
[Federal Register Volume 78, Number 25 (Wednesday, February 6, 2013)]
[Notices]
[Pages 8601-8611]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-02561]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-30373; File No. 812-14036]


AXA Equitable Life Insurance Company, et al; Notice of 
Application

January 31, 2013.
AGENCY: Securities and Exchange Commission (``SEC'' or ``Commission'').

ACTION: Notice of application for an order approving the substitution 
of certain securities pursuant to Section 26(c) of the Investment 
Company Act of 1940, as amended (the ``1940 Act'' or ``Act'') and an 
order of exemption pursuant to Section 17(b) of the Act from Section 
17(a) of the Act.

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Applicants:  AXA Equitable Life Insurance Company (``AXA Equitable''), 
Separate Account 45 of AXA Equitable (``Separate Account 45''), and 
Separate Account 49 of AXA Equitable (``Separate Account 49'' and 
together with Separate Account 45, ``Separate Accounts''), AXA Premier 
VIP Trust (``VIP Trust'') and EQ Advisors Trust (``EQ Trust'' and 
together with VIP Trust, the ``Trusts''). AXA Equitable and the 
Separate Accounts are referred to herein as the ``Substitution 
Applicants.'' The Substitution Applicants and the Trusts are referred 
to herein as the ``Section 17 Applicants.''

Summary of Application:  The Substitution Applicants seek an order 
pursuant to Section 26(c) of the 1940 Act, approving the substitution 
of shares of certain series of the EQ Trust (``Replacement Funds'') for 
shares of certain other series of the EQ Trust and the VIP Trust 
(``Existing Funds''). Each of the Replacement and Existing Funds 
currently serves as an underlying investment option for certain 
variable annuity contracts issued by AXA Equitable (the ``Contracts''). 
The Section 17 Applicants also seek an order pursuant to Section 17(b) 
of the 1940 Act exempting them from Section 17(a) of the 1940 Act to 
the extent necessary to permit them to engage in certain in-

[[Page 8602]]

kind transactions in connection with the substitution (``In-Kind 
Transactions'').

DATES: Filing Date: The application was filed on May 31, 2012, and an 
amended and restated application was filed on October 1, 2012, November 
30, 2012, January 14, 2013 and January 30, 2013.

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 Secretary of the 
Commission 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 February 25, 2013, and should be accompanied 
by proof of service on the applicants in the form of an affidavit or, 
for lawyers, a certificate of service. Hearing requests should state 
the nature of the requester's interest, 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 Secretary of the Commission.

ADDRESSES: Secretary, SEC, 100 F Street NE., Washington, DC 20549-1090. 
Applicants: Steven M. Joenk, Senior Vice President, AXA Equitable Life 
Insurance Company, 1290 Avenue of Americas, New York, New York 10104; 
Patricia Louie, Esq., Senior Vice President & Associate General 
Counsel, AXA Equitable Life Insurance Company, 1290 Avenue of Americas, 
New York, New York 10104; and Clifford J. Alexander, Esq. and Mark C. 
Amorosi, Esq., K&L Gates LLP, 1601 K Street NW., Washington, DC 20006.

FOR FURTHER INFORMATION CONTACT: Alison White, Senior Counsel, or 
Michael L. Kosoff, Branch Chief, Office of Insurance Products, Division 
of Investment Management, at (202) 551-6795.

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

Applicants' Representations

    1. AXA Equitable, on its own behalf and on behalf of its Separate 
Accounts, proposes to substitute shares of the Replacement Funds for 
shares of the Existing Funds held by the Separate Accounts to fund the 
Contracts.
    2. AXA Equitable is the depositor and sponsor of the Separate 
Accounts.
    3. Each of Separate Account 45 and Separate Account 49 is a 
``separate account'' as defined by Rule 0-1(e) under the Act and each 
is registered under the Act as a unit investment trust for purposes of 
funding the Contracts. Security interests under the Contracts have been 
registered under the Securities Act of 1933. The application sets forth 
the registration statement file numbers for the Contracts and the 
Separate Accounts.
    4. The EQ Trust is a registered open-ended management investment 
company of the series type (File Number 333-17217). It currently offers 
72 separate series (each an ``EQ Portfolio'' and collectively, the ``EQ 
Portfolios''). It has three classes of shares--Class IA shares, Class 
IB shares and Class K shares. Only Class IA and Class IB shares will be 
involved in the proposed Substitutions.
    5. AXA Equitable Funds Management Group, LLC (``FMG'') currently 
serves as investment manager (``Manager'') of each of the EQ Portfolios 
pursuant to the Investment Management Agreements between the EQ Trust, 
on behalf of each EQ Portfolio, and FMG (``Management Agreements''). 
FMG is a wholly-owned subsidiary of AXA Equitable and is registered as 
an investment adviser under the Investment Advisers Act of 1940, as 
amended.
    6. The VIP Trust is a registered open-end management investment 
company of the series type (File No. 333-70754). It currently offers 20 
separate series (each, a ``VIP Portfolio'' and collectively, the ``VIP 
Portfolios''). It has three classes of shares--Class A shares, Class B 
shares, and Class K shares. Only Class A and Class B shares will be 
involved in the proposed Substitutions.
    7. FMG currently serves as investment manager of each of the VIP 
Portfolios pursuant to the Management Agreements between the VIP Trust, 
on behalf of each VIP Portfolio, and FMG.
    8. Both the EQ Trust and VIP Trust have received an exemptive order 
from the Commission (``Multi-Manager Order'') that permits the Manager, 
or any entity controlling, controlled by, or under common control 
(within the meaning of Section 2(a)(9) of the 1940 Act) with the 
Manager, subject to certain conditions, to hire and replace 
unaffiliated subadvisors and to enter into and amend sub-advisory 
agreements without shareholder approval.
    9. The Contracts are individual and group deferred variable annuity 
contracts. Under the Contracts, AXA Equitable reserves the right to 
substitute different underlying investment options for current 
underlying investment options offered as funding options under the 
Contracts. The prospectuses for the Contracts include disclosure of the 
reservation of this right. The Contracts which offer the Existing Funds 
are registered in the registration statements listed in footnote 2 of 
the application.
    10. AXA Equitable, on its own behalf and on behalf of its Separate 
Accounts, requests an order from the Commission pursuant to Section 
26(c) of the 1940 Act approving the following 26 proposed 
substitutions:

