[AXA Equitable LOGO]
1290 Avenue of the Americas
New York, NY 10104
William J. Evers
Vice President & Counsel
212-314-5027 (Tel.)
212-314-3959 (Fax)
August 1, 2011
VIA EDGAR CORRESPONDENCE AND OVERNIGHT MAIL
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Ms. Alison White
United States Securities and Exchange Commission
Office of Insurance Products
Division of Investment Management
Mail Stop 8629
Washington, DC 20549-8629
RE: AXA Equitable Life Insurance Company (the "Company")
Separate Account A of AXA Equitable Life Insurance Company
EQUI-VEST(R) (Series 201) and EQUI-VEST(R) Strategies(SM) (Series 901)
Post-effective Amendment No. 6 to Registration Statement File Nos.
811-01705 and 333-153809
Post-effective Amendment No. 10 to Registration Statement File Nos.
811-01705 and 333-130988 (the "Amendments")
Dear Ms. White:
The purpose of this letter is to provide responses to the staff's oral comments
of July 12, 2011. We first set forth each specific staff comment and then
provide our response.
COMMENT 1 - GENERAL
Please clarify whether the new fee for loans is only for new contract owners. If
not, please explain the legal basis for applying the fee to existing contract
owners.
RESPONSE 1
The new loan provision in both contracts is for contract owners in new plans
established on or after September 18, 2011. The loan provision will not apply to
existing contract owners or new contract owners in plans that were established
prior to September 18, 2011.
COMMENT 2 - FEE TABLE
Please state the maximum loan interest rate or loan interest spread in the fee
table.
RESPONSE 2
For the reasons stated below, we feel that it would be inappropriate to reflect
either a loan interest spread or a maximum loan interest rate in the "Fee
table".
In the current EQUI-VEST(R) (Series 201) and EQUI-VEST(R) Strategies(SM) (Series
901) contracts, there is a "Net loan interest charge" reflected in the "Fee
table." The net loan interest charge is easily definable because it is the
excess between the interest rate we charge over the interest rate we credit to
the loan reserve account. However, under the new loan provision, loan amounts
are treated as withdrawals from the contract and not transferred to a loan
reserve account. Since there is no loan reserve account, there is neither a "net
loan interest charge" nor a "loan interest spread".
With respect to a maximum loan interest rate, the Company does not establish the
maximum loan interest rate applicable to a contract owner in most cases. Rather
the employer establishes the maximum loan interest rate. Our contracts provide
for a default maximum loan interest rate, but we feel that stating this default
provision in the "Fee table" may be confusing and misleading since it may not be
the maximum applicable to a particular contract owner.
Since there is no maximum loan interest rate to include in the "Fee table", we
have included disclosure in the "Loan" section instructing contract owners and
their employers in order to obtain both the maximum and current loan interest
rates.
Finally, we note that Item 3 of Form N-4 does not specifically require fee table
disclosure related to loans.
COMMENT 3
If the employer is charging interest outside of this security, please make this
clear.
RESPONSE 3
The above-referenced contracts do not contemplate situations where the interest
on an outstanding loan would be charged outside of the contracts. Loan principal
and interest is paid to AXA Equitable under the contracts.
COMMENT 4
For the EQUI-VEST(R) Strategies(SM) (Series 901) supplement, please revise so
that the investor knows to delete the "net loan interest charge" reference in
the "Index of key words and phrases"
RESPONSE 4
We have revised the supplement for EQUI-VEST(R) Strategies(SM) (Series 901) to
make this point clear.
* * *
On behalf of the Company and the Registrant, we hereby make the
representations below regarding the Amendments:
o The Company is responsible for the adequacy and accuracy of the
disclosure in the Amendments and the Registration Statements;
o Comments by the staff of the Securities and Exchange Commission (the
"Commission") or changes to disclosure in response to staff comments
on the Amendments do not foreclose the Commission from taking any
action with respect to the Amendments or the Registration Statements;
o The Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Please contact the undersigned at (212) 314-5027 if you have any questions or
comments.
Respectfully submitted,
AXA Equitable Life Insurance Company
By: /s/ William Evers
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William Evers
AXA Equitable Life Insurance Company
SUPPLEMENT DATED SEPTEMBER 19, 2011 TO THE CURRENT PROSPECTUS FOR EQUI-VEST(R)
(SERIES 201)
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This Supplement updates certain information in the most recent prospectus and
statement of additional information you received and in any supplements to the
prospectus and statement of additional information (collectively, the
"Prospectus"). You should read this Supplement in conjunction with the
Prospectus and retain it for future reference. Unless otherwise indicated, all
other information included in the Prospectus remains unchanged. The terms we
use in this Supplement have the same meaning as in the Prospectus. We will send
you another copy of any prospectus or supplement without charge upon request.
