GOODWIN | PROCTER Christopher E. Palmer Goodwin Procter LLP
202.346.4253 Counselors at Law
cpalmer@ 901 New York Avenue, N.W.
goodwinprocter.com Washington, D.C. 20001
T: 202.346.4000
F: 202.346.4444
December 16, 2008
Via EDGAR
Sonny Oh, Esquire
Office of Insurance Products
Division of Investment Management
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
Re: AXA Equitable Life Insurance Company
Separate Account A
EQUI-VEST 201 Variable Annuity Contract
Initial Registration Statement filed on Form N-4
File Nos. 333-153809 and 811-01705
Dear Sonny,
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
filing. We first set forth each specific staff comment and then provide our
response. The page numbers in the comments refer to the courtesy copy that we
provided to the staff with the initial filing. The page numbers in our responses
refer to the courtesy copy that we provided to the staff with the pre-effective
amendment.
PRODUCT DESIGN CHANGES
To provide context for our responses, we first describe three product design
changes that are reflected in the pre-effective amendment.
1. ROLL-UP INCOME BASE. The product design has been modified to reflect a
revised Roll-Up Income Base of 4% (2% for amounts in the loan reserve
account). Previously, the Roll-Up Income Base was 5% (2.5% for amounts in
the loan reserve account).
2. GWBL APPLICABLE PERCENTAGE. The product design has been modified to reflect
revised Applicable percentages in connection with the Guaranteed withdrawal
benefit for life. The Applicable percentages for ages 55-59 are 3% for
Single life and 2.5% for Joint life. The Applicable percentage for ages 59
1/2 and older are 4% for Single
GOODWIN | PROCTER
Sonny Oh, Esquire
December 16, 2008
Page 2
life and 3.5% for Joint life. Previously, the Single life and Joint life
Applicable percentages for both age bands were 1% greater.
3. DISTRIBUTORS OF THE CONTRACTS. The product will be distributed solely
through the Company's retail distribution channel, AXA Advisors, LLC.
Previously, the product was to be distributed through both AXA Advisors, LLC
and the Company's wholesale distribution broker-dealer, AXA Distributors,
LLC.
GENERAL
COMMENT 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 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 1
The Company does not have any agreement with any third party providing a
guarantee of the particular benefits or guarantees under the contracts. The
Company, however, does have standard mortality reinsurance arrangements with
reinsurance companies with respect to the Company's business generally. The
Company remains primarily responsible for paying out on any benefits or
guarantees associated with the contracts, regardless of such reinsurance. The
Company does not have any agreement with any third party providing any
commitment or guarantee of capital support for the Company.
PROSPECTUS
COMMENT 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.
RESPONSE 2
We have added the following disclosure as the last sentence of the paragraph
following the list of variable investment options on the front cover page:
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Sonny Oh, Esquire
December 16, 2008
Page 3
Currently, there are six GWBL variable investment options - the five AXA
Allocation Portfolios and the EQ/Franklin Templeton Founding Strategy
Portfolio.
COMMENT 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.
RESPONSE 3
We have reviewed the "Index of key words and phrases" and have either provided
an enhanced definition for certain items or replaced certain page references
with more appropriate ones.
COMMENT 4 - FEE TABLE (PAGE 10)
COMMENT 4(a)
Please clarify what expenses compose "Other Expenses" in the third table.
RESPONSE 4(a)
We have added the footnote below to the fee table that, in general, repeats the
disclosure for "Other Expenses" that is currently found in the Charges and
Expenses section of the Prospectus. See page 12.
This charge, together with the annual administrative charge, is to
compensate us for providing administrative and financial accounting services
under the contracts.
COMMENT 4(b)
Please clarify generally in footnote 1 the extent to which the withdrawal charge
changes over time.
