[GOODWIN PROCTER LLP LETTERHEAD]
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
August 20, 2009
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 FP
Incentive Life Legacy II Contract
Post-Effective Amendment No. 4 filed on Form N-6 (the "Amendment")
File Nos. 811-04335 and 333-134307
Dear Sonny,
On behalf of AXA Equitable Life Insurance Company ("AXA Equitable" or the
"Company"), we respond below to certain comments of the SEC staff on the
above-referenced Amendment. Pursuant to our subsequent conversations, we are
supplementing our responses to certain comments included in the letter we filed
on July 29, 2009. We repeat the staff comment and then provide our supplemental
response. We have not repeated the comments for which we are not providing
supplemental responses.
PROSPECTUS
COMMENT 5F
In footnote 10 for the Loan interest spread, please describe with specificity
the rates paid and received.
SUPPLEMENTAL RESPONSE 5F
The rate is the greater of (a) 3% or (b) the "Monthly Average Corporate" yield
published by Moody's Corporate Bond Yield Averages for the month that ends two
months before the interest rate is set. The interest rate spread, however, will
not exceed 1%. This is disclosed under "Loan interest we charge" in "Accessing
your money," and footnote 10 has been revised to state the following:
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August 20, 2009
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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 rate is the greater of (a) 3% or (b) the "Monthly Average
Corporate" yield published by Moody's Corporate Bond Yield Averages for
the month that ends two months before the interest rate is set. The
loan interest spread is the excess of the interest rate we charge over
the interest rate we credit, which will not exceed 1%. For more
information on the maximum rate see "Borrowing from your policy - Loan
interest we charge" in "Accessing your money" later in this prospectus.
COMMENT 5G
Footnote 6 to the portfolio fee table on page 9 indicates that AXA Equitable may
be reimbursed for any fees waived pursuant to any expense limitation agreements.
Please disclose how long after an expense has been waived a reimbursement may be
sought.
SUPPLEMENTAL RESPONSE 5G
The following disclosure has been added to footnote 6 as the sixth sentence. A
"+" has been placed next to the following portfolios in the fee table above
footnote 6: EQ/BlackRock International Value, EQ/Capital Guardian Growth,
EQ/Evergreen Omega, EQ/JPMorgan Value Opportunities, EQ/Large Cap Core PLUS, and
EQ/Mid Cap Value PLUS.
AXA Equitable may be reimbursed the amount of any such payments or
waivers in the future provided that the payments or waivers are
reimbursed within three years (or five years for certain portfolios, as
indicated by a "+" in the above table) of the payment or waivers being
made and the combination of the portfolio's expense ratio and such
reimbursements do not exceed the portfolio's expense cap.
COMMENT 6BII RISK/BENEFIT SUMMARY: POLICY FEATURES, BENEFITS AND RISKS
Please include an example in plain English as to when the guideline premium test
results in a higher death benefit.
Please include an example in plain English as to the effect of the cash value
accumulation test.
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August 20, 2009
Page 3
SUPPLEMENTAL RESPONSE 6BII
The following has been added as the new third paragraph under "Alternative
higher death benefit in certain cases":
For example, if you select the guideline premium test, if the insured
is age 65 at the time of death and has a policy with the face amount of
$100,000, an account value of $85,000, and a death benefit percentage
of 120%, then the death benefit under Option A is the alternative death
benefit of $102,000 and the death benefit under Option B is the death
benefit of $185,000. For more details regarding how we calculate that
death benefit under Option A and Option B, please see "Appendix II:
Calculating the alternate death benefit" later in this prospectus.
The following has been added as the new fifth paragraph under "Alternative
higher death benefit in certain cases":
For example, if you select the cash value accumulation test, if the
insured is age 65 at the time of death and has a policy with the face
amount of $100,000, an account value of $85,000, and a death benefit
percentage of 185.7%, then the death benefit under Option A is the
alternative death benefit of $157,845 and the death benefit under
Option B is the death benefit of $185,000. For more details regarding
how we calculate that death benefit under Option A and Option B, please
see "Appendix II: Calculating the alternate death benefit" later in
this prospectus.
The following has been added to Appendix II to demonstrate how we calculate the
death benefit under Option A and Option B for an insured with two policies that
have the same face amount, but different account values:
Calculation of the alternate death benefit if the guideline premium
test is selected:
The following examples demonstrate how we calculate the death benefit
under Option A and Option B. The examples show an insured under two
policies with the same face amount, but account values vary as shown.
We assume that each insured is age 65 at the time of death and that
there is no outstanding debt. We also assume that the owner selected
the guideline premium test. Policy 1 shows what the death benefit would
be for a policy with low account value. Policy 2 shows what the death
benefit would be for a policy with a higher account value.
