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. '. :.... ,_~,n , !. ..,....': ~ l-- ...-..._",...,,~.".. , : $ H
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~ .....:...."l \ _:.-­ J)EC L8996 . . ;.11. ~i1(- Our Reference No. IP-7-96


; 

. ~J.:.,,~~1it.V\ ~V.le The Equitable Life Assurance . - ....:~-~:.:.,_::,',...... "'.,,,- ~. . "-,..._._.,-~~,"....~~.,,"....,~.,._",. Society of the United States 

REPONSE OF THE OFFICE OF Equitable Varable Life Insurance INSURCE PRODUCTS Company' 

DIVISION OF INVESTMENT MANAGEMNT Equico Securities. Inc. 

By letters dated Decmber 29, 1995, and Decmber 6, 1996, you seek assurace that 

the sta af the Division of Investment Management wil not recommend enforcement action 

to the Commission agâist The Equitable Life Assurace Society of the Uïited States 

("Equitable"), Equitable Varable 
 Life Insurace Company ("Equitable Varable"), or Equico

Securities, Inc. ("Equico") under Section 5 of the Securities Act of 1933, as amended (the 

"1933 Act"), and Rule 145 thereunder, or Sections 8 and 11 of the Investment Company Act 

of 1940, as amended (the "1940 Act"), if Equitable succees to the position of depositor of 

cert separte accounts of Equitable Varable (the "Separte Accounts") in connection with
 

the merger of Equitable Varable with and into its parent, Equitable (the "Merger"). You 

also request assurace that the staf wil not recommend enforcement action to the
 

Commission if: (1) the change in the depositor for the Separte Accounts as a 
 result of the 

Merger is reflected through the filg of amendments to the registration statements on Form
 

N-8R-2 under the 1940 Act for the Separte Accounts; and (2) new registration statements on 

Form S-6 under the 1933 Act are fued by Equitable and the Separte Accounts to cover any 

securities trasactions effectèd under the varable lie insurance policies funded by the 

Separate Accounts ("Policies") after the Merger. 

You further request assurance that the staff wil not recommend enforcement action to 

the Commission against Equitable and the Separte Accounts if, afer consummation of the 

Merger, they continue to rely on the exemptive orders cited in your December 6, 1996 letter 

and obtaed on behal of Equit~ib1e Varable, the Separte Accounts, and any other paries 

named therein, without filg amended or new applications for the-' same relief previously 

grated by the Commission.
 

You state that Equitable and Ecûítable Varable are New York stock lie insurace 

compaïies, and 
 are currently authori to sell insurace and anuities in al fifty states, the 

District of Columbia, PUerto Rico, and the Virgin Islands. Equitable Varable is a wholly 

owned subsidiar of Equitable. You further state that Equitable Varable is the depositor of 

the Separte Accounts, which are registered as unit investment trusts under the 1940 Act on 

Form N-8B-2. Interests in the Separte Accounts are registere under the 1933 Act on 

Form S-6. You represent that Equitable Varable established the Separte Accounts to fund 

the Policies. £: 

In addition, you represent that Equico is the pricipal underwriter of the Separte 

Accounts, and distributes the Policies that ar currently being offeredJor sale. Equico is 

registered as a broker-dealer under the Securities Exchange Act of 1934. ' 
li 

;'i"¥ 

~ "".l't 

-2­

In your letters, you explain that, on January 1, 199-7, Equitable Variable wil be
 

merged with and into Equitable, with Equitable as the surviving entity. As a consequence of
 

the Merger, Equitable wil be the legal owner of all of the assets of Equitable Variable,
 

including the Separate Accounts. You state that the Merger has been approved by the Boards
 

of Directors and shareholders of both Equitable and Equitable Varable and by the New York
 

Deparment of Insurace. 

Based on the facts and representations 
 in your letters, and without necssay 

agreeing with. 
 your legal.analysis, we would not recommend enforcement action to the 

Commissiori agaist 
 Equitable, Equitable Varable, or Equico under Section 5 of the 1933
 

Act and Rule 145 thereunder or Sections 8 and 11 of the 1940 Act 
 if Equitable succees to 

the position of depositor of the Separte Accounts in connection with the proposed Merger. 

