Registration Statement for a Separate Account (Management Investment Company) — Form N-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: N-3 Registration Statement for a Separate Account 632 4.24M
(Management Investment Company)
3: EX-99.12BB Legal Opinion 2± 10K
4: EX-99.13AI Consent of Pricewaterhousecooper LLP 1 6K
5: EX-99.13AII Consent of Kpmg LLP 1 7K
6: EX-99.13D Powers of Attorney 45 160K
2: EX-99.6B Form of Rider 15 3 9K
N-3 — Registration Statement for a Separate Account (Management Investment Company)
Document Table of Contents
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
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Post-Effective Amendment No. [ ]
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AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. [ ]
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(Check appropriate box or boxes)
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AXA EQUITABLE LIFE INSURANCE COMPANY
(Exact Name of Registrant)
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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
(Names and Addresses of Agents for Service (212)554-1234)
Please send copies of all communications to:
CHRISTOPHER E. PALMER, ESQ.
Goodwin Procter LLP
901 New York Avenue, Northwest
Washington, D.C. 20001
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CALCULATION OF REGISTRATION FEE UNDER
THE SECURITIES ACT OF 1933
Approximate Date of Proposed Public Offering: Continuous.
It is proposed that this filing will become effective (check
appropriate box):
[_] Immediately upon filing pursuant to paragraph (b) of Rule 485.
[_] On May 1, 2007 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.
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Title of Securities Being Amount Being Proposed Maximum Proposed Maximum Amount of Registration
Registration Registration Offering Price per Unit Aggregate Offering Price Fee
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Units of Interest
Under Group Annuity
Contract $474,599,347(2) (1) $474,599,347(1) $14,570(2)
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(1) The Contract does not provide for a predetermined amount or number of units
(2) Prior to the filing of this Registration Statement, $40,000,000 of
securities of the registrant remained registered and unsold, pursuant to
Registration Statement File No. 333-124408, for which a filing fee of $4,708
was paid, which was filed with the Commission on April 28, 2005; and
$40,000,000 of securities of the registrant remained registered and unsold,
pursuant to Registration Statement File No. 333-114882, for which a filing
fee of $5,068 was paid, which was filed with the Commission on April 27,
2004; and $8,000,000 of securities of the registrant remained registered and
unsold, pursuant to Registration Statement File No. 333-104773, for which a
filing fee of $647 was paid, which was filed with the Commission on April
25, 2003; and $16,757,695 of securities of the registrant remained
registered and unsold, pursuant to Registration Statement File No.
333-114910, for which a filing fee of $2,123 was paid, which was filed with
the Commission on April 27, 2004; and $22,000,000 of securities of the
registrant remained registered and unsold, pursuant to Registration
Statement File No. 333-86472, for which a filing fee of $2,024 was paid,
which was filed with the Commission on April 18, 2002. The aggregate
registration fee of $14,570 associated with the unsold securities has been
offset from the registration fee of $14,570 associated with the securities
registered pursuant to Rule 457(p) and such unsold securities are hereby
deemed deregistered.
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this registration statement.
The 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 of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
American Dental Association
Members Retirement Program
PROSPECTUS DATED MAY 1, 2007
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Please read this prospectus and keep it for future reference. It contains
important information you should know before participating in the Program or
allocating amounts under the contract.
ABOUT THE ADA PROGRAM
The Program provides members of the American Dental Association and their
eligible employees several plans for the accumulation of retirement savings on
a tax-deferred basis. Through trusts ("trusts") maintained under these plans,
you can allocate contributions among the investment options offered under the
Program. There are currently thirteen investment options under the Program
including: 3-year and 5-year Guaranteed Rate Accounts, and, through the
American Dental Association Members Retirement Program contract, ten investment
funds and the Money Market Guarantee Account.
WHAT IS THE AMERICAN DENTAL ASSOCIATION MEMBERS RETIREMENT PROGRAM CONTRACT?
The American Dental Association Members Retirement Program contract is a
deferred group annuity contract issued by AXA Equitable Life Insurance Company.
Contributions to the trusts maintained under the plans will be allocated among
our investment funds, the Guaranteed Rate Accounts, and our Money Market
Guarantee Account, in accordance with participant instructions.
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Investment options
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Asset Allocation
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o LifeStrategy Income Fund o LifeStrategy Moderate Growth Fund
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Cash Equivalents
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o Money Market Guarantee Account
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International Stocks
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o Foreign Fund
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Investment Grade Bonds
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o Guaranteed Rate Accounts o U.S. Bond Fund
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Large Cap Blend
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o Equity Index Fund
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Large Cap Growth
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o Growth Equity Fund(1) o Large Cap Growth Fund
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Large Cap Value
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o Equity Income Fund
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Small Cap
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o Small Cap Growth Fund o Small Cap Value Fund
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(1) There is no capitalization constraint on this Fund. The capitalization size
of the Fund is driven by stock selection. Currently, the Fund may be
considered to be large capitalization.
The Growth Equity Fund is managed by AXA Equitable and AllianceBernstein L.P.
does the day to day management of the Fund.
The Foreign Fund, Equity Index Fund, Equity Income Fund, Large Cap Growth Fund,
LifeStrategy Income Fund, LifeStrategy Moderate Growth Fund, Small Cap Growth
Fund, Small Cap Value Fund and U.S. Bond Fund, respectively invest in shares of
the following mutual funds: Templeton Foreign Fund -- Advisor Class, Vanguard
Institutional Index Fund, Dodge & Cox Stock Fund, Janus Adviser Forty Fund --
Class S, Vanguard LifeStrategy Income Fund, Vanguard LifeStrategy Moderate
Growth Fund, Fidelity Small Cap Stock Fund, Wells Fargo Advantage Small Cap
Value Fund -- Class Z and Western Asset Core Bond Portfolio -- Institutional
Class ("Underlying Mutual Funds"). You should also read the prospectuses for
the Underlying Mutual Funds, which you have previously received or accompany
this Prospectus, and keep them for future reference. You may obtain a copy of
any Underlying Mutual Fund prospectus, by writing or calling us toll-free. See
"How to reach us" on the back cover.
We have filed registration statements relating to this offering with the
Securities and Exchange Commission. A Statement of Additional Information
("SAI"), dated May 1, 2007, which is part of the registration statements, is
available free of charge upon request by writing to us or calling us toll-free.
The SAI has been incorporated by reference into this prospectus. The table of
contents for the SAI and a request form to obtain the SAI appear at the end of
this prospectus. You may also obtain a copy of this prospectus and the SAI
through the SEC website at www.sec.gov. The SAI is available free of charge.
You may request one by writing to our Processing Office at the ADA Members
Retirement Program, c/o AXA Equitable, 200 Plaza Drive, Secaucus, NJ 07096 or
calling 1-800-523-1125.
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense. The securities are not
insured by the FDIC or any other agency. They are not deposits or other
obligations of any bank and are not bank guaranteed. They are subject to
investment risks and possible loss of principal.
Copyright 2007 by AXA Equitable Life Insurance Company.
1290 Avenue of the Americas, New York, New York 10104. All rights reserved.
x01579/ADA
Contents of this prospectus
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ADA PROGRAM
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Index of key words and phrases 4
Who is AXA Equitable? 5
How to reach us 6
The Program at a glance -- key features 7
Employer choice of retirement plans 7
Plan features 7
The Contract at a glance -- key features 8
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FEE TABLE 9
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Examples 12
Condensed financial information 12
Financial statements of investment funds 12
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1. PROGRAM INVESTMENT OPTIONS 13
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Investment options 13
The Equity Funds 13
Additional information about the Equity Funds 16
The guaranteed options 16
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2. HOW WE VALUE YOUR ACCOUNT BALANCE IN THE INVESTMENT FUNDS 18
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For amounts in the Equity Funds 18
How we determine the unit value 18
How we value the assets of the Funds 18
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3. TRANSFERS AND ACCESS TO YOUR ACCOUNT 20
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Transfers among investment options 20
Disruptive transfer activity 20
Our Account Investment Management System (AIMS) and our internet website 21
Participant loans 21
Choosing benefit payment options 21
Spousal consent 22
Benefits payable after the death of a participant 22
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When we use the words "we," "us" and "our," we mean AXA Equitable. Please see
the index of key words and phrases used in this prospectus. The index will
refer you to the where particular terms are defined or explained.
When we address the reader of this prospectus with words such as "you" and
"your," we generally mean the individual participant in one or more of the
plans available in the Program unless otherwise explained. For example, "The
Program" section of the prospectus is primarily directed at the employer.
"You" and "your" also can refer to the plan participant when the contract
owner has instructed us to take participant in plan instructions as
the contract owner's instructions page under the contract, for example
"Transfers and access to your account."
No person is authorized by AXA Equitable Life Insurance Company to give any
information or make any representations other than those contained in this
prospectus and the SAI, or in other printed or written materials issued by AXA
Equitable. You should not rely on any other information or representation.
2 Contents of this prospectus
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4. THE PROGRAM 23
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Eligible employers 23
Summary of plan choices 23
Getting started 23
How to make Program contributions 23
Allocating Program contributions 24
Distributions from the investment options 24
Rules applicable to participant distributions 24
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5. CHARGES AND EXPENSES 25
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Charges based on amounts invested in the Program 25
Other expenses borne by the investment funds and underlying
mutual funds 25
Plan and transaction expenses 26
Individual annuity charges 26
Charges for state premium and other applicable taxes 26
General information on fees and charges 26
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6. TAX INFORMATION 27
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Buying a contract to fund a retirement arrangement 27
Income taxation of distributions to qualified plan participants 27
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7. MORE INFORMATION 29
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About program changes or terminations 29
IRS disqualification 29
About the separate accounts 29
About the general account 29
About legal proceedings 29
Financial statements 30
Distribution of the contracts 30
Reports we provide and available information 30
Acceptance 30
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APPENDIX
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I -- Condensed financial information A-1
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TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
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Contents of this prospectus 3
Index of key words and phrases
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This index should help you locate more information on the terms used in this
prospectus.
Page
ADA Trustees 23
AIMS 21
AXA Equitable cover
beneficiary 22
benefit payment options 21
business day 21
contract cover, 8
contributions 23
disruptive transfer activity 20
eligible rollover distributions 27
Equity Funds 13
Fair valuation 19
GRAs 13, 16
guaranteed options 16
individually designed plan 23
IRA 27
internet website 21
investment funds cover
investment options 13
market timing 20
Master Plan 23
Master Trust 23
Money Market Guarantee Account 16
Pooled Trust 23
Program 23
Roth 401(k) 7
separate accounts 29
Underlying Mutual Funds cover
unit value 18
unit 18
Volume Submitter Plan 23
Volume Submitter Retirement Trust 23
3-year GRA 16
5-year GRA 16
4 Index of key words and phrases
Who is AXA Equitable?
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We are AXA Equitable Life Insurance Company ("AXA Equitable") (until 2004, The
Equitable Life Assurance Society of the United States), a New York stock life
insurance corporation. We have been doing business since 1859. AXA Equitable is
an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company,
which is itself an indirect, wholly-owned subsidiary of AXA. AXA is a French
holding company for an international group of insurance and related financial
services companies. As the ultimate sole shareholder of AXA Equitable, and
under its other arrangements with AXA Equitable and AXA Equitable's parent, AXA
exercises significant influence over the operations and capital structure of
AXA Equitable and its parent. AXA holds its interest in AXA Equitable through a
number of other intermediate holding companies, including Oudinot
Participations, AXA America Holdings Inc. and AXA Financial Services, LLC. AXA
Equitable is obligated to pay all amounts that are promised to be paid under
the contracts. No company other than AXA Equitable, however, has any legal
responsibility to pay amounts that AXA Equitable owes under the contracts.
AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$795 billion in assets as of December 31, 2006. For more than 100 years AXA
Equitable has been among the largest insurance companies in the United States.
We are licensed to sell life insurance and annuities in all fifty states, the
District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office
is located at 1290 Avenue of the Americas, New York, NY 10104.
Who is AXA Equitable? 5
HOW TO REACH US
You may communicate with our Processing Office as listed below for the purposes
described. Certain methods of contacting us, such as by telephone or
electronically may be unavailable or delayed (for example our facsimile service
may not be available at all times and/or we may be unavailable due to emergency
closing). In addition, the level and type of service available may be
restricted based on criteria established by us.
You can reach us as indicated below to obtain:
o Copies of any plans, trusts, adoption agreements, or enrollment or other
forms used in the Program.
o Unit values and other account information under your plan,
o Any other information or materials that we provide in connection with the
Program.
INFORMATION ON JOINING THE PROGRAM
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BY PHONE:
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1-800-523-1125
(Retirement Program Specialists
available weekdays 9am to 5pm
Eastern Time)
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BY REGULAR MAIL:
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The ADA Members Retirement Program
c/o AXA Equitable
Box 2011
Secaucus, NJ 07096
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BY REGISTERED, CERTIFIED, OR OVERNIGHT DELIVERY:
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The ADA Members Retirement Program
c/o AXA Equitable
200 Plaza Drive
Secaucus, NJ 07094
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BY INTERNET:
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The ADA Members Retirement Program Website www.axa-equitable.com/ada, provides
information about the Program, as well as several interactive tools and
resources that can help answer some of your retirement planning questions. The
website also provides an e-mail feature that can be accessed by clicking on
either "Contact us" or "Send E-Mail to AXA Equitable."
No person is authorized by AXA Equitable Life Insurance Company to give any
information or make any representations other than those contained in this
prospectus and the SAI, or in other printed or written material issued by AXA
Equitable. You should not rely on any other information or representation.
INFORMATION ONCE YOU JOIN THE PROGRAM
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BY PHONE:
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1-800-223-5790 (U.S.) or 1-800-223-5790-0 from France, Israel, Italy, Republic
of Korea, Switzerland, and the United Kingdom. Account Executives available
weekdays 9am to 5pm Eastern Time)
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TOLL-FREE AIMS FOR AMOUNTS IN THE TRUST:
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By calling 1-800-223-5790 or 1-800-223-5790-0 you may, with your assigned
personal security code, use our Account Investment Management System ("AIMS")
to:
o Transfer assets between investment options and obtain account information.
o Change the allocation of future contributions and maturing guaranteed
options.
o Hear investment performance information, including investment fund unit
values and current guaranteed option interest rates.
AIMS operates 24 hours a day. You may speak with our Account Executives during
regular business hours.
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BY INTERNET FOR AMOUNTS IN THE TRUST:
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By logging on to www.axa-equitable.com/ada, Participant Log In you may, with
your social security number and your personal security code, use the Internet
to access certain retirement account information such as:
o Investment performance, current investment fund unit values, and current
guaranteed option interest rates.
o Transfer assets between investment options and obtain account balance
information
o Change the allocation of future contributions and maturing Guaranteed Rate
Accounts.
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BY REGULAR MAIL:
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(correspondence:)
The ADA Members Retirement Program
Box 2486 G.P.O.
New York, NY 10116
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FOR CONTRIBUTION CHECKS ONLY:
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The Association Members Retirement Program
P.O. Box 1599
Newark, NJ 07101-9764
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FOR REGISTERED, CERTIFIED, OR OVERNIGHT DELIVERY:
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The ADA Members Retirement Program
c/o AXA Equitable
200 Plaza Drive
Secaucus, NJ 07094
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BY E-MAIL:
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We welcome your comments and questions regarding the ADA Members Retirement
Program. If you have a comment or suggestion about the ADA Website we would
appreciate hearing from you. Go to www.axa-equitable.com/ada, Participant
Services and click on "Contact Us" or click on "email the ADA Members
Retirement Program."
No person is authorized by AXA Equitable Life Insurance Company to give any
information or make any representations other than those contained in this
prospectus and the SAI, or in the other printed or written material issued by
AXA Equitable. You should not rely on any other information or representation.
6 Who is AXA Equitable?
The Program at a glance -- key features
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EMPLOYER CHOICE OF RETIREMENT PLANS
Our Master Plan is a defined contribution master plan that can be adopted as a
profit-sharing plan (401(k), SIMPLE 401(k), safe harbor 401(k) and Roth 401(k)
features are available) and a defined contribution pension plan, or both. A
"designated Roth contribution" ("Roth 401(k)") may be added to any of the
401(k) features. It allows eligible employees to designate all or part of their
elective deferrals as Roth contributions. See "Tax Information" below. The
Program's investment options are the only investment choices under the Master
Plan.
Our Volume Submitter Plan is a defined contribution plan that can be adopted as
a profit-sharing plan (new comparability or age weighted) with or without
401(k) features. The Program's investment options are the only investment
choices under the Volume Submitter Plan.
If you maintain your own individually-designed plan, which invests through our
Investment Only arrangement, you may use the investment options in the Program
through our Pooled Trust.
PLAN FEATURES
MASTER PLAN:
o Program investment options used as the only investment choices.
o Plan-level and participant-level recordkeeping, benefit payments, tax
withholding and reporting provided.
o Use of our Master Trust.
o No minimum amount must be invested.
o 5500 reporting.
o Automatic updates for law changes.
VOLUME SUBMITTER PLAN:
o Program investment options used as the only investment choices.
o Plan-level and participant-level recordkeeping, benefit payments, tax
withholding and reporting provided.
o Use of our Volume Submitter Retirement Trust.
o No minimum amount must be invested.
o 5500 reporting.
o Automatic updates for law changes, requires employer adoption.
INVESTMENT ONLY:
o Our Pooled Trust is adopted for investment use only.
o Recordkeeping services provided for plan assets in Pooled Trust.
ADDITIONAL FEATURES FOR AMOUNTS HELD IN THE TRUSTS:
o Toll-free number available for transfers and account information.
o Internet website access to account information and transactions.
o Participant loans (if elected by your employer; some restrictions apply; not
applicable to Investment Only).
o Regular statements of account.
o Retirement Program Specialist and Account Executive support.
o Daily valuation of accounts.
PLAN CHARGES AND EXPENSES:
o Plan and transaction charges vary by type of plan adopted, or by specific
transaction.
The Program at a glance -- key features 7
The Contract at a glance -- key features
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PROFESSIONAL INVESTMENT MANAGEMENT:
These professional investment managers advise or sponsor the ten different
Equity Funds:
o AllianceBernstein L.P.
o AXA Equitable
o Fidelity Management Research Company (FMR Co.)
o Janus Capital Management LLC
o Dodge & Cox
o The Vanguard Group
o Templeton Global Advisors Limited
o Wells Capital Management, Inc.
o Western Asset Management Company
GUARANTEED OPTIONS:
The three guaranteed options include two Guaranteed Rate Accounts ("GRAs") and
a Money Market Guarantee Account (the GRAs are offered by another insurance
carrier).
TAX ADVANTAGES:
o On earnings
No tax on investment earnings until withdrawn.
o On transfers
No tax on internal transfers.
TAX NOTE:
Because you are purchasing an annuity contract to fund a qualified employer
sponsored retirement arrangement, you should be aware that such annuities do
not provide tax deferral benefits beyond those already provided by the Internal
Revenue Code (the "Code"). Before purchasing one of these annuities, you should
consider whether its features and benefits beyond tax deferral meet your needs
and goals. You may also want to consider the relative features, benefits and
costs of these annuities with any other investment that you may use in
connection with your retirement plan or arrangement. (For more information, see
"Tax information" later in this prospectus).
CONTRACT CHARGES AND EXPENSES:
o Program expense charge assessed against combined value of Program assets in
the Trust.
o Investment management and administration fees and other expenses charged on
an investment fund-by-fund basis, as applicable.
o Record maintenance and report fee.
o Enrollment fee.
o Investment accounting fee (applicable to GRAs only).
o Annuity administrative fee.
o Indirectly, charges of underlying investment vehicles for investment
management, administrative fees, 12b-1 fees and other expenses.
o Redemption charge on redeemed amounts held for less than 90 days (applicable
to the Small Cap Growth Fund).
BENEFIT PAYMENT OPTIONS:
o Lump sum.
o Installments on a time certain or dollar certain basis.
o Variety of annuity (fixed or variable) benefit payout options as available
under your employer's plan.
For more detailed information, we urge you to read the contents of this
Prospectus, as well as your contract. Please feel free to speak with your
financial professional, or call us, if you have any questions. If for any
reason you are not satisfied with your contract, you may return it to us for a
refund within a certain number of days.
8 The Contract at a glance -- key features
Fee table
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The following tables describe the fees and expenses that you will pay when
buying, owning, and surrendering the contract. Each of the charges and expenses
is more fully described in "Charges and expenses" later in this Prospectus.
The first table describes fees and expenses that you will pay if you purchase a
variable annuity payout option. Charges designed to approximate certain taxes
that may be imposed on us, such as premium taxes in your state, may apply.
Charges for certain features shown in the fee table are mutually exclusive.
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Charges we deduct from your account value at the time you request certain transactions
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Charge if you purchase a variable annuity payout option $350
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Redemption charge on redeemed amounts held less than a specified period
(as a % of amount redeemed)(1) 2.00%
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The next table describes the fees and expenses that you will pay periodically
during the time that you own the contract, not including the Underlying Mutual
Fund or Trust fees and expenses.
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Charges we deduct from your investment funds expressed as an annual percentage of daily net assets
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Maximum program expense charge(2) 0.65%
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Maximum program-related administration fee 0.15%
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Maximum program-related other expenses(3) 0.12%
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Program-related investment management fees(4) 0.23%
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Charges we deduct from your account value at the end of each calendar quarter
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Record maintenance and report fee(5): $ 3.00
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Charges we may deduct from your account value
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Enrollment fee(6) $25 per participant
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Charges we deduct from amounts in the GRAs and the Money Market Guarantee Account
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Investment accounting fee(7) 0.02%
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Maximum program expense charge(2) 0.65%
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(1) The Fidelity Small Cap Stock Fund imposes a redemption charge when AXA
Equitable redeems shares of the Fund in order to effect distributions,
withdrawals, or transfers out of the Fund. This redemption charge only
applies to redeemed amounts held for less than 90 days and will be deducted
from the amount redeemed from the participant's account value and remitted
to the Fund.
(2) This charge will fluctuate from year to year based on assets in the Trust
and the number of plans enrolled in the Program. For the 12 month period
beginning May 1, 2007, the total program expense charge currently is 0.62%.
This charge is also deducted from amounts in the GRAs and the Money Market
Guarantee Account. For a description of how it is calculated for amounts in
the investment funds, GRAs and the Money Market Guarantee Account, see
"Charges based on amounts in the Program" in "Charges and expenses" later in
this prospectus.
(3) These expenses vary by investment fund and will fluctuate from year to year
based on actual expenses. See the tables that provide the expenses of each
individual investment fund later in this section. The percentage set forth
in the table represents the highest other expenses incurred by an investment
fund during the fiscal year ended December 31, 2006.
(4) These fees apply only to the Growth Equity fund and will fluctuate from year
to year based on assets in each fund. See the tables that provide the
expenses of each individual investment fund later in this section.
(5) For Investment Only retirement arrangements, the fee is $1.00 per quarter.
(6) This fee is charged to the employer. If the employer fails to pay this
charge, we may deduct it from participant's account value or from subsequent
contributions.
(7) We charge an annual investment accounting fee of 0.02% on all amounts of
Program assets invested in GRAs only. This fee is reflected in the interest
rates credited to the GRAs.
Fee table 9
A proportionate share of all fees and expenses paid by an Underlying Mutual
Fund that corresponds to any investment fund to which monies are allocated also
applies. The table below shows the lowest and highest total operating expenses
as of December 31, 2006 charged by any of the Underlying Mutual Funds that you
will pay periodically during the time that you own the Policy.