RESPONSE 4(b)
We have revised footnote 1 on page 12 to include the following disclosure
regarding the extent to which the withdrawal charge changes over time:
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Sonny Oh, Esquire
December 16, 2008
Page 4
For each contribution, we consider the contract year in which we receive
that contribution to be "contract year 1." The withdrawal charge percentage
we use is 5% for contract years 1 through 6. For contract years 7 and later,
the withdrawal charge percentage is 0%.
COMMENT 4(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 all premiums paid at issue are allocated to the GWBL rider.
RESPONSE 4(c)
If a contract owner were to allocate his or her entire contribution to the GWBL
variable investment options, the initial GWBL income base would equal the GWBL
account value. We have revised current footnote (8) on page 12 to include the
following disclosure:
If you were to allocate your full initial contribution to the GWBL variable
investment options, your initial GWBL income base would equal your initial
GWBL account value.
COMMENT 4(d)
In footnote 6 to the fee table, please confirm and disclose if applicable
whether the pro-rating of the charge applies in any other situations, e.g.
annuitization of the contract.
RESPONSE 4(d)
Footnote (9) currently covers when we make the deduction of the charge for the
Guaranteed withdrawal benefit for life. We confirm that a pro rata portion of
the charge is deducted only under the circumstances currently described in that
footnote - either contract surrender or the payment of a death benefit. We have,
however, added a new footnote (below) on page 12 in connection with the annual
administrative charge that clarifies when we will deduct a pro rata portion of
that charge.
If the contract is surrendered or annuitized, or a death benefit is paid on
any date other than a contract anniversary, we will deduct a pro rata
portion of the annual administrative charge for that year.
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December 16, 2008
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COMMENT 4(e)
For the lowest and highest portfolio operating expenses 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.
RESPONSE 4(e)
The Company confirms that the presentation of the lowest and highest portfolio
operating expenses on page 11 is in compliance with General Instruction 17(a)
and takes into account portfolios structured as funds-of-funds.
COMMENT 4(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.
RESPONSE 4(f)
The Company confirms that the example on pages 14 and 15 reflects the highest
combination of applicable contract charges.
COMMENT 4(g)
Please revise the location of footnote 12 to identify each of the funds to which
the [footnote] applies.
RESPONSE 4(g)
Current footnote (15) of the fee table on page 12 provides detailed information
for the information provided in the "Fee Waivers and/or Expense Reimbursement"
column. We have included the reference to the footnote in the heading for the
column, which we believe to be the most effective presentation. In particular,
the text of footnote 12 specifically describes the information in the column,
including the meaning of a dash, a notation of "0.00%," and a specific number.
We believe that a reader interested in understanding the column would first look
to the column heading and, if that did not provide sufficient information, the
reader would look to the footnote noted in the column heading. We think it would
be less helpful to readers to provide a reference to footnote 12 in connection
with particular portfolio names on the left portion of the chart. We also note
that the footnote presentation is consistent with all of the other columns in
the chart, including the "Acquired Fund Fees and Expenses (Underlying
Portfolios)," which also includes numbers for some portfolios but not for
others.
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Sonny Oh, Esquire
December 16, 2008
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COMMENT 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.
RESPONSE 5
We have removed the condensed financial information from the prospectus based on
Instruction 1 to Item 4(a), which provides that "Information need not be
provided for any class of accumulation units of the Registrant derived from
contracts that are currently offered for sale by means of a different
prospectus." Because the contracts offered by this prospectus have not yet been
sold, no class of accumulation units have yet been derived from the contracts
offered by this prospectus.
COMMENT 6 - CONTRACT FEATURES AND BENEFITS (PAGE 16)
COMMENT 6(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 participants.
RESPONSE 6(a)
We have added the following to the end of the first paragraph under "Types of
contracts" on the cover page:
We may offer the contract as an individual annuity contract or as an
interest under a group annuity contract.
In addition, we have revised the footnote on page 2 to read as follows:
When we addressed the reader of this prospectus with words such as "you" and
"your," we mean the person who has the right or responsibility that the
prospectus is discussing at that point, which is generally the employee.