In addition, we.would.not recommend enforcement action to the Commission if: (1) the 

change in the depositor for the Separte Accounts as a, result of the Merger is reflected 

through the filg ofamendmeiits to the registration statements on Form N-8B-2 under the
 

1940 Act for the Separte Accounts; and (2) new registratiot1 statements on Form S-6 under 

the 1933 Act are fied by Equitable and the Separte Accounts to cover any securities 

trasactions effected under the Policies afer the. Merger. 

We also would not recommend enforcement actio'n to the Commission agaist 

Equitable or the Separte Accounts if, afer consummation of the Merger, they continue to
 

rely on the exemptive orders cited in your December 6, 1996 letter and obtaed on behal of 

Equitable Varabiè, the Separte Accounts, and any other paries named therein, without


filng amended or new applications for the same relief previously grated by the
 

Commission.
 

Our position is based paricularly on your representations that: (1) the succession of
 

Equitable to the position of depositor of the Separte Accounts and issuer of the Policies wil
 

not result 
 in the offer or sale of any new or diferent security or Ii the creation of a new or 

, diferent investment company issuer; (2) 'Equitable and the Separte Accunts wil fie
 

amendments to the existing registration statement~ of the Separte Accounts on Form N-8B-2
 

under the 1940 Act to reflect the changè'in legal ownership of the ,assets of the Separte
 

Accounts as a result of the Merger; (3) Equitable and the Separte Accounts wil fue new
 

registration statements 
 on Form S-6 under the 1933 Act, which wil become effective on or
 

about the effective date of the Merger, so that registration statements wil be ,effective for
 

any securities trasactions effected under the 
 Policies afer tht1 Merger; and (4) the owners of 

the Policies wil receive a prospectus that describes the Merger. 

t; 

.. 
li 

.__._~ ..~:; 

-3­

B~ause our position is based on the facts and representations in your letter, you 

should note that different facts or representations may require a different conclusion. 

Further, this response expresses the Division's position on enforcement action only, and does 

not purport to express any legal conclusions on the issues presented. 

~i(~.

Pamela K. Ells
 

Senior Counsel 

£' 
li 

Betlt N. Zeiger 

Counsel 

(212) 554,3607 

Fa:,,: (212) 554-1266 

IA W DEPARTMEN EQUITABLE 

December 6, 1996 

\"ec \1. ,0\ P
 

Pamela K. Ells, Esq. .
 \d\ cqq~ 

Offce of Insurance Products 

Room 10159, Mail Stop 8-1 

Division oflnvestment Management 

Securities and Exchange Commssion 

Fifth Street, N.W.
 

Washington, D.C. 20549
 

450 

Re: The Equitable Life Assurance Society of the United States (UEquitable ''), 

Equitable Variable Life Insurance Company (UEquitable Variable'') 

and EQ Financial Consultants, Inc. (formerlv Equico Securities, Inc.) 

Dear Ms. Ells: 

This letter is in response to the telephone conversation you had with Thomas C. 

Lauerman of 
 Freedman, Levy, Kroll & Simonds on Tuesday, November 26, 1996, during

which you advised Mr. Lauerman of the staffs cOmnents with respect to the above- , ,
 

captioned no-action request dated December 29, 1995. Captioned terms in this letter have 

the same meanings as in the December 1995 Letter. The following responses and
 

additional information supplements and/or supersedes, as applicable, the information 

contained in the December 1995 Letter. 

You requested further explanation of the affliation between The Hudson River 

Trust and Equitable. Alliance Capital Management L.P., the Tru-st's investment adviser, is 

indirectly majority-owned by Equitable. A statement to this effect was included in the 

December 1995-Letter in the first paragraph on page 3. Moreover, separate accounts of 

Equitable and Equitable Variable were the record owners of approximately 99.6% of the 

Trust's shares as of March 31, 1996; EQ Financial Consultants, Inc., the Trust's 

distributor, is a wholly-owned subsidiary of 
 Equitable; and certain directors and offcers of

the Trust are also directors and/or offcers of 
 Equitable and its affliated cömpanies.

You have asked for an update on the status of the approvals necessary to 

consummate the Merger. The Merger is scheduled to occur on January I, 1997. The 

Merger was approved by the Executive Commttees of the Boards of Directors of t-­

Equitable and Equitable Variable on August 14, 1996, and such approval was ratified by 

the respective Boards on September 19, 1996 and September 20, 1996, respectively. The 

Merger was approved by votes of shareholders of both. Equitable and Equitable Variable 

on September 19, 1996. The Merger was approved by the New York Department of 

Insurance on September 27, 1996. No other approvals, regulatory or other, are required
 

THE EQUITABLE LIFE ASSURACE SOClElY 787 7TH AVENUE, NEW YORK, NEW YORK 10019
 
'­:~'7 

to consummate the Merger. The paries fully intend to consummate the Merger and are 

aware of nothig at this time that would prevent such consummation. 