Please contact the customer service group referenced in the Prospectus.
The purpose of this Supplement is to replace the loan provision of the
EQUI-VEST(R) (Series 201) contract for all contracts issued under new plans
established on or after September 19, 2011. The section headings in this
Supplement correspond with the section headings in your Prospectus.
1. FEE TABLE -- "CHARGES THAT WE PERIODICALLY DEDUCT FROM YOUR ACCOUNT VALUE"
The reference to the "Net loan interest charge" and footnote (4) to the
table are deleted. The following is added to the table entitled "Charges we
deduct from your account value at the time you request certain
transactions" and a new footnote (4) is added:
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CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE AT THE TIME YOU REQUEST CERTAIN
TRANSACTIONS
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Plan loan charges(4) $25 maximum per loan when loan is made + $6.25
per quarter
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(4) The charges are expressed on a per plan participant basis.
2. DETERMINING YOUR CONTRACT'S VALUE -- "YOUR ACCOUNT VALUE AND CASH VALUE"
In this first paragraph, item (iv) is deleted. As a result, "account value"
is the total of (i) values you have allocated to the variable investment
options; (ii) the guaranteed interest option; and (iii) the account for
special dollar cost averaging.
In the second paragraph, item (iii) is deleted. As a result, at any time
before annuity payments begin, your contract's cash value is equal to the
account value, less (i) any applicable withdrawal charges; and (ii) the
total amount or a pro rata portion of the annual administrative charge.
3. TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS -- "REBALANCING YOUR
ACCOUNT VALUE"
The last paragraph in this section is deleted.
4. ACCESSING YOUR MONEY -- "LOANS"
This section is deleted in its entirety and replaced with the following:
LOANS
If the plan permits, loans are available under a 403(b) plan or governmental
employer 457(b) EDC plan. Loans are subject to limits and repayment timeframes
under federal income tax rules. Loans are also subject to the limits of the
plan. The loan rules under ERISA may apply to plans not sponsored by a
governmental employer. Federal income tax rules apply to all plans, even if the
plan is not subject to ERISA. You may borrow against your account value only
under a TSA contract or a contract issued under a governmental employer 457(b)
EDC plan. Loans under tax-exempt employer EDC plans are not available.
Your loan is also subject to our rules. We do not permit you to take a loan if
you elected a withdrawal option such as systematic withdrawals or the required
minimum distribution automatic withdrawal option is in effect. If you want a
loan, you may first have to cancel the withdrawal election. Also, if you have
an outstanding loan, we generally do not permit withdrawals or the election of
a withdrawal option such as systematic withdrawals or the required minimum
distribution automatic withdrawal option. If you want to take a partial
withdrawal or elect a withdrawal method, you may first have to repay the loan.
See the chart under "Method of withdrawal" in "Accessing your money" in the
Prospectus.
We do not limit the number of loans you can take and have outstanding at any
time. However, there may be a limit on the number of loans under an employer's
plan.
There are limits on the total unpaid balance of all your outstanding loans
under all plans of your employer. The amount available to be borrowed against
under your EQUI-VEST(R) (Series 201) contract is reduced if you have (i) an
outstanding balance of other loans under other funding vehicles under your
employer's plan, (ii) an outstanding balance of other loans under other plans
of your employer, (iii) recently repaid all or part of a loan; and/or (iv) ever
defaulted on a loan under any of your employer's plans. See "Tax information"
in the Prospectus and the loan request form.
Before we make a loan, you must properly complete and sign a loan request form.
Generally, the approval of the employer, its delegate or plan administrator
must also be demonstrated. Loan processing may not be completed until we
receive all information and approvals required to process
EV-201 NB x03601
the loan at our processing office. Please note that if we receive a properly
completed and signed loan request form (and any other information necessary to
complete the loan transaction) at our processing office on a business day prior
to the 27th of the month, your loan transaction will be effective on that
business day. If we receive a properly completed and signed loan request form
(and any other information necessary to complete the loan transaction) at our
processing office on a business day that is on the 27th of the month or later,
your loan will be processed on the first business day of the month following
the date it was received. In the case of certain TSA contracts subject to
ERISA, the written consent of your spouse will be required to obtain a loan and
the Plan Administrator needs to sign the loan form. In the case of governmental
employer EDC contracts, the loan must be approved by the contract owner;
generally, your employer, plan trustee, or the plan administrator as authorized
under the governmental employer plan. Please see the loan provisions stated in
the contract and read the terms and conditions in the loan request form
carefully and consult with a tax advisor before taking a loan. Also, see
Appendix I in your prospectus for any state rules that may affect loans from a
TSA or governmental employer EDC contract.
