longer be met because the next Segment Start Date is less than six years from the maturity date); |
| | • | | reserving the right to use an investment rate instead of a swap rate to calculate the present value of the fair value of hypothetical fixed instruments when calculating the Segment Interim Value; and |
| | • | | increasing the withdrawal charge. |
Under these circumstances, we believe a limited staff review is appropriate.
We would like to have Structured Capital Strategies® Plus effective by April 24, 2017. Accordingly, we would greatly appreciate the Staff’s effort in providing us with comments before March 27, 2017, or as soon as practicable thereafter. We will file a Pre-Effective Amendment that will address any Staff comments to the prospectus. Also, we will provide any additional exhibits (including contract forms) that might be necessary.
At the appropriate time, AXA Equitable will request acceleration of the effectiveness of the Registration Statement pursuant to Rule 461 under the Securities Act.
Please contact the undersigned at (319) 573-2676 if you have any questions.
Very truly yours,
/s/ Darin Smith
Darin Smith
AXA EQUITABLE LIFE INSURANCE COMPANY
1290 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10104