3. You have asked us to update the 
 list of orders cited in footnote no. 12
 of the

December 1995 Letter. We have reviewed the orders listed in footnote no. 12.1 Based òn 

several factors, including the recent changes to Sections 26 and 27 of the 1940 Act, we 

the orders listed in footnote no. 12. We 

continue, however, to desire the requested no-action relief for the following orders:
 

J
 

amend our request to omit reliance on several of 


file No. 812-6159, ReI. No. 14860 (Dec. 18, 1985) (notice) and ReI. No. IC-14899 (Jan. 14, 1986) (order) ReI. (mied and shared fuding relief)~ File No. 812-5739, ReI. No. IC-13868 (Apr. 5, 1984) (notice) and 


No. IC-13931 (May 8, 1984) (order) (contingent deferred saes load relieffor The Champion policy)~ File 

No. 812-5475, ReI. No. IC-13402 (Jul. 26, 1983)(notice) and ReI. No. IC-13443 (Aug. 18, 1983) (order) 

(contingent deferred sales load relieffor the SP-i'policy). 

staff does not intend to entertain any further requests 

"for no..action relief under Sections 17 (a) and 17 (d) of the 1940 Act in situations where 

separate accounts are being transferred in connection with an insurance company merger I'	 unless novel circumstances are presented,.2 Accordingly, we withdraw our request in the 

December 1995 Letter that the staff not recommend any enforcement action in connection 

with the transactions described in the December 1995 Letter with respect to Section 17 of 

4. You advised us that the 


the 1940 Act. 3 

.Please call either the undersigned at (212) 554-3607 or Thomas C. Lauerman at 

you have any questions or require 

further information. Thank you for you assistance with respect to this matter. 

Freedinan,Levy, Kroll & Simonds at (202) 457-5106 if 


Very truly yours,

Beth N. Zeiger
 

/3~

cc: . Thomas C. Lauerman
 

Mary P. Breen 

47374 

l.' 

.. 

i There have been no additional orders obtaned since the date of 
 the Dece¡nber 1995 Letter.
 

2 See Metropolita Life Ins. Co., pub. avail. May 17, 1996, at footnote 1.
 

3 We also acknowledge thatthe correct date of 
 the Merrll Lynch Life Insurance Company nö-action letter 

cited in footnote no. 11 to the December 1995 Letter is September 26, 1991. .
 
/e.,i~ r 31 11Q(/
 

Mary P. Breen 

i'ice President 

and Coimsel
 

(212) 554-3841 

Fax: (212) 554-1117 TIE
 

EQUITABLE LAW DEPARTMENT


1933 Act Section 5 

Rule 145
 

1940 Act Section 8 

Section 11
 

Section 17
 

December 29, 1995 

Ms. BrendaD. Sneed
 

Assistant Director 

Offce ofInsurance Products
 

and Legal Compliance 

Room 10 162, Stop 10-6 

Division of 
 Investment Management

Securities and Exchange Commssion 

450 Fifth Street, N.W. 

Washington, D.C. 20549 

Re: The Equitable Life Assurance Society of the United States, 

Equitable Variable Life Insurance Company 

and Equico Securites. Inc. 

Dear Ms. Sneed:
 

I am wrting on behalf of The Equitable Life Assurance Society øf the United States
 

C'Equitable"), Equitable Variable Life Insurance Company ("Equitable Varable") and Equico

Securities, Inc. ("Equico") to request that the staf advise us that it would not recommend 

. enforcement action to the Securities and Exchange Commssion (the "Commssion") under 

Section 5 of the Securities Act of 1933 (the "Securities. Act") and Rule 145 thereunder, and 

Sections 8, 11 and 17 of the Investment Company Act of i 940 (the "1940 Act"), in connection 

Equitable Variable with and into its parent, Equitable (the "Merger"), as set forth 

more fully below. The staff has, in the past, responded favorably to no-action requests seeking t, 

with a merger of 


1 

relief from thes.e provisions of the Securities Act and 1940 Act for similar transactions. 


.. 

