29596 Federal Register / Vol. 83, No. 122 / Monday, June 25, 2018 / Notices 

11 17 CFR 200.30–3(a)(12). 

1Each of AXA Advisors, AXA Distributors, ALPS 

Distributors, and ABI are registered with the 

Commission as broker-dealers and are members of 

the Financial Industry Regulatory Authority. 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR-Phlx-2018–46. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–Phlx–2018–46, and should 

be submitted on or before July 16, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–13506 Filed 6–22–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

33126; 812–14734] 

AXA Equitable Life Insurance 

Company, et al. 

June 19, 2018. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of Application for an order 

approving the terms of certain offers of 

exchange pursuant to section 11 of the 

Investment Company Act of 1940, as 

amended (the ‘‘1940 Act’’). Applicants 

request an order approving the terms of 

certain offers of exchange between 

certain separate accounts supporting 

variable annuity contracts and certain 

registered open-end management 

investment companies. 

APPLICANTS: AXA Equitable Life 

Insurance Company (‘‘AXA Equitable’’), 

a New York stock life insurance 

company; Separate Account A of AXA 

Equitable Life Insurance Company 

(‘‘Separate Account A’’), registered 

under the 1940 Act as a unit investment 

trust and a ‘‘separate account’’ as 

defined in section 2(a)(37) of the 1940 

Act; AXA Advisors, LLC (‘‘AXA 

Advisors’’); AXA Distributors, LLC 

(‘‘AXA Distributors’’); ALPS 

Distributors, Inc. (‘‘ALPS Distributors’’); 

and AllianceBernstein Investments, Inc. 

(‘‘ABI’’ and, together with AXA 

Equitable, Separate Account A, AXA 

Advisors, AXA Distributors, ALPS 

Distributors, and ABI, the 

‘‘Applicants’’).1

FILING DATES: The application was filed 

on January 10, 2017, and amended on 

June 23, 2017; November 21, 2017; and 

April 10, 2018. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the application will be 

issued unless the Commission orders a 

hearing. Interested persons may request 

a hearing by writing to the 

Commission’s Secretary and serving the 

Applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on Monday, July 16, 2018 

and should be accompanied by proof of 

service on the Applicants, in the form 

of an affidavit or, for lawyers, a 

certificate of service. Pursuant to rule 0– 

5 under the 1940 Act, hearing requests 

should state the nature of the writer’s 

interest, any facts bearing upon the 

desirability of a hearing on the matter, 

the reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F Street 

NE, Washington, DC 20549–1090. 

Applicants: Shane Daly, AXA Equitable 

Life Insurance Company, 1290 Avenue 

of the Americas, New York, NY 10104; 

and Christopher E. Palmer, Esq., and 

Andrew L. Zutz, Esq., Goodwin Proctor 

LLP, 901 New York Avenue NW, 

Washington, DC 20001. 

FOR FURTHER INFORMATION CONTACT: 

James D. McGinnis, Senior Counsel, at 

(202) 551–3025, or Parisa Haghshenas, 

Branch Chief, at (202) 551–6723 

(Division of Investment Management, 

Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

website by searching for the file 

number, or an applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Summary of the Application 

1. Applicants seek an order on behalf 

of AXA Equitable and any current or 

future affiliated life insurance company 

(each, an ‘‘Insurance Company’’ and, 

collectively, the ‘‘Insurance 

Companies’’), Separate Account A and 

any current or future separate account of 

an Insurance Company (each, a 

‘‘Separate Account’’ and, collectively, 

the ‘‘Separate Accounts’’), and AXA 

Advisors, AXA Distributors, ALPS 

Distributors, ABI, and any current or 

future broker-dealer serving as principal 

underwriter of variable annuity 

contracts issued by an Insurance 

Company or registered open-end 

management investment companies 

advised by an affiliate of an Insurance 

Company. 