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Sonny Oh, Esquire
December 16, 2008
Page 7
COMMENT 6(b) - WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT (PAGE 17)
COMMENT 6(b)(i.)
The first sentence of the second paragraph states that "[u]nder certain TSA
contracts, you may allocate amounts to the GWBL variable investment options.
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.
RESPONSE 6(b)(i.)
TSA Contract owners with the Guaranteed withdrawal benefit available to them
under their contracts have to option of allocating all or a portion of their
contributions to the GWBL investment options. By doing so, they are activating
the GWBL benefit. The contract owner does not have an obligation under the
contract to make continuing contributions to the GWBL variable investment
options. We have revised the disclosure in this section of the prospectus to
address this point. See page 18. Similar disclosure in other sections of the
prospectus has been revised as well.
Under certain TSA contracts, you have the option of allocating amounts to
the GWBL variable investment options. The amounts that you allocate to the
GWBL variable investment options may represent all or just a portion of your
contribution. In other words, you do not have to allocate the full amount of
any contribution to the GWBL variable investment options. Through your
allocation instructions to us, you can select among the GWBL variable
investment options and non-GWBL investment options available to you. Also,
if you allocate amounts to the GWBL variable investment options, you may
later decide to change your allocation instructions in order to increase,
decrease or stop future allocations to these investment options.
By allocating any portion of your contribution amount to the GWBL variable
investment options, you are activating the Guaranteed withdrawal benefit for
life ("GWBL") feature in your contract. This is the only way in which you
can activate this benefit. No other action is required of you. If you do not
wish to activate the GWBL feature, you should not allocate any amount to the
GWBL variable investment options. All amounts allocated to the GWBL variable
investment options are subject to the terms and conditions of the GWBL
feature. Also, please note that there is a separate charge for the GWBL
feature.
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December 16, 2008
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Once you allocate amounts to the GWBL variable investment options, such
amounts may be transferred among the GWBL variable investment options, but
may not be transferred to the non-GWBL investment options. The GWBL feature
is discussed in detail later in this section, "Contract features and
benefits," under "Guaranteed withdrawal benefit for life ("GWBL").
COMMENT 6(b)(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 investments 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.
RESPONSE 6(b)(ii.)
In order to elect the Guaranteed withdrawal benefit for life, a contract owner
must provide the Company with instructions indicating allocations to one or more
of the GWBL variable investment options. There is no other administrative form
or notification that is required. The revised disclosure in Response 6(b)(i.)
above addresses this point.
The Company's application forms and other administrative forms (e.g., transfer
request forms, allocation change forms) have been developed so that instructions
for allocation to the GWBL variable investment options are clearly separated
from instructions for allocations to the other investment options under the
contract. Also, we include disclosure on those forms that describes the GWBL,
similar to that in the prospectus.
We have added the following cross-reference to footnote 2 on the front cover
page:
For more information, see "What are you investment options under the
contract?" later in this prospectus.
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Sonny Oh, Esquire
December 16, 2008
Page 9
COMMENT 6(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.
RESPONSE 6(c)
We have added the following to the end of the third paragraph under Guaranteed
Interest Option on page 23:
There is no market value adjustment deduction in connection with any
transfer of account value out of a guaranteed interest option due to changes
in interest rates. A withdrawal from the contract itself, however, may
result in a withdrawal charge. For more information, see "Withdrawal charge"
later in this prospectus.
COMMENT 6(d) - SELECTING YOUR INVESTMENT METHOD (PAGE 21)
COMMENT 6(d)(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.
RESPONSE 6(d)(i.)
