William J. Evers
Vice President and Counsel
Tel: (212) 314-5027
FAX: (212) 314-3959
LAW DEPARTMENT
December 12, 2007
Sonny Oh, Esq.
Securities and Exchange Commission
Office of Insurance Products
Division of Investment Management
100 F Street, NE
Mail Stop 4644
Washington, DC 20549
RE: AXA Equitable Life Insurance Company
Separate Account 49 of AXA Equitable Life Insurance Company
Post-Effective Amendments to Form N-4 Registration Statements
File Nos. 811-07659 and 333-05593, 333-64749, 333-31131
and 333-60730 (the "Amendments")
Dear Mr. Oh:
On behalf of AXA Equitable Life Insurance Company ("AXA Equitable" or
the "Company"), we respond below to the staff's comments on the above-referenced
Amendments, each of which included the same two prospectus supplements. We set
forth below each of those specific comments and then provide our response. The
page references refer to the pages in the courtesy copy of the supplements
provided to the staff.
To provide context for our responses, we first want to point out that
the deferral bonus of 7% (previously 6%) will be available with this Guaranteed
withdrawal benefit feature. Also, due to certain disclosure revisions in
Supplement 2, the Item number references in the final version of the supplement
will be revised accordingly.
SUPPLEMENT 1
- ------------
COMMENT 1
- ---------
To facilitate the use of the supplement, the staff recommends that in addition
to identifying the section of the prospectus where revised/additional disclosure
should be inserted, please also disclose the relevant page numbers of the
prospectus.
RESPONSE 1
- ----------
Sonny Oh, Esq.
December 12, 2007
Page 2 of 9
It is our intention to use a single version of this supplement for all four of
the affected Accumulator(R) contracts, which would make adding page numbers
confusing for the reader. It is our practice to provide narrative prior to each
new section in a supplement, indicating where that section is meant to appear in
the prospectus, in part because we believe that adding page numbers for four
separate prospectuses would be confusing for the reader.
COMMENT 2
- ---------
Please disclose the charge for the GWBL rider on page 1.
RESPONSE 2
- ----------
The charge for the rider is now disclosed on page 1.
COMMENT 3
- ---------
Please reconcile the last sentence of the first paragraph under "Effect of
Excess withdrawals" on page 2 of Supplement 1 with the last sentence of the
second paragraph under "Certain withdrawals" on page 60 of the prospectus.
RESPONSE 3
- ----------
The term "Excess withdrawals" is used in connection with recalculation of the
GWBL Benefit base and the Guaranteed annual withdrawal amount. It is not a term
that specifically relates to the application of withdrawal charges. The second
paragraph of the section specifically identifies the withdrawals that will be
considered Excess withdrawals, and subsequent paragraphs explain how an Excess
withdrawal can affect the GWBL Benefit base and the Guaranteed annual withdrawal
amount.
To further clarify the application of the withdrawal charge, we have added the
following paragraph to the "Effect of Excess Withdrawals" section of the
supplement, immediately following the example:
WITHDRAWAL CHARGES, IF APPLICABLE, ARE APPLIED TO THE AMOUNT OF THE
WITHDRAWAL EXCEEDING THE GUARANTEED ANNUAL WITHDRAWAL AMOUNT. SEE
"WITHDRAWAL CHARGE" IN "CHARGES AND EXPENSES" IN YOUR PROSPECTUS. USING
THE EXAMPLE ABOVE, IF THE $8,000 WITHDRAWAL IS A WITHDRAWAL OF
CONTRIBUTIONS SUBJECT TO THE WITHDRAWAL CHARGE, THE WITHDRAWAL CHARGE
WOULD APPLY TO THE $3,000 (THE AMOUNT OF THE WITHDRAWAL CHARGE ABOVE THE
GUARANTEED ANNUAL WITHDRAWAL AMOUNT OF $5,000).
COMMENT 4
- ---------
Under "200% Initial GWBL Benefit base guarantee" on page 3 of Supplement 1,
please disclose the interaction between this feature and the Annual ratchet,
e.g., last sentence of the paragraph for 6% deferral bonus. An example would be
helpful.
RESPONSE 4
- ----------
Sonny Oh, Esq.
December 12, 2007
Page 3 of 9
Generally, there is no direct interaction between these two features or their
respective calculations. However, one or more Annual ratchets of the GWBL
benefit base may impact the overall applicability of the 200% Initial GWBL
benefit base guarantee.
