Sun Jin Moon
Vice President and Counsel
212.314.2120
Fax: 212.314.3953
August 14, 2008
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 FP
Incentive Life Optimizer Post-Effective Amendment No. 14
File No. 333-103199 (the "Amendment")
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
Amendment. We set forth below each of those specific comments and then provide
our response. The page numbers refer to the courtesy copy that we provided to
the staff.
GENERAL
COMMENT 1.
Please explain to the staff whether the amendment represents an
"enhanced" version of the policy or amends the current disclosure. Please note
that if the former, appropriate representations as to the use of multiple
prospectuses within a single registrations statement should be provided. If the
latter, additional disclosure should be added to make it clear when current and
amended disclosure apply, e.g., retroactively or prospectively.
RESPONSE 1.
The prospectus included in the Amendment covers an enhanced version of
the Company's Incentive Life `06 variable life policy. As approvals are obtained
and the enhanced
Sonny Oh, Esq.
August 14, 2008
Page 2
version is implemented in states, the existing version will no longer be sold.
In addition, due to the 2001 CSO table implementation requirements, the existing
version cannot be sold after December 31, 2008. The existing prospectus for the
original version of the contract will remain in place after the Amendment
becomes effective. In addition, the current version of the prospectus will be
used for in-force Incentive Life `06 contract owners. Under these circumstances,
we believe maintaining in the registration statement two versions of the
prospectus, one for the enhanced version and one for the current version is
consistent with the November 1995 industry comment letter. The modifications in
the new prospectus do not reflect modifications to the existing Incentive Life
'06 policy, and therefore we do not believe any changes to the existing
prospectus are appropriate.
COMMENT 2.
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 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.
RESPONSE 2.
There are no guarantees or support agreements with third parties to
support any of the Company's guarantees relating to the policies in particular
but there is general mortality reinsurance with respect to the Company's
business generally. The company remains primarily responsible for paying out on
any guarantees associated with the contract, regardless of such reinsurance.
PROSPECTUS
COMMENT 4C.
Under Investment Options on page 3 and/or "Your right to cancel within
a certain number of days" on page 37, please clarify what amount is returned if
the right to return is exercised in states that require a return of premium and
those states that do not require a return of premium, including whether premiums
are held in the EQ/Money Market investment option during the free look period.
RESPONSE 4C.
Sonny Oh, Esq.
August 14, 2008
Page 3
In our view, the two sections specifically state the procedures for
allocations to the EQ/Money Market investment option and payments to contract
owners that exercise their free-look privilege. In response to your comment, we
will add a cross-reference, as we describe below.
The "Investment options" section on page 3 describes the automatic
EQ/Money Market investment option allocation for certain states, which applies
to all contracts in those states, whether or not the free-look is exercised. In
particular, the section states that if the state requires return of premium, we
will initially put all amounts allocated to the variable investment options into
the EQ/Money Market investment option. The prospectus specifically states the
date on which the amounts will be transferred from the EQ/Money Market
investment option to the selected investment options - the first business day
following the 20 days after the policy is issued. The "Your right to cancel"
section on page 37 provides specific information relating to payment on
cancellation. We note that in most states we will refund the premiums that were
paid, less any outstanding loan and accrued loan interest. That statement
reflects the return amount, and later in the section we note that contract
owners have surrender rights as well, which may yield results different than
policy cancellation. We also note that in other states we will refund the policy
account value calculated as of the date the policy was returned, plus any
charges that were deducted from premiums that were paid and from the policy
account value, less any outstanding loan and accrued loan interest. That policy
account value will, of course, depend on the investment options selected from
investment start date to cancellation date.
In light of the staff's comment, we will add the following disclosure
to the end of the second paragraph of the "Investment option within your policy"
section:", and there is no automatic initial allocation to the EQ/Money Market
investment option. "
COMMENT 5. RISK/BENEFIT SUMMARY; CHARGES AND EXPENSES YOU WILL PAY (PAGE 7)
5A. TRANSACTION FEES
COMMENT 5A(I).
Please revise the narrative preceding the transaction fees table as
required by General Instruction 1(b) to Item 3.
Moreover, for any charges in the fee table that depend on a policy
owner's characteristics, a footnote to the table, not the narrative preceding
the table, should disclose (i) that the cost of insurance or other charge varies
based on individual characteristics; (ii) that the cost of insurance charge or
other charge shown in the table may not be representative of the charge that a
particular policy owner will pay; and (iii) how the policy owner may obtain more
Sonny Oh, Esq.
August 14, 2008
Page 4
information about the particular charge that would apply to him or her. See
General Instruction 3(b) to Item 3.
RESPONSE 5A(I).
We have revised the narrative preceding the transaction fees table and
the footnote disclosure.
COMMENT 5A(II).
For the Premium charge, please include the "one-time charge of $250"
referenced in footnote 1 in the table.