------------------------------------------------------------------------
   Sub. No.          Existing portfolio         Replacement portfolio
------------------------------------------------------------------------
1.............  EQ/Oppenheimer Global        EQ/Global Multi-Sector
                 Portfolio.                   Equity Portfolio.
2.............  EQ/MFS International Growth  EQ/International Core PLUS
                 Portfolio.                   Portfolio.
3.............  Multimanager International
                 Equity Portfolio.
4.............  EQ/Capital Guardian          EQ/Large Cap Core PLUS
                 Research Portfolio.          Portfolio.
5.............  EQ/Davis New York Venture
                 Portfolio.
6.............  EQ/Lord Abbett Large Cap
                 Core Portfolio.
7.............  EQ/UBS Growth and Income
                 Portfolio.
8.............  Multimanager Large Cap Core
                 Equity Portfolio.
9.............  EQ/Equity Growth PLUS        EQ/Large Cap Growth PLUS
                 Portfolio.                   Portfolio.
10............  EQ/Montag & Caldwell Growth
                 Portfolio.
11............  EQ/T. Rowe Price Growth
                 Stock Portfolio.
12............  EQ/Wells Fargo Omega Growth
                 Portfolio.
13............  Multimanager Aggressive
                 Equity Portfolio.
14............  EQ/BlackRock Basic Value     EQ/Large Cap Value PLUS
                 Equity Portfolio.            Portfolio.
15............  EQ/Boston Advisors Equity
                 Income Portfolio.
16............  EQ/JPMorgan Value
                 Opportunities Portfolio.

[[Page 8603]]

 
17............  EQ/Van Kampen Comstock
                 Portfolio.
18............  Multimanager Large Cap
                 Value Portfolio.
19............  Multimanager Mid Cap Growth  AXA Tactical Manager 400
                 Portfolio.                   Portfolio.
20............  Multimanager Mid Cap Value   EQ/Mid Cap Value PLUS
                 Portfolio.                   Portfolio.
21............  Multimanager Small Cap       AXA Tactical Manager 2000
                 Growth Portfolio.            Portfolio.
22............  Multimanager Small Cap
                 Value Portfolio.
23............  EQ/Global Bond PLUS          EQ/Core Bond Index
                 Portfolio.                   Portfolio.
24............  Multimanager Multi-Sector
                 Bond Portfolio.
25............  Multimanager Core Bond       EQ/Quality Bond PLUS
                 Portfolio.                   Portfolio.
26............  EQ/PIMCO Ultra Short Bond    EQ/AllianceBernstein Short
                 Portfolio.                   Duration Government Bond
                                              Portfolio.
------------------------------------------------------------------------

    11. A comparison of the strategies, risks and performance of each 
Existing and Replacement Fund is included in the application. A 
comparison of the objectives, primary investments and fees and expenses 
(as of 12/31/2011) of each Existing and Replacement Fund follows:

------------------------------------------------------------------------
    Sub No.          Existing portfolio         Replacement portfolio
------------------------------------------------------------------------
1.............  EQ/Oppenheimer Global        EQ/Global Multi-Sector
                 Portfolio.                   Equity Portfolio.
                Objective: Capital           Objective: Capital
                 appreciation.                appreciation; emphasize
                                              risk-adjusted returns and
                                              managing volatility.
                Primary Investments: U.S.    Primary Investments: U.S.
                 and foreign equity           and foreign equity
                 securities of companies of   securities of companies of
                 any size.                    any size.
                Class IA & IB..............  Class IA & IB.
                Management fee .95%........  Management fee .72%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .16%........  Other expenses .20%.
                Total Annual Operating       Total Annual Operating
                 Expenses 1.36%.              Expenses 1.17%.
                Fee Waiver/Exp Reimb -.01%.  Fee Waiver/Exp Reimb -.00%.
                Total After Fee Waiver/Exp   Total After Fee Waiver/Exp
                 Reimb 1.35%.                 Reimb 1.17%.
2.............  EQ/MFS International Growth  EQ/International Core PLUS
                 Portfolio.                   Portfolio.
                Objective: Capital           Objective: Capital growth;
                 appreciation.                emphasize risk-adjusted
                                              returns and managing
                                              volatility.
                Primary Investments:         Primary Investments:
                 Foreign equity securities,   Foreign equity securities
                 including emerging markets   of issuers of any size,
                 equity securities.           and including those in
                                              developing economies.
                Class IA & IB..............  Class IA & IB.
                Management fee .85%........  Management fee .60%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .15%........  Other expenses .18%.
                Total Annual Operating       Total Annual Operating
                 Expenses 1.25%.              Expenses 1.03%.
3.............  Multimanager International   EQ/International Core PLUS
                 Equity Portfolio.            Portfolio.
                Objective: Capital growth;   Objective: Capital growth;
                 emphasize risk-adjusted      emphasize risk-adjusted
                 returns and managing         returns and managing
                 volatility.                  volatility.
                Primary Investments:         Primary Investments:
                 Foreign equity securities    Foreign equity securities
                 of issuers of any size,      of issuers of any size,
                 including those in           including those in
                 developing economies.        developing economies.
                Class A & B................  Class IA & 1B.
                Management fee .84%........  Management fee .60%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .20%........  Other expenses .18%.
                Total Annual Operating       Total Annual Operating
                 Expenses 1.29%.              Expenses 1.03%.
4.............  EQ/Capital Guardian          EQ/Large Cap Core PLUS
                 Research Portfolio.          Portfolio.
                Objective: Capital growth..  Objective: Capital growth;
                                              emphasize risk-adjusted
                                              returns and managing
                                              volatility.
                Primary Investments: Equity  Primary Investments: Equity
                 securities listed in the     securities of large-cap
                 U.S. with market             companies.
                 capitalization greater
                 than $1 billion.
                Class IA & IB..............  Class IA & IB.
                Management fee .64%........  Management fee .50%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .13%........  Other expenses .20%.
                Acquired Fund Fees and       Acquired Fund Fees and
                 Expenses N/A.                Expenses .02%.
                Total Annual Operating       Total Annual Operating
                 Expenses 1.02%.              Expenses .97%.
                Fee Waiver/Exp Reimb -.05%.  Fee Waiver/Exp Reimb -.00%.
                Total After Fee Waiver/Exp   Total After Fee Waiver/Exp
                 Reimb .97%.                  Reimb .97%.
5.............  EQ/Davis New York Venture    EQ/Large Cap Core PLUS
                 Portfolio.                   Portfolio.
                Objective: Capital growth..  Objective: Capital growth;
                                              emphasize risk-adjusted
                                              returns and managing
                                              volatility.
                Primary Investments: Equity  Primary Investments: Equity
                 securities of large-cap      securities of large-cap
                 companies.                   companies.
                Class IA & IB..............  Class IA & IB.
                Management fee .85%........  Management fee .50%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .14%........  Other expenses .20%.