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Portfolio operating expenses expressed as an annual percentage of daily net assets
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Total Annual Portfolio Operating Expenses for 2006 (expenses that are deducted Lowest Highest
from Underlying Mutual Fund or Trust assets including management fees, 12b-1 ------ -------
fees, service fees, and/or other expenses) 0.05% 1.61%
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The following tables show the operating expenses of each available Underlying
Mutual Fund and separate account expenses that are also applicable to certain
investment funds. These fees and expenses are reflected in the investment fund
net asset value each day. Therefore, they reduce the investment return of a
Portfolio and its related investment fund. They do not include other charges
which are specific to the various plans, such as enrollment fees or record
maintenance and report fees. The expenses shown for the investment funds are
based on average Program assets in each of the investment funds during the year
ended December 31, 2006, and reflect applicable fees. Actual fees and expenses
are likely to fluctuate from year to year.
UNDERLYING MUTUAL FUND OPERATING EXPENSES AND SEPARATE ACCOUNT EXPENSES
EXPRESSED AS AN ANNUAL PERCENTAGE OF AVERAGE DAILY NET ASSETS FOR THE FOREIGN,
EQUITY INDEX, EQUITY INCOME, LARGE CAP GROWTH, LIFESTRATEGY INCOME,
LIFESTRATEGY MODERATE GROWTH, SMALL CAP GROWTH, SMALL CAP VALUE AND U.S. BOND
FUNDS.
The Foreign, Equity Index, Equity Income, Large Cap Growth, LifeStrategy
Income, LifeStrategy Moderate Growth, Small Cap Growth, Small Cap Value and
U.S. Bond Funds each invest in shares of an Underlying Mutual Fund. The
following table shows, at annual percentage rates, the charges and fees which
are deducted from each of these investment funds and the Underlying Mutual
Fund. No transaction charges are incurred by the investment funds when shares
of the Underlying Mutual Fund are purchased or redeemed, but operating expenses
of the Underlying Mutual Funds are indirectly incurred. For a detailed
description of charges and expenses incurred by the Underlying Mutual Funds,
please see their prospectuses. THE EXPENSES SHOWN FOR THE UNDERLYING MUTUAL
FUNDS ARE EXPRESSED AS A PERCENTAGE OF THEIR RESPECTIVE AVERAGE DAILY NET
ASSETS.
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Program Investment
Expense Administration Management Other
Charge Fee Fees Expenses
--------------------------------------------------------------------------------------------------------
Foreign Fund 0.65% 0.15%(2) None 0.07%
Templeton Foreign Fund -- Advisor Class(1) None None 0.59% 0.32%
-----------------------------------------------------------
TOTAL 0.65% 0.15%(2) 0.59% 0.39%
--------------------------------------------------------------------------------------------------------
Equity Index Fund 0.65% 0.15% None 0.04%
Vanguard Institutional Index Fund(4) None None 0.05% 0.00%
-----------------------------------------------------------
TOTAL 0.65% 0.15% 0.05% 0.04%
--------------------------------------------------------------------------------------------------------
Equity Income Fund 0.65% 0.15%(3) None 0.04%
Dodge & Cox Stock Fund(5) None None 0.50% 0.02%
-----------------------------------------------------------
TOTAL 0.65% 0.15%(3) 0.50% 0.06%
--------------------------------------------------------------------------------------------------------
Large Cap Growth Fund 0.65% 0.15%(3) None 0.06%
Janus Adviser Forty Fund -- Class S(6) None None 0.64% 0.29%(18)
-----------------------------------------------------------
TOTAL 0.65% 0.15%(3) 0.64% 0.35%
--------------------------------------------------------------------------------------------------------
LifeStrategy Income Fund 0.65% 0.15% None 0.09%
Vanguard LifeStrategy Income Fund(7) None None None None
-----------------------------------------------------------
TOTAL 0.65% 0.15% 0.00% 0.09%
--------------------------------------------------------------------------------------------------------
LifeStrategy Moderate Growth Fund 0.65% 0.15% None 0.04%
Vanguard LifeStrategy Moderate Growth
Fund(8) None None None None
-----------------------------------------------------------
TOTAL 0.65% 0.15% 0.00% 0.04%
--------------------------------------------------------------------------------------------------------
Small Cap Growth Fund 0.65% 0.15%(11) None 0.06%
Fidelity Small Cap Stock Fund(10) None None 0.69% 0.29%
-----------------------------------------------------------
TOTAL 0.65% 0.15%(11) 0.69% 0.35%
--------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Acquired
Fund
Fees &
Expenses
(Underlying
Portfolio)(19) 12b-1 Fee Total
-----------------------------------------------------------------------------------------------
Foreign Fund -- None 0.87%(2)
Templeton Foreign Fund -- Advisor Class(1) -- None 0.91%
----------------------------------------------
TOTAL 0.00% 0.00% 1.78%(2)
-----------------------------------------------------------------------------------------------
Equity Index Fund -- None 0.84%
Vanguard Institutional Index Fund(4) -- None 0.05%
----------------------------------------------
TOTAL 0.00% 0.00% 0.89%
-----------------------------------------------------------------------------------------------
Equity Income Fund -- None 0.84(3)
Dodge & Cox Stock Fund(5) -- 0.00% 0.52%
----------------------------------------------
TOTAL 0.00% 0.00% 1.36%(3)
-----------------------------------------------------------------------------------------------
Large Cap Growth Fund -- None 0.86%(3)
Janus Adviser Forty Fund -- Class S(6) -- 0.25% 1.18%
----------------------------------------------
TOTAL 0.00% 0.25% 2.04%(3)
-----------------------------------------------------------------------------------------------
LifeStrategy Income Fund -- None 0.89%
Vanguard LifeStrategy Income Fund(7) 0.25%(9) None 0.25%
----------------------------------------------
TOTAL 0.25%(9) 0.00% 1.14%
-----------------------------------------------------------------------------------------------
LifeStrategy Moderate Growth Fund -- None 0.84%
Vanguard LifeStrategy Moderate Growth
Fund(8) 0.26%(9) None 0.26%
----------------------------------------------
TOTAL 0.26%(9) 0.00% 1.10%
-----------------------------------------------------------------------------------------------
Small Cap Growth Fund -- None 0.86%
Fidelity Small Cap Stock Fund(10) -- None 0.98%
----------------------------------------------
TOTAL 0.00% 0.00% 1.84%
-----------------------------------------------------------------------------------------------
10 Fee table
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Program Investment
Expense Administration Management Other
Charge Fee Fees Expenses
--------------------------------------------------------------------------------------------------------
Small Cap Value Fund 0.65% 0.15%(13) None 0.07%
Wells Fargo Advantage Small Cap Value
Fund -- Class Z(12) None None 0.82% 0.79%(13)
-------------------------------------------------------------
TOTAL 0.65% 0.15%(13) 0.82% 0.86%
--------------------------------------------------------------------------------------------------------
U.S. Bond Fund 0.65% 0.15% None 0.12%
Western Asset Core Bond Portfolio --
Institutional Class(15) None None 0.41% 0.04%
-------------------------------------------------------------
TOTAL 0.65% 0.15% 0.41% 0.16%(17)
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
Acquired
Fund
Fees &
Expenses
(Underlying
Portfolio)(19) 12b-1 Fee Total
---------------- ----------- ------------
Small Cap Value Fund -- None 0.87%
Wells Fargo Advantage Small Cap Value
Fund -- Class Z(12) -- None 1.61%(14)
-----------------------------------------------
TOTAL 0.00% 0.00% 2.48%(14)
--------------------------------------------------------------------------------------------
U.S. Bond Fund -- None 0.92%
Western Asset Core Bond Portfolio --
Institutional Class(15) -- None 0.45%(16)
-----------------------------------------------
TOTAL 0.00% 0.00% 1.37%(16)
--------------------------------------------------------------------------------------------
(1) Source: Templeton Foreign Fund prospectus dated January 1, 2007.
(2) AXA Equitable receives a sub-TA fee of 0.15% from the Templeton Foreign
Fund and currently continues to waive the 0.15% administrative fee
applicable to the program's Foreign Fund.
(3) Except for the Vanguard Institutional Index Fund, Vanguard LifeStrategy
Income Fund, Vanguard LifeStrategy Moderate Growth Fund, Fidelity Small Cap
Stock Fund, Wells Fargo Advantage Small Cap Value Fund -- Class Z, and
Western Asset Core Bond Portfolio -- Institutional Class, the Class A Rule
12b-1 plan for each of the Underlying Mutual Funds is described in each
Underlying Mutual Fund's prospectus. The Janus Adviser Forty Fund -- Class
S pays AXA Equitable an amount equal to the 0.25% Rule 12b-1 fee for
services AXA Equitable performs. Dodge & Cox Stock Fund pays AXA Equitable
0.10% for administrative services AXA Equitable performs. AXA Equitable has
waived the 0.15% administration fee applicable to respective corresponding
investment funds. AXA Equitable will use any excess 12b-1 payment from the
Underlying Mutual Fund to defray administrative expenses associated with
the Program's operations and to fund Program enhancements. The agreement
and waivers are expected to be in effect for an indefinite period, but
these arrangements are subject to termination by any party upon notice.
(4) Source: Vanguard Institutional Index Fund prospectus dated August 17, 2006.
(5) Source: Dodge & Cox Stock Fund prospectus dated May 1, 2007.
(6) Source: Janus Adviser Forty Fund prospectus dated November 28, 2006.
(7) Source: Vanguard LifeStrategy Income Fund prospectus dated February 28,
2007.
(8) Source: Vanguard LifeStrategy Moderate Growth Fund prospectus dated
February 28, 2007.
(9) Although the LifeStrategy Funds are not expected to incur any net expenses
directly, the Funds' shareholders indirectly bear the expenses of the
underlying Vanguard funds (the Acquired Funds) in which the Fund invests.
This figure includes transaction costs (i.e., purchase and redemption
fees), if any, imposed on the Fund by the Acquired Funds. The Fund's
annualized indirect expense ratio, based on its underlying investments, as
of February 28, 2007 is shown.
(10) Source: Fidelity Small Cap Stock Fund prospectus dated June 29, 2006.
(11) A Plan expense reimbursement fee of up to 0.25% (currently 0.20%) of the
average daily net assets of the Program invested in the Fidelity Small Cap
Stock Fund (the "Fund") is paid by Fidelity Investments Tax Exempt Services
Company ("FITSCo") to AXA Equitable (indirectly through the ADA). AXA
Equitable has waived the 0.15% administration fee applicable to the Small
Cap Growth Fund and will use the payment from FITSCo to defray
administrative expenses associated with the Program's operations and to
fund Program enhancements. The agreement and waiver are expected to be in
effect for an indefinite period, but these arrangements are subject to
termination by either party upon notice.
(12) Source: Wells Fargo Advantage Small Cap Value Fund prospectus dated March
1, 2007.
(13) An administration fee of up to 0.25% of the average daily net assets of the
Program invested in the Wells Fargo Advantage Small Cap Value Fund (the
"Fund") is paid to AXA Equitable by Wells Fargo Funds Management, LLC;
Wells Fargo Funds Management, LLC, in turn, charges the Fund an amount for
administrative services, which is included in the "Other Expenses" for the
Fund. AXA Equitable has waived the 0.15% administration fee applicable to
the Wells Fargo Advantage Small Cap Value Fund and will use the payment
from Wells Fargo Funds Management, LLC to defray administrative expenses
associated with the Program's operations and to fund Program enhancements.
The agreement and waiver are expected to be in effect for an indefinite
period, but these arrangements are subject to termination by either party
upon notice.
(14) The Wells Fargo Advantage Small Cap Value Fund has committed through at
least February 29, 2008 to waive fees and/or reimburse expenses to the
extent necessary to main tain the Fund's Net Annual Fund Operating Expenses
shown. Wells Fargo Funds Management, LLC is currently waiving and/or
absorbing expenses of 0.25%. With these waivers and absorptions, the
expense ratio is 1.36%. We can modify or terminate voluntary waivers and/or
absorptions at any time.
(15) Source: Western Asset Core Bond Portfolio -- Institutional Class prospectus
dated August 1, 2006.
(16) The manager is contractually obligated to limit Portfolio expenses to 0.50%
through August 1, 2007. The total expenses shown do not reflect this
limitation.
(17) Includes expenses incurred in connection with the organization of the U.S.
Bond Fund and Small Cap Value Fund, which will initially be paid by AXA
Equitable and will be reim bursed from the U.S. Bond Fund and Small Cap
Value Fund, respectively, over a five year period ending July 2007.
(18) Included in other expenses is an administrative services fee of 0.25% of
the average daily net assets of Class S Shares to compensate Janus Services
for providing, or arranging for the provision of, recordkeeping,
subaccounting and administrative services to retirement or pension plan
participants or other underlying investors through institutional channels.
(19) Each of these investment options invests in a corresponding portfolio of
certain investment companies. Each portfolio, in turn, invests in shares of
other affiliated and/or unaffili ated portfolios. Amounts shown reflect
each portfolio's pro rata share of fees and expenses of the underlying
portfolios in which it invests. The fees and expenses are based on the
respective weighted investment allocations as of 12/31/06. A "--" indicates
that the listed portfolio does not invest in underlying portfolios.
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-----------------------------------------------------------------------------------------------------------------------------------
Pooled trust operating expenses expressed as an annual percentage of average daily net assets for Growth Equity
Fund
-----------------------------------------------------------------------------------------------------------------------------------
Program-
Program Investment related
Expense Administration Management Other
Fund Charge Fee Fees Expenses 12b-1 Fee Total
-----------------------------------------------------------------------------------------------------------------------------------
Growth Equity 0.65% 0.15% 0.23%(1) 0.01% -- 1.04%
-----------------------------------------------------------------------------------------------------------------------------------
(1) The actual fee charged is computed using the following investment
management fee schedule: 0.29% of the first $100 million of program assets
allocated to the investment fund and 0.20% of program assets allocated to
the investment fund in excess of $100 million.
Fee table 11
EXAMPLES
These examples are intended to help you compare the cost of investing in the
contract with the cost of investing in other variable annuity contracts. These
costs include contract owner transaction expenses, contract fees, separate
account annual expenses, and underlying fund fees and expenses.
The examples below show the expenses that a hypothetical contract owner would
pay in the situations illustrated and assumes the maximum charges applicable
under the contract, including the record maintenance and report fee and the
enrollment fee. For purposes of these examples, the program expense charge has
been rounded to 0.65%. Since under the example assumptions no surrender charge
or redemption charge would apply in connection with amounts invested in the
Funds, the expenses are the same whether or not the participant withdraws
amounts held in any of the Funds.
The charges used in the examples are the maximum expenses. The guarantee rate
accounts and money market guarantee account are not covered by the fee table
and examples. However, the ongoing expenses do apply to the guarantee rate
accounts and money market guarantee account. These examples should not be
considered a representation of past or future expenses for each option. Actual
expenses may be greater or less than those shown. Similarly the annual rate of
return assumed in the examples is not an estimate or guarantee of future
investment performance.
These examples assume that you invest $10,000 in the indicated options under
the contract for the time periods shown. The examples also assume that your
investment has a 5% return each year and assumes the fees and expenses of each
of the available Underlying Mutual Funds in addition to the maximum contract
charges and total annual expenses of the portfolios (before expense
limitations) described above. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:
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----------------------------------------------------------------------------------------------------------------------------
If you do not surrender your contract at If you annuitize at the end of the
the end of applicable
the applicable time period: time period:*
------------------------------------------------- -------------------------------------------
1 year 3 years 5 years 10 years 1 year 3 years 5 years 10
years
----------------------------------------------------------------------------------------------------------------------------
Foreign $218 $620 $1,045 $2,220 $568 $ 970 $1,395 $2,570
Equity Index $128 $344 $ 576 $1,232 $478 $ 694 $ 926 $1,582
Equity Income $175 $491 $ 826 $1,766 $525 $ 841 $1,176 $2,116
Large Cap Growth $244 $699 $1,178 $2,491 $594 $1,049 $1,528 $2,841
LifeStrategy Income $153 $422 $ 710 $1,519 $503 $ 772 $1,060 $1,869
LifeStrategy Moderate Growth $149 $410 $ 689 $1,474 $499 $ 760 $1,039 $1,824
Small Cap Growth $224 $638 $1,076 $2,283 $574 $ 988 $1,426 $2,633
Small Cap Value $288 $832 $1,399 $2,933 $638 $1,182 $1,749 $3,283
U.S. Bond Fund $176 $494 $ 832 $1,777 $526 $ 844 $1,182 $2,127
----------------------------------------------------------------------------------------------------------------------------
POOLED SEPARATE ACCOUNT EXAMPLE:
This example assumes that you invest $10,000 in the indicated options under the
contract for the time periods indicated. All other information and assumptions
stated above apply. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:
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------------------------------------------------------------------------------------------------------------
If you do not surrender your contract
at the end of If you annuitize at the end of the
the applicable time period: applicable time period:*
------------------------------------------- -------------------------------------------
1 year 3 years 5 years 10 years 1 year 3 years 5 years 10 years
------------------------------------------------------------------------------------------------------------
Growth Equity Fund $47 $93 $139 $262 $397 $443 $489 $612
------------------------------------------------------------------------------------------------------------
* Assuming an annuity payout option could be issued. Generally, the minimum
amount that can be used to purchase any type of annuity is $5,000 (see
"Individual annuity charges" in "Charges and expenses" later in this
Prospectus).
CONDENSED FINANCIAL INFORMATION
Please see Appendix I at the end of this prospectus for condensed financial
information concerning the Growth Equity Fund, and unit values and number of
units outstanding information for the Foreign Fund, Equity Income Fund, Large
Cap Growth Fund, LifeStrategy Income, LifeStrategy Moderate Growth, Small Cap
Growth Fund, Small Cap Value Fund and the U.S. Bond Fund.
FINANCIAL STATEMENTS OF INVESTMENT FUNDS
Each of the investment funds is, or is part of, one of our separate accounts as
described in "About the separate accounts" under "More information" later in
this prospectus. The financial statements for the Growth Equity Fund (Separate
Account No. 4 (Pooled)), Small Cap Growth Fund (Separate Account No. 200),
Foreign Fund (Separate Account No. 191), Equity Income Fund, Large Cap Growth
Fund, Small Cap Value Fund and U.S. Bond Fund (all Separate Account No. 206)
may be found in the SAI for this prospectus.
12 Fee table
1. Program investment options
--------------------------------------------------------------------------------
INVESTMENT OPTIONS
You may choose from thirteen investment options under the Program. These are
the ten investment funds we call the "Equity Funds." You can also choose from
three guaranteed options: a 3-year Guaranteed Rate Account and a 5-year
Guaranteed Rate Account ("GRAs"), and our Money Market Guarantee Account. The
Equity Funds and the Money Market Guarantee Account are available under the
contract issued by us. The GRAs are available under annuity contracts issued by
other major insurance companies. The guaranteed options are referred to in this
prospectus solely for the purpose of providing a more complete understanding of
how the investment funds operate with other investment options available under
the Program.
You should consider the investment objectives, risks and charges and expenses
of the Funds carefully before investing. The prospectuses for the underlying
mutual funds contain this and other important information about those funds.
The prospectuses should be read carefully before investing. In order to obtain
copies of Underlying Mutual Fund prospectuses that do not accompany this
prospectus, you may call one of our customer service representatives at 1 (800)
223-5790.
The group annuity contract that covers the qualified plan in which you
participate is not an investment advisory account, and AXA Equitable is not
providing any investment advice or managing the allocations under this
contract. In the absence of a specific written arrangement to the contrary,
you, as the participant under this contract, have the sole authority to make
investment allocations and other decisions under the contract. Your Account
Executive is acting as a broker-dealer registered representative, and may not
be authorized to act as an investment advisor or to manage the allocations
under your contract.
THE EQUITY FUNDS
Each Equity Fund has a different investment objective. The Equity Funds try to
meet their investment objectives by investing either in a portfolio of
securities or by holding mutual fund shares or units in a group trust. We
cannot assure you that any of the Equity Funds will meet their investment
objectives.
THE GROWTH EQUITY FUND
OBJECTIVE
The Growth Equity Fund seeks to achieve long-term growth of capital by
investing in the securities of companies that we believe will share in the
growth of the U.S. economy -- and those of other leading industrialized
countries -- over a long period.
INVESTMENT MANAGER
We manage the Growth Equity Fund. We currently use the personnel and facilities
of AllianceBernstein L.P. ("AllianceBernstein") for portfolio management,
securities selection and transaction services. We are the indirect
majority-owners of AllianceBernstein, a limited partnership. We and
AllianceBernstein are each registered investment advisers under the Investment
Advisers Act of 1940.
AllianceBernstein acts as investment adviser to various separate accounts and
general accounts of AXA Equitable and other affiliated insurance companies.
AllianceBernstein also provides investment management and advisory services to
mutual funds, endowment funds, insurance companies, foreign entities, qualified
and non-tax qualified corporate funds, public and private pension and profit-
sharing plans, foundations and tax-exempt organizations. Alan Levi is primarily
responsible for the day-to-day management of the Growth Equity Fund. Mr. Levi
has been a portfolio manager at AllianceBernstein since 1993. The SAI provides
additional information about the portfolio manager's compensation, other
accounts managed and ownership of securities of the Fund.
As of December 31, 2006, AllianceBernstein had total assets under management of
$717 billion. AllianceBernstein's main office is located at 1345 Avenue of the
Americas, New York, New York 10105.
INVESTMENT STRATEGIES
The Fund maintains its own portfolio of securities. The Growth Equity Fund
invests primarily in common stocks. The Fund generally invests in securities of
intermediate and large sized companies, but may invest in stocks of companies
of any size. At times the Fund may invest its equity holdings in a relatively
small number of issuers, provided that no investment when made causes more than
10% of the Growth Equity Fund's assets to be invested in the securities of one
issuer.
The Growth Equity Fund also may invest smaller amounts in other equity-type
securities, such as convertible preferred stocks or convertible debt
instruments. The Fund also may invest in non-equity investments, including
non-participating and non-convertible preferred stocks, bonds and debentures.
The Fund also may invest up to 15% of its total assets in foreign securities
(securities of established foreign companies without substantial business in
the United States.)
The Growth Equity Fund may make temporary investments in government
obligations, short-term commercial paper and other money market instruments.
A description of the policies and procedures with respect to disclosure of the
portfolio securities of the Growth Equity Fund is available in the SAI.
RISKS OF INVESTMENT STRATEGIES
Investing in common stocks and other securities involves the risk that the
value of the stocks or securities purchased will fluctuate. These fluctuations
could occur for a single company, an industry, a sector of the economy, or the
stock market as a whole. These fluctuations could cause the value of the Growth
Equity Fund's investments - and, therefore, the value of the Fund's units - to
fluctuate, and you could lose money.
Program investment options 13
Market and financial risks are inherent in any securities investment. By market
risks, we mean factors which do not necessarily relate to a particular issuer,
but affect the way markets, and securities within those markets, perform.
Market risks can be described in terms of volatility, that is, the range and
frequency of market value changes. Market risks include such things as changes
in interest rates, general economic conditions and investor perceptions
regarding the value of debt and equity securities. By financial risks we mean
factors associated with a particular issuer which may affect the price of its
securities, such as its competitive posture, its earnings and its ability to
meet its debt obligations. Important factors associated with the Growth Equity
Fund are discussed below.