1 See, e.g., Allegiance Life Insurance Company Separate Account A (pub. avaiL. July 31, 1990)~ Mass Life 

Insurance Company of New York (pub. avaiL. Nov. 14, 1989)~ Anchor Natianal Life Insurance Company (pub.
 

avaiL. Nov. 8, 1989)~ Lincoln National Pension Insurance Company (pub. avaiL. Dec. 29, 1988)~ Provident Mutual
 

Variable Life Insurance Company (pub. avaiL. Feb. 2, 1987); JejJrsonNational Life Insurance Company (pub.
 

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNIT-ED STATES 787 SEVENTH AVENUE, NEW YORK, NEW YORK 10019
 
-..
 

Ms. BrendaD. Snee 

Decmber 29, 1995 

Page 2 

i. Background
 

the United States A. The Equitable Life Assurance Society of 


Equitable is a stock life insurance company organed under the laws of the State of New 

York and has been in continuous operation since 1859. Equitable is currently authorized to sell 

, insurance and annuities in all fift states, the District of Columbia, Puerto Rico a.nd the Virgin 

Islands. Equitable is a wholly-owned subsidiary of 
 The Equitable Companies Incorporated. As of


June 30, 1995, Equitable had assets in excess of$lOO bilion. 

B. Equitable Variable Life Insurance Company
 

Equitable Variable is a stock life insurance company organized under the laws of the state 

of New York in 1972. Equitable Variable is authorized to sell insurance and annuities in all 50
 

state~, the District of Columbia, Puerto Rico and the. Virgin Islands. Equitable Variable is a
 

wholly-owned subsidiary of Equitable. As of June 30, 1995, Equitable Variable had assets in
 

excess of $13 billon.
 

Equitable Variable is the depositor of Separate Account land Separate Account FP (the 

"Separate Accounts"), which are registered as unit investment trusts under the 1940 Act on Form
 

N-8B-2.2 The Separate Accounts were established pursuant to New York Insurance Law3 to
 

fund variable life insurance policies issued by Equitable Variable (the "Policies"). Interests in the
 

Separate Accounts are registered under the Securities Act on Form S-6.4 As of June 30, 1995,
 

the Separate Accounts had net assets of nearly $4.bilion.
 

avaiL. Oct. 9, 1986); American General Life Insurance of Delaware (pub. avaiL. Mar. 13, 1986); and Voyager Life
 

Insurance Company (pub. avaiL. Jan. 10, 1986).
 

2 File Nos. 811-2581 (Separate Account I) and 811-4335 (Separate Account FP). The term "depositot' with
 

respect to a unt investment tr (UT) is defined to include the person primanly responsible for the organzation
 

of the UI and the person who has continuing fuctions or responsibilties with respect to the admnistation and 

afairs of the UI other than as trtee or cusodian. See, Form N-8B-2.
 

3 Separate Account I was established on June 28, 1973, and Separate Account FP was estblished on April 19, 

1985. .t.,.­

4 File Nos. 2-54015, 2-98590; 33-40590, 33-8237, 33-38594, 33-47928 and 33-83948. 'Equitable Vanabl~ also
 

may have additional registration statements effective sometime next yea relating to new form of Policies. Other
 

than the Separate Accounts, Equitable Vanable has no separate accounts that àre registered under the 1940 Act.
 

Nor does Equitable Vanable or any of its separte accounts have any Securties Act registration statement on fie 

with the Commssion, except as described herein. 

- 2­
Ms. Brenda D. Snee 

Decmber 29, 1995 

Page 3
 

Divisions of 
 the Separate Accounts invest solely in the shares of corresponding portfolios

of The Hudson River Trust C'the Trust"). The Trust is an open-end management investment
 

company for which a Form N1-A registration statement is currently effective.s The Trust is a 

"series" fund. which is, currently divided into thirteen separate portfolios. Alance Capital 

Management L.P. ("Alliance") serves as investment 
 adviser to the Trust. Alliance is indirectly

majority-owned by Equitable. 