2. Separate Account A is registered 

under the 1940 Act as a unit investment 

trust for the purpose of funding certain 

variable annuity contracts issued by 

AXA Equitable (any such contract and 

any other current or future variable 

annuity contract issued by an Insurance 

Company that is funded by a Separate 

Account is hereinafter referred to as a 

‘‘Contract’’ and collectively, the 

‘‘Contracts’’). Security interests under 

the Contracts have been registered 

under the Securities Act of 1933. The 

Contracts currently offer various 

subaccounts of Separate Account A, 

each of which invests exclusively in a 

single corresponding portfolio of EQ 

Advisors Trust or AXA Premier VIP 

Trust (together, the ‘‘Affiliated Trusts’’) 

or certain unaffiliated trusts (the 

‘‘Unaffiliated Trusts’’ and collectively 

with the Affiliated Trusts, the ‘‘Trusts’’). 

The Trusts are registered under the 1940 

Act as open-end management 

investment companies with multiple 

separate series or portfolios. The 

Contracts may offer additional 

subaccounts of Separate Account A or 

any other Separate Account in the 

future, each of which may invest in any 


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Federal Register / Vol. 83, No. 122 / Monday, June 25, 2018 / Notices 29597 

2Participants may also direct investments under 

the Program to investment options under annuity 

contracts that do not utilize a separate account 

registered under the 1940 Act (the ‘‘Non-1940 Act 

Investment Options’’). Because the interests in the 

Non-1940 Act Investment Options are not securities 

issued by a registered investment company, 

exchanges involving those interests are not subject 

to Section 11 of the 1940 Act. No exemptive relief 

is being sought in this Application with respect to 

exchanges to and from the Non-1940 Act Options. 

Participants may also direct investments to 

registered open-end investment companies (i.e., 

mutual funds) for which Applicants or their 

affiliates do not serve as investment adviser or 

principal underwriter (the ‘‘Unaffiliated Funds’’). 

Because Unaffiliated Funds and their principal 

underwriters are not affiliated with Applicants, and 

because there will be no agreement, formally or 

informally, between any two Unaffiliated Fund 

families to offer a waiver of sales load or some other 

incentive for an exchange of shares from one 

Unaffiliated Fund family to the other in connection 

with the Program, Applicants believe that 

exchanges involving shares of such Unaffiliated 

Mutual Funds are not subject to Section 11 of the 

1940 Act pursuant to Commission staff guidance. 

See, e.g., Alexander Hamilton Funds, SEC NoAction Letter (pub. avail. July 20, 1994). 

3See 1940 Act rules 11a–2 and 11a–3. 

current or future portfolio of the 

Affiliated Trusts or in any current or 

future registered open-end management 

investment company, or series thereof, 

advised by AXA Equitable Funds 

Management Group, LLC (‘‘AXA FMG’’) 

or an affiliate. AXA Advisors and AXA 

Distributors currently serve as the 

distributors and principal underwriters 

of the Contracts. 

3. Applicants and their affiliates 

propose to offer the AXA Retirement 

360 Defined Contribution Program, a 

retirement program designed to provide 

participants (‘‘Participants’’) in a single 

coordinated program selection of 

investment options, including both 

Contracts and mutual fund options, and 

the ongoing ability to transfer their 

account values among one or more 

investment options without charge (the 

‘‘Program’’). 

4. AXA Equitable has issued certain 

Contracts that it will make available 

under the Program at or following its 

inception. The Contracts will be offered 

to new retirement plan customers, and 

existing Contract owners will have the 

option to elect to participate in the 

Program. The Contracts permit Contract 

owners to allocate Contract value to and 

among the various subaccounts of the 

Separate Accounts (any such current or 

future subaccount is hereinafter referred 

to as a ‘‘Subaccount’’ and, collectively, 

the ‘‘Subaccounts’’). Each current 

Subaccount invests in a portfolio of the 

Trusts. Each Contract permits transfers 

of Contract value among the 

Subaccounts subject to certain 

restrictions set forth in the Contract 

prospectus. 