[[Page 8604]]

 
                Acquired Fund Fees and       Acquired Fund Fees and
                 Expenses N/A.                Expenses .02%.
                Total Annual Operating       Total Annual Operating
                 Expenses 1.24%.              Expenses .97%.
6.............  EQ/Lord Abbett Large Cap     EQ/Large Cap Core PLUS
                 Core Portfolio.              Portfolio.
                Objective: Capital           Objective: Capital growth;
                 appreciation and growth of   emphasize risk-adjusted
                 income with reasonable       returns and managing
                 risk.                        volatility.
                Primary Investments: Equity  Primary Investments: Equity
                 securities of large-cap      securities of large-cap
                 companies.                   companies.
                Class IA & IB..............  Class IA & IB.
                Management fee .65%........  Management fee .50%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .14%........  Other expenses .20%.
                Acquired Fund Fees and       Acquired Fund Fees and
                 Expenses N/A.                Expenses .02%.
                Total Annual Operating       Total Annual Operating
                 Expenses 1.04%.              Expenses .97%.
                Fee Waiver/Exp Reimb -.04%.  Fee Waiver/Exp Reimb N/A.
                Total After Fee Waiver/Exp   Total After Fee Waiver/Exp
                 Reimb 1.00%.                 Reimb .97%.
7.............  EQ/UBS Growth and Income     EQ/Large Cap Core PLUS
                 Portfolio.                   Portfolio.
                Objective: Total return      Objective: Capital growth;
                 through capital              emphasize risk-adjusted
                 appreciation and income.     returns and managing
                                              volatility
                Primary Investments: Equity  Primary Investments: Equity
                 securities of U.S. large-    securities of large-cap
                 cap companies.               companies.
                Class IA & IB..............  Class IA & IB.
                Management fee .75%........  Management fee .50%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .17%........  Other expenses .20%.
                Acquired Fund Fees and       Acquired Fund Fees and
                 Expenses N/A.                Expenses .02%.
                Total Annual Operating       Total Annual Operating
                 Expenses 1.17%.              Expenses .97%.
                Fee Waiver/Exp Reimb -.12%.  Fee Waiver/Exp Reimb N/A.
                -Total After Fee Waiver/Exp  Total After Fee Waiver/Exp
                 Reimb 1.05%.                 Reimb .97%.
8.............  Multimanager Large Cap Core  EQ/Large Cap Core PLUS
                 Equity Portfolio.            Portfolio.
                Objective: Capital growth;   Objective: Capital growth;
                 emphasize risk-adjusted      emphasize risk-adjusted
                 returns and managing         returns and managing
                 volatility.                  volatility
                Primary Investments: Equity  Primary Investments: Equity
                 securities of U.S. large-    securities of large-cap
                 cap companies.               companies.
                Class A & B................  Class IA & IB.
                Management fee .70%........  Management fee .50%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .18%........  Other expenses .20%.
                Acquired Fund Fees and       Acquired Fund Fees and
                 Expenses N/A.                Expenses .02%.
                Total Annual Operating       Total Annual Operating
                 Expenses 1.13%.              Expenses .97%.
9.............  EQ/Equity Growth PLUS        EQ/Large Cap Growth PLUS
                 Portfolio.                   Portfolio.
                Objective: Capital growth;   Objective: Capital growth;
                 emphasize risk-adjusted      emphasize risk-adjusted
                 returns and managing         returns and managing
                 volatility.                  volatility.
                Primary Investments: Equity  Primary Investments: Equity
                 securities of large-cap      securities of large-cap
                 growth companies.            growth companies.
                Class IA & IB..............  Class IA & IB.
                Management fee .50%........  Management fee .50%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .25%........  Other expenses .18%.
                Acquired Fund Fees and       Acquired Fund Fees and
                 Expenses N/A.                Expenses .02%.
                Total Annual Operating       Total Annual Operating
                 Expenses 1.00%.              Expenses .95%.
10............  EQ/Montag & Caldwell Growth  EQ/Large Cap Growth PLUS
                 Portfolio.                   Portfolio.
                Objective: Capital           Objective: Capital growth;
                 appreciation.                emphasize risk-adjusted
                                              returns and managing
                                              volatility.
                Primary Investments: Equity  Primary Investments: Equity
                 securities of large-cap      securities of large-cap
                 growth companies..           growth companies.
                Class IA & IB..............  Class IA & IB.
                Management fee .75%........  Management fee .50%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .14%........  Other expenses .18%.
                Acquired Fund Fees and       Acquired Fund Fees and
                 Expenses N/A.                Expenses .02%.
                Total Annual Operating       Total Annual Operating
                 Expenses 1.14%.              Expenses .95%.
11............  EQ/T. Rowe Price Growth      EQ/Large Cap Growth PLUS
                 Stock Portfolio.             Portfolio.
                Objective: Capital           Objective: Capital growth;
                 appreciation and             emphasize risk-adjusted
                 secondarily, income.         returns and managing
                                              volatility.
                Primary Investments: Equity  Primary Investments: Equity
                 securities of large-cap      securities of large-cap
                 growth companies.            growth companies.
                Class IA & IB..............  Class IA & IB.
                Management fee .78%........  Management fee .50%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .12%........  Other expenses .18%.
                Acquired Fund Fees and       Acquired Fund Fees and
                 Expenses N/A.                Expenses .02%.
                Total Annual Operating       Total Annual Operating
                 Expenses 1.15%.              Expenses .95%.
12............  EQ/Wells Fargo Omega Growth  EQ/Large Cap Growth PLUS
                 Portfolio.                   Portfolio.

[[Page 8605]]