We have removed the text as a footnote and have revised it as follows on page
24:
The Target Allocation investment options are expected to invest more heavily
in fixed income securities as they approach their respective target dates,
and thereafter. As each Target Allocation investment option reaches its
respective target date, we reserve the right to make it a group "B"
investment option. Please note that if you select the "Maximum transfer
flexibility" method, and have you allocate any contributions or account
value to any of the Target Allocation investment options, you will be deemed
to have changed to the "maximum investment option choice" method. This
change to your investment method will occur when you change your allocation
instruction to include the Target Allocation or when you make a transfer to
a Target Allocation investment option that has been reassigned. We will
notify you of this change in writing. Please note that if this change
occurs, the number of variable investment options available to you will
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Sonny Oh, Esquire
December 16, 2008
Page 10
increase. In other words, the "B" investment options will be available to
you. However, your ability to transfer out of the guaranteed interest option
will be limited.
If you select the "maximum transfer flexibility" method but have not
included any of the Target Allocation investment options among your initial
allocations, you will not be changed to the alternate method but those
options will no longer be available to you.
COMMENT 6(d)(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.
RESPONSE 6(d)(ii.)
In response to the staff's comment, we have added the following disclosure to
the section entitled "Contracts with the Guaranteed withdrawal benefit for life
(TSA only)" on pages 24 and 25:
The investment methods discussed above apply only to your non-GWBL amounts.
If you allocate account value to the GWBL variable investment options, you
may select either investment method for your non-GWBL account value.
The amounts you allocate to the GWBL variable investment options may
represent all, or a portion of, your contribution. Also, if you allocate
amounts to the GWBL variable investment options, you may later decide to
change your allocation instructions in order to increase, decrease or stop
allocations to these investment options. All of the GWBL variable investment
options we currently offer are available to you under both investment
options.
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December 16, 2008
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COMMENT 6(d)(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.
RESPONSE 6(d)(iii.)
See response to 6(d)(i.).
COMMENT 6(d)(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.
RESPONSE 6(d)(iv.)
We have added the following disclosure in "Contract features and benefits" on
page 23 that describes the account for special dollar cost averaging.
ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING
The account for special dollar cost averaging is part of our general
account. We pay interest at guaranteed rates in this account. We will credit
interest to the amounts that you have in the account for special dollar cost
averaging every day. We set the interest rates periodically, according to
the procedures that we have. We reserve the right to change these
procedures.
We guarantee to pay our current interest rate that is in effect on the date
that your contribution is allocated to this account. The guaranteed rate in
effect on the contract date for each of the time periods available will be
shown in your contract. The rate will never be less that the lifetime
minimum rate for the guaranteed interest option. See "Allocating your
contributions" below for rules and restrictions that apply to the special
dollar cost averaging program.
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December 16, 2008
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COMMENT 6(e) - GUARANTEED WITHDRAWAL BENEFIT FOR LIFE ("GWBL")(AVAILABLE FOR TSA
CONTRACTS ONLY) (PAGE 23)
COMMENT 6(e)(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 age 59 1/2 and any limitations a TSA may have on one's
ability to take withdrawals to begin with.
RESPONSE 6(e)(i.)
Under the contract with the Guaranteed withdrawal benefit for life, a contract
owner is not eligible to start taking GWBL withdrawals prior to reaching age 55.
If a contract owner is between the ages of 56 and 59 1/2, he or she must be
either disabled or separated from service. In either case, there are exceptions
to the penalty for pre-59 1/2 withdrawals under the provisions of the Internal
Revenue Code.
COMMENT 6(e)(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.
RESPONSE 6(e)(ii.)
We have revised the last sentence in this section on page 27 as follows:
If you have an outstanding loan that was taken from your GWBL account value,
amounts in the loan reserve account are also credited with daily interest,
but at an annual effective rate of 2%, not 4%.
COMMENT 6(e)(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.
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December 16, 2008
Page 13
RESPONSE 6(e)(iii.)
