November 19, 2008
VIA U.S. MAIL AND FACSIMILE
Christopher E. Palmer, Esq.
Goodwin Procter LLP
901 New York Ave., N.W.
Washington, DC 20001
RE: AXA Equitable Life Insurance Company:
Separate Account A
EQUI-VEST 201 Employer-Sponsored Retirement Programs
Initial Registration Statement filed on Form N-4
File Nos. 811-01705 and 333-153809
Dear Mr. Palmer:
The staff reviewed the above-referenced initial registration
statement, which the Commission received on October 2, 2008. We
have
given the registration statement a full review. Based on our
review,
we have the following comments. Page references are to the pages
in
the courtesy copy provided to the staff, and Item references are
to
the Item numbers set forth in Form N-4.
GENERAL
1. Please disclose to the staff whether there are any types of
guarantees (e.g., as to any of the company`s guarantees under the
contract or will the company will be primarily responsible for
paying
out on any guarantees associated with the contract) or support
agreements (e.g., pertaining to capitalization of the company)
with
third parties.
PROSPECTUS
2. Front Cover Page
Please insert a footnote 2 at the end of the paragraph
following
the list of variable investment options or define "GWBL variable
investment options" in the text of the disclosure.
3. Index of key words and phrases (page 4)
Please confirm that all key words and phrases have been
appropriately defined where indicated in the index, e.g., TSA is
not
defined on the cover page nor is it otherwise clearly linked to
either of the two types of plans through which the contract will
be
offered.
4. Fee table (page 10)
a. Please clarify what expenses compose "Other Expenses" in the
third table.
b. Please clarify generally in footnote 1 the extent to which
the
withdrawal charge changes over time.
c. Please clarify in a footnote to the GWBL entry in the fee
table
what is the relationship, if any, between the GWBL Income Base and
contract value at the issue date if the all premiums paid at issue
are allocated to the GWBL rider.
d. In footnote 6 to the fee tables, please confirm and disclose
if
applicable whether the pro-rating of the charge applies in any
other
situations, e.g., annuitization of the contract.
e. For the lowest and highest portfolio operating expenses table
on
page 11, please confirm compliance with General Instruction 17(a)
to
Item 3 in regard to any funds with a fund-of-funds structure.
f. Please confirm that the examples on page 14 will reflect the
highest combination of applicable contract charges and if
necessary,
revise the introductory narrative accordingly.
g. Please revise the location of footnote 12 to identify each of
the funds to which the comment applies.
5. Condensed financial information (page 15)
Please explain to the staff the basis for providing condensed
financial information for a contract being filed on an initial
registration statement.
6. Contract features and benefits (page 16)
a. The prospectus notes on page 17 that employers or trusts must
be
owners of TSA contracts. Accordingly, please revise the front
cover
page to note that the annuity may be offered on a joint or group
basis. Form N-4, Item 1(a)(iii). In addition, please clarify for
group contracts which rights may be exercised by the individual
participant.
b. What are you investment options under the contract (page 17)
The first sentence of the second paragraph states that
"[u]nder
certain TSA contracts, you may allocate amounts to the GWBL
variable
investment options.
i. If the GWBL is elected, please clarify here and throughout
the
prospectus whether an owner "may" or "must" allocate amounts to
the
GWBL variable investment options.
ii. Moreover, please clarify the second sentence and be
consistent
throughout the prospectus as to whether upon election of the GWBL
all
or only part of one`s contributions must be allocated to the GWBL
variable investment options, and whether simply allocating
contributions to the GWBL variable investment options in itself
will
"activate" election of the GWBL, i.e., must owner also actively
elect
GWBL.