 
                Objective: Capital growth..  Objective: Capital growth;
                                              emphasize risk-adjusted
                                              returns and managing
                                              volatility.
                Primary Investments: Equity  Primary Investments: Equity
                 securities of growth         securities of large-cap
                 companies.                   growth companies.
                Class IA & IB..............  Class IA & IB.
                Management fee .65%........  Management fee .50%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .13%........  Other expenses .18%.
                Acquired Fund Fees and       Acquired Fund Fees and
                 Expenses N/A.                Expenses .02%.
                Total Annual Operating       Total Annual Operating
                 Expenses 1.03%.              Expenses .95%.
13............  Multimanager Aggressive      EQ/Large Cap Growth PLUS
                 Equity Portfolio.            Portfolio.
                Objective: Capital growth;   Objective: Capital growth;
                 emphasize risk-adjusted      emphasize risk-adjusted
                 returns and managing         returns and managing
                 volatility.                  volatility
                Primary Investments: Equity  Primary Investments: Equity
                 securities of large-cap      securities of large-cap
                 growth companies..           growth companies.
                Class IA & IB..............  Class IA & IB.
                Management fee .57%........  Management fee .50%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .18%........  Other expenses .18%.
                Acquired Fund Fees and       Acquired Fund Fees and
                 Expenses N/A.                Expenses .02%.
                Total Annual Operating       Total Annual Operating
                 Expenses 1.00%.              Expenses .95%.
14............  EQ/BlackRock Basic Value     EQ/Large Cap Value PLUS
                 Equity Portfolio.            Portfolio.
                Objective: Capital           Objective: Capital growth;
                 appreciation and             emphasize risk-adjusted
                 secondarily, income..        returns and managing
                                              volatility.
                Primary Investments: Equity  Primary Investments: Equity
                 securities of large-cap      securities of large-cap
                 value companies.             value companies.
                Class IA & IB..............  Class IA & IB.
                Management fee .57%........  Management fee .48%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .12%........  Other expenses .17%.
                Total Annual Operating       Total Annual Operating
                 Expenses .94%.               Expenses .90%.
15............  EQ/Boston Advisors Equity    EQ/Large Cap Value PLUS
                 Income Portfolio.            Portfolio.
                Objective: Combination of    Objective: Capital growth;
                 growth and income to         emphasize risk-adjusted
                 achieve consistent total     returns and managing
                 return.                      volatility.
                Primary Investments: Equity  Primary Investments: Equity
                 securities of large-cap      securities of large-cap
                 value companies.             value companies.
                Class IA & IB..............  Class IA & IB.
                Management fee .75%........  Management fee .48%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .13%........  Other expenses .17%.
                Total Annual Operating       Total Annual Operating
                 Expenses 1.13%.              Expenses .90%.
                Fee Waiver/Exp Reimb -.08%.  Fee Waiver/Exp Reimb N/A.
                Total After Fee Waiver/Exp   Total After Fee Waiver/Exp
                 Reimb 1.05%.                 Reimb .90%.
16............  EQ/JPMorgan Value            EQ/Large Cap Value PLUS
                 Opportunities Portfolio.     Portfolio.
                Objective: Capital           Objective: Capital growth;
                 appreciation.                emphasize risk-adjusted
                                              returns and managing
                                              volatility.
                Primary Investments: Equity  Primary Investments: Equity
                 securities of large- and     securities of large-cap
                 mid-cap value companies.     value companies.
                Class IA & IB..............  Class IA & IB.
                Management fee .60%........  Management fee .48%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .14%........  Other expenses .17%.
                Total Annual Operating       Total Annual Operating
                 Expenses .99%.               Expenses .90%.
17............  EQ/Van Kampen Comstock       EQ/Large Cap Value PLUS
                 Portfolio.                   Portfolio.
                Objective: Capital growth    Objective: Capital growth;
                 and income.                  emphasize risk-adjusted
                                              returns and managing
                                              volatility.
                Primary Investments: Equity  Primary Investments: Equity
                 securities of value          securities of large-cap
                 companies of any             value companies.
                 capitalization range.
                Class IA & IB..............  Class IA & IB.
                Management fee .65%........  Management fee .48%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .13%........  Other expenses .17%.
                Total Annual Operating       Total Annual Operating
                 Expenses 1.03%.              Expenses .90%.
                Fee Waiver/Exp Reimb -.03..  Fee Waiver/Exp Reimb N/A.
                Total After Fee Waiver/Exp   Total After Fee Waiver/Exp
                 Reimb 1.00%.                 Reimb .90%.
18............  Multimanager Large Cap       EQ/Large Cap Value PLUS
                 Value Portfolio.             Portfolio
                Objective: Capital growth;   Objective: Capital growth;
                 emphasize risk-adjusted      emphasize risk-adjusted
                 returns and managing         returns and managing
                 volatility.                  volatility.
                Primary Investments: Equity  Primary Investments: Equity
                 securities of U.S. large-    securities of large-cap
                 cap value companies.         value companies.
                Class IA & IB..............  Class IA & IB.
                Management fee .73%........  Management fee .48%.
                12b-1 fee .25%.............  12b-1 fee .25%.

[[Page 8606]]

 
                Other expenses .18%........  Other expenses .17%.
                Total Annual Operating       Total Annual Operating
                 Expenses 1.16%.              Expenses .90%.
19............  Multimanager Mid Cap Growth  AXA Tactical Manager 400
                 Portfolio.                   Portfolio.
                Objective: Capital growth;   Objective: Capital growth;
                 emphasize risk-adjusted      emphasize risk-adjusted
                 returns and managing         returns and managing
                 volatility.                  volatility.
                Primary Investments: Equity  Primary Investments: Equity
                 securities of mid-cap        securities of mid-cap
                 growth companies.            companies.
                Class IA & IB..............  Class IA & IB.
                Management fee .80%........  Management fee .45%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .21%........  Other expenses .27%.
                Total Annual Operating       Total Annual Operating
                 Expenses 1.26%.              Expenses .97%.
                Fee Waiver/Exp Reimb N/A...  Fee Waiver/Exp Reimb -.02.
                Total After Fee Waiver/Exp   Total After Fee Waiver/Exp
                 Reimb 1.26%.                 Reimb .95%.
20............  Multimanager Mid Cap Value   EQ/Mid Cap Value PLUS
                 Portfolio.                   Portfolio.
                Objective: Capital growth;   Objective: Capital growth;
                 emphasize risk-adjusted      emphasize risk-adjusted
                 returns and managing         returns and managing
                 volatility.                  volatility.
                Primary Investments: Equity  Primary Investments: Equity
                 securities of U.S. mid-cap   securities of mid-cap
                 value companies.             value companies.
                Class IA & IB..............  Class IA & IB.
                Management fee .80%........  Management fee .55%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .19%........  Other expenses .18%.
                Acquired Fund Fees N/A.....  Acquired Fund Fees.03%.
                Total Annual Portfolio       Total Annual Portfolio
                 Operating Expenses 1.24%.    Operating Expenses 1.01%.
21............  Multimanager Small Cap       AXA Tactical Manager 2000
                 Growth Portfolio.            Portfolio.
                Objective: Capital growth;   Objective: Capital growth;
                 emphasize risk-adjusted      emphasize risk-adjusted
                 returns and managing         returns and managing
                 volatility.                  volatility.
                Primary Investments: Equity  Primary Investments: Equity
                 securities of U.S. small-    securities of small-cap
                 cap growth companies.        companies.
                Class IA & IB..............  Class IA & IB.
                Management fee .85%........  Management fee .45%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .18%........  Other expenses .25%.
                Total Annual Operating       Total Annual Operating
                 Expenses 1.28%.              Expenses .95%.
22............  Multimanager Small Cap       AXA Tactical Manager 2000
                 Value Portfolio.             Portfolio.
                Objective: Capital growth;   Objective: Capital growth;
                 emphasize risk-adjusted      emphasize risk-adjusted
                 returns and managing         returns and managing
                 volatility.                  volatility.
                Primary Investments: Equity  Primary Investments: Equity
                 securities of U.S. small-    securities of small-cap
                 cap value companies.         companies.
                Class IA & IB..............  Class IA & IB.
                Management fee .85%........  Management fee .45%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .18%........  Other expenses .25%.
                Total Annual Operating       Total Annual Operating
                 Expenses 1.28%.              Expenses .95%.
23............  EQ/Global Bond PLUS          EQ/Core Bond Index
                 Portfolio.                   Portfolio.
                Objective: Growth and        Objective: Approximate
                 current income.              total return performance
                                              of the Barclays Capital
                                              Intermediate U.S.
                                              Government Credit Index.
                Primary Investments:         Primary Investments:
                 Investment-grade debt        Certain U.S. Treasury and
                 securities of U.S. and       government related,
                 foreign issuers.             corporate, credit and
                                              agency fixed rate
                                              securities.
                Class IA & IB..............  Class IA & IB.
                Management fee .55%........  Management fee .35%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .19%........  Other expenses .12%.
                Total Annual Portfolio       Total Annual Portfolio
                 Operating Expenses .99%.     Operating Expenses .72%.
24............  Multimanager Multi-Sector    EQ/Core Bond Index
                 Bond Portfolio.              Portfolio.
                Objective: High total        Objective: Approximate
                 return through a             total return performance
                 combination of current       of the Barclays Capital
                 income and capital           Intermediate U.S.
                 appreciation.                Government Credit Index.
                Primary Investments:         Primary Investments:
                 Diversified mix of           Certain U.S. Treasury and
                 investment grade bonds.      government related,
                                              corporate, credit and
                                              agency fixed rate
                                              securities.
                Class A & B................  Class IA & IB.
                Management fee .52%........  Management fee .35%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .17%........  Other expenses .12%.
                Total Annual Operating       Total Annual Portfolio
                 Expenses .94%.               Operating Expenses .72%.
25............  Multimanager Core Bond       EQ/Quality Bond PLUS
                 Portfolio.                   Portfolio.
                Objective: Balance of high   Objective: High current
                 current income and capital   income consistent with
                 appreciation.                moderate risk to capital.
                Primary Investments:         Primary Investments:
                 Investment grade bonds;      Investment-grade debt
                 U.S. government and          securities of government,
                 corporate debt securities.   corporate and agency
                                              mortgage- and asset-backed
                                              securities.
                Class A & B................  Class IA & IB.
                Management fee .52%........  Management fee .40%.