RESPONSE 5A(II).
We have revised the fee table to more clearly distinguish optional
rider charges and have added the $250 charge to the table.
COMMENT 5A(III).
Charges for adding and exercising the option of a "living benefits"
rider are charges associated with the election of a rider and should therefore
be provided in the Optional rider charges table beginning on page 8. Revisions
to section "More information about certain policy charges" on page 38 should be
applied accordingly.
RESPONSE 5A(III).
We have revised the fee table to more clearly distinguish optional
rider charges and have added the "living benefits" rider charges to the table.
COMMENT 5B. PERIODIC CHARGES
Please note discussion of charge for the Cash Value Plus rider on page
41 under "More information about certain policy charges." Please add the charge
to the Optional rider charges table beginning on page 8.
RESPONSE 5B.
We have revised the fee table to more clearly distinguish optional
rider charges and have added the Cash Value Plus rider charge to the table.
COMMENT 9.
Sonny Oh, Esq.
August 14, 2008
Page 5
Please confirm that the illustrations provided in Appendix I comply
with all disclosure requirements of Item 25.
RESPONSE 9.
We confirm that the illustrations comply with all disclosure
requirements of Item 25.
COMMENT 10.
A Part C to the registration statement was not filed. Please confirm
that a Part C will be filed in the subsequent post-effective amendment and will
include all pertinent exhibits including exhibits for the newly added Cash Value
Plus and Option to Purchase Additional Insurance riders as well as a legal,
actuarial, and relevant samples of calculations as required, respectively, by
Items 26(k), (1), and (m), and Item 33.
RESPONSE 10.
We confirm that a Part C will be filed and that all pertinent exhibits
will be included including any rider exhibits that need to be filed.
* * * * *
The amendment filing will be accompanied by the requested Tandy
representations.
Please contact me if you have any questions on the Company's responses
to the staff's comments. We appreciate your assistance with this Amendment.
Sincerely,
Sun Jin Moon
cc: Christopher Palmer, Esq.
2. Risk/benefit summary: Charges and expenses you will pay
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TABLES OF POLICY CHARGES
The following tables describe the fees and expenses that you will pay when
buying, owning and surrendering the policy.
The first table shows the charges that we deduct under the terms of your policy
when you buy and each time you contribute to your policy, surrender the policy,
reduce the face amount or transfer policy account value among investment
options. All charges are shown on a guaranteed maximum basis. The current
charges may be lower than the guaranteed maximum for certain charges.
For more information about some of these charges, see "Deducting policy charges"
under "More information about certain policy charges" later in this prospectus.
The illustrations of Policy Benefits that your financial professional will
provide will show the impact of the actual current and guaranteed maximum rates,
if applicable, of the following policy charges, based on various assumptions
(except for the loan interest spread, where we use current rates in all cases).
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Transaction Fees
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Charge(1) When charge is deducted Maximum amount that may be deducted
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Premium charge From each premium 6% of each premium(2)
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Surrender (turning in) of Upon surrender Initial surrender charge per $1,000 of initial base policy
your policy during its first face amount or per $1,000 of requested base policy face
10 years or the first 10 amount increase:(3)
years after you have
requested an increase in Highest: $46.10
your policy's face amount(4) Lowest: $8.90
Representative: $16.87(5)
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Request a decrease in your Effective date of the decrease A pro rata portion of the charge that would apply to a full
policy's face amount surrender at the time of the decrease.
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Transfers among Upon transfer $25 per transfer.(6)
investment options
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This table shows the fees and expenses that you will pay periodically during the
time that you own the Policy, not including underlying Trust portfolio fees and
expenses.
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Periodic charges other than underlying trust portfolio operating expenses
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Charge(1) When charge is deducted Maximum amount that may be deducted
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Administrative charge(7) Monthly (1) Policy Year Amount deducted
----------- ---------------
1 $15(8)
2+ $10(8)
plus
(2) Charge per $1,000 of the initial base policy face amount and any
requested base policy face amount increase that exceeds the highest
previous face amount:
Policy Years 1-10 (and any 10 year period following a face amount
increase):
Highest: $0.30
Lowest: $0.06
Representative: $0.07(5)
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Cost of insurance Monthly Charge per $1,000 of the amount for which we are at risk:(10)
charge(7)(9)
Highest: $83.34
Lowest: $0.02
Representative: $0.09(11)
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Mortality and expense risk Monthly Annual % of your value
charge Policy Year in our variable investment options
----------- ----------------------------------
1-10 1.00%
11+ 0.50%
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Risk/benefit summary: Charges and expenses you will pay 7
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Periodic charges other than underlying trust portfolio operating expenses
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Charge(1) When charge is deducted Maximum amount that may be deducted
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Loan interest spread(12) On each policy anniversary 1% of loan amount.