In addition to large sized companies, the Growth Equity Fund may invest in
securities of medium and small sized companies. The securities of small and
medium sized, less mature, lesser known companies involve greater risks than
those normally associated with larger, more mature, well-known companies.
Therefore, consistent earnings may not be as likely in small companies as in
large companies.
The Growth Equity Fund runs a risk of increased and more rapid fluctuations in
the value of its investments in securities of small or medium sized companies.
This is due to the greater business risks of small size and limited product
lines, markets, distribution channels, and financial and managerial resources.
Historically, the prices of small (less than $5 billion) and medium (between $5
and $25 billion) capitalization stocks and stocks of recently organized
companies have fluctuated more than the larger capitalization stocks and the
overall stock market. One reason is that small- and medium-sized companies have
a lower degree of liquidity in the markets for their stocks, and greater
sensitivity to changing economic conditions.
Finally, concentrating the Growth Equity Fund's equity holdings in the stocks
of a few companies also increases the risk of loss because a decline in the
value of one of these stocks would have a greater impact on the Fund. As of
December 31, 2006, the Fund held 18.1% of its net assets in the stocks of four
issuers. See Separate Account No. 4 (Pooled) Statement of Investments and Net
Assets in the SAI.
Investing in non-equity securities, such as bonds and debentures, involves the
risk that the value of these securities held by the Growth Equity Fund - and,
therefore, the value of the Fund's units - will fluctuate with changes in
interest rates (interest rate risk) and the perceived ability of the issuer to
make interest or principal payments on time (credit risk). Moreover,
convertible securities, such as convertible preferred stocks or convertible
debt instruments, contain both debt and equity features, and may lose
significant value in periods of extreme market volatility.
Investing in securities of foreign companies involves additional risks,
including risk of loss from changes in the political or economic climate of the
countries in which these companies do business. Foreign currency fluctuations,
exchange controls or financial instability could cause the value of the Growth
Equity Fund's foreign investments to fluctuate. Additionally, foreign
accounting, auditing and disclosure standards may differ from domestic
standards, and there may be less regulation in foreign countries of stock
exchanges, brokers, banks, and listed companies than in the United States. As a
result, the Fund's foreign investments may be less liquid and their prices may
be subject to greater fluctuations than comparable investments in securities of
U.S. issuers.
PORTFOLIO HOLDINGS POLICY FOR THE GROWTH EQUITY FUND
A description of the policies and procedures with respect to disclosure of the
portfolio securities of the AllianceBernstein Growth Equity Fund is available
in the SAI. Generally, portfolio information is available 15 days after the
month end free of charge by calling 1 (866) 642-3127.
14 Program investment options
THE FOREIGN, EQUITY INDEX, EQUITY INCOME, LARGE CAP GROWTH, SMALL CAP GROWTH,
SMALL CAP VALUE AND U.S. BOND FUNDS
The Foreign, Equity Index, Equity Income, Large Cap Growth, LifeStrategy
Income, LifeStrategy Moderate Growth, Small Cap Growth, Small Cap Value and
U.S. Bond Funds each invest in shares of an Underlying Mutual Fund. The
investment results you will experience in any one of those investment funds
will depend on the investment performance of the Underlying Mutual Funds. The
table below shows the names of the Underlying Mutual Funds, their investment
objectives, and their advisers.
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----------------------------------------------------------------------------------------------------------------------------------
Underlying Mutual Fund
---------------------------------------------------------------------------------------------------
Investment Fund Name Objective Adviser
----------------------------------------------------------------------------------------------------------------------------------
Foreign Fund Templeton Long-term Templeton Global Advisors
Foreign Fund -- Advisor Class growth of capital Limited
----------------------------------------------------------------------------------------------------------------------------------
Equity Index Fund Vanguard Institutional Index Fund Track performance of benchmark The Vanguard Group
index that measures investment
return of the U.S. large cap
equity market.
----------------------------------------------------------------------------------------------------------------------------------
Equity Income Fund Dodge & Cox Stock Fund The Fund seeks long-term growth Dodge & Cox
of principal and income.
----------------------------------------------------------------------------------------------------------------------------------
Large Cap Growth Fund Janus Adviser Forty Fund -- Long-term growth of capital Janus Capital Management
Class S LLC
----------------------------------------------------------------------------------------------------------------------------------
LifeStrategy Income Fund Vanguard LifeStrategy Income Provide current income and some The Vanguard Group*
Fund capital appreciation. Mellon Capital Management
Corporation*
----------------------------------------------------------------------------------------------------------------------------------
LifeStrategy Moderate Growth Vanguard LifeStrategy Moderate Provide capital appreciation and The Vanguard Group*
Fund Growth Fund a reasonable level of current Mellon Capital Management
income. Corporation*
----------------------------------------------------------------------------------------------------------------------------------
Small Cap Growth Fund Fidelity Small Long-term growth of capital Fidelity Management &
Cap Stock Fund Research Company (FMR Co.)
----------------------------------------------------------------------------------------------------------------------------------
Small Cap Value Fund Wells Fargo Advantage Small Cap Seeks long-term capital Wells Capital Management,
Value Fund -- Class Z appreciation Inc.
----------------------------------------------------------------------------------------------------------------------------------
U.S. Bond Fund Western Asset Core Bond Maximum total return, Western Asset Management
Portfolio -- consistent with prudent Company
Institutional Class investment management
and liquidity needs
----------------------------------------------------------------------------------------------------------------------------------
* The Fund benefits from the Investment advisory services provided to the
underlying Vanguard funds in which it invests.
Each of the Underlying Mutual Funds has been selected by the ADA Trustees. We
have no investment management responsibilities for the Foreign, Equity Index,
Equity Income, Large Cap Growth, LifeStrategy Income, LifeStrategy Moderate
Growth, Small Cap Growth, Small Cap Value or U.S. Bond Funds. We act in
accordance with the investment policies established by the ADA Trustees. Please
refer to the prospectuses and SAIs of the Underlying Mutual Funds for a more
detailed discussion of investment objectives and strategies, advisers, risk
factors and other information concerning the Underlying Mutual Funds.
Program investment options 15
ADDITIONAL INFORMATION ABOUT THE EQUITY FUNDS
CHANGE OF INVESTMENT OBJECTIVES
We may change the investment objectives of the Foreign, Equity Index, Equity
Income, Large Cap Growth, LifeStrategy Income, LifeStrategy Moderate Growth,
Small Cap Growth, Small Cap Value and U.S. Bond Funds in consultation with the
ADA Trustees and if the New York State Insurance Department approves the
change. We may also change the mutual fund or collective investment fund in
which any one of these Equity Funds invests in consultation with the Trustees.
We can change the investment objectives of the Growth Equity Fund, if the New
York State Insurance Department approves the change.
VOTING RIGHTS
If the Fidelity Small Cap Stock Fund, Templeton Foreign Fund, Vanguard
Institutional Index Fund, Janus Adviser Forty Fund, Dodge & Cox Stock Fund,
Wells Fargo Advantage Small Cap Value Fund, Vanguard LifeStrategy Income Fund,
Vanguard LifeStrategy Moderate Growth Fund or the Western Asset Core Bond
Portfolio Fund holds a meeting of shareholders, we will vote shares held in the
corresponding Equity Fund in accordance with instructions received from
employers, participants or trustees, as the case may be. Shares will be voted
in proportion to the voter's interest in the Equity Fund holding the shares as
of the record date for the shareholders meeting. We abstain from voting shares
if we receive no instructions. Employers, participants or trustees will
receive: (1) periodic reports relating to the Underlying Mutual Funds and (2)
proxy materials, together with a voting instruction form, in connection with
shareholder meetings.
THE GUARANTEED OPTIONS
You can choose from among three different guaranteed options:
o two GRAs guaranteed by major insurance companies, or
o our Money Market Guarantee Account held in one of our separate accounts and
guaranteed by us.
Your investment in a guaranteed option is not regulated by the Securities and
Exchange Commission, and the following discussion about the guaranteed options
has not been reviewed by the staff of the SEC. The discussion, however, is
subject to certain generally applicable provisions of the federal securities
laws relating to the accuracy and completeness of the statements made.
GUARANTEED RATE ACCOUNTS
You can choose from a GRA that matures in three years (3-year GRA) or a GRA
that matures in five years (5-year GRA). Your contributions to the GRAs earn
the guaranteed interest rate then in effect when your contribution is credited
to your plan account. The interest rate is expressed as an effective annual
rate, reflecting daily compounding and the deduction of applicable asset-based
fees. See "Charges and expenses."
You can make new contributions or transfer amounts from other investment
options to a GRA at the current guaranteed rate at any time. New guaranteed
rates are offered each Wednesday and are available for a seven-day period. You
may call the AIMS or access the Website on the Internet to obtain the current
GRA rates. You earn interest from the day after your contribution or transfer
is credited through the maturity date of the GRA. See "Maturing GRAs" in the
SAI for more information. The amount of your contribution and interest that is
guaranteed is subject to any penalties applicable upon premature withdrawal.
See "Premature Withdrawals and Transfers from a GRA" in the SAI.
RESTRICTIONS ON WITHDRAWALS AND TRANSFERS
As a general matter, prior to a GRA's maturity you may not:
o remove amounts from a GRA;
o make transfers from one GRA to another investment option; or
o use GRA amounts to obtain a plan loan, for hardship or in-service
withdrawals, to receive benefits from a terminated plan or to transfer
amounts to a new plan.
Withdrawals from a GRA may be made before maturity if you are disabled, you
attain age 701/2, or you die. Certain other withdrawals from a GRA prior to
maturity are permitted, but may be subject to a penalty. See "Premature
Withdrawals and Transfers from a GRA" in the SAI.
THE GRA GUARANTEES
Met Life, Inc. ("MetLife") guarantees all contributions allocated to GRAs
during a one year period beginning July 19, 2006. These contributions are
invested until maturity through two group annuity contracts that MetLife issued
to the ADA Trustees. MetLife's home office is at 200 Park Avenue, New York, NY
10166. Founded in 1868, MetLife had assets of approximately $383 billion in its
general account as of December 31, 2006. MetLife and its subsidiaries had
assets under management as of December 31, 2006 of approximately $528 billion.
The ADA Trustees may arrange for other carriers to provide GRAs at any time.
All references in this prospectus and the SAI to the "Guaranteed Rate Accounts"
or to a "GRA" or "GRAs" shall be deemed to refer to the GRAs provided by
MetLife or any other carrier which previously provided or may in the future
provide Program GRAs, as appropriate. All GRAs invested in prior to July 19,
2006, remain invested through maturity with the insurance company that provided
that GRA.
Withdrawals, transfers, reallocations on maturity and benefit distributions
from GRAs provided by other carriers are subject to AXA Equitable's receipt of
the proceeds of such GRA from the other carriers.
MONEY MARKET GUARANTEE ACCOUNT
All contributions to the Money Market Guarantee Account earn the same rate of
interest. The rate changes monthly and is expressed as an effective annual
rate, reflecting daily compounding and the deduction of applicable asset-based
fees. Contributions may be made at any time and will earn the current rate from
the day after the contribution is credited through the end of the month or, if
earlier, the day of transfer or withdrawal. Your balance in the Money Market
Guarantee Account at the end of the month automatically begins receiving
interest at the new rate until transferred or withdrawn. You may call AIMS or
access the website on the internet to obtain the current monthly rate.
16 Program investment options
DISTRIBUTIONS, WITHDRAWALS, AND TRANSFERS
You may effect distributions, withdrawals and transfers, without penalty, at
any time permitted under your plan. We do not impose penalties on
distributions, withdrawals or transfers.
THE MONEY MARKET GUARANTEE ACCOUNT GUARANTEE
We guarantee the amount of your contributions to the Money Market Guarantee
Account and the interest credited. We hold assets in our Separate Account No.
43 sufficient to pay all principal and accrued interest under the Money Market
Guarantee Account option, less applicable fees, as required by law. Assets we
hold in Separate Account No. 43 attributable to ADA participants are available
to Program participants who have allocated amounts to the Money Market
Guarantee Account. We may not use these amounts to satisfy obligations that may
arise out of any other business we conduct. If the assets in Separate Account
No. 43 are insufficient to provide for payment of all principal and accrued
interest under the Money Market Guarantee Account, we will transfer additional
assets into Separate Account No. 43 from AXA Equitable's general account, to
make up for any shortfall. We may remove assets from Separate Account No. 43
that are in excess of those attributable to the combined account values of all
ADA participants.
CALCULATION OF OUR RATES
The interest rate we credit to the Money Market Guarantee Account approximates:
(1) the average over each calendar year of "domestic prime" money market funds
(funds with the highest quality investments); plus
(2) an amount which approximates the average expenses deducted from such funds;
less
(3) 0.15% (Administration Fee) and the applicable Program Expense Charge. See
"Charges and expenses" later in this prospectus.
On January 1 each year we set an annual minimum interest rate for the Money
Market Guarantee Account. The minimum guaranteed interest rate for 2007 is
2.50% (before applicable asset-based fees).
Program investment options 17
2. How we value your account balance in the Investment Funds
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FOR AMOUNTS IN THE EQUITY FUNDS
When you invest in an Equity Fund, your contribution or transfer purchases
"units" of that Fund. The unit value on any day reflects the value of the
Fund's investments for the day and the charges and expenses we deduct from the
Fund. We calculate the number of units you purchase by dividing the amount you
invest by the unit value of the Fund as of the close of business on the day we
receive your contribution or transfer instruction.
On any given day, your account value in any Equity Fund equals the number of
the Fund's units credited to your account, multiplied by that day's value for
one Fund unit. In order to take deductions from any Equity Fund, we cancel
units having a value equal to the amount we need to deduct. Otherwise, the
number of your Fund units of any Equity Fund does not change unless you make
additional contributions, make a withdrawal, effect a transfer, or request some
other transaction that involves moving assets into or out of that Fund option.
HOW WE DETERMINE UNIT VALUE
THE EQUITY FUNDS. We determine the unit value for each Equity Fund at the end
of each business day. The unit value for each Fund is calculated by first
determining a gross unit value, which reflects only investment performance, and
then adjusting it for Fund expenses to obtain the Fund unit value. We determine
the gross unit value by multiplying the gross unit value for the preceding
business day by the net investment factor for that subsequent business day (for
the Growth Equity Fund we also subtract any audit and custodial fees). We
calculate the net investment factor as follows:
o First, we take the value of the Fund's assets at the close of business on
the preceding business day.
o Next, we add the investment income and capital gains, realized and
unrealized, that are credited to the assets of the Fund during the business
day for which we are calculating the net investment factor.
o Then we subtract the capital losses, realized and unrealized, charged to the
Fund during that business day.
o Finally, we divide this amount by the value of the Fund's assets at the
close of the preceding business day.
The Fund unit value is calculated on every business day by multiplying the Fund
unit value for the last business day of the previous month by the net change
factor for that business day. The net change factor for each business day is
equal to (a) minus (b) where:
(a) is the gross unit value for that business day divided by the gross unit
value for the last business day of the previous month; and
(b) is the charge to the Fund for that month for the daily accrual of fees and
other expenses times the number of days since the end of the preceding
month.
HOW WE VALUE THE ASSETS OF THE FUNDS
THE GROWTH EQUITY FUND. The assets of the Growth Equity Fund are valued as
follows:
o Common stocks listed on national securities exchanges are valued at the last
sale price. If on a particular day there is no sale, the stocks are valued
at the latest available bid price reported on a composite tape. Other
unlisted securities reported on the NASDAQ Stock Exchange are valued at
inside (highest) quoted bid prices.
o Foreign securities not traded directly, or in ADR form, in the United
States, are valued at the last sale price in the local currency on an
exchange in the country of origin. Foreign currency is converted into
dollars at current exchange rates.
o United States Treasury securities and other obligations issued or guaranteed
by the United States Government, its agencies or instrumentalities are
valued at representative quoted prices.
o Long-term publicly traded corporate bonds (i.e., maturing in more than one
year) are valued at prices obtained from a bond pricing service of a major
dealer in bonds when such prices are available; however, in circumstances
where it is deemed appropriate to do so, an over-the-counter or exchange
quotation may be used.
o Convertible preferred stocks listed on national securities exchanges are
valued at their last sale price or, if there is no sale, at the latest
available bid price.
o Convertible bonds and unlisted convertible preferred stocks are valued at
bid prices obtained from one or more major dealers in such securities; where
there is a discrepancy between dealers, values may be adjusted based on
recent premium spreads to the underlying common stock.
o Short-term debt securities that mature in more than 60 days are valued at
representative quoted prices. Short-term debt securities that mature in 60
days or less are valued at amortized cost, which approximates market value.
o Option contracts listed on organized exchanges are valued at last sale
prices or closing asked prices, in the case of calls, and at quoted bid
prices, in the case of puts. The market value of a put or call will usually
reflect, among other factors, the market price of the underlying security.
When the Fund writes a call option, an amount equal to the premium received
by the Fund is included in the Fund's financial statements as an asset and
an equivalent liability. The amount of the liability is subsequently
marked-to-market to reflect the current market value of the option written.
The current market value of a traded option is the last sale price or, in
the absence of a sale, the last offering price. When an option expires on
its stipulated expiration date or the Fund enters into a closing purchase or
sales transaction, the Fund realizes a gain or loss without regard to any
unrealized gain or loss on the underlying security, and the liability
related to such option is extinguished. When an option is exercised,
18 How we value your account balance in the Investment Funds
the Fund realizes a gain or loss from the sale of the underlying security,
and the proceeds of the sale are increased by the premium originally
received, or reduced by the price paid for the option.
OTHER EQUITY FUNDS. The Foreign Fund, Equity Index Fund, Equity Income Fund,
Large Cap Growth Fund, LifeStrategy Income Fund, LifeStrategy Moderate Growth
Fund, Small Cap Growth Fund, Small Cap Value Fund and U.S. Bond Fund, invest
all of their assets in the Templeton Foreign Fund, Vanguard Institutional Index
Fund, Dodge & Cox Stock Fund, Janus Adviser Forty Fund, Vanguard LifeStrategy
Income Fund, Vanguard LifeStrategy Moderate Growth Fund, Fidelity Small Cap
Stock Fund, Wells Fargo Advantage Small Cap Value Fund and the Western Asset
Core Bond Portfolio, respectively.
The asset value of the Templeton Foreign Fund -- Advisor Class, the Vanguard
Institutional Index Fund, the Dodge & Cox Stock Fund, the Janus Adviser Forty
Fund -- Class S, the Vanguard LifeStrategy Income Fund, the Vanguard
LifeStrategy Moderate Growth Fund, the Fidelity Small Cap Stock Fund, the Wells
Fargo Advantage Small Cap Value Fund -- Class Z and the Western Asset Core
Bond, Portfolio -- Institutional Class is computed on a daily basis by each of
these funds. See the prospectus for each of these Underlying Mutual Funds for
information on valuation methodology.
FAIR VALUATION
For the Growth Equity Fund, securities and other assets for which market
quotations are not readily available (or for which market quotations may not be
reliable) are valued at their fair value under the direction of our investment
officers in accordance with accepted accounting practices and applicable laws
and regulations. Market quotations may not be readily available if, for
example, trading has been halted in the particular security; the security does
not trade for an extended period of time; or a trading limit has been imposed.
For the other Funds offered under the Contract which invest in underlying
mutual funds, securities and other assets for which market quotations are not
readily available (or for which market quotations may not be reliable) are
valued at their fair value under policies and procedures established by the
applicable underlying mutual fund. For more information, please see each
underlying mutual fund prospectus.
The effect of fair value pricing is that securities may not be priced on the
basis of quotations from the primary market in which they are traded, but
rather may be priced by another method deemed to reflect fair value. Such a
policy is intended to assure that the net asset value of a fund fairly reflects
security values as of the time of pricing.
How we value your account balance in the Investment Funds 19
3. Transfers and access to your account
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TRANSFERS AMONG INVESTMENT OPTIONS
You may transfer some or all of your amounts among the investment options if
you participate in the Master Plan or the Volume Submitter Plan (together, the
"Plans"). Participants in other plans may make transfers as allowed by the
plan.
No transfers from the GRAs to other investment options are permitted prior to
maturity. Transfers to the GRAs, and to and from the Money Market Guarantee
Account and the Growth Equity Fund, are permitted at any time. Transfers to and
from the Small Cap Growth Fund, Foreign Fund, Equity Index Fund, Equity Income
Fund, Large Cap Growth Fund, LifeStrategy Income Fund, LifeStrategy Moderate
Growth Fund, Small Cap Value Fund and U.S. Bond Fund are permitted at any time
except if there is any delay in redemptions from the Underlying Mutual Fund. A
redemption charge of 2.00% of the amount exchanged will be imposed on amounts
held less than a specified period if transferred out of the Small Cap Growth
Fund. See "Redemption charge" in "Charges and expenses" later in this
prospectus. In addition, we reserve the right to restrict transfers among
variable investment funds as described in your contract including limitations
on the number, frequency or dollar amount of transfers.
Please see "Investment options" in "Program investment options" for more
information about your role in managing your allocations.
DISRUPTIVE TRANSFER ACTIVITY
You should note that the contract is not designed for professional "market
timing" organizations, or other organizations or individuals engaging in a
market timing strategy. The contract is not designed to accommodate programmed
transfers, frequent transfers or transfers that are large in relation to the
total assets of the Fund or the underlying portfolio.
Frequent transfers, including market timing and other program trading or
short-term trading strategies, may be disruptive to the Funds or the underlying
portfolios. Disruptive transfer activity may adversely affect performance and
the interests of long-term investors by requiring a Fund or portfolio to
maintain larger amounts of cash or to liquidate portfolio holdings at a
disadvantageous time or price. For example, when market timing occurs, a Fund
or portfolio may have to sell its holdings to have the cash necessary to redeem
the market timer's investment. This can happen when it is not advantageous to
sell any securities, so investment performance may be hurt. When large dollar
amounts are involved, market timing can also make it difficult to use long-term
investment strategies because a Fund or portfolio cannot predict how much cash
it will have to invest. In addition, disruptive transfers or purchases and
redemptions of portfolio investments may impede efficient portfolio management
and impose increased transaction costs, such as brokerage costs, by requiring
the portfolio manager to effect more frequent purchases and sales of portfolio
securities. Similarly, a Fund or portfolio may bear increased administrative
costs as a result of the asset level and investment volatility that accompanies
patterns of excessive or short-term trading. Funds or portfolios that invest a
significant portion of their assets in foreign securities or the securities of
small- and mid-capitalization companies tend to be subject to the risks
associated with market timing and short-term trading strategies to a greater
extent than Funds or portfolios that do not. Securities trading in overseas
markets present time zone arbitrage opportunities when events affecting
portfolio securities values occur after the close of the overseas market but
prior to the close of the U.S. markets. Securities of small- and
mid-capitalization companies present arbitrage opportunities because the market
for such securities may be less liquid than the market for securities of larger
companies, which could result in pricing inefficiencies. The prospectuses for
the Underlying Mutual Funds provide more information on how portfolio shares
are priced.
We currently use the procedures described below to discourage disruptive
transfer activity. You should understand, however, that these procedures are
subject to the following limitations: (1) they rely on the policies and
procedures implemented by the underlying portfolios; (2) they do not eliminate
the possibility that disruptive transfer activity, including market timing,
will occur or that performance will be affected by such activity; and (3) the
design of market timing procedures involves inherently subjective judgments,
which we seek to make in a fair and reasonable manner consistent with the
interests of all contract owners.