[[Page 8607]]

 
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .17%........  Other expenses .19%.
                Acquired Fund Fees and       Acquired Fund Fees and
                 Expenses N/A.                Expenses .41% \1\.
                Total Annual Operating       Total Annual Operating
                 Expenses .94%.               Expenses 1.25%.
                ...........................  Fee Waiver/Exp Reimb -.40.
                ...........................  Total After Fee Waiver/Exp
                                              Reimb .85%.
26............  EQ/PIMCO Ultra Short Bond    EQ/AllianceBernstein Short
                 Portfolio.                   Duration Government Bond
                                              Portfolio.
                Objective: Generate a        Objective: Balance of
                 return in excess of          current income and capital
                 traditional money market     appreciation.
                 products.
                Primary Investments:         Primary Investments: Debt
                 Diversified portfolio of     securities issued by the
                 fixed income instruments     U.S. Government and its
                 of varying maturities and    agencies and
                 financial instruments that   instrumentalities and
                 derive their value from      financial instruments that
                 such securities.             derive their value from
                                              such securities.
                Class IA & IB..............  Class IA & 1B.
                Management fee .46%........  Management fee .45%.
                12b-1 fee .25%.............  12b-1 fee .25%.
                Other expenses .12%........  Other expenses .13%.
                Total Annual Operating       Total Annual Operating
                 Expenses .83%.               Expenses .83%.
------------------------------------------------------------------------

    12. The Substitution Applicants state that the principal purposes 
of the Substitutions are: (1) To streamline and simplify the investment 
line-up that is available to Contract owners under the affected 
contracts; (2) to provide Replacement Portfolios with similar principal 
risks and strategies to their respective Existing Portfolios, but with 
lower volatility and better risk-adjusted returns; (3) to provide 
Replacement Portfolios with the same or lower net operating expenses; 
and (4) to provide Contract owners with an opportunity to continue 
their investment in a substantially similar Portfolio without 
interruption or cost to them; (5) to reduce costs and enhance risk 
management.
---------------------------------------------------------------------------

    \1\ The portion of the acquired fund fees and expenses 
attributable to the management fees of the underlying funds is 
0.30%.
---------------------------------------------------------------------------

    13. By supplements to the prospectuses for the Contracts and 
Separate Accounts, which will be delivered to Contract owners at least 
thirty (30) days before the proposed Substitutions, AXA Equitable will 
notify all Contract owners of its intention to take the necessary 
actions, including seeking the order requested by this Application, to 
substitute shares of each Replacement Portfolio for the corresponding 
Existing Portfolio as described herein. The supplements will advise 
Contract owners that from the date of the supplement until the date of 
the proposed Substitutions (``Substitution Date''), Contract owners are 
permitted to make transfers of Contract value (or annuity unit value) 
out of an Existing Portfolio subaccount to one or more other 
subaccounts without the transfers (or exchanges) being treated as one 
of a limited number of permitted transfers (or exchanges) or a limited 
number of transfers (or exchanges) permitted without a transfer charge, 
to the extent any transfer limitations or charges are applicable under 
the Contract. The supplements also will inform Contract owners that AXA 
Equitable will not exercise any rights reserved under any Contract to 
impose additional restrictions on transfers until at least 30 days 
after the proposed Substitutions. The supplement also will advise 
Contract owners how to instruct AXA Equitable, if so desired in light 
of the proposed Substitutions, to reallocate Contract value from an 
Existing Portfolio subaccount to any other subaccount available for 
investment under their Contracts. In addition, the supplements will 
advise Contract owners that any Contract value remaining in an Existing 
Portfolio subaccount on the Substitution Date will be transferred to 
the corresponding Replacement Portfolio subaccount and that the 
proposed Substitutions will take place at relative net asset value. The 
supplements will also advise Contract owners that for at least 30 days 
following the proposed Substitutions, AXA Equitable will permit 
Contract owners to make transfers of Contract value (or annuity unit 
value) out of a Replacement Portfolio subaccount to one or more other 
subaccounts without the transfers (or exchanges) being treated as one 
of a limited number of permitted transfers (or exchanges) or a limited 
number of transfers (or exchanges) permitted without a transfer charge, 
to the extent any transfer limitations or charges are applicable under 
the Contract. AXA Equitable also will send Contract owners prospectuses 
for the Replacement Portfolios prior to the Substitutions.
    14. The Substitution Applicants will send the appropriate 
prospectus supplement (or other notice, in the case of Contracts no 
longer actively marketed and for which there are a relatively small 
number of existing Contract owners), containing this disclosure to all 
existing Contract owners. Prospective purchasers and new purchasers of 
Contracts will be provided with a Contract prospectus and the 
supplement containing disclosure regarding the proposed Substitutions, 
as well as prospectuses and supplements for the Replacement Portfolios. 
The Contract prospectus and supplement, and the prospectuses and 
supplements for the Replacement Portfolios will be delivered to 
purchasers of new Contracts in accordance with all applicable legal 
requirements.
    15. In addition to the prospectus supplements distributed to 
Contract owners, within five business days after the Substitution Date, 
Contract owners will be sent a written notice of the Substitutions 
informing them that the Substitutions were carried out and that they 
may transfer all Contract value or cash value under a Contract in a 
subaccount invested in a Replacement Portfolio on the date of the 
notice to one or more other subaccounts available under their Contract 
at no cost and without regard to the usual limit on the frequency of 
transfers among the variable investment options, to the extent any 
transfer limitations or charges are applicable under the Contract. The 
notice will also reiterate that (other than with respect to 
implementing policies and procedures designed to prevent disruptive 
transfers and other market timing activity) AXA Equitable will not 
exercise any rights reserved by it under the Contracts to impose 
additional restrictions on transfers or, to the extent transfer charges 
apply to a Contract, to impose any charges on transfers until at least 
30 days after the Substitution Date. AXA