The alternate death benefit is equal to the policy account value times
the death benefit percentage. If the account value in your policy is
high enough, relative to the face
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Sonny Oh, Esquire
August 20, 2009
Page 4
amount, the life insurance benefit will automatically be greater than
the Option A or Option B death benefit you have selected. In the
example below, the alternate death benefit for Policy 1 is $42,000
($35,000 x 120%) and the alternate death benefit for Policy 2 is
$102,000 ($85,000 x 120%). The basic death benefit under Option A is
equal to the face amount on the date of death. If the owner of Policy 1
elected Option A, the death benefit would equal the face amount, since
the alternate death benefit amount ($42,000) is less than the face
amount ($100,000). If the owner of Policy 2 elected Option A, the death
benefit would be the alternate death benefit, since the alternate death
benefit ($102,000) is greater than the face amount ($100,000). The
basic death benefit under Option B is equal to the face amount plus the
policy account value on the date of death. Based on the example below,
the basic death benefit under Option B is greater than the alternate
death benefit for both Policy 1 (since $135,000 is greater than
$42,000) and Policy 2 (since $185,000 is greater than $102,000).
- -------------------------------------------------------------------------------
Policy 1 Policy 2
- -------------------------------------------------------------------------------
Face Amount $ 100,000 $ 100,000
- -------------------------------------------------------------------------------
Policy Account Value on the Date of Death $ 35,000 $ 85,000
- -------------------------------------------------------------------------------
Death Benefit Percentage 120% 120%
- -------------------------------------------------------------------------------
Death Benefit under Option A $ 100,000 $ 102,000
- -------------------------------------------------------------------------------
Death Benefit under Option B $ 135,000 $ 185,000
- -------------------------------------------------------------------------------
Calculation of the alternate death benefit if the cash value
accumulation test is selected:
The following examples demonstrate how we calculate the death benefit
under Option A and Option B. The examples show an insured under two
policies with the same face amount, but account values vary as shown.
We assume that each insured is age 65 at the time of death, is a male
preferred non-tobacco user, and that there is no outstanding debt. We
also assume that the owner selected the cash value accumulation test.
Policy 1 shows what the death benefit would be for a policy with low
account value. Policy 2 shows what the death benefit would be for a
policy with a higher account value.
The alternate death benefit is equal to the policy account value times
a death benefit percentage which will be specified in your policy, and
which varies based upon the insured's attained age, sex and risk class.
If the account value in your policy is high
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August 20, 2009
Page 5
enough, relative to the face amount, the life insurance benefit will
automatically be greater than the Option A or Option B death benefit
you have selected. In the example below, the alternate death benefit
for Policy 1 is $64,995 ($35,000 x 185.7%) and the alternate death
benefit for Policy 2 is $157,845 ($85,000 x 185.7%). The basic death
benefit under Option A is equal to the face amount on the date of
death. If the owner of Policy 1 elected Option A, the death benefit
would equal the face amount, since the alternate death benefit amount
($64,995) is less than the face amount ($100,000). If the owner of
Policy 2 elected Option A, the death benefit would be the alternate
death benefit, since the alternate death benefit ($157,845) is greater
than the face amount ($100,000). The basic death benefit under Option B
is equal to the face amount plus the policy account value on the date
of death. Based on the example below, the basic death benefit under
Option B is greater than the alternate death benefit for both Policy 1
(since $135,000 is greater than $64,995) and Policy 2 (since $185,000
is greater than $157,845).
- -------------------------------------------------------------------------------
Policy 1 Policy 2
- -------------------------------------------------------------------------------
Face Amount $ 100,000 $ 100,000
- -------------------------------------------------------------------------------
Policy Account Value on the Date of Death $ 35,000 $ 85,000
- -------------------------------------------------------------------------------
Death Benefit Percentage 185.7% 185.7%
- -------------------------------------------------------------------------------
Death Benefit under Option A $ 100,000 $ 157,845
- -------------------------------------------------------------------------------
Death Benefit under Option B $ 135,000 $ 185,000
- -------------------------------------------------------------------------------
COMMENT 9 CONSENT TO JURISDICTION (PAGE 47)
Please explain to the staff why the Company is reaching for personal
jurisdiction in states beyond where the policy may have been sold.
SUPPLEMENTAL RESPONSE 9
The Company confirms that the consent to jurisdiction provision was not intended
to establish personal jurisdiction over the policy owner in states other than
the state where the application was signed and the policy issued. Instead, the
provision was intended to address certain limited circumstances involving
subsequent foreign owners of the policy who do not reside in the United States
and who seek to institute litigation involving the policy outside the
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[GOODWIN PROCTER LLP LETTERHEAD]
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August 20, 2009
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United States. The Company has determined that the provision is not material,
and therefore has determined to delete it in the prospectus.
* * * * *
The registrant will file with the Commission a letter including Tandy
representations requested by the staff with the further amendment.
Please contact me or Jena Leblang (202-346-4052) with any questions on the
Company's response to the staff's comments. We appreciate your assistance with
this Amendment.
Yours truly,
/s/ Christopher E. Palmer
Christopher E. Palmer
CEP:am
cc: Jordan K. Thomsen, AXA Equitable
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