We have revised the first paragraph under "Effect of GWBL Excess withdrawals" on
page 27 to read as follows:
A GWBL Excess withdrawal is caused when you withdraw more than your
Guaranteed annual withdrawal amount in any contract year from your GWBL
account value. Once a withdrawal (including a hardship withdrawal or a
withdrawal due to disability) causes cumulative withdrawals from your GWBL
account value in a contract year to exceed your guaranteed annual withdrawal
amount, the entire amount of the withdrawal and each subsequent withdrawal
in that contract year are considered GWBL Excess withdrawals. Withdrawals
from your non-GWBL account value are not considered when calculating GWBL
Excess withdrawals. In other words, you may make withdrawals from your
non-GWBL account value without triggering a GWBL Excess withdrawal.
COMMENT 6(e)(iv.)
Please note typo in second sentence of second paragraph on page 25.
RESPONSE 6(e)(iv.)
We have changed "life or your contract" to "life of your contract" in the third
paragraph on page 27.
COMMENT 6(e)(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.
RESPONSE 6(e)(v.)
We have added the following after the third paragraph on page 27:
Any withdrawal, whether or not it is a GWBL Excess withdrawal, reduces your
minimum death benefit, however, your non-GWBL account value does not change
depending on whether or not the withdrawal is a GWBL Excess withdrawal. See
"Payment of death benefit" later in this prospectus.
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December 16, 2008
Page 14
A withdrawal from your non-GWBL account value is never a GWBL Excess
withdrawal and it does not affect the calculation of any GWBL Excess
withdrawal, your GWBL income base or your Guaranteed annual withdrawal
amount.
COMMENT 6(f) - YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS (PAGE 26)
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.
RESPONSE 6(f)
We have confirmed that upon the exercise of a "free look" in a return of account
value jurisdiction, the contract owner will receive interest (credited daily) to
amounts allocated to the guaranteed interest account and the account for special
dollar cost averaging. The disclosure on page 29 has been revised accordingly.
For contributions allocated to the guaranteed interest option and the
account for special dollar cost averaging, your refund will equal the amount
of the contributions, plus any interest credited.
COMMENT 7 - DETERMINING YOUR CONTRACT'S VALUE (PAGE 27)
COMMENT 7(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.
RESPONSE 7(a)
We have replaced that sentence with the following on page 30:
The value of your units, however, will be reduced by the amount of expenses
deducted from the separate account, which are discussed in "Charges and
expenses" later in this prospectus.
COMMENT 7(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.
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December 16, 2008
Page 15
RESPONSE 7(b)
We have revised the disclosure as follows on page 33:
However, if the program can be established, once in effect, our restrictions
on transfers out of the guaranteed interest option will be waived for the
rebalancing transfers.
COMMENT 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.
RESPONSE 8
We have revised the disclosure on page 23 to provide this cross-reference and
remove the general disclosure about the ability to make unrestricted transfers.
COMMENT 9 - ACCESSING YOUR MONEY (PAGE 31)
COMMENT 9(a)
Please clarify whether investors taking required minimum distributions may
qualify for the automatic payment plan.
RESPONSE 9(a)
We have added disclosure as a new third paragraph under "Automatic payment
plans" on page 34:
Our automatic payment plans are available to you if you are taking
withdrawals to help you meet lifetime required minimum distributions under
federal income tax rules. To best meet your needs, you should consider using
an automatic payment plan in conjunction with our required minimum
distribution (RMD) automatic withdrawal option. The RMD automatic withdrawal
option is described later in this section.
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December 16, 2008
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COMMENT 9(b)
Please reconcile the last two sentences of the first full paragraph on page 33
and clarify what is intended through an example.
RESPONSE 9(b)
We have added the following example to the prospectus on page 36 to demonstrate
the calculation of the RMD amount through our RMD automatic withdrawal option
when a contract owner takes an additional withdrawal during the contract year.
For example, assume the following: (a) you are age 89 with 100% of your
account value allocated to the GWBL variable investment options; (b) your
GWBL Income Base is $60,000, and your Guaranteed Annual Withdrawal Amount is
$2,400 ($60,000 x 4%); and (c) you take an additional partial withdrawal
that is not part of the RMD automatic withdrawal option of $400 from your
GWBL account value on July 1st.
