SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. 6 [X]
Post-Effective Amendment No. [ ]
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 240 [X]
(Check appropriate box or boxes)
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SEPARATE ACCOUNT No. 49
of
AXA EQUITABLE LIFE INSURANCE COMPANY
(Exact Name of Registrant)
AXA EQUITABLE LIFE INSURANCE COMPANY
(Name of Depositor)
1290 Avenue of the Americas, New York, New York 10104
(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number, including Area Code: (212) 554-1234
DODIE KENT
VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
AXA Equitable Life Insurance Company
1290 Avenue of the Americas, New York, New York 10104
(Name and Address of Agent for Service)
Please send copies of all communications to:
CHRISTOPHER E. PALMER, ESQ.
GOODWIN PROCTER LLP
901 NEW YORK AVENUE, N.W.
WASHINGTON, D.C. 20001
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of the Registration Statement.
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
It is proposed that this filing will become effective (check appropriate box):
[ ] Immediately upon filing pursuant to paragraph (b) of Rule 485.
[X] On November 18, 2009 pursuant to paragraph (b) of Rule 485.
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
[ ] On (date) pursuant to paragraph (a)(1) of Rule 485.
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for previously filed post-effective amendment.
Title of Securities Being Registered:
Units of interest in Separate Account under variable annuity contracts.
NOTE
This Pre-Effective Amendment No. 6 ("PEA") on Form N-4/A Registration Statement No. 333-160951 ("Registration Statement") of AXA Equitable Life Insurance Company ("AXA Equitable") and its Separate Account No. 49 is being filed for the purpose of including in the Registration Statement the additions/modifications reflected in the Prospectus and Statement of Additional Information. Part C has also been updated pursuant to the requirements of Form N-4. The PEA does not amend any other part of the Registration Statement except as specifically noted herein. Due to size limitations, we are submitting this filing in three (3) separate amendment filings (Pre-Effective Amendment Nos. 4, 5 and 6).
PART C
Item 24. Financial Statements and Exhibits.
This Part C is amended solely for the purpose of filing the exhibits noted below. No amendment or deletion is made of any other information set forth under the Part C Items as provided in its initial filing of its Form N-4 Registration Statement or Pre-Effective Amendment Nos. 1, 2, 3 and 4 to the Registration Statement.
8. (n) Participation Agreement among T.Rowe Price Equity Series, Inc., T.Rowe Price Investment Services, Inc. and AXA Equitable Life Insurance Company, dated July 20, 2005, is filed herewith.
(o)(i) Participation Agreement among MONY Life Insurance Company, PIMCO Variable Insurance Trust and PIMCO Funds Distributions LLC, dated December 1, 2001, is filed herewith.
(o)(ii) Form of Third Amendment to the Participation Agreement, (the "Agreement") dated December 1, 2001 by and among MONY Life Insurance Company, PIMCO Variable Insurance Trust, and PIMCO Funds Distributions LLC (collectively, the "Parties") adding AXA Equitable Insurance Company as a Party to the Agreement is filed herewith.
(p) (i) Participation Agreement among MONY Life Insurance Company, ProFunds, and ProFunds Advisors LLC, dated May 1, 2002, is filed herewith.
(p)(ii) Form of Amendment No. 1 to the Participation Agreement, (the "Agreement") dated May 1, 2002 by and among MONY Life Insurance Company, ProFunds and ProFunds Advisors LLC (collectively, the "Parties") adding AXA Equitable Insurance Company as a Party to the Agreement is filed herewith.
(q)(i) Participation Agreement among Van Eck Worldwide Insurance Trust, Van Eck Securities Corporation, Van Eck Associates Corporation and MONY Life Insurance Company, dated August 7, 2000, is filed herewith.
(q)(ii) Form of Amendment No. 1 to the Participation Agreement, (the "Agreement") dated August 7, 2000 by and among MONY Life Insurance Company, Van Eck Worldwide Insurance Trust, Van Eck Securities Corporation and Van Eck Associates Corporation (collectively, the "Parties") adding AXA Equitable Insurance Company as a Party to the Agreement is filed herewith.
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has caused this Amendment to the Registration Statement to be signed on its behalf, in the City and State of New York, on this 16th day of November, 2009.
SEPARATE ACCOUNT No. 49 OF
AXA EQUITABLE LIFE INSURANCE COMPANY
(Registrant)
By: AXA Equitable Life Insurance Company
(Depositor)
By: /s/ Dodie Kent --------------------- Dodie Kent Vice President and Associate General Counsel AXA Equitable Life Insurance Company |
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Depositor, has caused this Amendment to the Registration Statement to be signed on its behalf, in the City and State of New York, on this 16th day of November, 2009.