Under the 200% Initial GWBL benefit base guarantee, we look at the contract's
GWBL benefit base at one point in time, the later of (i.) the 10th contract
anniversary, and (ii.) the contract owner's 70th birthday. If the contract owner
had not taken a withdrawal up to this point, we will increase the GWBL benefit
base to equal 200% of contributions made during the first 90 days, plus 100% of
any subsequent contributions. There is no separate charge for the 200% Initial
GWBL benefit base guarantee; instead, it is simply one element of the
calculations for the GWBL benefit base.
It is possible that no adjustment will be made due to the 200% Initial GWBL
benefit base guarantee. In particular, it is possible that prior to the
calculation date for that guarantee, which is the contract owner's 70th birthday
or later, that the contract owner's GWBL benefit base would have increased due
to one or more Annual ratchets. With an Annual ratchet, the GWBL benefit is
recalculated on each contract anniversary to equal the greater of (i.) the
account value, and (ii.) the most recent GWBL benefit base.
With the Annual ratchet, a contract owner can potentially increase his or her
GWBL benefit base as the result of positive investment performance of the
variable investment options. It is possible for a contract owner to have had one
or more Annual ratchets that increase his or her GWBL benefit base to amounts
that near or even exceed 200% of the GWBL benefit base. Because of this, there
will be varying degrees of applicability of the 200% Initial GWBL benefit base
guarantee.
We believe the supplement effectively describes the role of the 200% Initial
GWBL benefit base guarantee. In particular, under "GWBL benefit base," the
supplement indicates the various factors that affect the GWBL benefit base over
time. In addition, the "200% Initial GWBL Benefit base guarantee" section
identifies the role of that guarantee and notes, among other matters, that there
will be no increase if the GWBL benefit base already exceeds this guarantee
amount.
HOW WITHDRAWALS AFFECT YOUR GWBL AND GWBL GUARANTEED MINIMUM DEATH BENEFIT (PAGE
5)
COMMENT 5(a)
- ------------
In the last sentence of the first paragraph, please revise the cross-reference
from "in your Prospectus" to "earlier in this Supplement."
RESPONSE 5(a)
- -------------
The cross-reference has been changed.
Sonny Oh, Esq.
December 12, 2007
Page 4 of 9
COMMENT 5(b)
- ------------
Please disclose whether the last sentence of the second paragraph also applies
to the GWBL Standard death benefit.
RESPONSE 5(b)
- -------------
The last sentence of the second paragraph does not apply to the GWBL Standard
death benefit. That sentence specifically references only the GWBL Enhanced
death benefit. To clarify, we have split the paragraph into two paragraphs, the
first of which is a one sentence paragraph simply stating that the GWBL Standard
death benefit base is reduced on a pro rata basis for any withdrawals, and the
second describing the effect of withdrawals on the GWBL Enhanced death benefit
base. As a result, we have revised the disclosure describing the withdrawal
treatment for the two death benefits as follows:
YOUR GWBL STANDARD DEATH BENEFIT IS REDUCED BY ANY WITHDRAWAL ON A PRO
RATA BASIS.
THE GWBL ENHANCED DEATH BENEFIT BASE IS REDUCED BY ANY WITHDRAWAL ON A
DOLLAR-FOR-DOLLAR BASIS UP TO THE GUARANTEED ANNUAL WITHDRAWAL AMOUNT.
COMMENT 6
- ---------
Page 6 of the supplement states that the "description of the charge associated
with the GWBL in the `Fee table' of your Prospectus is deleted in its entirety."
Please revise this disclosure and provide appropriate disclosure to be inserted
in lieu of the disclosure to be deleted from the fee table on Page 12 of the
prospectus. If applicable, please also add disclosure to Supplement 1 to revise
the "Example" beginning on page 15 of the prospectus accordingly. If not
applicable, please explain to the staff why.
RESPONSE 6
- ----------
We have included revised Fee table disclosure in the Supplement regarding the
revised charge for the Guaranteed withdrawal benefit for life.
The Example that is currently used in the Prospectus is based on the maximum
charges that could be applicable to a hypothetical client's contract. These
maximum charges exceed the charges that would apply if the hypothetical client
selected the Guaranteed withdrawal benefit for life. For this reason, no changes
to the Example are necessary.
COMMENT 7
- ---------
With regard to revisions to be made to the "Charges and expenses" section
beginning on page 59 of the prospectus, please confirm whether the "GWBL
Enhanced death benefit" disclosure on page 61 of the prospectus is still
accurate. If not, please modify the Supplement 1 accordingly.