[[Page 8608]]

Equitable will also send each Contract owner a current prospectus for 
the Replacement Portfolios if they have not previously received a 
current version.
    16. AXA Equitable also is seeking approval of the proposed 
Substitutions from any state insurance regulators whose approval may be 
necessary or appropriate.
    17. The proposed Substitutions will take place at relative net 
asset value determined on the Substitution Date pursuant to Section 22 
of the 1940 Act and Rule 22c-1 thereunder with no change in the amount 
of any Contract owner's Contract value, cash value, or death benefit or 
in the dollar value of his or her investment in the Separate Accounts. 
Likewise, any guaranteed living or death benefits whose determination 
depends upon the Contract value, cash value, or death benefit will not 
change as a result of the Substitutions.
    18. The proposed Substitutions will be effected by redeeming shares 
of each Existing Portfolio in cash and/or in-kind on the Substitution 
Date at their net asset value and using the proceeds of those 
redemptions to purchase shares of each corresponding Replacement 
Portfolio at their net asset value on the same date. All in-kind 
redemptions will be effected in accordance with the conditions set 
forth in the no-action letter issued by the staff of the Commission to 
Signature Financial Group, Inc. (pub. Avail. Dec. 28, 1999).
    19. Contract owners will not incur any fees or charges as a result 
of the proposed Substitutions, nor will their rights or insurance 
benefits or AXA Equitable's obligations under the Contracts be altered 
in any way. All expenses incurred in connection with the proposed 
Substitutions, including any brokerage, legal, accounting, and other 
fees and expenses, will be paid by AXA Equitable. In addition, the 
proposed Substitutions will not impose any tax liability on Contract 
owners. The proposed Substitutions will not cause the Contract fees and 
charges currently being paid by Contract owners to be greater after the 
Substitutions than before the Substitutions; all Contract-level fees 
will remain the same after the Substitutions. In addition, because the 
Substitutions will not be treated as a transfer for purposes of 
assessing transfer charges or computing the number of permissible 
transfers under the Contracts, no fees will be charged on the transfers 
made at the time of the Substitutions, to the extent any transfer 
limitations or charges are applicable under the Contracts.
    20. It is anticipated that the total annual operating expense 
ratio, taking into account fee waivers and reimbursements, for each 
class of shares of each Replacement Portfolio will be the same as or 
lower than that of the corresponding class of shares of the 
corresponding Existing Portfolio immediately after the Substitution. 
Accordingly, the Substitution will benefit Contract owners by lowering, 
or at least maintaining, the total annual operating expense ratio, 
taking into account fee waivers and reimbursements. To ensure that 
those who were Contract owners on the date of the proposed Substitution 
do not incur higher expenses for a period of two years after the 
Substitution, AXA Equitable will reimburse, on the last business day of 
each fiscal period (not to exceed a fiscal quarter) during the two 
years following the date of the proposed Substitution, the subaccounts 
investing in the Replacement Portfolio such that the sum of the 
Replacement Portfolio's total annual operating expense ratio, taking 
into account any expense waivers or reimbursements, and subaccount 
expense ratio (asset-based fees and charges deducted on a daily basis 
from subaccount assets and reflected in the calculations of subaccount 
unit value) for such period will not exceed, on an annualized basis, 
the sum of the Existing Portfolio's total annual operating expense 
ratio, taking into account any expense waivers or reimbursements, and 
subaccount expense ratio for fiscal year 2012. In addition, for twenty-
four months following the date of the proposed substitutions, AXA 
Equitable will not increase asset-based fees or charges for Contracts 
that are in force on the date of the proposed Substitution.
    21. With respect to Substitution 25 substituting shares of the EQ/
Quality Bond PLUS Portfolio for shares of the Multimanager Core Bond 
Portfolio, if the management fees attributable to the underlying funds 
in which the EQ/Quality Bond PLUS Portfolio invests are included with 
the EQ/Quality Bond PLUS Portfolio's management fee, then the 
management fee plus 12b-1 fee of the EQ/Quality Bond PLUS Portfolio may 
be higher than the management fee plus 12b-1 fee of the Multimanager 
Core Bond Portfolio. To ensure that those Contract owners with 
subaccount assets invested in the Multimanager Core Bond Portfolio on 
the date of the proposed Substitution do not incur higher expenses, AXA 
Equitable will reimburse, on the last business day of each fiscal 
period (not to exceed a fiscal quarter) for the life of each such 
Contract, the subaccounts investing in the EQ/Quality Bond PLUS 
Portfolio as a result of the Substitution, such that the sum of the EQ/
Quality Bond PLUS Portfolio's total annual operating expense ratio, 
taking into account any expense waivers or reimbursements, and 
subaccount expense ratio (asset-based fees and charges deducted on a 
daily basis from subaccount assets and reflected in the calculations of 
subaccount unit value) for such period will not exceed, on an 
annualized basis, the sum of the Multimanager Core Bond Portfolio's 
total annual operating expense ratio, taking into account any expense 
waivers or reimbursements, and subaccount expense ratio for fiscal year 
2012. In addition, for the life of each such Contract, AXA Equitable 
will not increase the asset-based fees and charges for affected 
Contracts that are in force on the date of the proposed Substitution.