AXA EQUITABLE LIFE INSURANCE COMPANY
(Depositor)
By: /s/ Dodie Kent --------------------------------- Dodie Kent Vice President and Associate General Counsel AXA Equitable Life Insurance Company |
As required by the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the date indicated:
PRINCIPAL EXECUTIVE OFFICERS:
*Christopher M. Condron Chairman of the Board, President, Chief Executive Officer and Director
PRINCIPAL FINANCIAL OFFICER:
*Richard S. Dziadzio Executive Vice President and Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
*Alvin H. Fenichel Senior Vice President and Chief Accounting Officer
*DIRECTORS:
Christopher M. Condron Mary R. (Nina) Henderson Joseph H. Moglia
Henri de Castries James F. Higgins Lorie A. Slutsky
Denis Duverne Peter S. Kraus Ezra Suleiman
Charlynn Goins Scott D. Miller Peter J. Tobin
Anthony J. Hamilton
*By: /s/ Dodie Kent
------------------------
Dodie Kent
Attorney-in-Fact
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November 16, 2009.
DUE TO SIZE LIMITATIONS, THIS FILING IS BEING SUBMITTED IN THREE PARTS.
EXHIBIT INDEX
EXHIBIT NO. TAG VALUE
---------- ---------
8.(n) Participation Agreement among T.Rowe Price Equity EX-99.8n
Series, Inc., T.Rowe Price Investment Services, Inc.
and AXA Equitable Life Insurance Company
8.(o)(i) Participation Agreement among MONY Life Insurance Company, EX-99.8oi
PIMCO Variable Insurance Trust and PIMCO Funds
Distributions LLC
8.(o)(ii) Form of Third Amendment to the Participation Agreement, EX-99.8oii
(the "Agreement") by and among MONY Life Insurance
Company, PIMCO Variable Insurance Trust, and PIMCO
Funds Distributions LLC
8.(p) (i) Participation Agreement among MONY Life Insurance Company, EX-99.8pi
ProFunds, and ProFunds Advisors LLC
8.(p)(ii) Form of Amendment No. 1 to the Participation Agreement, EX-99.8pii
(the "Agreement") by and among MONY Life Insurance
Company, ProFunds and ProFunds Advisors LLC
8.(q)(i) Participation Agreement among Van Eck Worldwide Insurance EX-99.8qi
Trust, Van Eck Securities Corporation, Van Eck Associates
Corporation and MONY Life Insurance Company
8.(q)(ii) Form of Amendment No. 1 to the Participation Agreement, EX-99.8qii
(the "Agreement") dated by and among MONY Life
Insurance Company, Van Eck Worldwide Insurance Trust,
Van Eck Securities Corporation and Van Eck Associates
Corporation
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THIRD AMENDMENT
TO
PARTICIPATION AGREEMENT
Third Amendment, effective October ___, 2009 to The Participation Agreement, (the "Agreement"), dated December 1, 2001, as amended, by and among MONY Life Insurance Company (the "Company"), PIMCO Variable Insurance Trust, and Allianz Global Investors Distributors (formerly known as PIMCO Funds Distributors LLC), (collectively, the "Parties").
WHEREAS, MONY Life Insurance Company merged with AXA Financial, Inc., the parent company of AXA Equitable Life Insurance Company ("AXA Equitable"), a New York Life Insurance Company; and
WHEREAS, the Parties wish to add AXA Equitable as a Party to the Agreement.
The Parties hereby agree to amend the Agreement as follows:
1. Additional Party. AXA Equitable is hereby added as a party to the Agreement and the defined term "Company" shall be deemed to include AXA Equitable.
2. Schedule A. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the attached "Schedule A".
Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the Parties have executed and delivered this Third Amendment as of the date first above set forth.
PIMCO VARIABLE INSURANCE TRUST ALLIANZ GLOBAL INVESTORS DISTRIBUTORS
LLC
By: __________________________________ By:___________________________________
Name:__________________________________ Name:_________________________________
Title:_________________________________ Title:________________________________
Date:__________________________________ Date:_________________________________
AXA EQUITABLE LIFE INSURANCE MONY LIFE INSURANCE COMPANY, on behalf
COMPANY, on behalf of itself and its of itself and its separate accounts
separate accounts
By: __________________________________ By:___________________________________
Name: Steven M. Joenk Name: Steven M. Joenk
Title: Senior Vice President Title: Senior Vice President
Date:__________________________________ Date:_________________________________
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PIMCO VARIABLE INSURANCE TRUST PORTFOLIOS:
All Portfolios of PIMCO Variable Insurance Trust
-------------------------------------------------------------------------------- SEPARATE ACCOUNT AND DATES ESTABLISHED CONTRACTS -------------------------------------------------------------------------------- MONY Variable Account L All Contracts Supported by the November 28, 1990 Separate Account -------------------------------------------------------------------------------- MONY Variable Account A All Contracts Supported by the November 28, 1990 Separate Account -------------------------------------------------------------------------------- AXA Equitable Separate Account 49 All Contracts Supported by the November 17, 1994 Separate Account -------------------------------------------------------------------------------- AXA Equitable Separate Account 65 All Contracts Supported by the September 19, 1996 Separate Account -------------------------------------------------------------------------------- |
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AMENDMENT NO. 1
PARTICIPATION AGREEMENT
Amendment No. 1, effective October ___, 2009 to The Participation Agreement, (the "Agreement"), dated May 1, 2003 by and among MONY Life Insurance Company, a New York stock life insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto, as may be amended from time to time (each account hereinafter referred to as the "Account"), ProFunds, a Delaware business trust, and ProFund Advisors LLC, a Maryland limited liability company (collectively, the "Parties").