If it is the latter, please resolve the discrepancy between this
statement and the statement in footnote 2 of the front cover page
that GWBL funds are also available without the GWBL. In addition,
please describe the protections in place to guard against
unintentional allocations into GWBL funds.
c. Guaranteed Interest Option (page 21)
Please clarify in this section whether early withdrawals
from
the option before the end of the periods specified are subject to
any
adjustments.
d. Selecting your investment method (page 21)
i. Please provide the substance of footnote "*" to the
investment
options chart on page 21 as text rather than as a footnote. Please
also expand the disclosure to describe any negative impact that
being
switched from a maximum transfer flexibility to a maximum
investment
options choice may have on the owner and/or contract.
ii. Similarly to comment b. above, please expand the disclosure
under "Contracts with the Guaranteed withdrawal benefit for life
(TSA
only)" on page 21 to clarify the interaction between the election
of
the GWBL, and the maximum transfer flexibility and maximum
investment
options choice selection methods, e.g., would choosing the maximum
transfer flexibility prohibit election of the GWBL.
iii. The prospectus notes that the insurer reserves the right to
designate the Target Allocation investment options as Group B
funds.
The prospectus separately notes that any selection of a Target
fund
will be deemed to be a designation of the maximum investment
options
choice. Please clarify whether this redesignation of choice
occurs
only after the Target funds have been reassigned, and clarify what
notice will be provided to an investor
iv. Under `Special dollar cost averaging" on page 22, please
disclose what exactly the "account for special dollar cost
averaging"
is, e.g., in prior filings, AXA Equitable has used the money
market
investment option from which dollar cost averaging transfers into
other investment options are made.
e. Guaranteed withdrawal benefit for life ("GWBL") (Available
for
TDA contract only) (page 23)
i. Along with the list of reasons not to purchase the benefit
beginning on page 24, please add disclosure, if applicable,
regarding
the impact of taking withdrawals before age 55 and/or 591/2 and
any
limitations a TSA may have on one`s ability to take withdrawals to
begin with.
ii. Please clarify the last sentence under "5% Roll-Up income
base`
on page 24 or at least provide a cross-reference for more details.
iii. Under "Effect of GWBL Excess withdrawals" on page 24, please
clarify what constitutes a withdrawal with regard to account value
based on allocations to GWBL variable investment options as
opposed
to non-GWBL variable investment options, i.e., is any withdrawal
considered taken against the GWBL account value or can it be
specifically taken against one`s non-GWBL variable investment
options.
iv. Please note typo in second sentence of second paragraph on
page
25.
v. In general the discussion of the GWBL should be revised to
take
into account the impact of allocations to non-GWBL variable
investment options, e.g., the third paragraph on page 25 should
address what becomes of any remaining account value, death benefit
and any other applicable features of the contract. Please clarify
the
discussion by use of examples highlighting excess withdrawals
taken
where the investor has amounts allocated to non-GWBL options.
vi. Please clarify that a pro-rata adjustment for withdrawals
will
result in a greater than dollar for dollar reduction in the GWBL
Income Base if account value is less than the Income Base.
f. Under "Your right to cancel within a certain number of days"
on
page 26, please explain to the staff the basis for stating in the
second paragraph that contribution into the guaranteed interest
account will be returned "but will not include interest." Please
also
address the return of allocations made to the account for special
dollar cost averaging if applicable.
7. Determining you contract`s value (page 27)
a. At the end of the last sentence of the first paragraph under
"Your contract`s value in the variable investment options," please
specify what contract fees and charges are deducted.
b. In the last sentence of the third paragraph under
"Rebalancing
your account value" on page 30, please clarify which transfer
restriction will be waived.
8. Transferring your money among investment options (page 28)
This section, in particular, the disclosure under
"Transferring
your account value" should be cross-referenced in the section
"Selecting your investment method" on page 21 in lieu of stating
"You
can make transfers whenever you choose" or "no transfer
restrictions
will apply" in, respectively, the two bullet points following the
first paragraph of that section.
