[Federal Register Volume 83, Number 122 (Monday, June 25, 2018)]
[Notices]
[Pages 29596-29597]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-13500]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33126; 812-14734]


AXA Equitable Life Insurance Company, et al.

June 19, 2018.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of Application for an order approving the terms of certain 
offers of exchange pursuant to section 11 of the Investment Company Act 
of 1940, as amended (the ``1940 Act''). Applicants request an order 
approving the terms of certain offers of exchange between certain 
separate accounts supporting variable annuity contracts and certain 
registered open-end management investment companies.

Applicants: AXA Equitable Life Insurance Company (``AXA Equitable''), a 
New York stock life insurance company; Separate Account A of AXA 
Equitable Life Insurance Company (``Separate Account A''), registered 
under the 1940 Act as a unit investment trust and a ``separate 
account'' as defined in section 2(a)(37) of the 1940 Act; AXA Advisors, 
LLC (``AXA Advisors''); AXA Distributors, LLC (``AXA Distributors''); 
ALPS Distributors, Inc. (``ALPS Distributors''); and AllianceBernstein 
Investments, Inc. (``ABI'' and, together with AXA Equitable, Separate 
Account A, AXA Advisors, AXA Distributors, ALPS Distributors, and ABI, 
the ``Applicants'').\1\
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    \1\ Each of AXA Advisors, AXA Distributors, ALPS Distributors, 
and ABI are registered with the Commission as broker-dealers and are 
members of the Financial Industry Regulatory Authority.

Filing Dates: The application was filed on January 10, 2017, and 
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amended on June 23, 2017; November 21, 2017; and April 10, 2018.

Hearing or Notification of Hearing: An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Commission's Secretary 
and serving the Applicants with a copy of the request, personally or by 
mail. Hearing requests should be received by the Commission by 5:30 
p.m. on Monday, July 16, 2018 and should be accompanied by proof of 
service on the Applicants, in the form of an affidavit or, for lawyers, 
a certificate of service. Pursuant to rule 0-5 under the 1940 Act, 
hearing requests should state the nature of the writer's interest, any 
facts bearing upon the desirability of a hearing on the matter, the 
reason for the request, and the issues contested. Persons who wish to 
be notified of a hearing may request notification by writing to the 
Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE, Washington, DC 20549-1090. Applicants: Shane Daly, AXA 
Equitable Life Insurance Company, 1290 Avenue of the Americas, New 
York, NY 10104; and Christopher E. Palmer, Esq., and Andrew L. Zutz, 
Esq., Goodwin Proctor LLP, 901 New York Avenue NW, Washington, DC 
20001.

FOR FURTHER INFORMATION CONTACT: James D. McGinnis, Senior Counsel, at 
(202) 551-3025, or Parisa Haghshenas, Branch Chief, at (202) 551-6723 
(Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's website by searching for the file number, or an applicant 
using the Company name box, at http://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Summary of the Application

    1. Applicants seek an order on behalf of AXA Equitable and any 
current or future affiliated life insurance company (each, an 
``Insurance Company'' and, collectively, the ``Insurance Companies''), 
Separate Account A and any current or future separate account of an 
Insurance Company (each, a ``Separate Account'' and, collectively, the 
``Separate Accounts''), and AXA Advisors, AXA Distributors, ALPS 
Distributors, ABI, and any current or future broker-dealer serving as 
principal underwriter of variable annuity contracts issued by an 
Insurance Company or registered open-end management investment 
companies advised by an affiliate of an Insurance Company.
    2. Separate Account A is registered under the 1940 Act as a unit 
investment trust for the purpose of funding certain variable annuity 
contracts issued by AXA Equitable (any such contract and any other 
current or future variable annuity contract issued by an Insurance 
Company that is funded by a Separate Account is hereinafter referred to 
as a ``Contract'' and collectively, the ``Contracts''). Security 
interests under the Contracts have been registered under the Securities 
Act of 1933. The Contracts currently offer various subaccounts of 
Separate Account A, each of which invests exclusively in a single 
corresponding portfolio of EQ Advisors Trust or AXA Premier VIP Trust 
(together, the ``Affiliated Trusts'') or certain unaffiliated trusts 
(the ``Unaffiliated Trusts'' and collectively with the Affiliated 
Trusts, the ``Trusts''). The Trusts are registered under the 1940 Act 
as open-end management investment companies with multiple separate 
series or portfolios. The Contracts may offer additional subaccounts of 
Separate Account A or any other Separate Account in the future, each of 
which may invest in any

[[Page 29597]]