5. Applicants and their affiliates 

propose in the future to expand the 

investment options under the Program 

to include certain current or future 

investment companies, or series thereof, 

advised by AXA FMG or an affiliate 

(each an ‘‘Affiliated Fund’’ and, 

collectively, the ‘‘Affiliated Funds’’), 

such that Participants in the Program 

may allocate their investments to a 

Contract and/or to certain Affiliated 

Funds.2 Under existing procedures and 

established exemptive rules,3 exchanges 

may be made among the Subaccounts 

and exchanges may be made among 

Affiliated Funds. With respect to 

exchanges from a Subaccount to an 

Affiliated Fund, the Affiliated Fund 

shares will have no front-end sales 

charge and any otherwise applicable 

sales charge or other withdrawal charge 

on withdrawals from or surrenders of 

the Contract will be waived. Similarly, 

with respect to exchanges from an 

Affiliated Fund to a Subaccount, the 

Affiliated Fund shares will have no 

deferred sales charge and the Contracts 

will have no front-end sales charge. 

Further specifics relating to the 

proposed offers of exchange (the 

‘‘Exchange Offers’’) are described in 

detail in the application. 

6. Applicants request that the 

Commission issue an order pursuant to 

section 11 of the 1940 Act approving the 

terms of the Exchange Offers; in 

particular, Applicants propose that 

Participants be permitted to transfer 

value: (1) From a Subaccount to an 

Affiliated Fund; and (2) from an 

Affiliated Fund to a Subaccount. Any 

order approving the Exchange Offers 

would be subject to the terms and 

conditions stated in the application 

with regard to such transfers. 

7. Applicants state that exchanges 

will be subject to any rules or 

procedures established under the 

Contract or established by the Affiliated 

Funds with respect to transfers and 

redemptions generally, including 

minimum transfer amounts and policies 

and procedures relating to frequent 

transfers and abusive trading practices. 

Applicants also reserve the right to 

implement exchange limitations for the 

Program generally, although Applicants 

state that they have no intention of 

implementing any such limitations and 

would seek to do so primarily for the 

purpose of addressing any apparent 

abusive practices in connection with the 

exchanges that may arise. 

8. Applicants state that no fees or 

charges will be assessed in connection 

with any exchange from a Subaccount to 

an Affiliated Fund or from an Affiliated 

Fund to a Subaccount. In this regard, 

the Insurance Company will waive any 

otherwise applicable sales charge or 

other withdrawal charge on withdrawals 

from or surrenders of the Contract in 

connection with an exchange from a 

Subaccount to an Affiliated Fund. 

9. Applicants state that they intend to 

make this exchange feature available on 

an ongoing basis to all Participants but 

reserve the right to terminate or 

materially amend the offer with respect 

to all or any of the investment options 

with advance notice to affected 

Participants at least 60 days prior to the 

date of termination or the effective date 

of the amendment, subject to limited 

exceptions described in the application. 

10. Because each of the proposed 

Exchange Offers involves a unit 

investment trust, Section 11(c) of the 

1940 Act makes Section 11(a) applicable 

irrespective of the basis of the exchange. 

Applicants represent that the proposed 

Exchange Offers do not involve any of 

the abuses that section 11 is designed to 

prevent. Applicants state that there is no 

possibility of such abuse because the 

Exchange Offers will be based on the 

relative net asset values or unit values 

of the interest being exchange and no 

fees or charges will be assessed in 

connection with any exchange from a 

Subaccount to any Affiliated Fund or 

from an Affiliated Fund to a 

Subaccount. In addition, the Contracts 

to not impose any sales charges on 

investments in the Contracts, and any 

withdrawal charges imposed by any 

Contracts will be waived in connection 

with any exchange from a Subaccount to 

any other Subaccount or to any other 

investment option available under the 

Program, including any Affiliated Fund 

and any Unaffiliated Fund. Following 

any such exchange, any withdrawal 

charge that might otherwise be deducted 

upon subsequent withdrawal from or 

surrender of a Contract will be waived 

and any sales charge that might 

otherwise be applicable to any 

Subaccount or to any other investment 

option available under the Program 

when subsequently sold will be waived. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–13500 Filed 6–22–18; 8:45 am] 

BILLING CODE 8011–01–P 


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