WHEREAS, MONY Life Insurance Company merged with AXA Financial, Inc., the parent company of AXA Equitable Life Insurance Company ("AXA Equitable"), a New York Life Insurance Company; and
WHEREAS, the Parties wish to add AXA Equitable as a Party to the Agreement.
The Parties hereby agree to amend the Agreement as follows:
1. ADDITIONAL PARTY. AXA Equitable is hereby added as a party to the Agreement and the defined term "Company" shall be deemed to include AXA Equitable.
2. SCHEDULE A. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the attached "Schedule A".
Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment No. 1 as of the date first above set forth.
PROFUNDS PROFUND ADVISORS LLC By: ________________________________ By: ________________________________ Name: Name: Title: Title: AXA EQUITABLE LIFE INSURANCE MONY LIFE INSURANCE COMPANY, COMPANY, on behalf of itself and its on behalf of itself and its separate accounts separate accounts By: ________________________________ By: ________________________________ Name: Name: Title: Title: #293908v1 1 |
SCHEDULE A
ACCOUNTS:
MONY Variable Account A
AXA Equitable Separate Account 49
AXA Equitable Separate Account 65
CONTRACTS:
(1) Flexible Payment Variable Annuity (MONY Variable Annuity)
(2) Flexible Payment Variable Annuity (MONY C Variable Annuity)
(3) Flexible Payment Variable Annuity (MONY L Variable Annuity) and
(4) Flexible Payment Variable Annuity (MONY Custom Master)
(5) Retirement Cornerstone Series
DESIGNATED PORTFOLIOS:
All ProFunds Portfolios
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AMENDMENT NO. 1
PARTICIPATION AGREEMENT
Amendment No. 1, effective October ___, 2009 to The Participation Agreement, (the "Agreement"), dated August 7, 2000 by and among MONY Life Insurance Company, Van Eck Worldwide Insurance Trust, Van Eck Securities Corporation and Van Eck Associates Corporation (collectively, the "Parties").
WHEREAS, MONY Life Insurance Company of America was acquired by AXA Financial, Inc., the parent company of AXA Equitable Life Insurance Company ("AXA Equitable"), a New York Life Insurance Company; and
WHEREAS, the Parties wish to add AXA Equitable as a Party to the Agreement.
The Parties hereby agree to amend the Agreement as follows:
1. ADDITIONAL PARTY. AXA Equitable is hereby added as a party to the Agreement and the defined term "Company" shall be deemed to include AXA Equitable.
2. NOTICE: Notices provided pursuant to Article XI shall be sent to the following addresses:
If for the Company:
AXA Equitable Life Insurance Company
1290 Avenue of the Americas 11th Floor
New York, NY 10104
Attn: Funds Management Group
If for Fund, Adviser or Underwriter:
335 Madison Avenue, 19th Floor
New York, NY 10017
2. SCHEDULE A. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the attached "Schedule A".
3. SCHEDULE B. Schedule B of the Agreement is hereby deleted in its entirety and replaced with the attached "Schedule B".
4. SCHEDULE C. Schedule C of the Agreement and all references thereto are hereby deleted in their entirety.
Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.
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IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment No. 1 as of the date first above set forth.
VAN ECK WORLDWIDE INSURANCE TRUST
VAN ECK SECURITIES CORPORATION
VAN ECK ASSOCIATES CORPORATION
By: ________________________________
Name:
Title:
AXA EQUITABLE LIFE INSURANCE MONY LIFE INSURANCE COMPANY, COMPANY, on behalf of itself and its on behalf of itself and its separate accounts separate accounts By: ________________________________ By: _____________________________ Name: Name: Title: Title: #293886v1 2 |
SCHEDULE A
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Date Established by the Company's
Name of Account Board of Directors
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MONY Variable Account L November 28, 1990
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AXA Equitable Separate Account 49 November 17, 1994
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AXA Equitable Separate Account 65 September 19, 1996
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SCHEDULE B
PORTFOLIOS AND OTHER FUNDS
ADVISED BY ADVISER
Worldwide Bond Fund - Initial and S Class
Worldwide Hard Assets Fund - Initial and S Class
Worldwide Emerging Markets Fund - Initial and S Class
Worldwide Multi-Manager Alternatives Fund - Initial Class
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