SEC Division of Investment Management staff letter: AXA Equitable Life Insurance Company

GOODWIN PROCTER Christopher E. Palmer Goodwin Procter LLP
202.346.4253 Counsellors at Law
cpalmer@goodwinprocter.com 901 New York Avenue NW Washington, DC 20001 T: 202.346.4000 F: 202.346.4444 Douglas J. Scheidt, Esq. Division of Investment Management Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: AXA Equitable Life Insurance Company Dear Mr. Scheidt:
On behalf of AXA Equitable Life Insurance Company ("AXA Equitable" or the "Company") and its Separate Accounts 3, 4,10,13,66,191,200 and 206 (the "Separate Accounts"), which are excluded from the definition of "investment company" pursuant to
Section 3(c)(11) of the Investment Company Act of 1940, as amended (the" 1940 Act"), we
hereby request that the staff of the Securities and Exchange Commission (the "Staff') provide its assurance that it would not recommend enforcement action under Section 6(b) of the Securities Act of 1933, as amended (the "1933 Act") against the Company or the Separate Accounts if the Company and the Separate Accounts use the fee payment mechanism pursuant to Section 24(1) of the 1940 Act and Rule 24f-2 thereunder for securities issued in connection with the Separate Accounts and registered under the 1933 Act. l As explained below, separate accounts relying on the exclusion of Section 3(c)(11) are permitted to rely on Forms N-3 and N-4 and rules otherwise available only to registered investment companies, and permitting the Company and the Separate Accounts to rely on the procedures under Section 24(1) would be consistent with the instructions to Forms N-3 and N-4 and with the purposes of Section 6(b) of the 1933 Act, Section 24(1) of the 1940 Act and Rule 24f-2 thereunder, and would further the orderly payment of 1933 Act registration fees.
I. Background
AXA Equitable issues certain group variable annuity contracts to certain pension, profit sharing or governmental plans (the "Contracts"). AXA Equitable currently maintains six Separate Accounts that are utilized to fund the benefits available under the Contracts.2 The Separate Accounts are not required to register as investment companies under the 1940 Act J This letter amends and restates the Company's previous submission to the Staff dated as of November 29,2007. 2 The Separate Accounts issue redeemable securities (as defined in Section 2(a)(32) of the 1940 Act). LIBW/1660946.8