For the Fund established as a pooled separate account, the portfolio managers
review aggregate cash flows on a daily basis. If the portfolio managers
consider transfer activity with respect to the account to be disruptive, AXA
Equitable reviews contract owner trading activity to identify any potentially
disruptive transfer activity. When a contract owner is identified as having
engaged in a potentially disruptive transfer under the contract for the first
time, a letter is sent to the contract owner explaining that there is a policy
against disruptive transfer activity and that if such activity continues
certain transfer privileges may be eliminated. If and when the contract owner
is identified a second time as engaged in potential disruptive transfer
activity under the contract, we currently prohibit the use of voice, fax and
automated transaction services. We currently apply such action for the
remaining life of each affected contract. We may change the definition of
potentially disruptive transfer activity, the monitoring procedures and
thresholds, any notification procedures, and the procedures to restrict this
activity. Any new or revised policies and procedures will apply to all contract
owners uniformly. We do not permit exceptions to our policies restricting
disruptive transfer activity.
For the Funds that invest in an Underlying Mutual Fund not affiliated with AXA
Equitable, the Underlying Mutual Fund may have its own policies and procedures
regarding disruptive transfer activity, which may be different than those
applied by AXA Equitable. In most cases, the Underlying Mutual Fund reserves
the right to reject a transfer that it believes, in its sole discretion, is
disruptive (or potentially disruptive)
20 Transfers and access to your account
to the management of that Fund. Please see the prospectus for the Underlying
Mutual Fund for information regarding the policies and procedures, if any,
employed by that Underlying Mutual Fund and any associated risks of investing
in that Fund. If an Underlying Mutual Fund advises us that there may be
disruptive transfer activity from our contract owners, we will work with the
Underlying Mutual Fund to review contract owner trading activity. If the Fund
determines that the trading activity of a particular contract owner is
disruptive, we will take action to limit the disruptive trading activity of
that contract owner as discussed above.
Contract owners should note that it is not always possible for us and the
Underlying Mutual Funds to identify and prevent disruptive transfer activity.
Our ability to monitor potentially disruptive transfer activity is limited in
particular with respect to certain group contracts. Group annuity contracts may
be owned by retirement plans that provide transfer instructions on an omnibus
(aggregate) basis, which may mask the disruptive transfer activity of
individual plan participants, and/or interfere with our ability to restrict
communication services. In addition, because we do not monitor for all frequent
trading in the Underlying Mutual Funds at the separate account level, contract
owners may engage in frequent trading which may not be detected. Therefore, no
assurance can be given that we or the Underlying Mutual Funds will successfully
impose restrictions on all potentially disruptive transfers. Because there is
no guarantee that disruptive trading will be stopped, some contract
owners/participants may be treated differently than others, resulting in the
risk that some contract owners/participants may be able to engage in frequent
transfer activity while others will bear the effect of that frequent transfer
activity. The potential effects of frequent transfer activity are discussed
above.
OUR ACCOUNT INVESTMENT MANAGEMENT SYSTEM ("AIMS") AND OUR INTERNET WEBSITE
Participants may use our automated AIMS, or our internet website to transfer
between investment options, obtain account information, change the allocation
of future contributions and maturing GRAs and hear investment performance
information. To use AIMS, you must have a touch-tone telephone. Our internet
website can be accessed at www.axa-equitable.com/ada.
We have established procedures to reasonably confirm the genuineness of
instructions communicated to us by telephone when using AIMS and by the
internet website. The procedures require personal identification information,
including your personal security code ("PSC") number, prior to acting on
telephone instructions or accessing information on the internet website, and
providing written confirmation of the transfers. We assign a PSC number to you
after we receive your completed enrollment form. Thus, we will not be liable
for following telephone instructions, or internet instructions, we reasonably
believe to be genuine.
We reserve the right to limit access to this service if we determine that you
are engaged in a market timing strategy (see "Disruptive transfer activity"
above).
A transfer request will be effective on the business day we receive the
request. Transfer requests received after the end of a business day will be
credited the next business day. We will confirm all transfers in writing.
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Generally our business day is any day the New York Stock Exchange is open for
trading, and generally ends at 4:00 p.m. Eastern Time. A business day does not
include a day we choose not to open due to emergency conditions. We may also
close early due to emergency conditions.
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PARTICIPANT LOANS
Participant loans are available if the employer plan permits them. Participants
must apply for a plan loan through the employer. Loan packages containing all
necessary forms, along with an explanation of how interest rates are set, are
available from our Account Executives.
Loans are subject to restrictions under Federal tax laws and ERISA. A loan may
not be taken from the Guaranteed Rate Accounts prior to maturity. If a
participant is married, written spousal consent may be required for a loan.
Generally, the loan amount will be transferred from the investment options into
a loan account. The participant must pay the interest as required by Federal
income tax rules. If you fail to repay the loan when due, the amount of the
unpaid balance may be taxable and subject to additional penalty taxes. Interest
paid on a retirement plan loan is not deductible.
CHOOSING BENEFIT PAYMENT OPTIONS
Benefit payments are subject to plan provisions.
The Program offers a variety of benefit payment options for participants in the
Plans. (If you are a participant in an individually designed plan, ask your
employer for information on benefit payment options under your Plan). Your plan
may allow you a choice of one or more of the following forms of distribution:
o Qualified Joint and Survivor Annuity
o Lump Sum Payment
o Installment Payments
o Life Annuity
o Life Annuity -- Period Certain
o Joint and Survivor Annuity
o Joint and Survivor Annuity -- Period Certain
o Cash Refund Annuity
All of these options can be either fixed or variable except for the Cash Refund
Annuity and the Qualified Joint and Survivor Annuity which are fixed options
only.
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The amount of each payment in a fixed option remains the same. Variable option
payments change to reflect the investment performance of the Growth Equity
Fund.
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See "Types of benefits" in the SAI for detailed information regarding each of
the benefit payout options, and "Procedures for withdrawals, distributions and
transfers" in the SAI.
Transfers and access to your account 21
Fixed annuities are available from insurance companies selected by the
Trustees. Upon request, we will provide fixed annuity rate quotes available
from one or more such companies. Participants may instruct us to withdraw all
or part of their account balance and forward it to the annuity provider
selected. Once we have distributed that amount to the company selected, we will
have no further responsibility to the extent of the distribution.
We provide the variable annuity options. Payments under variable annuity
options reflect investment performance of the Growth Equity Fund.
The minimum amount that can be used to purchase any type of annuity is $5,000.
In most cases a variable annuity administrative charge of $350 will be deducted
from the amount used to purchase an annuity from AXA Equitable. Annuities
purchased from other providers may also be subject to fees and charges.
If you are a participant in an individually-designed plan, ask your employer
for information on benefit payment options under your Plan.
SPOUSAL CONSENT
If a participant is married and has an account balance greater than $5,000
(except for amounts contributed to the Rollover Account), federal law generally
requires payment (subject to plan rules) of a Qualified Joint and Survivor
Annuity payable to the participant for life and then to the surviving spouse
for life, unless you and your spouse have properly waived that form of payment
in advance. Please see "Spousal consent requirements" under "Types of benefits"
in the SAI.
BENEFITS PAYABLE AFTER THE DEATH OF A PARTICIPANT
Regardless of whether a participant's death occurs before or after your
Required Beginning Date, an individual death beneficiary calculates annual
post-death required minimum distribution payments based on the beneficiary's
life expectancy using the "term certain method." That is, he or she determines
his or her life expectancy using the IRS-provided life expectancy tables as of
the calendar year after the participant's death and reduces that number by one
each subsequent year.
If a participant dies before the entire benefit has been paid, the remaining
benefits will be paid to the participant's beneficiary. If a participant dies
before he or she is required to begin receiving benefits, the law generally
requires the entire benefit to be distributed no more than five years after
death. There are exceptions: (1) a beneficiary who is not the participant's
spouse may elect payments over his or her life or a fixed period which does not
exceed the beneficiary's life expectancy, provided payments begin within one
year of death, (2) if the benefit is payable to the spouse, the spouse may
elect to receive benefits over his or her life or a fixed period which does not
exceed his/her life expectancy beginning any time up to the date the
participant would have attained age 701/2 or, if later, one year after the
participant's death, or (3) the spouse may be able to roll over all or part of
the death benefit to a traditional individual retirement arrangement, an
annuity under Section 403(b) of the Code or a governmental employer plan under
Section 457 of the Code. If, at death, a participant was already receiving
benefits, the beneficiary must continue to receive benefits, subject to the
Federal income tax minimum distribution rules. To designate a beneficiary or to
change an earlier designation, a participant must have the employer send us a
beneficiary designation form. In some cases, the spouse must consent in writing
to a designation of any non-spouse beneficiary, as explained in "Spousal
Consent Requirements" under "Types of benefits" in the SAI.
Under the Plans, on the day we receive proof of death, we automatically
transfer the participant's account balance in the Equity Funds to the Money
Market Guarantee Account unless the beneficiary gives us other written
instructions. The balance in the Guaranteed Rate Accounts will remain in the
Guaranteed Rate Accounts.
22 Transfers and access to your account
4. The Program
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This section explains the ADA Program in further detail. It is intended for
employers who wish to enroll in the Program, but contains information of
interest to participants as well. You should, of course, understand the
provisions of your plan and the Adoption Agreement that define the scope of the
Program in more specific terms. References to "you" and "your" in this section
are to you in your capacity as an employer. The Program is described in the
prospectus solely to provide a more complete understanding of how the
investment funds operate within the Program.
The American Dental Association Members Retirement Program consists of several
types of retirement plans and three retirement plan Trusts: the Master Trust,
the Volume Submitter Retirement Trust and the Pooled Trust. Each of the Trusts
invests exclusively in the group annuity contract described in this prospectus
and in the group annuity contract funding the GRAs. The Program is sponsored by
the ADA, and the Trustees under the Master, Volume Submitter Retirement and
Pooled Trusts are the members of the Council on Member Insurance and Retirement
Programs of the ADA (the "Trustees" or "ADA Trustees"). The Program had 23,567
participants and $1.49 billion in assets at December 31, 2006.
ELIGIBLE EMPLOYERS
You can adopt the Program if you or at least one of your partners or other
shareholders is a member of: (1) the ADA, (2) a constituent or component
society of the ADA, or (3) an ADA-affiliated organization. Participation by an
affiliated organization must first be approved by the ADA's Council on
Insurance.
Our Retirement Program Specialists are available to answer your questions about
joining the Program. Please contact us by using the telephone number or
addresses listed under "How to reach us -- Information on joining the Program"
on the back cover of the prospectus.
SUMMARY OF PLAN CHOICES
You have a choice of three retirement plan arrangements under the Program. You
can:
o Choose the Master Plan -- which automatically gives you a full range of
services from AXA Equitable. These include your choice of the Program
investment options, plan-level and participant-level recordkeeping, benefit
payments and tax withholding and reporting. Under the Master Plan employers
adopt our Master Trust and your only investment choices are from the
Investment Options.
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The Master Plan is a defined contribution master plan that can be adopted as a
profit sharing plan, a defined contribution pension plan, or both. Traditional
401(k), SIMPLE 401(k), and Safe Harbor 401(k) are also available. A Roth 401(k)
option is available for all 401(k) plan types.
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o Choose the Volume Submitter Plan -- which automatically gives you a full
range of services from AXA Equitable and offers the opportunity to utilize a
cross-tested plan option. The services include your choice of the Program's
investment options, plan-level and participant-level recordkeeping, benefit
payments and tax withholding and reporting. Under the Volume Submitter Plan,
employers adopt the Volume Submitter Retirement Trust and your only
investment choices are from the Investment Options.
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The Volume Submitter Plan is a defined contribution plan that can be adopted as
a profit sharing plan (new comparability or age weighted) with or without
401(k) features. A Roth 401(k) option is available for all 401(k) plan types.
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o Maintain your own individually designed plan -- and use the Pooled Trust for
investment options in the Program and your own individual investments. The
Pooled Trust is for investment only and can be used for both defined benefit
and defined contribution plans.
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The Pooled Trust is an investment vehicle used with individually designed
qualified retirement plans. It can be used for both defined contribution and
defined benefit plans. We provide recordkeeping services for plan assets held
in the Pooled Trust.
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Choosing the right plan depends on your own set of circumstances. We recommend
that you review all plan, trust, participation and related agreements with your
legal and tax counsel.
GETTING STARTED
If you choose either Plan, you must complete an Adoption Agreement. If you have
your own individually designed plan and wish to use the Pooled Trust as an
investment vehicle, the trustee of your plan must complete an Adoption
Agreement. As an employer, you are responsible for the administration of the
plan you choose. Please see "Your responsibilities as employer" in the SAI.
HOW TO MAKE PROGRAM CONTRIBUTIONS
Contributions must be in the form of a check drawn on a bank in the U.S.,
clearing through the Federal Reserve System, in U.S. dollars, and made payable
to The ADA Retirement Trust. All contribution checks should be sent to AXA
Equitable at the address shown "For contribution checks only" in the
"Information once you join the Program" section under "How to reach us" on the
back cover of this prospectus. Third party checks are not acceptable, except
for rollover contributions, tax-free exchanges or trustee checks that involve
no refund. All checks are subject to collection. We reserve the right to reject
a payment if it is received in an unacceptable form.
All contributions must be accompanied by a Contribution Remittance form which
designates the amount to be allocated to each participant by contribution type
and fiscal year to which the contribution will be applied. Contributions are
normally credited on the business day that
The Program 23
we receive them, provided the remittance form is properly completed and matches
the check amount. Contributions are only accepted from the employer. Employees
may not send contributions directly to the Program.
There is no minimum amount which must be contributed for investment if you
adopt either Plan or if you have your own individually designed plan that uses
the Pooled Trust.
ALLOCATING PROGRAM CONTRIBUTIONS
Under the the Plans, participants make all of the investment decisions.
Investment decisions in the individually designed plans are made either by the
participant or by the plan trustees, depending on the terms of the plan.
Participants may allocate contributions among any number of Program investment
options. Allocation instructions can be changed at any time. If we do not
receive adequate instructions, we will allocate your contributions to the Money
Market Guarantee Account. You may, of course, transfer to another investment
option at any time. Contributions are only accepted for properly enrolled
participants.
WHEN TRANSACTION REQUESTS ARE EFFECTIVE. Contributions, as well as transfer
requests and allocation changes (not including GRA maturity allocation changes
discussed in the SAI), are effective on the business day they are received.
In-service distribution requests are also effective on the business day they
are received. Benefit payments are subject to plan provisions. Transaction
requests received after the end of a business day will be processed the next
business day. Processing of any transaction may be delayed if a properly
completed form is not received.
Trustee-to-trustee transfers of plan assets are effective the business day
after we receive all items we require, including check and mailing
instructions, and a plan opinion/IRS determination letter from the new or
amended plan or adequate proof of qualified plan status.
DISTRIBUTIONS FROM THE INVESTMENT OPTIONS
Keep in mind two sets of rules when considering distributions or withdrawals
from the Program. The first are rules and procedures that apply to the
investment options, exclusive of the provisions of your plan. We discuss those
in this section. The second are rules specific to your plan. We discuss those
"Rules applicable to participant distributions" below. Certain plan
distributions may be subject to Federal income tax, and penalty taxes. See "Tax
information" later in this prospectus and the SAI.
AMOUNTS IN THE EQUITY FUNDS AND MONEY MARKET GUARANTEE ACCOUNT. These are
generally available for distribution at any time, subject to the provisions of
your plan. However, there may be a delay for withdrawals from the Small Cap
Growth Fund, Foreign Fund, Small Cap Value Fund, U.S. Bond Fund, Equity Index,
Equity Income, Large Cap Growth Fund, LifeStrategy Income Fund or LifeStrategy
Moderate Growth Fund if there is any delay in redemptions from the related
Underlying Mutual Fund. in which they invest. In addition, a 2.00% redemption
charge applies on amounts redeemed from the Small Cap Growth Fund if held for
less than a specified period. See "Redemption charge" in "Charges and expenses"
later in this prospectus.
AMOUNTS IN THE GUARANTEED RATE ACCOUNTS. Withdrawals generally may not be taken
from GRAs prior to maturity. See "Guaranteed Rate Accounts."
Payments or withdrawals and application of proceeds to an annuity ordinarily
will be made promptly upon request in accordance with plan provisions. However,
we can defer payments, applications and withdrawals for any period during which
the New York Stock Exchange is closed for trading, sales of securities are
restricted or determination of the fair market value of assets is not
reasonably practicable because of an emergency.
If your plan is an employer or trustee-directed plan, you as the employer are
responsible for ensuring that there is sufficient cash available to pay
benefits.
RULES APPLICABLE TO PARTICIPANT DISTRIBUTIONS
In addition to our own procedures, distribution and benefit payment options
under a tax qualified retirement plan are subject to complicated legal
requirements. A general explanation of the Federal income tax treatment of
distributions and benefit payment options is provided in "Tax information"
later in this prospectus and the SAI. You should discuss your options with a
qualified financial adviser. Our Account Executives also can be of assistance.
In general, under the Plans, participants are eligible for benefits upon
retirement, death or disability, or upon termination of employment with a
vested benefit. Participants in an individually designed plan are eligible for
retirement benefits depending on the terms of their plan. See "Choosing benefit
payment options" under "Transfers and access to your account" earlier in this
prospectus, "Tax information" later in this prospectus and the SAI for more
details. For participants who own more than 5% of the business, benefits must
begin no later than April 1 of the year after the participant reaches age
701/2. For all other participants, distribution must begin by April 1 of the
later of the year after attaining age 701/2 or retirement from the employer
sponsoring the plan.
Distributions must be made according to the terms of the plan and rules in the
Code and Treasury Regulations. Beginning in 2006, certain provisions of the
Treasury Regulations on required minimum distributions concerning the actuarial
present value of additional contract benefits could increase the amount
required to be distributed from annuity contracts funding qualified plans and
other tax qualified retirement arrangements such as IRAs. These provisions
could apply to participants who satisfy required minimum distributions through
annual withdrawals instead of receiving annuity payments. For this purpose
additional annuity contract benefits may include enhanced death benefits and
guaranteed minimum income benefits. Currently we believe that these provisions
would not apply to American Dental Association Members Retirement Program
contracts because of the type of benefits provided under the contract. However,
you should consider the potential implication of these Regulations before you
purchase or contribute to this annuity contract.
24 The Program
5. Charges and expenses
--------------------------------------------------------------------------------
You will incur three general types of charges under the Program:
(1) Charges based on the value of your assets in the Trust -- these apply to all
amounts invested in the Trust (including installment payout option
payments), and do not vary by plan. These are, in general, reflected as
reductions in the unit values of the investment funds or as reductions from
the rates credited to the guaranteed options.
(2) Plan and transaction charges -- these vary by plan or are charged for
specific transactions, and are typically stated in a dollar amount. Unless
otherwise noted, these are deducted in fixed dollar amounts by reducing the
number of units in the appropriate investment funds and the dollars in the
guaranteed options.
(3) Redemption charges on amounts redeemed from the Small Cap Growth Fund if
held for less than a specified period. See "Redemption charge" later in this
section.
We deduct amounts for the 3-year or 5-year GRA from your most recent GRA.
We make no deduction from your contributions or withdrawals for sales
expenses.
CHARGES BASED ON AMOUNTS INVESTED IN THE PROGRAM
PROGRAM EXPENSE CHARGE
We assess the Program expense charge against the combined value of Program
assets in the Trust. The purpose of this charge is to cover the expenses that
we and the ADA incur in connection with the Program. The current charge is as
follows:
-----------------------------------------------
Annual Program Expense Charge
-----------------------------------------------
AXA Equitable ADA Total
-----------------------------------------------
0.62% 0.00% 0.62%
-----------------------------------------------
The Program expense charge is determined by negotiation between us and the
Trustees. The charge is primarily based on a formula that gives effect to total
Program assets allocated to the Trust and the number of plans enrolled in the
Program. For the 12 months beginning May 1, 2007, the total Program expense
charge is 0.62%.
PROGRAM EXPENSE CHARGE -- INVESTMENT FUNDS AND MONEY MARKET GUARANTEE ACCOUNT
For investment funds, the Program expense charge is calculated based on Program
assets in the Trust on January 31 in each year, and is charged at a monthly
rate of 1/12 of the relevant annual charge.
PROGRAM EXPENSE CHARGE AND ANNUAL INVESTMENT ACCOUNTING FEE -- GRAS
For GRAs, the Program expense charge is calculated based on Program assets in
the Trust on January 31 of each year, and is charged at a constant daily rate
of 1/365 of the relevant annual charge until maturity. Subsequent changes in
the Program expense charge will not be reflected in the charge against closed
GRAs. In addition to the Program expense charge, we charge an annual investment
accounting fee of 0.02% on all amounts of Program assets invested in GRAs. This
fee is reflected in the interest rates credited to the GRAs and is calculated
and charged in the same manner as the Program expense charge.
We apply our portion of the Program expense charge toward the cost of
maintenance of the investment funds, promotion of the Program, investment funds
and Money Market Guarantee Account, administrative costs, such as enrollment
and answering participant inquiries, and overhead expenses such as salaries,
rent, postage, telephone, travel, legal, actuarial and accounting costs, office
equipment and stationery. The ADA's part of this fee covers developmental and
administrative expenses incurred in connection with the Program. The ADA
Trustees can direct us to raise or lower the ADA's part of this fee to reflect
their expenses in connection with the Program. During 2006 we received
$8,919,238 and the ADA received $189,293 under the Program expense charge.
PROGRAM RELATED INVESTMENT MANAGEMENT AND ADMINISTRATION FEES
The computation of unit values for each investment fund also reflects
applicable fees charged for investment management and administration. These
fees are based on the prior month-end net asset value of the Program assets in
the investment funds.
The investment management and administrative fees are paid out of each
investment fund's assets. The Growth Equity Fund pays us an investment
management fee that varies based on their respective assets. No investment
management fees are paid to us by the Foreign Fund, Equity Index Fund, Equity
Income Fund, Large Cap Growth Fund, LifeStrategy Income Fund, LifeStrategy
Moderate Growth Fund, Small Cap Growth Fund, Small Cap Value Fund or U.S. Bond
Fund. An administration fee is based on investment fund assets and is equal to
a maximum of 0.15% annually. Each investment fund also incurs other expenses
for services such as printing, mailing, legal, and similar items. All of these
operating expenses are reflected in each investment fund's unit value.
As part of our administrative functions, we maintain records for all portfolio
transactions and cash flow control, calculate unit values, monitor compliance
with the New York Insurance Law and supervise custody matters for all the
Equity Funds.
OTHER EXPENSES BORNE BY THE INVESTMENT FUNDS AND UNDERLYING MUTUAL FUNDS
Certain other expenses are charged directly to the investment funds. These
include SEC filing fees and certain related expenses such as printing of SEC
filings, prospectuses and reports, mailing costs, custodians' fees, financial
accounting costs, outside auditing and legal expenses, and other costs related
to the Program.