C. Equico Securities, Inc.
 

Equico is the principal underwter of the Separate Accounts and, pursuant to an 

agreement with Equitable and Equitable Variable, distributes the Policies that are currently being 

offered for sale. Equico was organized under the laws .ofthe State of 
 Delaware in 1971. Equico

is registered 
 as a broker-dealer under the Securities Exchange Act of 1934.6 

II. The Proposed Transactions
 

Equitable and Equitable Variable have under consideration entering into an agreement and 

plan of merger .(the "Merger Agreement") under which, pursuant to applicable state law, 

Equitable Variable would be merged with and into Equitable. with Equitable as the survving 

corporation.. Upon consummation of 
 the Merger, which would be expected to occur on or about

January 1, 1997, Equitable Variable's separate corporate existence would cease by operation of 

law and the business conducted by Equitable Variable would thereafter be conducted by
 

Equitable. As a consequence of the Merger, Equitable would be the legal owner of all of the 

. assets of Equitable Variable, including the Separate Accounts. Equitable would also become 

responsible for all of 
 Equitable Variable's liabilities and obligations, including those created under

the Policies outstanding at the time of the Merger. Section 7112 of the New York Insurance Law 

provides: 

"Upon the merger or consolidation of any companies in the manner herein provided. all 

the rights, franchises and interests of the constituent companies. in and to every species' of 

property, real, personal and mixed, and things in action thereunto 'belonging. shall be 

deemed as transferred to and vested in the survvig or consolidated company, without
 

any other deed or transfer, and simultaneously therewith such survving or consolidated 

company shall be deemed to have assumed all of the liabilties of the constituent 

companies. II 

N.Y. Insurance 
 Law §7112 (McKinney 1985). k 

., 

5 File Nos. 2-94996 and 811-4185. 

6 File No. 8-17883. 

- 3 ­
_..
 

Ms. BrendaD. Snee 

Decmber 29, 1995 

Page 4 

Thus, in effect, the Policies would become varable life insurance policies funded by 

separate accounts of Equitable. The Separate Accounts would continue to receive additional 

payments made under the Policies to the extent allocated to the Separate Accouiits.7 Equitable 

also might continue to offer to new customers those Policies currently available for sale, and may 

in the future issue new forms of variable lie insurance policies that will be funded by the Separate 

Accounts. 

The Merger would have the effect of changing the ownership of Trust shares held by 

Equitable Varable, as depositor for the Separate Accounts, to Equitable, as the new depositor for 

the Separate Accounts. This change would not affect the respective net asset values of the Trust 

shares involved, and no charges will be imposed, or other deductions made, in connection 

therewith. The Merger would not affect any unit values of the Separate Account investment 

divisions investing in the Trust shares. All costs 
 of the Merger would be borne by Equitable and

Equitable Variable. 

The Merger Agreement would be subject to approval by the respective Boards of 

Directors of Equitable and Equitable Variable, as well as by their respective shareholders, in 

accordance with applicable state law. Prior approval of the Merger would also be obtained from 

the New York Department of Insurance and any other applicable regulatory authority. No vote 

or consent of owners of either Equitable Variable's policies or Equitable's contracts would be 

solicited with respect to the Merger because Equitable and Equitable Variable believe that under 

applicable state law no such vote would be required to consummate the Merger. 

The Merger would have no effect on the Separate Accounts, except for the change in the 

insurance company acting as depositor for the Separate Accounts. The assets and liabilities that 

comprise the Separate Accounts immediately before the Merger would remain intact, physically 

and legally segregated from any other business, including any -,other separate accounts, of 

Equitable after the Merger. The Separate Accounts would continue to maintain their separate 

status as unit investment trusts registered under the 1940 Act. 8 There would be no event 

affecting the Separate Accounts in connection with the Merger that would require a vote of the 

owners of the Policies under the 1940 Act. In sum, the Separate Accounts after the Merger 

would operate in the same manner as before the Merger. 

7 Some of the Policies also permt premium to be allocated to a general account option. In reliance on Securties 

Act Section 3(a)(8), Equitable Vanable has not registered interests under such option. 

,~,

/.

8 The so-called "ectoplasm" theoiy of the natue of a separte account, in our view, support the position that the 

Separate..Accounts, as such, would have a continuing, unnterrpted existence, notwthstading the change of the
 

insance company servng as their depositor and having legal ownership of their assets. See L. Loss and J. 

Seligman, Securites Regulation, 1008-1011 (1989); Prudential Life Ins. Co. of Am.,~41 SEC 335, 340-341 (1963), 

afd sub. nom., Prudential Life Ins. Co. of Am. v. SEC, 326 F.2d 383 (3rd Cir. 1984), cert. denied, 377 U.S. 953 

(1964). 