A loan will not be treated as a taxable distribution unless:
o it exceeds limits of federal income tax rules; or
o interest and principal are not paid when due; or
o in some instances, service with the employer terminates.
Taking a loan in excess of the Internal Revenue Code limits may result in
adverse tax consequences.
The tax consequences of failure to repay a loan when due are substantial, and
may result in severe restrictions on your ability to borrow amounts under any
plans of your employer in the future. See "Repaying a loan" below. Also, see
"Tax information" in the Prospectus.
LOAN INTEREST. We charge interest on loans under your contract. The loan
interest rate we charge is subject to the terms of your employer's plan. Also,
loan interest rates are subject to state requirements. To find out more about
current loan interest rates contact the person designated by your employer to
answer questions about your plan or your financial professional.
HOW LOANS ARE TAKEN FROM YOUR ACCOUNT VALUE. The amount of the loan will be
withdrawn from your contract, but no withdrawal charges will apply. A
withdrawal for a loan is also not taken into account in determining the 10%
free withdrawal amount. See "10% free withdrawal amount" in "Charges in
expenses" in the Prospectus for more information. On your loan request form,
you can specify the investment options from which the loan amount will be
taken. If you do not specify, the loan amount will be taken on a pro rata basis
from the variable investment options and guaranteed interest option in which
you have account value. If there is insufficient value in these investment
options, any remaining portion will be deducted from the account for special
dollar cost averaging. The number of units in your variable investment options
are decreased to reflect a loan.
REPAYING A LOAN. When you take a loan, we use the principal amount of the
loan, the loan interest rate and the term of the loan to determine the loan
repayment amount. How you repay a loan (for example, through payroll deduction
or by personal check sent to us) and the loan repayment frequency is your
employer's choice. Loan repayment may be accelerated on certain events (for
example, your retirement or transfer of amounts to another funding vehicle
under the plan). In very limited specified circumstances concerning leaves of
absence and with the documentation we require, loan repayment can be suspended.
Otherwise, loans must be repaid according to the repayment schedule to avoid
default. See "Tax information" in the Prospectus.
5. CHARGES AND EXPENSES -- "CHARGES THAT AXA EQUITABLE DEDUCTS"
The reference to the "net loan interest charge" is deleted and replaced
with the following:
o Loan set-up charge and annual loan record-keeping charge
In the subsection entitled "10% free withdrawal amount", the following is
added:
A withdrawal for a loan is not taken into account in determining the 10%
free withdrawal amount.
The subsection entitled "Net loan interest charge" is deleted and replaced
with the following:
LOAN SET-UP CHARGE. A $25 charge will be deducted from your account
value at the time a loan is taken. The charge is to compensate us for
administrative expenses associated with setting up the loan.
ANNUAL LOAN RECORD-KEEPING CHARGE. A $6.25 charge will be deducted from
your account value on the last Friday of each calendar quarter to
compensate us for record-keeping expenses associated with the loan. If
that Friday is a holiday, the charge will be deducted on the last business
day preceding that Friday. The charge will be deducted on a pro rata basis
from the variable investment options and the guaranteed interest option.
If those amounts are insufficient, we will deduct amounts from the account
for special dollar cost averaging.
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6. PAYMENT OF DEATH BENEFIT -- "YOUR BENEFICIARY AND PAYMENT OF BENEFIT"
In the subsection entitled "Death benefit", the description of the
"minimum death benefit" is deleted and replaced with the following:
The minimum death benefit is equal to your total contributions and loan
repayments (including loan interest paid), less the dollar amount of any
loans and adjusted for withdrawals and any withdrawal charges and any
taxes that apply.
EQUI-VEST(R) IS ISSUED BY AND IS A REGISTERED SERVICE MARK OF AXA EQUITABLE
LIFE INSURANCE COMPANY (AXA EQUITABLE).
CO-DISTRIBUTED BY AFFILIATES AXA ADVISORS, LLC AND AXA DISTRIBUTORS, LLC,
1290 AVENUE OF THE AMERICAS, NEW YORK, NY 10104.
COPYRIGHT 2011 AXA EQUITABLE LIFE INSURANCE COMPANY. ALL RIGHTS RESERVED.
AXA Equitable Life Insurance Company
1290 Avenue of the Americas
New York, NY 10104
212-554-1234
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