9. Accessing your money (page 31)
a. Please clarify whether investors taking required minimum
distributions may qualify for the automatic payment plan.
b. Please reconcile the last two sentences of the first full
paragraph on page 33 and clarify what is intended through an
example.
c. The third paragraph under "Loan and the GWBL (for TSA
contracts)" on page 34 states that GWBL withdrawals may begin if a
loan defaults. Please clarify what is intended.
d. In the same third paragraph, please clarify whether
withdrawals
taken after default "may" or "are" considered GWBL Excess
withdrawals. If the former, please clarify under what
circumstances
they "may" be considered GWBL Excess withdrawals.
e. Under "Termination" on page 34, please confirm all
circumstances
resulting in termination have been disclosed, e.g., see second
paragraph under "Partial withdrawals and terminations" on page 31.
f. Please note the lack of disclosure following "Selecting an
annuity payout option" on page 36 addressing the contract maturity
date, which is pertinent to the following section "Contracts with
GWBL."
10. Charges and expenses (page 37)
a. Please note the absence of the charge for electing a Variable
Immediate Annuity in the second bullet point list under "Charges
that
AXA Equitable deducts.
b. In the fee table on page 10, please disclose by footnote or
otherwise, that a plan operating expense charge may apply as
disclosed in the fifth bullet point of the second bullet point
list.
11. Please confirm that beneficiary continuation, as discussed on
page 41, is permitted under a TSA or EDC plan.
12. Tax information (page 44)
Please confirm that disclosure is current and otherwise
complies
with the disclosure requirements of Item 12.
13. More Information (page 56)
a. Under "Business day," please expand the bullet list to
include
transaction requests.
b. If applicable, please update "About legal proceedings" on
page
56 as appropriate.
STATEMENT OF ADDITIONAL INFORMATION
14. Please confirm accuracy of disclosure provided under "Who is
AXA
Equitable?"
15. Please confirm relevance of section "Calculation of annuity
payments" given that the contract only offers fixed annuity
options.
PART C
16. Item 24 Financial Statements and Exhibits - Item 24. (b)
Exhibits
a. Please confirm all exhibits available as of the filing date
have
been provided, for example, exhibit 6 lacks the Restated Charter
of
AXA Equitable, as amended December 6, 2004, and the By-Laws of AXA
Equitable, as amended September 7, 2004.
b. Please explain to the staff the basis for providing
exhibit
10(b).
c. Please file new powers of attorney, as powers of attorney
should
"relate to a specific filing" as required by Rule 483(b) under the
1933 Act.
17. The last paragraph under Item 32 contains representations
with
respect to the sale of variable annuity contracts to participants
in
the Texas Optional Retirement Program. Please add relevant
disclosure
in the prospectus regarding this program including any applicable
state variations that should appear in Appendix IV on page D-1 of
the
prospectus.
18. Financial Statements, Exhibits, and Certain Other Information
Any financial statements, exhibits, and any other required
disclosure not included in this registration statement must be
filed
by pre-effective amendment to the registration statement.
19. Representations
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the registrant is in possession of
all
facts relating to the registrant`s disclosure, it is responsible
for
the accuracy and adequacy of the disclosures it has made.
Notwithstanding our comments, in the event the registrant
requests acceleration of the effective date of the pending
registration statement, it should furnish a letter, at the time of
such request, acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the registrant from its full responsibility for the
adequacy
and accuracy of the disclosure in the filing; and
* the registrant may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in connection with our review of
your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities.
*****************************************
Responses to these comments should be made in a letter to the
staff and in a pre-effective amendment to the registration
statement.
If you believe that you do not need to change the registration
statement in response to a comment, please indicate that in the
letter and explain your position.
Although we have completed our initial review of the
registration statement, it will be reviewed further after our
comments are resolved. Therefore, we reserve the right to comment
further on the registration statement and any amendments to it.
After
we have resolved all issues, the registrant and its underwriter
must
both request that the effective date of the registration statement
be
accelerated.
If you have any questions, you are welcome to call me at
(202)
551-6767. Mail or deliveries should include reference to Mail Stop
4644 and should include all nine digits of the following zip code:
20549-4644. My facsimile number is (202) 772-9285.
Sincerely,
Sonny Oh
Staff Attorney
Office of Insurance Products
Christopher E. Palmer, Esq.
Goodwin Procter LLP
November 19, 2008
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