Charges and expenses 25
The Foreign, Equity Index, Equity Income, Large Cap Growth, LifeStrategy
Income, LifeStrategy Moderate Growth, Small Cap Growth, Small Cap Value and
U.S. Bond Funds purchase and redeem shares in the Templeton Foreign Fund --
Advisor Class, Vanguard Institutional Index Fund, Dodge & Cox Stock Fund, Janus
Adviser Forty Fund -- Class S, Vanguard LifeStrategy Income Fund, Vanguard
LifeStrategy Moderate Growth Fund, Fidelity Small Cap Stock Fund, Wells Fargo
Advantage Small Cap Value Fund -- Class Z and Western Asset Core Bond
Portfolio-Institutional Class, respectively, at net asset value. The net asset
value reflects charges for management, audit, legal, shareholder services,
transfer agent and custodian fees. For a description of charges and expenses
assessed by the Templeton Foreign Fund -- Advisor Class, Vanguard Institutional
Index Fund, Dodge & Cox Stock Fund, Janus Adviser Forty Fund -- Class S,
Fidelity Small Cap Stock Fund, Wells Fargo Advantage Small Cap Value Fund --
Class Z, Vanguard LifeStrategy Income Fund, Vanguard LifeStrategy Moderate
Growth Fund and Western Asset Core Bond Portfolio -- Institutional Class, which
are indirectly borne by the Funds, please refer to the prospectuses for each of
these Underlying Mutual Funds.
PLAN AND TRANSACTION EXPENSES
MASTER AND VOLUME SUBMITTER PLANS AND INDIVIDUALLY-DESIGNED PLAN FEES
RECORD MAINTENANCE AND REPORT FEE. At the end of each calendar quarter, we
deduct a record maintenance and report fee from each participant's Account
Balance. This fee is:
------------------------------------------------------
Master Plan and Volume Submitter $3 per quarter
Plan participants
------------------------------------------------------
Investment Only $1 per quarter
------------------------------------------------------
ENROLLMENT FEE. We charge an employer a non-refundable enrollment fee of $25
for each participant enrolled under its plan. If we do not maintain individual
participant records under an individually-designed plan, we instead charge the
employer $25 for each plan or trust. If the employer fails to pay these
charges, we may deduct the amount from subsequent contributions or from
participants' account balances.
INDIVIDUAL ANNUITY CHARGES
ANNUITY ADMINISTRATIVE CHARGE. If a participant elects a variable annuity
payment option, we deduct a $350 charge from the amount used to purchase the
annuity. This charge reimburses us for administrative expenses associated with
processing the application for the annuity and issuing each month's annuity
payment. The minimum amount that can be converted to an annuity, so that the
charge would apply, is $5,000. Annuities purchased from other providers may
also be subject to fees and charges.
REDEMPTION CHARGE. If AXA Equitable effects certain types of benefit
distributions, or withdrawals, or transfers from amounts the participant has
allocated to the Small Cap Growth Fund, any portion of the amount redeemed
attributable to shares held in the Fund for less than 90 days is subject to a
2.00% redemption charge. This charge is a "short-term" trading fee imposed by
the Fidelity Small Cap Stock Fund and will be deducted from the amount redeemed
from the participant's account value at the time of the transaction and
remitted to the Fidelity Small Cap Stock Fund.
CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES
We deduct a charge designed to approximate certain applicable taxes that may be
imposed on us, such as our state premium tax. Currently, we deduct the charge
from the amount applied to provide an annuity payout option. The current tax
charge that might be imposed on us varies by state and ranges from 0% to 1%.
We reserve the right to deduct any applicable charges such as our premium taxes
from each contribution or from distributions or upon termination of your
contract. If we have deducted any applicable tax charges from contributions, we
will not deduct a charge for the same taxes later. If, however, an additional
tax is later imposed on us when you make a partial or full withdrawal, or your
contract is terminated, or you begin receiving annuity payments, we reserve the
right to deduct a charge at that time.
GENERAL INFORMATION ON FEES AND CHARGES
We may change our investment management fees if we give the ADA Trustees 90
days notice and comply with the conditions of our group annuity contract. We
may change the other fees and charges described above at any time with the
ADA's consent. During 2006 we received total fees and charges under the Program
of $11,427,561.
26 Charges and expenses
6. Tax information
--------------------------------------------------------------------------------
In this section, we briefly outline current federal income tax rules relating
to the adoption of the Program, contributions to the Program and distributions
to participants under qualified retirement plans. Certain other information
about qualified retirement plans appears here and in the SAI.
Federal income tax rules include the United States laws in the Internal Revenue
Code, and Treasury Department Regulations and Internal Revenue Service ("IRS")
interpretations of the Internal Revenue Code. These tax rules may change
without notice. We cannot predict whether, when, or how these rules could
change. Any change could affect annuity contracts purchased before the change.
Congress may also consider proposals in the future to comprehensively reform or
overhaul the United States tax and retirement systems, which if enacted, could
affect the tax benefits of an annuity contract. We cannot predict, what, if
any, legislation will actually be proposed or enacted that may affect annuity
contracts.
We cannot provide detailed information on all tax aspects of the Program, plans
and contracts. Moreover, the tax aspects that apply to a particular person's
situation may vary depending on the facts applicable to that person. We do not
discuss state income and other state taxes, federal income tax and withholding
rules for non-U.S. taxpayers, or federal gift and estate taxes. Rights or
values under plans or contracts, or payments under plans or contracts, for
example, amounts due to beneficiaries, may be subject to federal or state gift,
estate, or inheritance taxes. You should not rely only on this document, but
should consult your tax adviser before your purchase.
BUYING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT
Annuity contracts can be purchased in connection with retirement plans
qualified under Code section 401. How these arrangements work, including
special rules applicable to each, are described in the SAI. You should be aware
that the funding vehicle for a qualified arrangement does not provide any tax
deferral benefit beyond that already provided by the Code for all permissible
funding vehicles. Before choosing an annuity contract, therefore, you should
consider the annuity's features and benefits, such as the selection of
investment funds and guaranteed options and choices of pay-out options, as well
as the features and benefits of other permissible funding vehicles and the
relative costs of annuities and other arrangements. You should be aware that
cost may vary depending on the features and benefits made available and the
charges and expenses of the investment options or funds that you elect.
INCOME TAXATION OF DISTRIBUTIONS TO QUALIFIED PLAN PARTICIPANTS
In this section, the word "you" refers to the plan participant.
Amounts distributed to a participant from a qualified plan are generally
subject to Federal income tax as ordinary income when benefits are distributed
to you or your beneficiary. Generally speaking, only your post-tax
contributions, if any, are not taxed when distributed.
If an employer's 401(k) plan permits, an employee may designate some or all of
elective deferral contributions as "designated Roth contributions", which are
made on a post-tax basis to the 401(k) arrangement. Designated Roth
contributions must be separately accounted for. If certain timing and
distribution event requirements are satisfied, distributions from a designated
Roth contribution account under a 401(k) plan will be tax-free. The earliest a
qualified distribution from a designated Roth contribution account could be
made is 2011. Therefore, earnings attributable to a distribution from a
designated Roth account may be includible in income. Distributions from a
designated Roth contribution account may be rolled over to other designated
Roth contribution accounts under 401(k) plans or to Roth IRAs.
ELIGIBLE ROLLOVER DISTRIBUTIONS. Many types of distributions from qualified
plans are "eligible rollover distributions" that can be transferred directly to
another qualified plan or traditional individual retirement arrangement
("IRA"), an annuity under Section 403(b) of the Code or a governmental employer
plan under Section 457 of the Code, or rolled over to another plan or IRA
within 60 days of the receipt of the distribution. If a distribution is an
"eligible rollover distribution," 20% mandatory Federal income tax withholding
will apply unless the distribution is directly rolled over to a qualified plan,
403(b) plan, governmental employer Section 457 plan or a traditional IRA. See
"Eligible rollover distributions and federal income tax withholding" in the SAI
for a more detailed discussion.
ANNUITY OR INSTALLMENT PAYMENTS. Each payment you receive is ordinary income
for tax purposes, except where you have a "cost basis" in the benefit. Your
cost basis is equal to the amount of your post-tax employee contributions, plus
any employer contributions you had to include in gross income in prior years.
You may exclude from gross income a portion of each annuity or installment
payment you receive. If you (and your survivor) continue to receive payments
after you have received your cost basis in the contract, all amounts will be
taxable.
IN-SERVICE WITHDRAWALS. Some plans allow in-service withdrawals of after-tax
contributions. The portion of each withdrawal attributable to cost basis is not
taxable. The portion of each withdrawal attributable to earnings is taxable.
Withdrawals are taxable only after they exceed your cost basis if they are
attributable to your pre-January 1, 1987 contributions under plans that
permitted those withdrawals as of May 5, 1986. Amounts that you include in
gross income under this rule may also be subject to the additional 10% penalty
tax on premature distributions described below. In addition, 20% mandatory
Federal income tax withholding may also apply.
PREMATURE DISTRIBUTIONS. You may be liable for an additional 10% penalty tax on
all taxable amounts distributed before age 591/2 unless the distribution falls
within a specified exception or is rolled over into an IRA or other eligible
retirement plan.
Tax information 27
The exceptions to the penalty tax include (a) distributions made on account of
your death or disability, (b) distributions beginning after separation from
service in the form of a life annuity or installments over your life expectancy
(or the joint lives or life expectancies of you and your beneficiary), (c)
distributions due to separation from active service after age 55 and (d)
distributions you use to pay deductible medical expenses.
WITHHOLDING. In almost all cases, 20% mandatory income tax withholding will
apply to all "eligible rollover distributions" that are not directly rolled
over to a qualified plan, Section 403(b) plan, governmental employer plan under
Section 457 of the Code or a traditional IRA. If a distribution is not an
eligible rollover distribution, the recipient may elect out of withholding. The
rate of withholding depends on the type of distribution. See "Eligible Rollover
Distributions and Federal Income Tax Withholding" in the SAI. Under the Plans,
we will withhold the tax and send you the remaining amount. Under an
individually designed plan, we will pay the full amount of the distribution to
the plan's trustee. The trustee is then responsible for withholding Federal
income tax upon distributions to you or your beneficiary.
28 Tax information
7. More information
--------------------------------------------------------------------------------
ABOUT PROGRAM CHANGES OR TERMINATIONS
AMENDMENTS. The group annuity contract has been amended in the past and we and
the Trustees may agree to amendments in the future. No future change can affect
annuity benefits in the course of payment. If certain conditions are met, we
may: (1) terminate the offer of any of the investment options and transfer any
amounts in that investment option to another option and (2) offer new
investment options with different terms.
TERMINATION. We or the ADA Trustees may terminate the group annuity contract
upon 24 months' written notice. If the contract is terminated, we will not
accept any further contributions or perform any recordkeeping functions after
the date of termination. We then would make arrangements with the ADA Trustees
with respect to the assets held in the investment options that we provide,
subject to the following:
o the ADA Trustees could, upon 12 months' written notice, transfer assets from
the Money Market Guarantee Account in 12 monthly installments over a
one-year period of time commencing at the end of the 12-month notice period;
however, during that time participants would be permitted to make transfers
to funding vehicles provided by another financial institution (other than a
money market fund or similar investment); and
o amounts allocated to the GRAs would be held until maturity.
If the ADA Trustees make arrangements with us, you may be able to continue to
invest amounts in the investment options that we provide and elect payment of
benefits through us.
IRS DISQUALIFICATION
If your plan is found not to qualify under the Internal Revenue Code, we may:
(1) return the plan's assets to the employer (in our capacity as the plan
administrator) or (2) prevent plan participants from investing in the separate
accounts.
ABOUT THE SEPARATE ACCOUNTS
Each investment fund is one or part of one of our separate accounts. We
established the separate accounts under special provisions of the New York
Insurance Law. These provisions prevent creditors from any other business we
conduct from reaching the assets we hold in our investment funds for owners of
our variable annuity contracts, including our group annuity contracts with the
ADA Trustees. The results of each separate account's operations are accounted
for without regard to AXA Equitable's, or any other separate account's,
operating results. We are the legal owner of all of the assets in the separate
accounts and may withdraw any amounts we have in the separate accounts that
exceed our reserves and other liabilities under variable annuity contracts. The
amount of some of our obligations is based on the assets in the separate
accounts. However, the obligations themselves are obligations of AXA Equitable.
We reserve the right to take certain actions in connection with our operations
and the operations of the investment funds as permitted by applicable law, If
necessary, we will seek approval by participants in the ADA Program.
The separate accounts that we call the Growth Equity, Small Cap Growth and
Foreign Funds commenced operations in 1968, 1995 and 1992, respectively. The
Small Cap Growth Fund, which was part of our Separate Account No. 3 (Pooled),
was transferred on December 1, 1995 to Separate Account No. 200. Separate
Account No. 206 has nine subaccounts that we call the Equity Income Fund and
the Large Cap Growth Fund, both established in 1999; the Small Cap Value Fund
and the U.S. Bond Fund, both established in 2002, the Equity Index Fund
established in 1994, as well as the LifeStrategy Income Fund and the
LifeStrategy Moderate Growth Fund, established in 2005. Because of exclusionary
provisions, none of the investment funds is subject to regulation under the
Investment Company Act of 1940. AXA Equitable is not required to register, and
is not registered, as an investment company under the Investment Company Act of
1940.
The Foreign, Equity Index, Equity Income, Large Cap Growth, LifeStrategy
Income, LifeStrategy Moderate Growth, Small Cap Growth, Small Cap Value and
U.S. Bond funds are used exclusively in the ADA Program. The Growth Equity Fund
is a "pooled" fund that is used to fund benefits under the ADA Program and
other group annuity contracts, agreements, and tax-deferred retirement programs
we administer.
ABOUT THE GENERAL ACCOUNT
Our general account supports all of our policy and contract guarantees,
including those that apply to the guaranteed interest option and the fixed
maturity options and the account for special dollar cost averaging, as well as
our general obligations.
The general account is subject to regulation and supervision by the Insurance
Department of the State of New York and to the insurance laws and regulations
of all jurisdictions where we are authorized to do business. Interests under
the contracts in the general account have not been registered and are not
required to be registered under the Securities Act of 1933 because of
exemptions and exclusionary provisions that apply. The general account is not
required to register as an investment company under the Investment Company Act
of 1940. The market value adjustment interests under the contracts, which are
held in a separate account, are issued by AXA Equitable and are registered
under the Securities Act of 1933. The contract is a "covered security" under
the federal securities laws.
We have been advised that the staff of the SEC has not reviewed the portions of
this Prospectus that relate to the general account . The disclosure with regard
to the general account, however, may be subject to certain provisions of the
federal securities laws relating to the accuracy and completeness of statements
made in prospectuses.
ABOUT LEGAL PROCEEDINGS
AXA Equitable and its affiliates are parties to various legal proceedings. In
our view, none of these proceedings would be considered
More information 29
material with respect to a contract owner's interest in the separate accounts,
nor would any of these proceedings be likely to have a material adverse effect
upon the separate accounts, our ability to meet our obligations under the
Program, or the distribution of group annuity contract interests under the
Program.
FINANCIAL STATEMENTS
The financial statements of Separate Accounts 4, 191, 200 and 206, as well as
the consolidated financial statements of AXA Equitable, are in the SAI. The SAI
is available free of charge. You may request one by writing to our Processing
Office or calling 1-800-523-1125.
DISTRIBUTION OF THE CONTRACTS
AXA Equitable performs all marketing and service functions under the contract.
No sales commissions are paid with respect to units of interest in any of the
separate accounts available under the contract; however, incentive compensation
is paid to AXA Equitable employees performing these functions, based upon sales
and the amount of first year plan contributions, as discussed in the SAI. The
offering of the units is continuous.
REPORTS WE PROVIDE AND AVAILABLE INFORMATION
We send reports annually to employers showing the aggregate Account Balances of
all participants and information necessary to complete annual IRS filings.
As permitted by the SEC's rules, we omitted certain portions of the
registration statement filed with the SEC from this prospectus and the SAI. You
may obtain the omitted information by: (1) requesting a copy of the
registration statement from the SEC's principal office in Washington, D.C., and
paying prescribed fees, or (2) by accessing the EDGAR Database at the SEC's
website at http://www.sec.gov.
ACCEPTANCE
The employer or plan sponsor, as the case may be: (1) is solely responsible for
determining whether the Program is a suitable funding vehicle and (2) should
carefully read the prospectus and other materials before entering into an
Adoption Agreement.
30 More information
Appendix I -- Condensed financial information
--------------------------------------------------------------------------------
These selected per unit data and ratios for the years ended December 31, 1997
through December 31, 2006 have been derived from the financial statements
audited by PricewaterhouseCoopers LLP, independent registered public accounting
firm. The financial statements of each of the Funds as well as the consolidated
financial statements of AXA Equitable are contained in the SAI. Information is
provided for the period that each Fund has been available under the Program,
but not longer than ten years.
GROWTH EQUITY FUND: Separate Account No. 4 (Pooled)
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Income and Expenses Capital Changes
----------------------------------------- -----------------------------------------------------
Net
Realized
And
Unrealized Net Net Asset Net Asset
Gains Increase Value At Value At
Net Investment (Losses) On (Decrease) Beginning End Of
Year Ended Expenses Income Investments In Unit Of Period Period
Dec. 31, Income (Note A) (Loss) (Note B) Value (Note C) (Note D)
-------------------------------------------------------------------------------------------------------------
2006 $ 2.60 $(3.90) $(1.30) $ (3.01) $ (4.31) $ 386.86 $ 382.55
2005 1.63 (3.66) (2.03) 42.15 40.12 346.74 386.86
2004 1.45 (3,43) (1.98) 46.54 44.56 302.18 346.74
2003 1.21 (2.84) (1.63) 80.05 78.42 223.76 302.18
2002 1.05 (2.91) (1.86) (84.61) (86.47) 310.23 223.76
2001 1.52 (3.56) (2.04) (70.04) (72.08) 382.31 310.23
2000 1.84 (4.26) (2.42) (76.46) (78.88) 461.19 382.31
1999 2.08 (4.04) (1.96) 119.97 118.01 343.18 461.19
1998 1.84 (3.64) (1.80) ( 9.63) (11.43) 354.61 343.18
1997 1.77 (3.38) (1.61) 75.28 73.67 280.94 354.61
--------------------------------------------------------------------------------------------------------------
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Operating Statistics
---------------------------------------------------------
Ratio of Net Number Of
Ratio Of Investment Units
Operating Income Outstanding
Expenses To (Loss) To At End of Portfolio
Average Net Average Net Period Turnover
Year Ended Dec. 31, Assets Assets (In 000's) Rate
--------------------------------------------------------------------------------------
2006 1.04% (.35)% 652 55%
2005 1.04 (.58) 759 49
2004 1.08 (.62) 818 60
2003 1.10 (.63) 827 51
2002 1.12 (.72) 817 39
2001 1.08 (.62) 899 132
2000 1.04 (.59) 968 48
1999 1.05 (.51) 1,060 72
1998 1.05 (.52) 1,296 71
1997 1.07 (.51) 1,386 62
--------------------------------------------------------------------------------------
NOTES: See next page.
Appendix I -- Condensed financial information A-1
A. Enrollment, annual administration and actuarial and quarterly record
maintenance and report fees are not included above and did not affect any
unit values. Defined benefit plan annual administration and actuarial and
quarterly record maintenance and report fees reduced the number of Fund
units credited to participants; enrollment fees were generally deducted from
contributions to the Program.
B. See Note 2 to Financial Statements of Separate Account No. 4 (Pooled), which
may be found in the SAI.
C. The Program became available beginning on January 1, 1968. The value for a
Growth Equity Fund unit was established at $10.00 on that date.
D. Income, expenses, gains and losses shown above pertain only to ADA
participants' accumulations attributable to the Program. Other plans also
participate in the Growth Equity Fund and may have operating results and
other supplementary data different from those shown above.
EQUITY INCOME FUND, FOREIGN FUND, EQUITY INDEX FUND, LARGE CAP GROWTH FUND,
LIFESTRATEGY INCOME FUND, LIFESTRATEGY MODERATE GROWTH FUND, SMALL CAP GROWTH
FUND, SMALL CAP VALUE FUND, U.S. BOND FUND:
SEPARATE ACCOUNT NOS. 200, 191 AND 206
Unit values and number of units outstanding for these Funds are shown below.
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For the years ending December 31,
------------------------------------------------------------
1997 1998 1999 2000 2001
-----------------------------------------------------------------------------------------------------
EQUITY INCOME FUND
-----------------------------------------------------------------------------------------------------
Unit Value -- -- $ 8.92 $ 9.93 $ 9.68
-----------------------------------------------------------------------------------------------------
Number of units outstanding (000's) -- -- 475 784 1,519
-----------------------------------------------------------------------------------------------------
FOREIGN FUND
-----------------------------------------------------------------------------------------------------
Unit Value $ 17.69 $ 16.70 $ 23.08 $ 22.07 $ 20.17
-----------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,170 4,336 3,895 3,661 3,404
-----------------------------------------------------------------------------------------------------
EQUITY INDEX
-----------------------------------------------------------------------------------------------------
Unit Value -- -- -- -- --
-----------------------------------------------------------------------------------------------------
Number of units outstanding (000's) -- -- -- -- --
-----------------------------------------------------------------------------------------------------
LARGE CAP GROWTH FUND
-----------------------------------------------------------------------------------------------------
Unit Value -- -- $ 12.50 $ 9.43 $ 4.76
-----------------------------------------------------------------------------------------------------
Number of units outstanding (000's) -- -- 834 3,901 4,664
-----------------------------------------------------------------------------------------------------
LIFESTRATEGY INCOME FUND
-----------------------------------------------------------------------------------------------------
Unit Value -- -- -- -- --
-----------------------------------------------------------------------------------------------------
Number of units outstanding (000's) -- -- -- -- --
-----------------------------------------------------------------------------------------------------
LIFESTRATEGY MODERATE GROWTH FUND
-----------------------------------------------------------------------------------------------------
Unit Value -- -- -- -- --
-----------------------------------------------------------------------------------------------------
Number of units outstanding (000's) -- -- -- -- --
-----------------------------------------------------------------------------------------------------
SMALL CAP GROWTH FUND
-----------------------------------------------------------------------------------------------------
Unit Value $ 58.07 $ 71.77 $ 106.99 $ 79.26 $ 58.36
-----------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,295 2,348 2,295 2,673 2,542
-----------------------------------------------------------------------------------------------------
SMALL CAP VALUE FUND
-----------------------------------------------------------------------------------------------------
Unit Value -- -- -- -- --
-----------------------------------------------------------------------------------------------------
Number of units outstanding (000's) -- -- -- -- --
-----------------------------------------------------------------------------------------------------
U.S. BOND FUND
-----------------------------------------------------------------------------------------------------
Unit Value -- -- -- -- --
-----------------------------------------------------------------------------------------------------
Number of units outstanding (000's) -- -- -- -- --
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
For the years ending December 31,
-----------------------------------------------------------------------
2002 2003 2004 2005 2006 Date
-----------------------------------------------------------------------------------------------------------------
EQUITY INCOME FUND 7/7/99
-----------------------------------------------------------------------------------------------------------------
Unit Value $ 8.35 $ 10.49 $ 11.67 $ 12.25 $ 14.34
-----------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,827 2,134 2.605 3,147 3,936
-----------------------------------------------------------------------------------------------------------------
FOREIGN FUND 3/2/92
-----------------------------------------------------------------------------------------------------------------
Unit Value $ 18.28 $ 23.67 $ 27.76 $ 30.58 $ 36.48
-----------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,418 3,391 3,485 3,710 3,968
-----------------------------------------------------------------------------------------------------------------
EQUITY INDEX 4/29/05
-----------------------------------------------------------------------------------------------------------------
Unit Value -- -- -- $ 27.98 $ 31.13
-----------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) -- -- -- 6,148 5,791
-----------------------------------------------------------------------------------------------------------------
LARGE CAP GROWTH FUND 10/25/99
-----------------------------------------------------------------------------------------------------------------
Unit Value $ 2.77 $ 3.43 $ 4.00 $ 4.55 $ 4.98
-----------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 4,948 5,557 7,462 9,858 10,019
-----------------------------------------------------------------------------------------------------------------
LIFESTRATEGY INCOME FUND 4/29/05
-----------------------------------------------------------------------------------------------------------------
Unit Value -- -- -- $ 16.87 $ 18.05
-----------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) -- -- -- 1,436 1,334
-----------------------------------------------------------------------------------------------------------------
LIFESTRATEGY MODERATE GROWTH FUND 4/29/05
-----------------------------------------------------------------------------------------------------------------
Unit Value -- -- -- $ 20.71 $ 23.28
-----------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) -- -- -- 6,106 5,966
-----------------------------------------------------------------------------------------------------------------
SMALL CAP GROWTH FUND 12/1/95
-----------------------------------------------------------------------------------------------------------------
Unit Value $ 37.38 $ 48.91 $ 55.26 $ 59.31 $ 66.20
-----------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,423 2,537 2,541 2,333 2,265
-----------------------------------------------------------------------------------------------------------------
SMALL CAP VALUE FUND 7/22/02
-----------------------------------------------------------------------------------------------------------------
Unit Value $ 10.23 $ 14.99 $ 17.85 $ 20.38 $ 22.87
-----------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 207 1,235 2,016 2,590 2,952
-----------------------------------------------------------------------------------------------------------------
U.S. BOND FUND 7/22/02
-----------------------------------------------------------------------------------------------------------------
Unit Value $ 10.53 $ 11.22 $ 11.68 $ 11.83 $ 12.45
-----------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 566 1,073 1,567 1,945 1,875
-----------------------------------------------------------------------------------------------------------------
A-2 Appendix I -- Condensed financial information
Statement of additional information
--------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
Who is AXA Equitable? 2
The Program 2
Types of benefits 4
Provisions of the Plans 5
Investment restrictions applicable to the Growth Equity Fund 8
Portfolio holdings policy for the Pooled Separate Account 8
Growth Equity Fund transactions 9
Investment management fee 10
Portfolio manager(s) information (Growth Equity Fund) 11
Investment professional conflicts of interest disclosure 11
Portfolio Manager compensation 12
Distribution of the contracts 13
Custodian and independent registered public accounting firm 13
Our management 14
Financial statements FSA-1
CLIP AND MAIL TO US TO RECEIVE A STATEMENT OF ADDITIONAL INFORMATION
To: AXA Equitable Life Insurance Company
Box 2486 G.P.O.