Sonny Oh, Esq.
December 12, 2007
Page 5 of 9
RESPONSE 7
- ----------
The disclosure on page 61 of the Prospectus is still accurate.
SUPPLEMENT 2
- ------------
COMMENT 1
- ---------
To facilitate the use of the supplement, the staff recommends that in addition
to identifying the section of the prospectus where revised/additional disclosure
should be inserted, please also disclose the relevant page numbers of the
prospectus. At a minimum, the registrant should be more precise in describing
where disclosure to be added to the prospectus should be inserted.
For example, Item 10 on page 3 of Supplement 2 is disclosure that would be most
appropriately placed after the first sentence of the first paragraph of each
respective section as opposed to the end of them.
RESPONSE 1
- ----------
We have revised the cross-references in several places to clarify the placement
of the information in the prospectus. However, we do not intend to insert page
numbers, because we are not planning on preparing separate supplements for each
of the Accumulator(R) series contracts. Rather, we intend to use a single
supplement for all four contracts, and inserting conflicting page numbers would
be confusing for the reader.
COMMENT 2
- ---------
In lieu of explaining what "features, benefits and/or contract types...are not
available" with the GWBL, the supplement should amend the prospectus
accordingly.
RESPONSE 2
- ----------
With respect, we believe that this type of disclosure would not be particularly
helpful to a prospective purchaser, because most of these changes would consist
of adding sections to the supplement that consist of little more than the
language that is currently in the prospectus, with the addition of the GWBL
benefit to lists of features that are unavailable if the purchaser chooses a
particular feature of the contract. We believe that it is clearer to the reader
if all of this disclosure is contained in one place in the supplement. As
described below, we intend to integrate these references into the prospectus as
part of the May 1, 2008 prospectus update.
COMMENT 3
- ---------
For Item 4, please confirm deletion of "Loans under Rollover TSA contracts" as
provided in corresponding section on page 11 of prospectus.
Sonny Oh, Esq.
December 12, 2007
Page 6 of 9
RESPONSE 3
- ----------
We confirm the deletion of "Loans under Rollover TSA contracts."
COMMENT 4(a) - ITEM 5: FEE TABLE (PAGE 2 OF SUPPLEMENT 2)
- ----------------------------------------------------------
Please reconcile footnote 1 with existing footnotes provided in fee table
beginning on page 14 of prospectus.
RESPONSE 4(a)
- -------------
To avoid any inconsistency between the numbering of the footnotes in the
existing prospectus and the new footnote being added by the supplement, we have
revised the supplement footnote from (1) to (A).
COMMENT 4(b) - ITEM 5: FEE TABLE (PAGE 2 OF SUPPLEMENT 2)
- ----------------------------------------------------------
Based on disclosure in second and third paragraphs as provided in Items 12 and
27 on pages 3 and 10, respectively, of the supplement, please make it clear that
the charge for the GWBL is for both Single and Joint Life contracts. Please
apply the same to the Annual Ratchet charge.
RESPONSE 4(b)
- -------------
We have revised the disclosure for both the initial charge and the Annual
ratchet charge to clarify that the charge for the GWBL is the same for both
Single life and Joint life contracts.
COMMENT 4(c) - ITEM 5: FEE TABLE (PAGE 2 OF SUPPLEMENT 2)
- ----------------------------------------------------------
Please revise the "Fees and charges" section on page 12 of the prospectus in
light of the Item 5 disclosure to be added.
RESPONSE 4(c)
- -------------
We have revised the "Fees and charges" section on page 12 to include the revised
fee information for the GWBL.
COMMENT 5
- ---------
Under Item 7 on page 2 of supplement, please confirm use of the terms "Single
life" and "Joint life," respectively, in the first paragraph and first sentence
of the second paragraph.
RESPONSE 5
- ----------
We confirm that the uses of the terms "Single life" and "Joint life" are correct
in those locations.
Sonny Oh, Esq.
December 12, 2007
Page 7 of 9
COMMENT 6
- ---------
Under Item 11 with regard to the Accumulator(R) Plus contract, please confirm
whether the registrant has exemptive relief to permit such recovery of the
credit including the appropriate citation granting the relief.
RESPONSE 6
- ----------
AXA Equitable Life Insurance received an order granting exemptive relief for the
recovery of credits under certain contracts. (In the Matter of AXA Equitable
Life Insurance, et al, (812-13243), Investment Company Act Release No. 27447,
August 18, 2006.)