- 4­
'­

'.~r1 

Ms. BrendaD. Snee 

Decmber 29, 1995 

Page 5
 

Moreover, except for the succession of Equitable to Equitable Variable's obligations and 

liabilties arising under, the then outstanding Policies, the Merger would not afect the provisions 

of, or rights and obligations under, the Policies; nor would the Merger afect the values 

determned under the Policies. None of the existing investment options would be substituted or 

termnated in 
 connection with the merger. No payments would be required or charges imposed

under the Policies in connection with, . or by vie of, the Merger that would not 
 otherwse be


required or imposed had the Merger not occurred. In view of the foregoing, owners of the 

Policies would have no investment decision to make with respect to the Merger. 

II. Discussion
 

As discussed more fully below, it is our view that with regard to the change in the 

depositor's identity pursuant to the Merger: 

the Securities Act and Rule 145 thereunder would be inapplicable and (a) Section 5 of 


no registration statements on Form N-14 would be required; 

the 1940 Act would be inapplicable; and (b) Sections 8, 11, 17(a) and 17(d) of 


(c) any and all exemptive relief obtained before the Merger by Equitable Variable
 

and/or the Separate Accounts under the 1940 Act with respect to the Separate Accounts could 

continue to be relied upon by Equitable and the Separate Accounts, and the other parties thereto, 

without any need for the filing of an amended or duplicative exemptive application with the
 

Commssion. 

A. Section 5 of 
 the Securities Act and Rule 145 Thereunder Would be Inapplicable to

the Change of 
 the Separate Accounts' Depositor Pursuant to the Merger.

It is our view that the succession of Equitable to the position of depositor of the Separate 

Accounts and issuer of the Policies would not result in the offer or sale of ány new or diferent 

security of in the creation of a new or different investment company issuer for purposes of 

the Securities Act or Rule 145. thereunder. The Separate Accounts would remain 

intact afer the Merger, and their assets would be legally segregated from all other assets, 

Section 5 of 


including any other separate accounts of 
 Equitable.

No change would be made to the Policies, except that, by operation of law, Equitable l. would succeed Equitable Variable as the issuer of the Policies and would, accordingly, guarantee 

the riglls and benefits provided by the Policies to Policyowners.9 These rights and benefits (e.g., 

surrender rights, death benefits, etc.) would remain the same but would be guaranteed by 

9 Some state insuance deparents will require an endorsement to outstading policies to reflect the change of 

issuer. 

- 5­
li 

.-. 

.:',; 

Ms. BrendaD. Snee 

Decmber 29, 1995 

Page 6 

Equitable's larger pool of assets. The portion of the Policies' cash values that are allocated to thethe Separate Accounts would remai funded by the same pool of ~ssets that presently constitutes 


Separate Accounts, and each division of the Separate Accounts would continue to invest in shares
 

of the same portfolio of the Trust.
 

Indeed, the Merger would only change the insurance company guaranteeing the death
 

benefit and certain other contractual rights, and would not afect those aspects that cause the
 

Policies to be treated as securities, e.g., the investment Separate Account interests under the 


options available through the Separate Accounts. Moreover, as discussed above, owners of the
 

Policies would not be asked to make a new investment decision, since their vote or consent would
 

not be required in connection with Equitable's succession to Equitable Vanable as issuer of their
 

the Merger. Based
 on this analysis, we believe that Section Sand Rule 145
 Policies as a result of 


would be inapplicable to the change of the Separate Accounts' depositor. Accordingly, we 

believe that registration statements on Form N-14 would not be required. 

B. Section 8 of the 1940 Act Would be Inapplicable to the Change of Depositor
 

Pursuant to the Merger. 

It is our view that the succession of Equitable to the position of depositor of the Separate 

Accounts as a result of the Merger could, and should, be effected through the amendment of the 

Separate Accounts' existing registration statements under the 1940 Act rather than through the 

filing of new notifications of registration and registration statements for the Separate Accounts change the pursuant to Section 8 of the 1940 Act. The change in the depositor would not 


structure or operation of the Separate Accounts or their relationship to the insurance company 

the Policies. The Separate Accounts would continue to be 

treated as separate entities for all relevant purposes, including financial reporting. 

issuing the Policies or to the owners of 


Equitable and the Separate Accounts would file amendments to the Separate Accounts'
 

existing registration statements on Form N-8B-2 under the 1940 Act to reflect the change in legal 

ownership of the Separate Accounts' assets as a result of the Merger. Equitable and the Separate 

Accounts .~lso would file new registration statements on Form S-6, or any successor form under 

the Securities Act so that registration statements would be effective for any securities transactions 

effected under the Policies after the Merger. Equitable would fie these registration statements in 

the Merger-l° order to ensure that they would become effective on or about the effective date of 


/, -~"" 

.. 