New York, NY 10116
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Please send me a copy of the Statement of Additional Information for the
American Dental Association Members Retirement Program Prospectus dated May 1,
2007.
--------------------------------------------------------------------------------
Name:
--------------------------------------------------------------------------------
Address:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Copyright 2007 by AXA Equitable Life Insurance Company. All rights reserved.
Members Retirement Program
PROSPECTUS DATED MAY 1, 2007
--------------------------------------------------------------------------------
Please read this prospectus and keep it for future reference. It contains
important information you should know before participating in the Program or
allocating amounts under the contract.
ABOUT THE MEMBERS RETIREMENT PROGRAM
The Program provides members of certain groups and other eligible persons
several plans for the accumulation of retirement savings on a tax-deferred
basis. Through trusts ("trusts") maintained under these plans, you can allocate
contributions among the investment options offered under the Program. There are
currently 28 investment options under the Program including: 3-year and 5-year
Guaranteed Rate Accounts and the Money Market Guarantee Account (the
"guaranteed options"), and 25 investment funds (the "Funds").
WHAT IS THE MEMBERS RETIREMENT PROGRAM CONTRACT?
The Members Retirement Program contract is a group annuity contract issued by
AXA Equitable Life Insurance Company. Contributions to the trusts maintained
under the plans will be allocated among our investment funds and guaranteed
options in accordance with participant instructions.
--------------------------------------------------------------------------------
Investment options
--------------------------------------------------------------------------------
Asset Allocation
--------------------------------------------------------------------------------
o AllianceBernstein Balanced o AXA Moderate-Plus Allocation(1)(*)
o AXA Aggressive Allocation(1) o Target 2015 Allocation
o AXA Conservative Allocation(1) o Target 2025 Allocation
o AXA Conservative-Plus Allocation(1)(*) o Target 2035 Allocation
o AXA Moderate Allocation(1) o Target 2045 Allocation
--------------------------------------------------------------------------------
Cash Equivalents
--------------------------------------------------------------------------------
o Money Market Guarantee Account
--------------------------------------------------------------------------------
International Stocks
--------------------------------------------------------------------------------
o EQ/AllianceBernstein International o EQ/Van Kampen Emerging Markets
o EQ/Capital Guardian International+ Equity
--------------------------------------------------------------------------------
Investment Grade Bonds
--------------------------------------------------------------------------------
o Guaranteed Rate Accounts o EQ/PIMCO Real Return
o EQ/AllianceBernstein Intermediate
Government Securities
--------------------------------------------------------------------------------
Large Cap Blend
--------------------------------------------------------------------------------
o EQ/Capital Guardian Research o EQ/Equity 500 Index
o EQ/Capital Guardian U.S. Equity++
--------------------------------------------------------------------------------
Large Cap Growth
--------------------------------------------------------------------------------
o AllianceBernstein Growth Equity Fund(2) o EQ/MFS Emerging Growth Companies+
o EQ/Calvert Socially Responsible
--------------------------------------------------------------------------------
Large Cap Value
--------------------------------------------------------------------------------
o EQ/AllianceBernstein Value
--------------------------------------------------------------------------------
Mid Cap
--------------------------------------------------------------------------------
o AllianceBernstein Mid Cap Growth o EQ/FI Mid Cap Value+
Fund
--------------------------------------------------------------------------------
Small Cap
--------------------------------------------------------------------------------
o EQ/Small Company Index
--------------------------------------------------------------------------------
Small Cap Value
--------------------------------------------------------------------------------
o EQ/GAMCO Small Company Value
--------------------------------------------------------------------------------
Specialty
--------------------------------------------------------------------------------
o Multimanager Technology**
--------------------------------------------------------------------------------
(1) The "AXA Allocation" Portfolios
(2) There is no capitalization constraint on this Fund. The capitalization size
of the Fund is driven by stock selection. Currently, the Fund may be
considered to be large capitalization.
(*) This investment option will be available on or about July 1, 2007, subject
to regulatory approval.
** This is the investment option's new name effective on or about May 29, 2007,
subject to regulatory approval. Please see "Portfolios of the Trusts" in
"Investment Options" later in this Prospectus for the investment option's
former name.
+ This investment option's name, investment objective and sub-adviser will
change on or about May 29, 2007, subject to regulatory approval. See the
supplement included with this Prospectus for more information.
++ Please see the supplement included with this Prospectus regarding the
planned merger of this investment option.
The AllianceBernstein Growth Equity, AllianceBernstein Mid Cap Growth and
AllianceBernstein Balanced Funds are managed by AXA Equitable. Each of the
other Funds invests in shares of a corresponding portfolio ("Portfolio") of AXA
Premier VIP Trust and EQ Advisors Trust (the "Trusts"). You should also read
the prospectuses for the Trusts and keep them for future reference.
GUARANTEED OPTIONS. The guaranteed options we offer include a 3-year Guaranteed
Rate Account and 5-year Guaranteed Rate Account, and the Money Market Guarantee
Account.
We have filed registration statements relating to this offering with the
Securities and Exchange Commission. A Statement of Additional Information
("SAI"), dated May 1, 2007, which is part of one of the registration
statements, is available free of charge upon request by writing to us or
calling us toll-free. The SAI has been incorporated by reference into this
prospectus. The table of contents for the SAI and a request form to obtain the
SAI appear at the end of this prospectus. You may also obtain a copy of this
prospectus and the SAI through the SEC website at www.sec.gov. The SAI is
available free of charge. You may request one by writing to our Processing
Office at The Members Retirement Program, c/o AXA Equitable, Box 2011,
Secaucus, NJ 07096 or calling 1-800-523-1125.
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense. The securities are not
insured by the FDIC or any other agency. They are not deposits or other
obligations of any bank and are not bank guaranteed. They are subject to
investment risks and possible loss of principal.
Copyright 2007 by AXA Equitable Life Insurance Company. 1290 Avenue of the
Americas, New York, New York 10104. All rights reserved.
x01581/MRP
Contents of this prospectus
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
MEMBERS RETIREMENT PROGRAM
--------------------------------------------------------------------------------
Index of key words and phrases 4
Who is AXA Equitable? 5
How to reach us 6
The Program at a glance -- key features 7
Employer choice of retirement plans 7
Plan features 7
The Contract at a glance -- key features 8
--------------------------------------------------------------------------------
FEE TABLE 9
--------------------------------------------------------------------------------
Examples 11
Condensed financial information 12
Financial statements of investment funds 12
--------------------------------------------------------------------------------
1. INVESTMENT OPTIONS 13
--------------------------------------------------------------------------------
The Funds 13
The Trusts 15
Risks of investing in the Funds 19
Additional information about the Funds 20
The guaranteed options 20
--------------------------------------------------------------------------------
2. HOW WE VALUE YOUR ACCOUNT BALANCE IN THE FUNDS 22
--------------------------------------------------------------------------------
For amounts in the Funds 22
How we determine the unit value 22
How we value the assets of the Funds 22
--------------------------------------------------------------------------------
3. TRANSFERS AND ACCESS TO YOUR ACCOUNT 24
--------------------------------------------------------------------------------
Transfers among investment options 24
Disruptive transfer activity 24
Our Account Investment Management System (AIMS) and our internet website 25
Participant loans 25
Choosing benefit payment options 25
Spousal consent 26
Benefits payable after the death of a participant 26
----------------------
When we use the words "we," "us" and "our," we mean AXA Equitable. Please see
the index of key words and phrases used in this prospectus. The index will refer
you to the page where particular terms are defined or explained.
When we address the reader of this prospectus with words such as "you" and
"your," we generally mean the individual participant in one or more of the
plans available in the Program unless otherwise explained. For example, "The
Program" section of the prospectus is primarily directed at the employer.
"You" and "your" also can refer to the plan participant when the contract owner
has instructed us to take participant in plan instructions as the contract
owner's instructions under the contract, for example "Transfers and access to
your account."
2 Contents of this prospectus
--------------------------------------------------------------------------------
4. THE PROGRAM 27
--------------------------------------------------------------------------------
Summary of plan choices 27
Getting started 27
How to make Program contributions 27
Allocating Program contributions 28
Distributions from the investment options 28
Rules applicable to participant distributions 28
--------------------------------------------------------------------------------
5. CHARGES AND EXPENSES 30
--------------------------------------------------------------------------------
Charges based on amounts invested in the Program 30
Plan and transaction expenses 30
Individual annuity charges 30
Charges for state premium and other applicable taxes 30
Fees paid to associations 31
General information of fees and charges 31
--------------------------------------------------------------------------------
6. TAX INFORMATION 32
--------------------------------------------------------------------------------
Buying a contract to fund a retirement arrangement 32
Income taxation of distributions to qualified plan participants 32
--------------------------------------------------------------------------------
7. MORE INFORMATION 34
--------------------------------------------------------------------------------
About Program changes or terminations 34
IRS disqualification 34
About the separate accounts 34
About the general account 34
About legal proceedings 34
Financial statements 34
About the trustee 34
Distribution of the contracts 34
Reports we provide and available information 35
Acceptance 35
--------------------------------------------------------------------------------
APPENDIX
--------------------------------------------------------------------------------
I -- Condensed financial information A-1
--------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
--------------------------------------------------------------------------------
Contents of this prospectus 3
Index of key words and phrases
--------------------------------------------------------------------------------
Below is an index of key words and phrases used in this prospectus. The index
will refer you to the page where particular terms are defined or explained.
This index should help you locate more information on the terms used in this
prospectus.
Page
AIMS 25
AXA Equitable 5
beneficiary 26
benefit payment options 25
business day 25
contract 27
corresponding portfolio front cover
disruptive transfer activity 24
eligible rollover distributions 32
fair valuation 23
GRAs 20
guaranteed options 20
individually designed plan 27
IRA 32
investment funds front cover
investment options 13
market timing 24
Master Trust 27
Money Market Guarantee Account 21
Pooled Trust 27
Program 27
Roth 401(k) 7
separate accounts 34
Trusts front cover
unit value 22
unit 22
Volume Submitter Plan 27
Volume Submitter Retirement Trust 27
3-year GRA 20
5-year GRA 20
4 Index of key words and phrases
Who is AXA Equitable?
--------------------------------------------------------------------------------
We are AXA Equitable Life Insurance Company ("AXA Equitable") (until 2004, The
Equitable Life Assurance Society of the United States), a New York stock life
insurance corporation. We have been doing business since 1859. AXA Equitable is
an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company,
which is itself an indirect, wholly-owned subsidiary of AXA. AXA is a French
holding company for an international group of insurance and related financial
services companies. As the ultimate sole shareholder of AXA Equitable, and
under its other arrangements with AXA Equitable and AXA Equitable's parent, AXA
exercises significant influence over the operations and capital structure of
AXA Equitable and its parent. AXA holds its interest in AXA Equitable through a
number of other intermediate holding companies, including Oudinot
Participations, AXA America Holdings Inc. and AXA Financial Services, LLC. AXA
Equitable is obligated to pay all amounts that are promised to be paid under
the contracts. No company other than AXA Equitable, however, has any legal
responsibility to pay amounts that AXA Equitable owes under the contracts.
AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$795 billion in assets as of December 31, 2006. For more than 100 years AXA
Equitable has been among the largest insurance companies in the United States.
We are licensed to sell life insurance and annuities in all fifty states, the
District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office
is located at 1290 Avenue of the Americas, New York, NY 10104.
Who is AXA Equitable? 5
HOW TO REACH US
You may communicate with our Processing Office as listed below for the purposes
described. Certain methods of contacting us, such as by telephone or
electronically may be unavailable or delayed (for example our facsimile service
may not be available at all times and/or we may be unavailable due to emergency
closing). In addition, the level and type of service available may be
restricted based on criteria established by us.
You can reach us as indicated below to obtain:
o Copies of any plans, trusts, adoption agreements, or enrollment or other
forms used in the Program.
o Unit values and other account information under your plan,
o Any other information or materials that we provide in connection with the
Program.
INFORMATION ON JOINING THE PROGRAM
--------------------------------------------------------------------------------
BY PHONE:
--------------------------------------------------------------------------------
1-800-523-1125 (Retirement Program Specialists available weekdays 9 AM to 5 PM
Eastern Time)
--------------------------------------------------------------------------------
BY REGULAR MAIL:
--------------------------------------------------------------------------------
The Members Retirement Program
c/o AXA Equitable
Box 2011
Secaucus, NJ 07096
--------------------------------------------------------------------------------
BY REGISTERED, CERTIFIED, OR OVERNIGHT DELIVERY:
--------------------------------------------------------------------------------
The Members Retirement Program
c/o AXA Equitable
200 Plaza Drive
Secaucus, NJ 07094
--------------------------------------------------------------------------------
BY INTERNET:
--------------------------------------------------------------------------------
The Members Retirement Program website www.axa-equitable.com/mrp, provides
information about the Program, as well as several interactive tools and
resources that can help answer some of your retirement planning questions. The
website also provides an e-mail feature that can be accessed by clicking on
either "Contact us" or "Send E-Mail to AXA Equitable."
No person is authorized by AXA Equitable Life Insurance Company to give any
information or make any representations other than those contained in this
prospectus and the SAI, or in other printed or written material issued by AXA
Equitable. You should not rely on any other information or representation.
INFORMATION ONCE YOU JOIN THE PROGRAM
--------------------------------------------------------------------------------
BY PHONE:
--------------------------------------------------------------------------------
1-800-526-2701 (U.S.) or 1-800-526-2701-0 from France, Israel, Italy, Republic
of Korea, Switzerland, and the United Kingdom (Account Executives available
weekdays 9 AM to 5 PM Eastern Time).
--------------------------------------------------------------------------------
TOLL-FREE AIMS:
--------------------------------------------------------------------------------
By calling 1-800-526-2701 or 1-800-526-2701-0, you may, with your assigned
personal security code, use AIMS to:
o Transfer between investment options and obtain account balance information.
o Change the allocation of future contributions and maturing guaranteed
options.
o Hear investment performance information, including investment fund unit
values and current guaranteed option interest rates.
AIMS operates 24 hours a day. You may speak with our Account Executives during
regular business hours about any matters covered by the AIMS.
--------------------------------------------------------------------------------
BY INTERNET FOR AMOUNTS IN THE TRUST
--------------------------------------------------------------------------------
By logging on to www.axa-equitable.com/mrp, Participant Services you may, with
your social security number and your personal security code, use the Internet
to access certain retirement account information such as:
o Investment performance, current investment fund unit values, and current
guaranteed option interest rates.
o Transfer assets between investment options and obtain account balance
information.
o Change the allocation of future contributions and maturing Guaranteed Rate
Accounts.
--------------------------------------------------------------------------------
BY REGULAR MAIL:
--------------------------------------------------------------------------------
(correspondence):
The Members Retirement Program
Box 2468 G.P.O.
New York, NY 10116
--------------------------------------------------------------------------------
FOR CONTRIBUTION CHECKS ONLY:
--------------------------------------------------------------------------------
The Association Members Retirement Program
P.O. Box 1599
Newark, NJ 07101-9764
--------------------------------------------------------------------------------
FOR REGISTERED, CERTIFIED, OR OVERNIGHT DELIVERY:
--------------------------------------------------------------------------------
The Members Retirement Program
c/o AXA Equitable
200 Plaza Drive
Secaucus, NJ 07094
--------------------------------------------------------------------------------
BY E-MAIL
--------------------------------------------------------------------------------
We welcome your comments and questions regarding the Members Retirement
Program. If you have a comment or suggestion about the Members Website we would
appreciate hearing from you. Go to www.axa-equitable.com/mrp, Participant
Services and click on "Contact Us" or click on "email the Members Retirement
Program."
6 Who is AXA Equitable?
The Program at a glance -- key features
--------------------------------------------------------------------------------
EMPLOYER CHOICE OF RETIREMENT PLANS
Our Members Retirement Plan is a defined contribution master plan that can be
adopted as a profit-sharing plan (401(k), SIMPLE 401(k), safe harbor 401(k) and
Roth 401(k) features are available) and a defined contribution pension plan, or
both. A "designated Roth contribution" (Roth 401(k))" may be added to any of
the 401(k) features. It allows eligible employees to designate all or part of
their elective deferrals as Roth contributions. See "Tax information" below.
The Plan is designed to comply with the requirements of Section 404(c) of the
Employee Retirement Income Security Act of 1974 ("ERISA"). The Program's
investment options are the only investment choices under the Members Retirement
Plan.
Our Volume Submitter Plan is a defined contribution plan that can be adopted as
a profit-sharing plan (new comparability or age weighted) with or without
401(k) features. The Program's investment options are the only investment
choices under the Volume Submitter Plan.
Our Pooled Trust for Individually Designed Plans, which invests through our
Investment Only arrangement, allows you to use the investment options in the
Program through our Pooled Trust.
PLAN FEATURES
MEMBERS RETIREMENT PLAN:
o The Program investment options are the only investment choices.
o Plan-level and participant-level recordkeeping, benefit payments, tax
withholding and reporting provided.
o Use of our Master Trust.
o No minimum amount must be invested.
o 5500 reporting.
o Automatic updates for law changes.
VOLUME SUBMITTER PLAN:
o Program investment options used as the only investment choices.
o Plan-level and participant-level recordkeeping, benefit payments, tax
withholding and reporting provided.
o Use of our Volume Submitter Retirement Trust.
o No minimum amount must be invested.
o 5500 reporting.
o Automatic updates for law changes (requires employer adoption).
INVESTMENT ONLY:
o Our Pooled Trust is used for investment only.
o Recordkeeping services provided for plan assets in Pooled Trust.
PLAN CHARGES AND EXPENSES:
o Plan and transaction charges vary by type of plan adopted, or by specific
transaction.
ADDITIONAL FEATURES FOR AMOUNTS HELD IN THE TRUST:
o Toll-free number available for transfers and account information.
o Internet website access to account information and transactions.
o Participant loans (if elected by your employer; some restrictions apply).
o Regular statements of account.
o Retirement Program Specialist and Account Executive support.
o Daily valuation of accounts.
------------------------------------------------------------------
Members
Retirement Plan Pooled Trust for
and Volume Individually
Submitter Plan Designed Plans
------------------------------------------------------------------
Participant or
Trustee, as
Who selects specified under
investments? Participant. your Plan.
------------------------------------------------------------------
Are loans available? Yes, if permitted Yes, if permitted
under your Plan. under your Plan.
------------------------------------------------------------------
When are you eligible Upon retirement, Benefits depend
for distributions? death, disability upon the terms of
or termination of your Plan.
employment.
------------------------------------------------------------------
The Program at a glance -- key features 7
The Contract at a glance -- key features
--------------------------------------------------------------------------------
CONTRIBUTIONS:
o Can be allocated to any one option or divided among them.
o Must be made by check or money order payable to AXA Equitable.
o Must be sent along with a Contribution Remittance Form.
o Are credited on the day of receipt if accompanied by properly completed
forms.
TRANSFERS AMONG INVESTMENT OPTIONS:
o Generally, amounts may be transferred among the investment options at any
time.
o Transfers may be made by telephone on AIMS or on our Internet Website.
o There is no charge for transfers and no tax liability.
o Transfers from the Guaranteed Rate Accounts may not be made prior to
maturity.
CHARGES AND EXPENSES:
o Program expense charge assessed against combined value of Program assets in
the Trust.
o Investment management and accounting fees and other expenses charged on an
investment fund-by-fund basis, as applicable.
o Record maintenance and report fee.
o Enrollment fee.
o Annuity administrative charge.
o Indirectly, charges of underlying variable investment options for investment
management, 12b-1 fees and other expenses.
PROFESSIONAL INVESTMENT MANAGEMENT:
Through the investment funds under our contract we make available these
professional investment managers who advise or sponsor the different Funds:
o AllianceBernstein L.P.
o Bridgeway Capital Management, Inc.
o Calvert Asset Management Company, Inc.
o Capital Guardian Trust Company
o Fidelity Management & Research Company
o Firsthand Capital Management, Inc.
o GAMCO Asset Management, Inc.
o MFS Investment Management
o Morgan Stanley Investment Management, Inc.
o Pacific Investment Management Company, LLC
o RCM Capital Management LLC
o Wellington Management Company, LLP
BENEFIT PAYMENT OPTIONS:
o Lump sum.
o Installments on a time certain or dollar certain basis.
o Variety of annuity benefit payout options as available under your employer's
plan.
o Fixed or variable annuity options available.
GUARANTEED OPTIONS:
The three guaranteed options include two Guaranteed Rate Accounts and a Money
Market Guarantee Account.
For more detailed information, we urge you to read the contents of this
Prospectus, as well as your contract. Please feel free to speak with your
financial professional, or call us, if you have any questions. If for any
reason you are not satisfied with your contract, you may return it to us for a
refund within a certain number of days.
TAX ADVANTAGES:
o On earnings
No tax on investment earnings until withdrawn.
o On transfer
No tax on internal transfers.