(or on loan termination, if
earlier)
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Optional rider charges(1) When charge is deducted Maximum amount that may be deducted
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Children's term insurance Monthly (while the rider is Charge per $1,000 of rider benefit amount:
in effect) $0.50
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Disability deduction Monthly (while the rider is Percentage of all other monthly charges:
waiver in effect) Highest: 132%
Lowest: 7%
Representative: 12%(11)
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Disability premium waiver Monthly (while the rider is Charge for disability premium waiver per $1,000 of benefit
in effect) for which such rider is purchased:(13)
Initial base policy face amount:(14)
Highest: $0.60
Lowest: $0.02
Representative: $0.07(11)
Children's term insurance:
Highest: $0.03
Lowest: $0.01
Representative: $0.01(11)
Long Term Care Services(SM) Rider:
Highest: $0.02
Lowest: $0.0009
Representative: $0.003(11)
Option to purchase additional insurance:
Highest: $0.07
Lowest: $0.02
Representative: $0.03(11)
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Long Term Care Services(SM) Monthly (while the rider is Charge per $1,000 of the amount for which we are at risk:(15)
Rider in effect)
Highest: $1.18
Lowest: $0.08
Representative: $0.22(16)
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Option to purchase Monthly (while the rider is Charge per $1,000 of rider benefit amount:
additional insurance in effect)
Highest: $0.17
Lowest: $0.04
Representative: $0.16(16)
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Cash Value Plus Rider Upon payment of initial One-time charge of $250
premium
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Adding a living benefits At the time of the transaction $100 (if elected after policy issue)
rider
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Exercise of option to At the time of the transaction $250
receive a "living benefit"
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(1) Since the charges may vary based on individual characteristics of the
insured, these charges may not be representative of the charge that you will
pay. In par ticular, the initial amount of surrender charge depends on each
policy's specific characteristics. Your financial professional can provide
you with more information about these charges as they relate to the
insured's particular characteristics. See "Deducting policy charges" under
"More information about certain policy charges."
(2) Currently, we reduce this charge to 4% after an amount equal to two "target
premiums" has been paid. The "target premium" is actuarially determined for
each policy, based on that policy's characteristics, as well as the policy's
face amount. A similar charge applies to premiums attributed to requested
face amount increases that are above your highest previous face amount. If
your policy includes the Cash Value Plus Rider, a portion of the premium
charge will be refunded upon surrender within the first three policy years.
There is also a one-time charge of $250 deducted from your initial premium
after deduction of the premium charge (see "Cash Value Plus Rider" in "More
information about policy features and benefits" later in this prospectus).
8 Risk/benefit summary: Charges and expenses you will pay
(3) If your policy includes the Cash Value Plus Rider, the surrender charges
are reduced (see "Cash Value Plus Rider" in "More information about policy
features and benefits" later in this prospectus).
(4) The surrender charge attributable to an increase in your policy's face
amount is in addition to any remaining surrender charge attributable to the
policy's initial face amount.
(5) This representative amount is the rate we guarantee for a representative
insured male age 35 at issue or at the time of a requested face amount
increase, in the preferred non-tobacco user risk class.
(6) No charge, however, will ever apply to a transfer of all of your variable
investment option amounts to our guaranteed interest option, or to any
transfer pursu ant to our automatic transfer service or asset rebalancing
service as discussed later in this prospectus.
(7) Not applicable after the insured person reaches age 100.
(8) Not applicable if the minimum face amount stated in your policy is $10,000.
Please see "Your policy's face amount" under "About your life insurance
benefit" in "Risk/benefit summary: Policy features, benefits and risks"
earlier in this prospectus.
(9) Insured persons who present particular health, occupational or vocational
risks may be charged other additional charges as specified in their
policies.
(10) Our amount "at risk" is the difference between the amount of death benefit
and the policy account value as of the deduction date.
(11) This representative amount is the rate we guarantee in the first policy
year for a representative insured male age 35 at issue in the preferred
non-tobacco user risk class.
(12) We charge interest on policy loans but credit you with interest on the
amount of the policy account value we hold as collateral for the loan. The
loan interest spread is the excess of the interest rate we charge over the
interest rate we credit.
(13) Amount charged equals the sum of disability premium waiver rider charges
corresponding to the base policy, any children's term insurance, option to
purchase additional insurance and/or any Long Term Care Services(SM) Rider
that you have added to your policy and to any base policy face amount
increases.
(14) The monthly charges corresponding to the base policy will be adjusted
proportionately to any face amount reduction made at your request or
resulting from a partial withdrawal under death benefit Option A.
(15) Our amount "at risk" for this rider is the long-term care specified amount
minus your policy account value, but not less than zero.
(16) This representative amount is the rate we guarantee for a representative
insured male age 35 at issue in the preferred non-tobacco user risk class.