In addition, assume for RMD purposes that your account value on December
31st of the prior calendar year was $60,000. We will make a payment of
$4,580 in December that will equal the RMD amount less all withdrawals made
through November 30th ($4,580 = $60,000 x 8.3% - $400). This payment will be
deducted from your GWBL account value and will not be treated as a GWBL
Excess withdrawal but any future withdrawals from the GWBL account value in
the same contract year may be treated as GWBL Excess withdrawals.
COMMENT 9(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.
RESPONSE 9(c)
When a TSA contract owner's loan defaults, there is a distribution made under
the contract for Federal income tax purposes. A contract owner may, in fact,
make GWBL withdrawals after the loan defaults, however, the distribution will be
considered in assessing whether future withdrawals will be considered GWBL
Excess withdrawals.
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Page 17
We have revised the disclosure in the third paragraph of this section on page 38
as follows:
If you have defaulted (failed to repay as required) a loan, we will treat
the unpaid loan balance (plus any unpaid loan interest that is due) as a
deemed distribution and withdrawal from the contract. That withdrawal, to
the extent it is made from the GWBL account value, will be treated like any
other withdrawal for purposes of calculating GWBL Excess withdrawals. See
"Effect of GWBL Excess withdrawals" in "Contract features and benefits"
earlier in this prospectus. Loan defaults and withdrawals may have adverse
tax consequences. See "Distributions from TSAs" in "Tax Information" later
in this prospectus.
COMMENT 9(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.
RESPONSE 9(d)
See Response 9(c).
COMMENT 9(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.
RESPONSE 9(e)
We confirm that this section of the prospectus covers all circumstances in which
the contract may be termination. Also, we have revised the disclosure under Item
(2) in the "Termination" section of the prospectus on page 38 as follows:
(2) you request a partial withdrawal that reduces your account value to an
amount less than $500 (except if you have activated the GWBL feature in your
contract (TSA contracts only).
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GOODWIN | PROCTER
Sonny Oh, Esquire
December 16, 2008
Page 18
COMMENT 9(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."
RESPONSE 9(f)
We have added the following disclosure to the prospectus, immediately following
"Selecting an annuity payout option" on page 39:
ANNUITY MATURITY DATE
Your contract has a maturity date by which you must either take a lump sum
payment or select an annuity payout option. The maturity date is based on
the age of the original annuitant at contract issue and cannot be changed,
even if you name a new annuitant. The maturity date is generally the
contract date anniversary following the annuitant's 95th birthday. We will
send a notice with the annual statement one year prior to the maturity date.
COMMENT 10 - CHARGES AND EXPENSES (PAGE 37)
COMMENT 10(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."
RESPONSE 10(a)
We have added a bulleted statement on page 41 to address the charge for the
Variable Immediate Annuity.
COMMENT 10(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.
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GOODWIN | PROCTER
Sonny Oh, Esquire
December 16, 2008
Page 19
RESPONSE 10(b)
We have added the following footnote to the fee table on page 12 :
(2) Depending on your Employer's plan, we may be instructed to deduct a plan
operating expense charge from your account value for administrative and
record-keeping services related to the contract. The charge is determined
through an arrangement between your Employer and a third-party. Please refer
to your contract for more information.
COMMENT 11
Please confirm that beneficiary continuation, as discussed on page 41, is
permitted under a TSA or EDC plan.
RESPONSE 11
The beneficiary continuation option is available for both EDC and TSA contracts.
We have added this statement in the last paragraph of the main introductory
section, "Beneficiary continuation option" on page 46.
COMMENT 12 - TAX INFORMATION (PAGE 44)
Please confirm that disclosure is current and otherwise complies with the
disclosure requirements of Item 12.
RESPONSE 12
The Company confirms that the tax disclosure is current and meets the
requirements of Item 12.
COMMENT 13 - MORE INFORMATION (PAGE 56)
COMMENT 13(a)
Under "Business day," please expand the bullet list to include transaction
requests.