TAX NOTE:
o Because you are purchasing or contributing to an annuity contract to fund a
retirement plan qualified under section 401 of the Internal Revenue Code
(the "Code") you should be aware that the contract meets Code qualification
requirements but does not provide tax deferral benefits beyond those already
provided by the Code. You should consider whether the contract's features
and benefits beyond tax deferral meet your needs and goals. You may also
want to consider the features, benefits and costs of the contract relative
to other types of arrangements. (For more information, see "Tax information"
later in the prospectus.)
8 The Contract at a glance -- key features
Fee table
--------------------------------------------------------------------------------
The following tables describe the fees and expenses that you will pay when
buying, owning, and surrendering the contract. Each of the charges and expenses
is more fully described in "Charges and expenses" later in this prospectus.
The first table describes fees and expenses that you will pay if you purchase
an annuity payout option. When you purchase or redeem units of any of the
investment funds, you will pay no sales load, no deferred sales charge, no
surrender fees and no transfer or exchange fees. Charges designed to
approximate certain taxes that may be imposed on us, such as premium taxes in
your state, may also apply.
[Enlarge/Download Table]
--------------------------------------------------------------------------------------------------------
Charges we deduct from your account value if you purchase an annuity payout option
--------------------------------------------------------------------------------------------------------
Charge if you purchase an annuity payout option $350
--------------------------------------------------------------------------------------------------------
The next table describes the fees and expenses that you will pay periodically
during the time that you own the contract, not including the underlying trust
portfolio fees and expenses.
[Enlarge/Download Table]
--------------------------------------------------------------------------------------------------------
Charges we deduct from your investment funds expressed as an annual percentage of daily net assets
--------------------------------------------------------------------------------------------------------
Maximum program expense charge(1) 1.00%
--------------------------------------------------------------------------------------------------------
Maximum program-related Other expenses 0.15%
--------------------------------------------------------------------------------------------------------
Maximum program-related Investment management and accounting fees(2) 0.65%
--------------------------------------------------------------------------------------------------------
[Enlarge/Download Table]
--------------------------------------------------------------------------------------------------------
Charges we deduct from your account value at the end of each calendar quarter
--------------------------------------------------------------------------------------------------------
Record maintenance and report fee $ 3.75
--------------------------------------------------------------------------------------------------------
[Enlarge/Download Table]
--------------------------------------------------------------------------------------------------------
Charges we may deduct from your account value
--------------------------------------------------------------------------------------------------------
Enrollment fee(3) $25 per participant
--------------------------------------------------------------------------------------------------------
[Enlarge/Download Table]
--------------------------------------------------------------------------------------------------------
Charges we deduct from amounts in the GRAs and the Money Market Guarantee Account
--------------------------------------------------------------------------------------------------------
Maximum program expense charge(1) 1.00%
--------------------------------------------------------------------------------------------------------
A proportionate share of all fees and expenses paid by a "Portfolio" that
corresponds to any investment fund of the Trusts to which monies are allocated
also applies. The table below shows the lowest and highest total operating
expenses as of December 31, 2006 charged by any of the Portfolios that apply
periodically during the time that you own the contract. These fees and expenses
are reflected in the investment funds' net asset value each day. Therefore,
they reduce the investment return of the fund and the related investment
option. Actual fees and expenses are likely to fluctuate from year to year.
More detail concerning each Portfolio's fees and expenses is contained in the
prospectuses for the Trusts.
[Enlarge/Download Table]
--------------------------------------------------------------------------------------------------------
Portfolio operating expenses expressed as an annual percentage of daily net assets
--------------------------------------------------------------------------------------------------------
Total Annual Portfolio Operating Expenses for 2006 (expenses that are Lowest Highest
deducted from Portfolio assets including management fees, 12b-1 fees, ------ -------
service fees, and/or other expenses) 0.63% 11.36%
--------------------------------------------------------------------------------------------------------
Fee table 9
PORTFOLIO OPERATING EXPENSES AND SEPARATE ACCOUNT EXPENSES EXPRESSED AS AN
ANNUAL PERCENTAGE OF AVERAGE DAILY NET ASSETS FOR AXA AGGRESSIVE ALLOCATION
FUND, AXA CONSERVATIVE ALLOCATION FUND, AXA CONSERVATIVE-PLUS ALLOCATION*, AXA
MODERATE ALLOCATION FUND, AXA MODERATE-PLUS ALLOCATION*, MULTIMANAGER
TECHNOLOGY FUND**, TARGET 2015 ALLOCATION FUND, TARGET 2025 ALLOCATION FUND,
TARGET 2035 ALLOCATION FUND, TARGET 2045 ALLOCATION FUND, EQ/ALLIANCEBERNSTEIN
INTERMEDIATE GOVERNMENT SECURITIES, EQ/ALLIANCEBERNSTEIN INTERNATIONAL,
EQ/ALLIANCEBERNSTEIN VALUE, EQ/CALVERT SOCIALLY RESPONSIBLE, EQ/CAPITAL
GUARDIAN INTERNATIONAL+, EQ/CAPITAL GUARDIAN RESEARCH, EQ/CAPITAL GUARDIAN U.S.
EQUITY++, EQ/EQUITY 500 INDEX, EQ/FI MID CAP VALUE+, EQ/GAMCO SMALL COMPANY
VALUE, EQ/MFS EMERGING GROWTH COMPANIES+, EQ/PIMCO REAL RETURN, EQ/SMALL
COMPANY INDEX FUNDS AND EQ/VAN KAMPEN EMERGING MARKETS EQUITY FUND.
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TRUST RELATED EXPENSES
----------------------------------------------------------------------------------------------------------------------------------
Acquired
Fund Fees Total Net Total
and Annual Fee waiv- Annual
Expenses Expenses ers Expenses
(Underly- (Before and/or (After
ing Expense Expense Expense
12b-1 Other Portfo- Limita- Reim- Limita-
Portfolio Name Fees(4) Fee(5) Expenses(6) lios)(7) tions) bursements(8) tions)
----------------------------------------------------------------------------------------------------------------------------------
AXA Premier VIP TRUST:
----------------------------------------------------------------------------------------------------------------------------------
AXA Aggressive Allocation 0.10% 0.25% 0.18% 0.91% 1.44% (0.18)% 1.26%
AXA Conservative Allocation 0.10% 0.25% 0.22% 0.67% 1.24% (0.22)% 1.02%
AXA Conservative-Plus Allocation* 0.10% 0.25% 0.18% 0.72% 1.25% (0.18)% 1.07%
AXA Moderate Allocation 0.10% 0.25% 0.17% 0.78% 1.30% (0.17)% 1.13%
AXA Moderate-Plus Allocation* 0.10% 0.25% 0.17% 0.85% 1.37% (0.17)% 1.20%
Multimanager Technology** 1.20% 0.25% 0.23% -- 1.68% 0.00% 1.68%
Target 2015 Allocation Portfolio 0.10% 0.25% 7.88% 0.53% 8.76% (7.63)% 1.13%
Target 2025 Allocation Portfolio 0.10% 0.25% 7.29% 0.52% 8.16% (7.04)% 1.12%
Target 2035 Allocation Portfolio 0.10% 0.25% 9.56% 0.52% 10.43% (9.31)% 1.12%
Target 2045 Allocation Portfolio 0.10% 0.25% 10.49% 0.52% 11.36% (10.24)% 1.12%
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EQ ADVISORS TRUST:
----------------------------------------------------------------------------------------------------------------------------------
EQ/AllianceBernstein International 0.71% -- 0.20% -- 0.91% (0.06)% 0.85%
EQ/AllianceBernstein Intermediate
Government Securities 0.50% 0.25% 0.14% -- 0.89% -- 0.89%
EQ/AllianceBernstein Value 0.60% 0.25% 0.13% -- 0.98% (0.03)% 0.95%
EQ/Calvert Socially Responsible 0.65% 0.25% 0.25% -- 1.15% (0.10)% 1.05%
EQ/Capital Guardian International + 0.83% 0.25% 0.21% -- 1.29% (0.09)% 1.20%
EQ/Capital Guardian Research 0.65% 0.25% 0.13% -- 1.03% (0.08)% 0.95%
EQ/Capital Guardian U.S. Equity++ 0.64% 0.25% 0.14% -- 1.03% (0.08)% 0.95%
EQ/Equity 500 Index 0.25% 0.25% 0.13% -- 0.63% -- 0.63%
EQ/FI Mid Cap Value + 0.73% 0.25% 0.13% -- 1.11% (0.01)% 1.10%
EQ/GAMCO Small Company Value 0.78% 0.25% 0.14% -- 1.17% 0.00% 1.17%
EQ/MFS Emerging Growth Companies+ 0.65% 0.25% 0.15% -- 1.05% -- 1.05%
EQ/PIMCO Real Return 0.55% 0.25% 0.18% -- 0.98% (0.08)% 0.90%
EQ/Small Company Index 0.25% 0.25% 0.16% 0.01% 0.67% 0.00% 0.67%
EQ/Van Kampen Emerging Markets
Equity 1.12% 0.25% 0.40% -- 1.77% 0.00% 1.77%
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PROGRAM RELATED EXPENSES
-----------------------------------------------------------------------------------------------
Program Net
Expense Other Total Total
Portfolio Name Charge Expenses(9) Total Expenses Expenses
-----------------------------------------------------------------------------------------------
AXA Premier VIP TRUST:
-----------------------------------------------------------------------------------------------
AXA Aggressive Allocation 1.00% 0.15% 1.15% 2.59% 2.41%
AXA Conservative Allocation 1.00% 0.15% 1.15% 2.39% 2.17%
AXA Conservative-Plus Allocation* 1.00% 0.15% 1.15% 2.40% 2.22%
AXA Moderate Allocation 1.00% 0.15% 1.15% 2.45% 2.28%
AXA Moderate-Plus Allocation* 1.00% 0.15% 1.15% 2.52% 2.35%
Multimanager Technology** 1.00% 0.15% 1.15% 2.83% 2.83%
Target 2015 Allocation Portfolio 1.00% 0.15% 1.15% 9.91% 2.28%
Target 2025 Allocation Portfolio 1.00% 0.15% 1.15% 9.31% 2.27%
Target 2035 Allocation Portfolio 1.00% 0.15% 1.15% 11.58% 2.27%
Target 2045 Allocation Portfolio 1.00% 0.15% 1.15% 12.51% 2.27%
-----------------------------------------------------------------------------------------------
EQ ADVISORS TRUST:
-----------------------------------------------------------------------------------------------
EQ/AllianceBernstein International 1.00% 0.15% 1.15% 2.06% 2.00%
EQ/AllianceBernstein Intermediate
Government Securities 1.00% 0.15% 1.15% 2.04% 2.04%
EQ/AllianceBernstein Value 1.00% 0.15% 1.15% 2.13% 2.10%
EQ/Calvert Socially Responsible 1.00% 0.15% 1.15% 2.30% 2.20%
EQ/Capital Guardian International + 1.00% 0.15% 1.15% 2.44% 2.35%
EQ/Capital Guardian Research 1.00% 0.15% 1.15% 2.18% 2.10%
EQ/Capital Guardian U.S. Equity++ 1.00% 0.15% 1.15% 2.18% 2.10%
EQ/Equity 500 Index 1.00% 0.15% 1.15% 1.78% 1.78%
EQ/FI Mid Cap Value + 1.00% 0.15% 1.15% 2.26% 2.25%
EQ/GAMCO Small Company Value 1.00% 0.15% 1.15% 2.32% 2.32%
EQ/MFS Emerging Growth Companies+ 1.00% 0.15% 1.15% 2.20% 2.20%
EQ/PIMCO Real Return 1.00% 0.15% 1.15% 2.13% 2.05%
EQ/Small Company Index 1.00% 0.15% 1.15% 1.82% 1.82%
EQ/Van Kampen Emerging Markets
Equity 1.00% 0.15% 1.15% 2.92% 2.92%
-----------------------------------------------------------------------------------------------
* This investment option will be available on or about July 1, 2007, subject
to regulatory approval.
** This is the investment option's new name effective on or about May 29, 2007,
subject to regulatory approval. Please see "Portfolios of the Trusts" in
"Investment options" later in this Prospectus for the investment option's
former name.
+ This investment option's name, investment objective and sub-adviser(s) will
change on or about May 29, 2007, subject to regulatory approval. See the
supplement included with this Prospectus for more information.
++ Please see the supplement included with this Prospectus regarding the
planned merger of this investment option.
POOLED TRUST OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF AVERAGE
DAILY NET ASSETS FOR ALLIANCEBERNSTEIN GROWTH EQUITY, MID CAP GROWTH AND
BALANCED FUNDS
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Program
Management Fee Expense Charge Other Expenses Total
-------------------------------------------------------------------------------------------------------
AllianceBernstein Growth Equity 0.50% 1.00% 0.00% 1.50%
AllianceBernstein Mid Cap Growth 0.65% 1.00% 0.01% 1.66%
-------------------------------------------------------------------------------------------------------
10 Fee table
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Program
Management Fee Expense Charge Other Expenses Total
-------------------------------------------------------------------------------------------------------
AllianceBernstein Balanced 0.50% 1.00% 0.00% 1.50%
-------------------------------------------------------------------------------------------------------
(1) This charge is also applied against assets in the guaranteed rate accounts
and money market guarantee account.
(2) These fees apply only to the AllianceBernstein Growth Equity,
AllianceBernstein Mid Cap Growth and AllianceBernstein Balanced Funds and
will fluctuate from year to year and from fund to fund based on the assets
in each fund. See the tables that provide the expenses of each individual
investment fund later in this prospectus.
(3) This fee is charged to your employer. If your employer fails to pay this
charge, we may deduct the amount from subsequent contributions or from your
account value.
(4) The management fees and administrative fees for each portfolio cannot be
increased without a vote of each portfolio's shareholders.
(5) The Class IB shares of the Trusts are subject to fees imposed under
distribution plans (herein, the "Rule 12b-1 Plans") adopted by the Trusts
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended.
For the portfolios of the AXA Premier VIP Trust and the EQ Advisors Trust,
the 12b-1 fees will not be increased for the life of the contract. A "--"
indicates that there is no Rule 12b-1 Plan in place for the portfolio shown.
(6) The amounts shown as "Other Expenses" will fluctuate from year to year
depending on actual expenses. See column entitled "Fee waivers and/or
expense reimbursements" and footnote (8) for any expense limitation
agreement information.
(7) Each of these variable investment options invests in a corresponding
portfolio of one of the Trusts or other unaffiliated investment companies.
Each portfolio, in turn, invests in shares of other portfolios of the Trusts
and/or shares of unaffiliated portfolios ("the underlying portfolios").
Amounts shown reflect each portfolio's pro rata share of the fees and
expenses of the underlying portfolios in which it invests. The fees and
expenses are based on the respective weighted investment allocations as of
12/31/06. A "--" indicates that the listed portfolio does not invest in
underlying portfolios.
(8) The amounts shown reflect any fee waivers and/or expense reimbursements that
applied to each Portfolio. A "--" indicates that there is no expense
limitation in effect. "0.00%" indicates that the expense limitation
arrangement did not result in a fee waiver reimbursement. AXA Equitable, the
investment manager of AXA Premier VIP Trust and EQ Advisors Trust, has
entered into expense limitation agreements with respect to certain
Portfolios, which are effective through April 30, 2008. Under these
agreements, AXA Equitable has agreed to waive or limit its fees and assume
other expenses of certain Portfolios, if necessary, in an amount that limits
each affected Portfolio's Total Annual Expenses (exclusive of interest,
taxes, brokerage commissions, capitalized expenditures, expenses of the
underlying portfolios in which the Portfolio invests and extraordinary
expenses) to not more than specified amounts. Each Portfolio may at a later
date make a reimbursement to AXA Equitable for any of the management fees
waived or limited and other expenses assumed and paid by AXA Equitable
pursuant to the expense limitation agreement provided that the Portfolio's
current annual operating expenses do not exceed the operating expense limit
determined for such Portfolio. See the prospectus for each applicable
underlying Trust for more information about the arrangements. In addition, a
portion of the brokerage commissions of certain Portfolios of EQ Advisors
Trust and AXA Premier VIP Trust is used to reduce the applicable Portfolio's
expenses. If the table reflected both the expense limitation arrangements,
plus the portion of the brokerage commissions used to reduce Portfolio
expenses, the net expenses would be as shown in the table below:
------------------------------------------------
Portfolio Name
------------------------------------------------
Multimanager Technology 1.64%
------------------------------------------------
EQ/AllianceBernstein Value 0.94%
------------------------------------------------
EQ/Capital Guardian Research 0.94%
------------------------------------------------
EQ/Capital Guardian U.S. Equity 0.94%
------------------------------------------------
EQ/FI Mid Cap Value 1.09%
------------------------------------------------
EQ/GAMCO Small Company Value 1.16%
------------------------------------------------
EQ/MFS Emerging Growth Companies 1.03%
------------------------------------------------
EQ/Van Kampen Emerging Markets Equity 1.75%
------------------------------------------------
(8) Reflects the amount deducted for the daily accrual of direct expenses. See
"How we determine the unit value".
EXAMPLES
These examples are intended to help you compare the cost of investing in the
contract with the cost of investing in other variable annuity contracts. These
costs include contract owner transaction expenses, contract fees, separate
account annual expenses, and underlying trust fees and expenses.
The examples below show the expenses that a hypothetical contract owner would
pay in the situations illustrated and assume the maximum charges applicable
under the contract, including the record maintenance and report fee and the
enrollment fee. Since there are no surrender charges in connection with amounts
invested in the Funds, the expenses are the same whether or not the participant
withdraws amounts held in any of the Funds.
The charges used in the examples are the maximum expenses. The guaranteed rate
accounts and the money market guarantee account are not covered by the fee
table and examples. However, ongoing expenses do apply to the guaranteed rate
accounts and the money market guarantee account. These examples should not be
considered a representation of past or future expenses for each option. Actual
expenses may be greater or less than those shown. Similarly, the annual rate of
return assumed in the examples is not an estimate or guarantee of future
investment performance.
Separate Account 66 examples: These examples assume that you invest $10,000 in
the contract for the time periods indicated and that your investment has a 5%
return each year. The example also assumes maximum contract charges and total
annual expenses of the portfolios (before expense limitations) set forth in the
previous charts. Although your actual costs may be higher or lower, based on
these assumptions, your cost would be:
Fee table 11
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If you do not surrender
your contract at the end
of the applicable time period
--------------------------------------------------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------------------------------
AXA PREMIER VIP TRUST:
------------------------------------------------------------------------------------------------------
AXA Aggressive Allocation $ 302 $ 873 $1,468 $3,066
AXA Conservative Allocation $ 282 $ 813 $1,369 $2,870
AXA Conservative-Plus Allocation* $ 283 $ 816 $1,374 $2,880
AXA Moderate Allocation $ 288 $ 831 $1,398 $2,929
AXA Moderate-Plus Allocation* $ 295 $ 852 $1,433 $2,998
Multimanager Technology** $ 326 $ 944 $1,586 $3,295
Target 2015 Allocation Portfolio $1,009 $2,832 $4,476 $7,913
Target 2025 Allocation Portfolio $ 953 $2,687 $4,270 $7,648
Target 2035 Allocation Portfolio $1,164 $3,222 $5,016 $8,559
Target 2045 Allocation Portfolio $1,249 $3,430 $5,297 $8,868
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EQ ADVISORS TRUST:
------------------------------------------------------------------------------------------------------
EQ/AllianceBernstein International $ 249 $ 714 $1,203 $2,538
EQ/AllianceBernstein Intermediate Government Securities $ 247 $ 708 $1,192 $2,518
EQ/AllianceBernstein Value $ 256 $ 734 $1,237 $2,608
EQ/Calvert Socially Responsible $ 273 $ 787 $1,324 $2,782
EQ/Capital Guardian International+ $ 287 $ 829 $1,394 $2,921
EQ/Capital Guardian Research $ 261 $ 749 $1,262 $2,658
EQ/Capital Guardian U.S. Equity++ $ 261 $ 751 $1,264 $2,662
EQ/Equity 500 Index $ 221 $ 629 $1,059 $2,247
EQ/FI Mid Cap Value+ $ 269 $ 775 $1,304 $2,742
EQ/GAMCO Small Company Value $ 275 $ 792 $1,334 $2,801
EQ/MFS Emerging Growth Companies+ $ 263 $ 756 $1,274 $2,681
EQ/PIMCO Real Return $ 256 $ 735 $1,238 $2,610
EQ/Small Company Index $ 225 $ 641 $1,080 $2,289
EQ/Van Kampen Emerging Markets Equity $ 335 $ 971 $1,630 $3,380
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------------------------------------------------------------------------------------------------------
If you annuitize
at the end of the
applicable time period
------------------------------------------------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------------------
AXA PREMIER VIP TRUST:
-----------------------------------------------------------------------------------------------------
AXA Aggressive Allocation $ 652 $1,223 $1,818 $3,416
AXA Conservative Allocation $ 632 $1,163 $1,719 $3,220
AXA Conservative-Plus Allocation* $ 633 $1,166 $1,724 $3,230
AXA Moderate Allocation $ 638 $1,181 $1,748 $3,279
AXA Moderate-Plus Allocation* $ 645 $1,202 $1,783 $3,348
Multimanager Technology** $ 676 $1,294 $1,936 $3,645
Target 2015 Allocation Portfolio $1,359 $3,182 $4,826 $8,263
Target 2025 Allocation Portfolio $1,303 $3,037 $4,620 $7,998
Target 2035 Allocation Portfolio $1,514 $3,572 $5,366 $8,909
Target 2045 Allocation Portfolio $1,599 $3,780 $5,647 $9,218
------------------------------------------------------------------------------------------------------
EQ ADVISORS TRUST:
------------------------------------------------------------------------------------------------------
EQ/AllianceBernstein International $ 599 $1,064 $1,553 $2,888
EQ/AllianceBernstein Intermediate Government Securities $ 597 $1,058 $1,542 $2,868
EQ/AllianceBernstein Value $ 606 $1,084 $1,587 $2,958
EQ/Calvert Socially Responsible $ 623 $1,137 $1,674 $3,132
EQ/Capital Guardian International+ $ 637 $1,179 $1,744 $3,271
EQ/Capital Guardian Research $ 611 $1,099 $1,612 $3,008
EQ/Capital Guardian U.S. Equity++ $ 611 $1,101 $1,614 $3,012
EQ/Equity 500 Index $ 571 $ 979 $1,409 $2,597
EQ/FI Mid Cap Value+ $ 619 $1,125 $1,654 $3,092
EQ/GAMCO Small Company Value $ 625 $1,142 $1,684 $3,151
EQ/MFS Emerging Growth Companies+ $ 613 $1,106 $1,624 $3,031
EQ/PIMCO Real Return $ 606 $1,085 $1,588 $2,960
EQ/Small Company Index $ 575 $ 991 $1,430 $2,639
EQ/Van Kampen Emerging Markets Equity $ 685 $1,321 $1,980 $3,730
------------------------------------------------------------------------------------------------------
* This investment option will be available on or about July 1, 2007, subject
to regulatory approval.
** This is the investment option's new name effective on or about May 29, 2007,
subject to regulatory approval. Please see "Portfolios of the Trusts" in
"Investment options" later in this Prospectus for the investment option's
former name.
+ This investment option's name, investment objective and sub-adviser will
change on or about May 29, 2007, subject to regulatory approval. See the
supplement included with this Prospectus for more information.
++ Please see the supplement included with this Prospectus regarding the
planned merger of this Portfolio.