current or future portfolio of the Affiliated Trusts or in any current 
or future registered open-end management investment company, or series 
thereof, advised by AXA Equitable Funds Management Group, LLC (``AXA 
FMG'') or an affiliate. AXA Advisors and AXA Distributors currently 
serve as the distributors and principal underwriters of the Contracts.
    3. Applicants and their affiliates propose to offer the AXA 
Retirement 360 Defined Contribution Program, a retirement program 
designed to provide participants (``Participants'') in a single 
coordinated program selection of investment options, including both 
Contracts and mutual fund options, and the ongoing ability to transfer 
their account values among one or more investment options without 
charge (the ``Program'').
    4. AXA Equitable has issued certain Contracts that it will make 
available under the Program at or following its inception. The 
Contracts will be offered to new retirement plan customers, and 
existing Contract owners will have the option to elect to participate 
in the Program. The Contracts permit Contract owners to allocate 
Contract value to and among the various subaccounts of the Separate 
Accounts (any such current or future subaccount is hereinafter referred 
to as a ``Subaccount'' and, collectively, the ``Subaccounts''). Each 
current Subaccount invests in a portfolio of the Trusts. Each Contract 
permits transfers of Contract value among the Subaccounts subject to 
certain restrictions set forth in the Contract prospectus.
    5. Applicants and their affiliates propose in the future to expand 
the investment options under the Program to include certain current or 
future investment companies, or series thereof, advised by AXA FMG or 
an affiliate (each an ``Affiliated Fund'' and, collectively, the 
``Affiliated Funds''), such that Participants in the Program may 
allocate their investments to a Contract and/or to certain Affiliated 
Funds.\2\ Under existing procedures and established exemptive rules,\3\ 
exchanges may be made among the Subaccounts and exchanges may be made 
among Affiliated Funds. With respect to exchanges from a Subaccount to 
an Affiliated Fund, the Affiliated Fund shares will have no front-end 
sales charge and any otherwise applicable sales charge or other 
withdrawal charge on withdrawals from or surrenders of the Contract 
will be waived. Similarly, with respect to exchanges from an Affiliated 
Fund to a Subaccount, the Affiliated Fund shares will have no deferred 
sales charge and the Contracts will have no front-end sales charge. 
Further specifics relating to the proposed offers of exchange (the 
``Exchange Offers'') are described in detail in the application.
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    \2\ Participants may also direct investments under the Program 
to investment options under annuity contracts that do not utilize a 
separate account registered under the 1940 Act (the ``Non-1940 Act 
Investment Options''). Because the interests in the Non-1940 Act 
Investment Options are not securities issued by a registered 
investment company, exchanges involving those interests are not 
subject to Section 11 of the 1940 Act. No exemptive relief is being 
sought in this Application with respect to exchanges to and from the 
Non-1940 Act Options. Participants may also direct investments to 
registered open-end investment companies (i.e., mutual funds) for 
which Applicants or their affiliates do not serve as investment 
adviser or principal underwriter (the ``Unaffiliated Funds''). 
Because Unaffiliated Funds and their principal underwriters are not 
affiliated with Applicants, and because there will be no agreement, 
formally or informally, between any two Unaffiliated Fund families 
to offer a waiver of sales load or some other incentive for an 
exchange of shares from one Unaffiliated Fund family to the other in 
connection with the Program, Applicants believe that exchanges 
involving shares of such Unaffiliated Mutual Funds are not subject 
to Section 11 of the 1940 Act pursuant to Commission staff guidance. 
See, e.g., Alexander Hamilton Funds, SEC No-Action Letter (pub. 
avail. July 20, 1994).
    \3\ See 1940 Act rules 11a-2 and 11a-3.
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    6. Applicants request that the Commission issue an order pursuant 
to section 11 of the 1940 Act approving the terms of the Exchange 
Offers; in particular, Applicants propose that Participants be 
permitted to transfer value: (1) From a Subaccount to an Affiliated 
Fund; and (2) from an Affiliated Fund to a Subaccount. Any order 
approving the Exchange Offers would be subject to the terms and 
conditions stated in the application with regard to such transfers.
    7. Applicants state that exchanges will be subject to any rules or 
procedures established under the Contract or established by the 
Affiliated Funds with respect to transfers and redemptions generally, 
including minimum transfer amounts and policies and procedures relating 
to frequent transfers and abusive trading practices. Applicants also 
reserve the right to implement exchange limitations for the Program 
generally, although Applicants state that they have no intention of 
implementing any such limitations and would seek to do so primarily for 
the purpose of addressing any apparent abusive practices in connection 
with the exchanges that may arise.
    8. Applicants state that no fees or charges will be assessed in 
connection with any exchange from a Subaccount to an Affiliated Fund or 
from an Affiliated Fund to a Subaccount. In this regard, the Insurance 
Company will waive any otherwise applicable sales charge or other 
withdrawal charge on withdrawals from or surrenders of the Contract in 
connection with an exchange from a Subaccount to an Affiliated Fund.
    9. Applicants state that they intend to make this exchange feature 
available on an ongoing basis to all Participants but reserve the right 
to terminate or materially amend the offer with respect to all or any 
of the investment options with advance notice to affected Participants 
at least 60 days prior to the date of termination or the effective date 
of the amendment, subject to limited exceptions described in the 
application.
    10. Because each of the proposed Exchange Offers involves a unit 
investment trust, Section 11(c) of the 1940 Act makes Section 11(a) 
applicable irrespective of the basis of the exchange. Applicants 
represent that the proposed Exchange Offers do not involve any of the 
abuses that section 11 is designed to prevent. Applicants state that 
there is no possibility of such abuse because the Exchange Offers will 
be based on the relative net asset values or unit values of the 
interest being exchange and no fees or charges will be assessed in 
connection with any exchange from a Subaccount to any Affiliated Fund 
or from an Affiliated Fund to a Subaccount. In addition, the Contracts 
to not impose any sales charges on investments in the Contracts, and 
any withdrawal charges imposed by any Contracts will be waived in 
connection with any exchange from a Subaccount to any other Subaccount 
or to any other investment option available under the Program, 
including any Affiliated Fund and any Unaffiliated Fund. Following any 
such exchange, any withdrawal charge that might otherwise be deducted 
upon subsequent withdrawal from or surrender of a Contract will be 
waived and any sales charge that might otherwise be applicable to any 
Subaccount or to any other investment option available under the 
Program when subsequently sold will be waived.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-13500 Filed 6-22-18; 8:45 am]
 BILLING CODE 8011-01-P