RESPONSE 13(a)
Transaction requests are currently covered in the first bulleted statement under
"Business day" on page 60:
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GOODWIN | PROCTER
Sonny Oh, Esquire
December 16, 2008
Page 20
o If your contribution, transfer or any other transaction request
containing all the required information...
COMMENT 13(b)
If applicable, please update "About legal proceedings" on page 56 as
appropriate.
RESPONSE 13(b)
The Company confirms that the "About legal proceedings" disclosure has been
updated as appropriate.
STATEMENT OF ADDITIONAL INFORMATION
COMMENT 14
Please confirm the accuracy of disclosure provided under "Who is AXA Equitable?"
RESPONSE 14
We have revised the disclosure in this section to conform with the disclosure in
the prospectus. The Company confirms that the disclosure is accurate.
COMMENT 15
Please confirm the relevance of section "Calculation of annuity payments" given
that the contract only offers fixed annuity options.
RESPONSE 15
We have removed the "Calculation of annuity payments" section from the SAI
because the contract offers only fixed annuity options.
PART C
COMMENT 16 - ITEM 24 FINANCIAL STATEMENTS AND EXHIBITS
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GOODWIN | PROCTER
Sonny Oh, Esquire
December 16, 2008
Page 21
COMMENT 16(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.
RESPONSE 16(a)
The Company confirms that all required exhibits relating to this registration
statement have been included in the pre-effective amendment filing.
COMMENT 16(b)
Please explain to the staff the basis for providing exhibit 10(b).
RESPONSE 16(b)
We have removed Exhibit 10(b).
COMMENT 16(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.
RESPONSE 16(c)
We believe that the powers of attorney filed as exhibits to the initial
registration statement meet the requirements of Rule 483(b) under the 1933 Act.
Each power of attorney includes a list of registration statements covered by the
power of attorney and includes the following item: "Form N-4 registration
statements to be filed in September 2008 for a new flexible premium annuity
contract under the EQUI-VEST(R) line of variable annuity products." The powers
of attorney were executed in mid-September, and the quoted item was included
with the specific intention of covering the contract which was ultimately named
EQUI-VEST 201 and included in this registration statement. At the time the
powers of attorney were prepared, the contract had not yet been named EQUI-VEST
201, and there was an intention to file the registration statement in September
2008. There were minor delays in preparing and executing the registration
statement, so ultimately it was filed on October 2, 2008, rather than in
September, as originally intended. Despite that delay, the reference in the
power of attorney was specifically intended to cover this registration
statement. In light of these facts, we believe that the powers of attorney
"relate to a specific filing" and therefore meet the requirements of Rule 483(b)
under the 1933 Act.
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GOODWIN | PROCTER
Sonny Oh, Esquire
December 16, 2008
Page 22
COMMENT 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.
RESPONSE 17
With approval of the EQUI-VEST 201 policy forms in Texas, we will add disclosure
in the Appendix to the prospectus regarding the Texas Optional Retirement
Program. The Company confirms that all other applicable state variations will be
disclosed in the Appendix to the prospectus.
COMMENT 18 - FINANCIAL STATEMENTS, EXHIBITS, AND CERTAIN OTHER INFORMATION
Any financial statements, exhibits, and any other required disclosure not
included in the registration statement must be filed by pre-effective amendment
to the registration statement.
RESPONSE 18
The Company confirms that all required financial statements, exhibits and any
other required disclosure has been included in the pre-effective amendment
filing.
* * * * *
The registrant is filing with the Commission a letter including Tandy
representations requested by the staff with the pre-effective amendment.
Please contact me with any questions on the Company's response to the staff's
comments. We appreciate your assistance with this filing.
Yours truly,
/s/ Christopher E. Palmer
Christopher E. Palmer
CEP:am
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GOODWIN | PROCTER
Sonny Oh, Esquire
December 16, 2008
Page 23
cc: William Evers, AXA Equitable
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