COMMENT 7(a) - ITEM 12 - CONTRACT FEATURES AND BENEFITS (PAGE 3 OF SUPPLEMENT 2)
- --------------------------------------------------------------------------------
Effect of Excess withdrawals (page 4 of Supplement 2)
i. Please reconcile the last sentence of the first
paragraph under "Effect of Excess withdrawals" on
page 4 of the supplement with the last sentence of
Item 26 on page 10.
ii. In the second to last sentence of the last paragraph,
please revise the cross-reference from "in your
Prospectus" to "later in this Supplement."
Please confirm that all other cross-references are accurate,
e.g., second to last sentence of disclosure provided under
Item 21 on page 9 of supplement and Item 15 on page 7 of
supplement.
RESPONSE 7(a)
- -------------
With regard to comment (i), please see the response above to comment 3 regarding
Supplement 1. With respect to comment (ii), we have changed the cross-reference
to "later in this Supplement." We confirm that all other cross-references are
now accurate.
COMMENT 7(b) - ITEM 12 - CONTRACT FEATURES AND BENEFITS (PAGE 3 OF SUPPLEMENT 2)
- --------------------------------------------------------------------------------
Under "200% Initial GWBL Benefit base guarantee" on page 6 of the supplement,
please disclose the interaction between this feature and the Annual ratchet,
e.g., last sentence of the paragraph for 6% deferral bonus.
RESPONSE 7(b)
- -------------
Please see the response above to comment 4 regarding Supplement 1.
COMMENT 8
- ---------
Sonny Oh, Esq.
December 12, 2007
Page 8 of 9
Please confirm whether Item 23 on page 9 of the supplement should "replace" or
be added after the third paragraph of the section.
RESPONSE 8
- ----------
We confirm that the disclosure contained in Item 23 on page 9 of the supplement
is intended to replace the third paragraph of the section.
COMMENT 9
- ---------
Where appropriate, please clarify whether the GWBL may be elected simultaneously
with the Principal Protector feature described on page 46 of the prospectus. If
permitted, please also add disclosure regarding the additional advantages and
disadvantages of electing both benefits.
RESPONSE 9
- ----------
This supplement relates solely to sales in New York. The state variations
appendix in the prospectus already specifies that the Principal Protector
feature is not available in New York, and the supplement specifically directs
readers to the state variations appendix. We do not believe that further
clarification is necessary.
COMMENT 10
- ----------
Given the nature of the supplement, the staff notes that the supplement should
be expanded to address other areas of the prospectus that need to be revised
and/or expanded.
The following represent the more salient sections of the prospectus that require
further revisions/disclosure.
a. If any major captions have been added through the disclosure
provided in the supplement, please be sure to include them in
the table of contents.
b. "Index of key words and phrases" on page 4 of prospectus
including the chart at the bottom of the page providing
corresponding terms as used in the prospectus and contract.
c. Please revise any of the appendices to the prospectus
accordingly.
RESPONSE 10
- -----------
The information in this supplement will be incorporated into each of the
relevant Accumulator(R) prospectuses for the May 1, 2008 update. Each of the
updated prospectuses will contain an accurate table of contents and index of key
words and phrases. In lieu of a table of contents, it is our practice to provide
narrative prior to each new section in a supplement, indicating where that
section is meant to appear in the
Sonny Oh, Esq.
December 12, 2007
Page 9 of 9
prospectus. In addition, we state in the first paragraph of the supplement that
it should be read in conjunction with the prospectus. It also states that terms
used in the supplement have the same meaning as in the prospectus. Similarly, we
will be eliminating the state variations and contract variations appendices as
part of the May 1, 2008 update. For these reasons, we believe it is unnecessary
to add a table of contents, index of key words and phrases or revised Appendices
to the supplement.
PART C
- ------
COMMENT 1
- ---------
Please include an opinion of counsel and consent to its use as an exhibit.
RESPONSE 1
- ----------
The opinion of counsel and consent to its use are included as an exhibit.
* * * * *
The post-effective amendment filings under Rule 485(b) will be
accompanied by the representations requested by the staff.
Please contact me if you have any questions on the Company's responses
to the staff's comments. We appreciate your assistance with this Registration
Statement.
Sincerely,
/s/ William J. Evers
William J. Evers
cc: Christopher E. Palmer, Esq.