Legal Analysis and Conditions

Section 26(c) Relief

    1. The Substitution Applicants request that the Commission issue an 
order pursuant to Section 26(c) of the 1940 Act approving the proposed 
Substitutions. Section 26(c) of the Act requires the depositor of a 
registered unit investment trust holding the securities of a single 
issuer to obtain Commission approval before substituting the securities 
held by the trust.
    2. The Substitution Applicants have reserved the right under the 
Contracts to substitute shares of another underlying investment option 
for one of the current underlying investment options offered as a 
funding option under the Contracts. The prospectuses for the Contracts 
and the Separate Accounts contain appropriate disclosure of this right.
    3. The Substitution Applicants represent that the proposed 
Substitutions will protect the Contract owners who have allocated 
Contract value to the Existing Portfolio by: (1) Providing an 
underlying investment option for subaccounts invested in the Existing 
Portfolio that is sufficiently similar to, and in many cases 
substantially similar to, the Existing Portfolio; (2) generally 
providing such Contract owners with simpler disclosure documents; and 
(3) providing such Contract owners with an investment option that would 
have total operating expenses after the Substitution that are lower 
than or equal to the current investment option.
    4. The Substitution Applicants generally submit that the proposed 
Substitutions meet the standards that the Commission and its staff have 
applied to similar substitutions that the

[[Page 8609]]

Commission previously has approved. The Substitution Applicants also 
submit that the proposed Substitutions are not of the type that Section 
26(c) was designed to prevent. Unlike traditional unit investment 
trusts where a depositor could only substitute investment securities in 
a manner that permanently affected all the investors in the trust, the 
Contracts provide each Contract owner with the right to exercise his or 
her own judgment, and transfer Contract values and cash values into and 
among other investment options available to Contract owners under their 
Contracts. Additionally, the proposed Substitutions will not reduce in 
any manner the nature or quality of the available investment options. 
As such, investments in any of the Replacement Portfolios may be 
temporary investments for Contract owners as each Contract owner may 
exercise his or her own judgment as to the most appropriate investment 
alternative available. In this regard, the proposed Substitutions 
retain for Contract owners the investment flexibility that is a central 
feature of the Contracts. Moreover, the Substitution Applicants will 
offer Contract owners the opportunity to transfer amounts out of the 
affected subaccounts without any cost or other penalty (other than 
those necessary to implement policies and procedures designed to 
prevent disruptive transfer and other market timing activity) that may 
otherwise have been imposed for a period beginning on the date of the 
supplement notifying Contract owners of the proposed Substitutions 
(which supplement will be delivered to Contract owners at least thirty 
(30) days before the Substitutions) and ending no earlier than thirty 
(30) days after the Substitutions. The proposed Substitutions, 
therefore, will not result in the type of costly forced redemption that 
Section 26(c) was designed to prevent.
    5. The proposed Substitutions also are unlike the type of 
substitution that Section 26(c) was designed to prevent in that by 
purchasing a Contract, Contract owners select much more than a 
particular underlying fund in which to invest their Contract values; 
they also select the specific type of insurance coverage offered by the 
Substitution Applicants under the applicable Contract, as well as 
numerous other rights and privileges set forth in the Contract. 
Contract owners also may have considered AXA Equitable's size, 
financial condition, and its reputation for service in selecting their 
Contract. These factors will not change as a result of the proposed 
Substitutions, nor will the annuity, life or tax benefits afforded 
under the Contracts held by any of the affected Contract owners.
    6. AXA Equitable will reimburse, on the last business day of each 
fiscal period (not to exceed a fiscal quarter) during the two years 
following the date of the proposed Substitution, the subaccounts 
investing in the Replacement Portfolio such that the sum of the 
Replacement Portfolio's total annual operating expense ratio, taking 
into account any expense waivers or reimbursements, and subaccount 
expense ratio (asset-based fees and charges deducted on a daily basis 
from subaccount assets and reflected in the calculations of subaccount 
unit value) for such period will not exceed, on an annualized basis, 
the sum of the Existing Portfolio's total annual operating expense 
ratio, taking into account any expense waivers or reimbursements, and 
subaccount expense ratio for fiscal year 2012. In addition, for twenty-
four months following the date of the proposed substitutions, AXA 
Equitable will not increase asset-based fees or charges for Contracts 
that are in force on the date of the proposed Substitution.
    7. AXA Equitable will reimburse, on the last business day of each 
fiscal period (not to exceed a fiscal quarter) for the life of each 
such Contract, the subaccounts investing in the EQ/Quality Bond PLUS 
Portfolio as a result of the Substitution, such that the sum of the EQ/
Quality Bond PLUS Portfolio's total annual operating expense ratio, 
taking into account any expense waivers or reimbursements, and 
subaccount expense ratio (asset-based fees and charges deducted on a 
daily basis from subaccount assets and reflected in the calculations of 
subaccount unit value) for such period will not exceed, on an 
annualized basis, the sum of the Multimanager Core Bond Portfolio's 
total annual operating expense ratio, taking into account any expense 
waivers or reimbursements, and subaccount expense ratio for fiscal year 
2012. In addition, for the life of each such Contract, AXA Equitable 
will not increase the asset-based fees and charges for affected 
Contracts that are in force on the date of the proposed Substitution.
    8. The Substitution Applicants submit that, for all the reasons 
stated above, the proposed Substitutions are consistent with the 
protection of investors and the purposes fairly intended by the policy 
and provisions of the 1940 Act.

Section 17(b) Relief

    1. The Section 17 Applicants request that the Commission issue an 
order pursuant to Section 17(b) of the 1940 Act exempting them from the 
provisions of Section 17(a) of the 1940 Act to the extent necessary to 
permit them to carry out the In-Kind Transactions.
    2. Section 17(a)(1) of the 1940 Act, in relevant part, prohibits 
any affiliated person of a registered investment company, or any 
affiliated person of such a person, acting as principal, from knowingly 
selling any security or other property to that company. Section 
17(a)(2) of the 1940 Act generally prohibits the same persons, acting 
as principals, from knowingly purchasing any security or other property 
from the registered investment company.
    3. The Existing Portfolios and the Replacement Portfolios may be 
deemed to be affiliated persons of one another, or affiliated persons 
of an affiliated person. Shares held by a separate account of an 
insurance company are legally owned by the insurance company. AXA 
Equitable and its affiliates collectively own substantially all of the 
shares of the Trusts. Accordingly, the Trusts and their respective 
Portfolios could be deemed to be under the control of AXA Equitable. If 
the Trusts and their respective Portfolios are under the common control 
of AXA Equitable, then AXA Equitable is an affiliated person or an 
affiliated person of an affiliated person of the Trusts and their 
respective Portfolios. If the Trusts and their respective Portfolios 
are under the control of AXA Equitable, then the Trusts and their 
respective Portfolios are affiliated persons of AXA Equitable.
    Regardless of whether or not AXA Equitable can be considered to 
control the Trusts and their respective Portfolios, because AXA 
Equitable and its affiliates own of record more than 5% of the shares 
of each Portfolio, AXA Equitable may be deemed to be an affiliated 
person of each Portfolio. Likewise, each Portfolio may be deemed to be 
an affiliated person of AXA Equitable and an affiliated person of an 
affiliated person of each other Portfolio.
    Similarly, because the Manager is an affiliated person of each 
Trust and its Portfolios by virtue of serving as the investment manager 
to each Portfolio and is under common control with AXA Equitable, then 
AXA Equitable may be deemed to be an affiliated person, or an 
affiliated person of an affiliated person, of each Portfolio.
    The proposed In-Kind Transactions could be seen as the indirect 
purchase of shares of certain Replacement Portfolios with portfolio 
securities of certain Existing Portfolios and the indirect sale of 
portfolio securities of certain Existing Portfolios for shares of