10 These registrtion sttements would contan new prospectses (or previously issued prospectues and 

supplements thereto) describing the Merger, among other thngs. Appropriate copies of these prospectues or 

supplements would be used for new saes or sent to existing owners. of outstading Policies, as the case may be, 

afer the Merger. 

- 6­
li 

Ms. BrendaD. Snee 

Decmber 29, 1995 

Page 7
 

11 of the 1940 Act Would be Inapplicable to the Change of Depositor 

Pursuant to the Merger. 

C. Section 


Based on the same analysis, we also believe that the change of depositor pursuant to the 

Merger would not involve an exchange of securities issued by an investment company, namely the 

interests in Equitable Vanable's Separate Accounts, for another security of an investment 

company for purposes of Section 11 of the 1940 Act. However, should this transaction be 

viewed as an offer of exchange of investment company secunties withi the meanig of Section
 

11 of 
 the 1940 Act, we believe'that the proposed transaction would comply with the requirements 

of Rule 11a-2 thereunder, because any such deemed exchange would be made pursuant to an 

offer by an affliated insurance company and would be effected at relative net asset values. Thus, 

Commssion approval of this transaction should not be required under Section 11 of the 1940 Act. 

Would be Inapplicable to the Change ofDeposil~r 

Pursuant to the Merger. 

D. Section 17(á) of the 1940 Act 


It does not appear to us that the change of depositor pursuant to the Merger would 

involve the purchase or sale of any secunty or other propert to or from the Separate Accounts 

requiring an exemption from Section 17(a). The Separate Accounts would not sell any assets to . ) 

Equitable in connection with the Merger and would not be parties to the Merger Agreement. The 

assets of the Separate Accounts would not be combined with those of any other separate account 

or entity as a result of the Merger. 11 As explained above, the Separate Accounts would remain 

intact as segregated pools of assets. 

E. Section 17 (d) of the 1940 Act Would be Inapplicable to the Change of Depositor
 

Pursuant to the Merger. 

It is also our view that the change of depositor pursuant to the Merger would not involve 

the 1940; Act and Rule 17d-l 

thereunder in order for the Merger to be effected. As explained above, the Separate Accounts 

would not paricipate in the transactions related to the Merger, except to the extent that, through 

a '~ointll transaction requinng an exemption from Section 17(d) of 


their depositor, they would make appropnate filings with the Commssion to reflect the change of 

such depositors. Equitable and Equitable Varable would bear the expense of these filings and all 

other expenses relating, directly or indirectly, to the Merger. Accordingly, the Merger would not 

l; 

i i In tls regard, the present request can be distngushed from pnor no-action requests where additional
 

exemptive relief under Section 17(a) of the 1940 Act was obtaned. See, e.g., Merril Lynch Life Insurance 

Company (pub. avaiL. Sept. 25, 1991) (assets of pre-existing anuity separate accounts of merged and suving 

insance companes to be combined upon consuation of merger)~ Harijord Life Insurance Company (pub. 

avaiL. Feb. 16, 1988) (assets of pre-existing separate accounts of merged and suving insurance companes to be 

combined upon consumation of 
 merger). 

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Ms. Brenda D. Snee 

Decmber 29,1995 

Page 8
 

result in any expenditure or receipt of funds by the Separate Accounts or in any sharing by the 

Separate Accounts in the profits or losses of any venture with any other person. 

Exemptive Relief
 Previously Granted. 6. Continuation of 


We believe that the several exemptions under the 1940 Act that Equitable Variable and the 

Separate Accounts have received12 should continue to be applicable to Equitable and the Separate 

Accounts, and the other parties thereto, afer the Merger is consummated, without filing amended

exemptions with the
 Commssion. Their continued or duplicative applications for the same 


because the Merger would not change either the structre or 

operations of the Separate Accounts, nor their relationship to the depositor or the owners of the 

applicabilty is. appropriate 


Equitable to Equitable Variable as
 Policies. The only resulting change would be the succession of 


issuer of the Policies and depositor for the Separate Accounts. It is our view that such a change 

would have no impact upon, and would not be relevant to, the exemptions that were previously ~ granted or the justifications offered for those exemptions. In further support of our position, ~e 

note that the staff has taken a favorable position on this issue in a series of no-action letters 

13 addressing comparable transactions. 


12 Equitable Variable Life Insurance Company, et.al., File No. 812-9270, ReI. No. IC-21032 (Api' 26, 1995) 

(notice) and Rd. No. IC-2lO94 (May 24, 1995) (order); File No. 812-9086, ReI. No. IC-20762 (Dec. 9, 1994) 

(notice) and ReI. No. IC-20822 (Jan. 6, 1995) (order),; File No. 812-8650, ReI. No. IC-20025 (Jan. 19, 1994) 

(notice) and ReI. No. IC-20109 (Mar. 3, 1994) (order); File No. 812-7921, ReI. No. IC-18867 (Jul. 27, 1992) 

(notice) and ReI. No. IC-18906 (Aug.. 24, 1992) (order); File No. 812-6159, ReI. No. 14860 (Dec. 18, 1985) 

(notice) and ReI. No. IC-14899 (Jan. 14, 1986) (order); File No. 812-6009, ReI. No. ie-14338 (Jan. 23, 1985) 

(notice) ard ReI. No. IC-14391 (Feb. 22, 1985) (order); File No. 812-5739, ReI. No. IC-13868 (Apr. 5, 1984) 

(notice) and ReI. No. IC-13931 (My 8, 1984) (order); File No. 812-5475, ReI. No. IC-13402 (Jul. 26, 1983) 

(notice) and ReI. No. IC-13443 (Aug. 18, 1983) (order); File No. 812-4113, ReI. No. IC-9707 (Apr. 4, 1977) 

(notice) and ReI. No. IC-9745 (Apr. 29, 1977) (order); File No. 812-3994, ReI. No. IC-9396 (Aug. 12, 1976) 

(notice) and ReI. No. IC-9432 (Sep. 8, 1976) (order); File No. 812-3824, ReI. No. IC-8931 (Sep. 11, 1975) (notice)

and ReI. No. IC-8992 (Oct. 16, 1975) (order). ' 

13 See, e.g., Security First Lif Insurance Company (pub. avaiL. Jan. 17, 1992); UNUM Life Insurance Company /, """. 

(pub. avaiL. Oct. 24, 1991); California - Western States Life Insurance Company (pub. avaiL. Dec. 9, 1991); Merril 

Lynch Life Insurance Company (pub. avaiL. Sept. 26, 1991); Mass Life Insurance Company (pub. avaiL. Nov. 14, 

1989); Anchor National Life Insurance Company (pub. avaiL. Nov. 8, 1989); Lincoln National Pension Insurance 

Company (pub. avaiL. Dec. 29, 1988); Hartford Lif Insurance Company (pùb. avaiL. Feb. 16, 1988); Provident 

Mutual Variable Life Insurance Company (pub. avaiL. Feb. 2, 1987); and Voyager Life Insurance Company (pub. 

avaiL. Jan. 10, 1986). 

- 8­
.--


Ms. Brenda D. Snee 

Decmber 29, 1995 

Page 9
 

iv. No-Action Request
 

In view of these circumstances, we respectfully request that the staf issue a letter 

.' indicating that it would not recommend that the Commssion take any enforcement action in
 

connection with the transactions described herein with respect to Section 5 of the Securities Act
 

the 1940 Act. In addition, we request that
 and Rule 145 thereunder, and Sections 8, 11 and 17 of 


the staff advise us that it would not recommend any action if: (i) change in the depositor for the
 

Separate Accounts as a result of the Merger is effected through the filing of an amendment to the
 

registration statement on Form N-8B-2 for the Separate Accounts under the 1940 Act; and (ii)
 

new registration statements on Form S-6, or any successor form, for the Policies are filed by
 

Equitable and the Separate Accounts to cover any securities transactions effected under the
 

Policies after the Merger. Finally, we request the staffs concurrence in ,our view that the
 

~	 exemptive orders cited herein, to the extent they continue to be relied upon, will continue to be 

applicable to the Separate Accounts, and to their new depositor, Equitable, without filiI1g 

amended or duplicative applications for the same exemptions with the Commssion. 

If you have any questions or require further information with respect to this matter, please
 

call the undersigned at (212) 554-3841 or Tom Lauerman at Freedman, Levy, Kroll & Simonds at
 

(202) 457-5106. 

Very truly yours, 

!J7 pr ~ 

Mary P. Breen 

cc: Thomas C. Lauerman 

NEI _l,doc0330- i
 

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