[[Page 8610]]

certain Replacement Portfolios. Pursuant to this analysis, the proposed 
In-Kind Transactions also could be categorized as a purchase of shares 
of certain Replacement Portfolios by certain Existing Portfolios, 
acting as principal, and a sale of portfolio securities by certain 
Existing Portfolios, acting as principal, to certain Replacement 
Portfolios. In addition, the proposed In-Kind Transactions could be 
viewed as a purchase of securities from certain Existing Portfolios, 
and a sale of securities to certain Replacement Portfolios, by AXA 
Equitable (or its Separate Accounts), acting as principal. If 
categorized in this manner, the proposed In-Kind Transactions may be 
deemed to contravene Section 17(a) due to the affiliated status of 
these participants.
    4. The Section 17 Applicants submit that the terms of the proposed 
In-Kind Transactions, including the consideration to be paid and 
received, as described in this Application, are reasonable and fair and 
do not involve overreaching on the part of any person concerned. The 
Section 17 Applicants also submit that the proposed In-Kind 
Transactions are consistent with the policies of the relevant Existing 
Portfolios and the relevant corresponding Replacement Portfolios, as 
recited in the current registration statement and reports of the 
relevant investment company filed with the Commission under the federal 
securities laws. Finally, the Section 17 Applicants submit that the 
proposed In-Kind Transactions are consistent with the general purposes 
of the 1940 Act.
    5. The Section 17 Applicants maintain that the terms of the 
proposed In-Kind Transactions, including the consideration to be paid 
and received, are reasonable, fair and do not involve overreaching 
because: (1) The In-Kind Transactions will not adversely affect or 
dilute the interests of Contract owners; and (2) the In-Kind 
Transactions will comply with the conditions set forth in Rule 17a-7, 
other than the requirement relating to cash consideration.
    The In-Kind Transactions will be effected at the respective net 
asset values of each of the relevant Existing Portfolios and each of 
the relevant Replacement Portfolios, as determined in accordance with 
the procedures disclosed in the registration statement for the relevant 
investment company and as required by Rule 22c-1 under the 1940 Act. 
The In-Kind Transactions will not change the dollar value of any 
Contract owner's investment in any of the Separate Accounts, the value 
of any Contract, the accumulation value or other value credited to any 
Contract, or the death benefit payable under any Contract. After the 
proposed In-Kind Transactions, the value of a Separate Account's 
investment in a Replacement Portfolio will equal the value of its 
investments in the corresponding Existing Portfolio (together with the 
value of any pre-existing investments in the Replacement Portfolio) 
before the In-Kind Transactions.
    The Section 17 Applicants assert that because the proposed In-Kind 
Transactions would comply in substance with the principal conditions of 
Rule 17a-7, the Commission should consider the extent to which the In-
Kind Transactions would meet these or other similar conditions and 
issue an order if such conditions would provide the substance of the 
protections embodied in Rule 17a-7. The Section 17 Applicants will 
assure themselves that the investment companies will carry out the 
proposed In-Kind Transactions in conformity with the conditions of Rule 
17a-7, except that the consideration paid for the securities being 
purchased or sold will not be cash.
    The proposed In-Kind Transactions will be effected based upon the 
independent current market price of the portfolio securities as 
specified in paragraph (b) of Rule 17a-7 and at the respective net 
asset values of each of the relevant Existing Portfolios and each of 
the relevant Replacement Portfolios, as determined in accordance with 
the procedures disclosed in the registration statement for the relevant 
investment company and as required by Rule 22c-1 under the 1940 Act. 
The proposed In-Kind Transactions will be consistent with the policy of 
each registered investment company and separate series thereof 
participating in the In-Kind Transactions, as recited in the relevant 
registered investment companies' registration statement or reports in 
accordance with paragraph (c) of Rule 17a-7. In addition, the proposed 
In-Kind Transactions will comply with paragraph (d) of Rule 17a-7 
because no brokerage commission, fee or other remuneration (except for 
any customary transfer fees) will be paid to any party in connection 
with the proposed In-Kind Transactions. Moreover, the Trusts are in 
compliance with the board oversight and fund governance provisions of 
paragraphs (e) and (f) of Rule 17a-7. Finally, a written record of the 
proposed In-Kind Transactions will be maintained and preserved in 
accordance with paragraph (g) of Rule 17a-7.
    Even though the proposed In-Kind Transactions will not comply with 
the cash consideration requirement of paragraph (a) of Rule 17a-7, the 
terms of the proposed In-Kind Transactions will offer to each of the 
relevant Existing Portfolios and each of the relevant Replacement 
Portfolios the same degree of protection from overreaching that Rule 
17a-7 generally provides in connection with the purchase and sale of 
securities under that Rule in the ordinary course of business. In 
particular, AXA Equitable and its affiliates cannot effect the proposed 
In-Kind Transactions at a price that is disadvantageous to any 
Replacement Portfolio and the proposed In-Kind Transactions will not 
occur absent an exemptive order from the Commission. The Section 17 
Applicants intend that the In-Kind Transactions will be carried out in 
substantial compliance with the other conditions of Rule 17a-7 as 
discussed above.
    6. The proposed redemption of shares of each of the relevant 
Existing Portfolios will be consistent with the investment policies of 
that Existing Portfolio, as recited in the relevant investment 
company's current registration statement, because the shares will be 
redeemed at their net asset value in conformity with Rule 22c-1 under 
the 1940 Act. Likewise, the proposed sale of shares of each of the 
relevant Replacement Portfolios for investment securities is consistent 
with the investment policies of that Replacement Portfolio, as recited 
in the relevant Trust's current registration statement, because: (1) 
The shares will be sold at their net asset value; and (2) the 
investment securities will be of the type and quality that a 
Replacement Portfolio could have acquired with the proceeds from the 
sale of its shares had the shares been sold for cash. To assure that 
the second of these conditions is met, the Manager and relevant Adviser 
will examine the portfolio securities being transferred to each 
Replacement Portfolio to ensure that they are consistent with that 
Replacement Portfolio's investment objective and policies and could 
have been acquired by the Replacement Portfolio in a cash transaction.

Conclusion

    For the reasons and upon the facts set forth above and in the 
application, the Substitution Applicants and the Section 17 Applicants 
believe that the requested orders meet the standards set forth in 
Section 26(c) of the Act and Section 17(b) of the Act, respectively, 
and should therefore, be granted.


[[Page 8611]]


    For the Commission, by the Division of Investment Management, 
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-02561 Filed 2-5-13; 8:45 am]
BILLING CODE 8011-01-P