Pooled separate account examples: These examples assume that you invest $10,000
in the indicated options under the contract for the time periods indicated. All
other information and assumptions stated above apply. Although your actual
costs may be higher or lower based on these assumptions, your costs would be:
[Enlarge/Download Table]
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If you do not surrender If you annuitize
your contract at the end at the end of the
of the applicable time period applicable time period
---------------------------------------------------------------------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years
10 Years
---------------------------------------------------------------------------------------------------------------------------
AllianceBernstein Growth Equity $55 $115 $177 $337 $405 $465 $527 $687
AllianceBernstein Mid Cap Growth $56 $120 $185 $353 $406 $470 $535 $703
AllianceBernstein Balanced $55 $115 $177 $337 $405 $465 $527 $687
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CONDENSED FINANCIAL INFORMATION
Please see Appendix I at the end of this prospectus for condensed financial
information concerning the Funds available as of December 31, 2006.
FINANCIAL STATEMENTS OF INVESTMENT FUNDS
Each of the investment funds is, or is part of, one of our separate accounts as
described in "About the separate accounts" under "More information" later in
this prospectus. The financial statements of the Pooled Separate Accounts,
(AllianceBernstein Growth Equity (Separate Account No. 4), AllianceBernstein
Mid Cap Growth (Separate Account No. 3) and AllianceBernstein Balanced
(Separate Account No. 10)) and Separate Account No. 66 as well as the financial
statements of AXA Equitable are included in the SAI. The financial statements
for each Trust are in the SAI for that Trust.
12 Fee table
1. Investment options
--------------------------------------------------------------------------------
We offer 28 investment options under the contract: 25 investment funds that we
call the "Funds," 3 guaranteed options: 2 guaranteed rate accounts and a Money
Market Guarantee Account.
THE FUNDS
Each Fund has a different investment objective. The Funds try to meet their
investment objectives by investing either in a portfolio of securities or by
holding mutual fund shares. We cannot assure you that any of the Funds will
meet their investment objectives.
THE ALLIANCEBERNSTEIN GROWTH EQUITY FUND
OBJECTIVE
The AllianceBernstein Growth Equity Fund seeks to achieve long-term growth of
capital by investing in the securities of companies that we believe will share
in the growth of the U.S. economy -- and those of other leading industrialized
countries -- over a long period. The Fund maintains its own portfolio of
securities.
INVESTMENT STRATEGIES
The AllianceBernstein Growth Equity Fund invests primarily in common stocks.
The Fund generally invests in securities of intermediate and large sized
companies, but may invest in stocks of companies of any size. At times, the
Fund may invest its equity holdings in a relatively small number of issuers,
provided that no investment causes more than 10% of the AllianceBernstein
Growth Equity Fund's assets to be invested in the securities of one issuer.
The AllianceBernstein Growth Equity Fund also may invest smaller amounts in
other equity-type securities, such as convertible preferred stocks or
convertible debt instruments. The Fund also may invest in non-equity
investments, including non-participating and non-convertible preferred stocks,
bonds and debentures. The Fund also may invest up to 15% of its total assets in
foreign securities (securities of established foreign companies without
substantial business in the United States).
The AllianceBernstein Growth Equity Fund may make temporary investments in
government obligations, short-term commercial paper and other money market
instruments.
RISKS OF INVESTMENT STRATEGIES
See "Risks of investing in the funds," later in this prospectus, for
information on the risks associated with an investment in the Funds generally,
and in the AllianceBernstein Growth Equity Fund specifically.
THE ALLIANCEBERNSTEIN MID CAP GROWTH FUND
OBJECTIVES
The AllianceBernstein Mid Cap Growth Fund seeks to achieve long-term capital
growth, through a diversified portfolio of equity securities. The account
attempts to achieve this objective by investing primarily in the common stock
of medium-sized companies which have the potential to grow faster than the
general economy and to grow into much larger companies.
INVESTMENT STRATEGIES
The AllianceBernstein Mid Cap Growth Fund is actively managed to obtain excess
return versus the Russell Mid Cap Growth Index. The Fund invests at least 80%
of its total assets in the common stock of companies with medium
capitalizations at the time of the Fund's investment, similar to the market
capitalizations of companies in the Russell Mid Cap Growth Index. Companies
whose capitalizations no longer meet this definition after purchase continue to
be considered to have a medium market capitalization for purposes of the 80%
policy. If deemed appropriate, in order to meet the investment objectives, the
Fund may invest in companies in cyclical industries, as well as in securities
that the adviser believes are temporarily undervalued. The Fund may also invest
in foreign companies without substantial business in the United States.
The Fund may also invest in convertible preferred stocks, convertible debt
securities and short-term debt securities such as corporate notes, and
temporarily invest in money market instruments. Additionally, the Fund may
invest up to 10% of its total assets in restricted securities.
The Fund attempts to generate excess return by taking active risk in security
selection, and implementing a top-down strategic analysis and a bottom-up stock
selection approach, looking for companies with unique growth potential.
Economic sector allocation is also taken into consideration, and the account
may often be concentrated in industries where research resources indicate there
is high growth potential. The Fund is fully invested.
RISKS OF INVESTMENT STRATEGIES
See "Risks of investing in the funds" later in this prospectus, for information
on the risks associated with an investment in the Funds generally, and in the
AllianceBernstein Mid Cap Growth Fund specifically. Note, however, that due to
the AllianceBernstein Mid Cap Growth Fund's investment policies, this Fund
provides greater growth potential and greater risk than the AllianceBernstein
Growth Equity and AllianceBernstein Balanced Funds. As a result, you should
consider limiting the amount allocated to this Fund, particularly as you near
retirement.
THE ALLIANCEBERNSTEIN BALANCED FUND
OBJECTIVES
The Balanced Account ("the Portfolio") seeks to achieve both appreciation of
capital and current income through investment in a diversified Portfolio of
publicly traded common stocks, equity-type securities, debt securities and
short-term money-market instruments.
Investment options 13
The Balanced Portfolio will include allocations to three sub-portfolios: Global
Structured Equity, US Core Fixed Income and Cash.
INVESTMENT STRATEGIES
The Global Structured Equity sub-portfolio's objective is to deliver consistent
excess returns driven by intensive company research combined with a disciplined
portfolio construction process focused on risk control. The sub-portfolio
targets long-term growth of capital and to outperform the Morgan Stanley
Capital International (MSCI) World Index over any three year period.
The Global Structured Equity sub-portfolio invests primarily in equity and
equity type securities (such as convertible bonds, convertible preferred and
warrants) by using a disciplined investment approach to identify attractive
investment candidates based on internally generated research. The Advisor's
global industry research analysts are responsible for a primary research
universe of companies that are primarily stocks in the MSCI World Index or
stocks with similar characteristics that meet the Advisor's investment
criteria. The analysts conduct in-depth research on these companies to uncover
the most attractive investment opportunities. The sub-portfolio is constructed
to maximize exposure to stocks selected by the Advisor's analysts and Portfolio
Managers. Individual security weights are a function of the analyst view,
ownership within other portfolios, volatility, correlation and index weight. It
may also hold securities to control risk and to limit the traditional sources
of risk such as style/theme exposures. The result is a combination of stocks in
the sub-portfolio with fundamental characteristics, as well as country and
sector weightings that approximate those of the benchmark. The sub-portfolio
primarily invests its assets in countries included in the MSCI World Index,
however the portfolio may not invest in Emerging Market securities that fall
into the MSCI Emerging Markets country definition. The sub-portfolio may also
utilize currency hedging through the use of currency forwards. For the currency
hedging process, the Advisor uses forward contracts that require the purchase
or delivery of a foreign currency at some future date. The price paid for the
contract is the current price of the foreign currency in U.S. dollars plus or
minus an adjustment based on the interest rate differential between the U.S.
dollar and the foreign currency. This process utilizes the Advisor's currency
multi-factor expected return model based upon: interest rate differentials,
current account imbalances, convergence to purchasing-power parity and market
momentum. The strategy is implemented using optimization tools that explicitly
recognize the link between return potential and risk. The use of currency
forwards may only be used for currency hedging purposes. The use of cross
hedging may only be utilized with prior approval of AXA Equitable.
The US Core Fixed Income's sub-portfolio seeks to consistently add value
relative to the broad bond market and core fixed income managers through a
research driven, disciplined search for relative value opportunities across the
full range of fixed income market sectors. It is actively managed, seeking to
add value through a combination of sector and security-specific selections.
The Fixed Income process capitalizes on our firm's independent fundamental and
quantitative research to add value. The process begins with proprietary
expected return forecasts of our quantitative research team, which narrow the
investment universe and identify those sectors, securities, countries and
currencies that appear most/least attractive. These quantitative forecasts
enable us to prioritize the further in-depth analysis of our fundamental credit
and economic research teams. These fundamental research teams are focused on
forecasting credit and economic fundamentals which confirm or refute our
quantitative model findings.
Once the quantitative and fundamental forecasts have been made, our most senior
research and portfolio management professionals meet in "research review"
sessions where the forecasts are vetted with the goal of reconciling any
differences between quantitative and fundamental projections and determining
conviction level in each forecast, and identifying major themes to be
implemented in the portfolios. The US Core team then translates the final
research recommendations -- the output of the research review sessions -- into
an appropriate portfolio risk target (tracking error). The US Core Team budgets
this risk across the primary decisions (sector allocation, security selection
and yield curve structure) with the use of proprietary portfolio construction
tools.
The US Core Fixed Income sub-portfolio may invest in a wide variety of publicly
traded debt instruments. The sub-portfolio's non-money market securities will
consist primarily of publicly-traded securities issued or guaranteed by the
United States Government (such as U.S. Treasury securities) or its agencies
(such as the Government National Mortgage Association), or instrumentalities
(such as the Federal National Mortgage Association), US dollar-denominated
sovereign and corporate debt of developed and developing nations, including,
but not limited to, bank obligations, notes, asset-backed securities,
mortgage-related securities (includes agency and non-agency fixed, Adjustable
Rate Mortgage and hybrid pass-throughs, agency and non-agency Collateralized
Mortgage Obligation's, and dollar rolls), zero coupon bonds, preferred stock,
trust preferred securities and inflation protected securities. At the time in
which the account enters into a transaction involving potential economic
leverage (e.g., dollar roll transactions, when-issued securities, futures), the
Advisor will maintain cash or other liquid securities either on its records or
with the account's custodian, having an amount equal to or greater than the
market value of the position/commitment in question. In addition, the Advisor
will monitor the account on a periodic basis to ensure that adequate coverage
is maintained. It may also purchase 144A securities. The sub-portfolio may also
buy debt securities with equity features, such as conversion or exchange rights
or warrants for the acquisition of stock or participations based on revenues,
sales or profits. All such securities will be investment grade, at the time of
acquisition, i.e., rated BBB or higher by Standard & Poor's Corporation (S&P),
Baa or higher by Moody's Investor Services, Inc. (Moody's), BBB or higher by
Fitch or if unrated, will be of comparable investment quality. The
sub-portfolio may invest up to 10% of its assets in debt securities of
companies without substantial business in the United States. It may invest
directly in investment grade money market instruments. Cash equivalent
investments are defined as any security that has a maturity less than one year,
including repurchase agreements, in accordance with AXA Equitable guidelines.
Swap transactions are prohibited.
14 Investment options
The overall sub-portfolio duration is maintained approximately within 10% of
the Lehman Aggregate Bond Index. Focus is on efficiently constructing a neutral
duration rather than on substantially lengthening or shortening the absolute
duration level.
The Cash sub-portfolio may invest directly in investment-grade money market
instruments.
The portfolio may invest in cash equivalents in a commingled investment fund
managed by the Adviser.
ASSET ALLOCATION POLICIES
The Portfolio includes an asset allocation with a 60% weighting for equity
securities and a 40% weighting for debt securities (see chart below). This
asset allocation, which has been adapted to AXA Equitable specifications, is
summarized below. The Advisor will allow the relative weightings of the
Portfolio's debt and equity components to vary in response to markets, but
ordinarily only by +/- 3% of the portfolio. Beyond those ranges, the Advisor
may generally rebalance the Portfolio toward the targeted asset allocation, in
line with AXA Equitable specifications. However, under extraordinary
circumstances, when the Advisor believes that conditions favoring one
investment style are compelling, the ranges may expand to 10% of the Portfolio,
with AXA Equitable's prior consent. Furthermore, the Advisor reserves the right
to modify the rebalancing targets which are based on the Advisor's current
quantitative research, should prevailing market conditions and other factors
necessitate.
-------------------------------------------------------------------
Allocation AXA Equitable's
Portfolio Type Sub-Portfolio Portfolio Specified Target
-------------------------------------------------------------------
Global Equity Global Structured Equity 60%
-------------------------------------------------------------------
Total fixed and 40%
money market instruments
o Fixed o 35%-US Core Fixed Income
o Money market o 5%-Cash
instruments
-------------------------------------------------------------------
RISKS OF INVESTMENT STRATEGIES
See "Risks of investing in the Funds", below, for information on the risks
associated with an investment in the funds generally, and in the
AllianceBernstein Balanced Fund specifically.
INVESTMENT MANAGER
We manage the AllianceBernstein Growth Equity, AllianceBernstein Mid Cap Growth
and AllianceBernstein Balanced Funds. We currently use the personnel and
facilities of AllianceBernstein L.P. ("AllianceBernstein") for portfolio
management, securities selection and transaction services. We are the
majority-owners of AllianceBernstein, a limited partnership. We and
AllianceBernstein are each registered investment advisers under the Investment
Advisers Act of 1940.
AllianceBernstein acts as investment adviser to various separate accounts of
AXA Equitable and other affiliated insurance companies. AllianceBernstein also
provides investment management and advisory services to mutual funds, endowment
funds, insurance companies, foreign entities, qualified and non-tax qualified
corporate funds, public and private pension and profit-sharing plans,
foundations and tax-exempt organizations. The following portfolio managers are
primarily responsible for the day-to-day management of the portfolios:
--------------------------------------------------------------------------------
Portfolio Business experience
Fund Manager for past 5 years
--------------------------------------------------------------------------------
AllianceBernstein Growth Alan Levi Portfolio manager at
Equity Fund AllianceBernstein since 1995.
--------------------------------------------------------------------------------
AllianceBernstein Mid Cap Catherine Wood Portfolio manager at
Growth Fund AllianceBernstein since 2001.
--------------------------------------------------------------------------------
AllianceBernstein Balanced Alison Martier Portfolio Manager at
Fund AllianceBernstein since 1993
Shawn Keegan Portfolio Manager at
AllianceBernstein since 2001
Greg Wilensky Portfolio Manager at
AllianceBernstein since 1996
Joshua Lisser Portfolio Manager at
AllianceBernstein since 1992
Seth Masters Portfolio Manager at
AllianceBernstein since 1995
Thomas Fontaine Portfolio Manager at
AllianceBernstein since 2003
Chris Nikolich Portfolio Manager at
AllianceBernstein since 1997
--------------------------------------------------------------------------------
The SAI provides additional information about the portfolio managers including
compensation, other accounts managed and ownership of securities in the fund.
As of December 31, 2006, AllianceBernstein had total assets under management of
$717 billion. AllianceBernstein's main office is located at 1345 Avenue of the
Americas, New York, New York 10105.
The Investment Committee of our Board of Directors must authorize or approve
the securities held in the AllianceBernstein Growth Equity, AllianceBernstein
Mid Cap Growth and AllianceBernstein Balanced Funds. Subject to the Investment
Committee's broad supervisory authority, our investment officers and managers
have complete discretion over the assets of these Funds and have been given
discretion as to sales and, within specified limits, purchases of stocks, other
equity securities and certain debt securities. When an investment opportunity
arises that is consistent with the objectives of more than one account, we
allocate investment opportunities among accounts in an impartial manner based
on certain factors such as investment objective and current investment and cash
positions.
PORTFOLIO HOLDINGS POLICY FOR THE POOLED SEPARATE ACCOUNTS
A description of the policies and procedures with respect to disclosure of the
portfolio securities of the AllianceBernstein Balanced Fund, the
AllianceBernstein Growth Equity Fund and the AllianceBernstein Mid Cap Growth
Fund is available in the SAI. Generally, portfolio information is available 15
days after the month end free of charge by calling 1 (866) 642-3127.
THE TRUSTS
The Trusts are registered under the Investment Company Act of 1940. They are
classified as "open-end management investment companies," more commonly called
mutual funds. Each Trust issues different shares relating to each portfolio.
The Trusts do not impose sales charges or "loads" for buying and selling their
shares. All dividends and other distributions on Trust shares are reinvested in
full. The Board of Trustees of each Trust may establish additional portfolios
or eliminate existing portfolios at any time. More
Investment options 15
detailed information about each Trust, its portfolio investment objectives,
policies, restrictions, risks, expenses, its Rule 12b-1 Plan relating to its
Class IB/B shares and other aspects of its operations, appears in the
prospectuses for each Trust, which are attached at the end of this prospectus
or in their respective SAIs, which are available upon request.
The AXA Aggressive Allocation Fund, AXA Conservative Allocation Fund, AXA
Conservative-Plus Allocation Fund**, AXA Moderate Allocation Fund, AXA
Moderate-Plus Allocation Fund**, Multimanager Technology Fund*, Target 2015
Allocation Fund, Target 2025 Allocation Fund, Target 2035 Allocation Fund,
Target 2045 Allocation Fund, EQ/AllianceBernstein Intermediate Government
Securities Fund, EQ/AllianceBernstein International Fund, EQ/AllianceBernstein
Value Fund, EQ/Calvert Socially Responsible Fund, EQ/Capital Guardian
International Fund*, EQ/Capital Guardian Research Fund, EQ/Capital Guardian
U.S. Equity Fund*, EQ/Equity 500 Index Fund, EQ/FI Mid Cap Value Fund*,
EQ/GAMCO Small Company Value Fund, EQ/MFS Emerging Growth Companies Fund*,
EQ/PIMCO Real Return Fund, EQ/Small Company Index Fund and EQ/Van Kampen
Emerging Markets Equity Fund invest in corresponding portfolios of the Trusts.
The investment results you will experience in any one of those investment funds
will depend on the investment performance of the corresponding portfolios.
*Please see "Portfolios of the Trusts" in "Investment Options" in this
Prospectus for changes affecting these investment options.
**This investment option will be available on or about July 1, 2007, subject to
regulatory approval.
16 Investment options
PORTFOLIOS OF THE TRUSTS
The table below shows the names of the corresponding portfolios, their
investment objectives, and their advisers.
You should note that some Trust portfolios have objectives and strategies that
are substantially similar to those of certain retail funds that are purchased
directly rather than under a variable insurance product such as the Members
Retirement Program variable annuity. These funds may even have the same
manager(s) and/or a similar name. However, there are numerous factors that can
contribute to differences in performance between two investments, particularly
over short periods of time. Such factors include the timing of stock purchases
and sales; differences in fund cash flows; and specific strategies employed by
the portfolio manager.
The AXA Allocation Portfolios offer participants a convenient opportunity to
invest in other portfolios that are managed and have been selected for
inclusion in the AXA Allocation Portfolios by AXA Equitable. AXA Equitable may
promote the benefits of such portfolios to participants and/or suggest,
incidental to the sale of this contract, that participants consider whether
allocating some or all of their account value to such portfolios is consistent
with their desired investment objectives. In doing so, AXA Equitable may be
subject to conflicts of interest insofar as AXA Equitable may derive greater
revenues from the AXA Allocation Portfolios than certain other portfolios
available to you under your contract. In addition, the AXA Allocation
Portfolios may enable AXA Equitable to more efficiently manage AXA Equitable's
financial risks associated with certain guaranteed features including those
optional benefits that restrict allocations to the AXA Allocation Portfolios.
Please see "Allocating Program contributions" in "The Program" for more
information about your role in managing your allocations.
AXA Equitable serves as the investment manager of the Portfolios of AXA Premier
VIP Trust and EQ Advisors Trust. AXA Equitable has entered into sub-advisory
agreements with investment advisers (the "sub-advisers") to carry out the
day-to-day investment decisions for the portfolios. As such, AXA Equitable
oversees the activities of the sub-advisers with respect to the Trusts and is
responsible for retaining or discontinuing the services of those sub-advisers.
The chart below indicates the sub-adviser(s) for each portfolio.
[Enlarge/Download Table]
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AXA Premier VIP Trust
Portfolio Name* Objective Sub-Adviser(s)
----------------------------------------------------------------------------------------------------------------------------
AXA AGGRESSIVE ALLOCATION Seeks long-term capital appreciation. o AXA Equitable
----------------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE Seeks a high level of current income. o AXA Equitable
ALLOCATION
----------------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE-PLUS Seeks current income and growth of capital, with a o AXA Equitable
ALLOCATION** greater emphasis on current income.
----------------------------------------------------------------------------------------------------------------------------
AXA MODERATE ALLOCATION Seeks long-term capital appreciation and current o AXA Equitable
income.
----------------------------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS Seeks long-term capital appreciation and current o AXA Equitable
ALLOCATION** income, with a greater emphasis on capital
appreciation.
----------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER TECHNOLOGY(1) Long-term growth of capital. o Firsthand Capital Management, Inc.
o RCM Capital Management LLC
o Wellington Management Company, LLP
----------------------------------------------------------------------------------------------------------------------------
TARGET 2015 ALLOCATION Seeks the highest total return over time consistent o AXA Equitable
with its asset mix. Total return includes capital growth
and income.
----------------------------------------------------------------------------------------------------------------------------
TARGET 2025 ALLOCATION Seeks the highest total return over time consistent o AXA Equitable
with its asset mix. Total return includes capital growth
and income.
----------------------------------------------------------------------------------------------------------------------------
TARGET 2035 ALLOCATION Seeks the highest total return over time consistent o AXA Equitable
with its asset mix. Total return includes capital growth
and income.
----------------------------------------------------------------------------------------------------------------------------
TARGET 2045 ALLOCATION Seeks the highest total return over time consistent o AXA Equitable
with its asset mix. Total return includes capital growth
and income.
----------------------------------------------------------------------------------------------------------------------------
Investment options 17
[Enlarge/Download Table]
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EQ Advisors Trust
Portfolio Name Objective Sub-adviser(s)
----------------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN Seeks to achieve high current income consistent with o AllianceBernstein L.P.
INTERMEDIATE GOVERNMENT relative stability of principal.
SECURITIES
----------------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN Seeks to achieve long-term growth of capital. o AllianceBernstein L.P.
INTERNATIONAL
----------------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN VALUE Seeks capital appreciation. o AllianceBernstein L.P.
----------------------------------------------------------------------------------------------------------------------------
EQ/CALVERT SOCIALLY Seeks long-term capital appreciation. o Calvert Asset Management Company,
RESPONSIBLE Inc.
o Bridgeway Capital Management, Inc.
----------------------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN To achieve long-term growth of capital. o Capital Guardian Trust Company
INTERNATIONAL+
----------------------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company
RESEARCH
----------------------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN U.S. Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company
EQUITY++
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EQ/EQUITY 500 INDEX Seeks a total return before expenses that approximates o AllianceBernstein L.P.
the total return performance of the S&P 500 Index,
including reinvestment of dividends, at a risk level
consistent with that of the S&P 500 Index.
----------------------------------------------------------------------------------------------------------------------------
EQ/FI MID CAP VALUE+ Seeks long-term capital appreciation. o Fidelity Management & Research
Company
----------------------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL COMPANY Seeks to maximize capital appreciation. o GAMCO Asset Management Inc.
VALUE FUND
----------------------------------------------------------------------------------------------------------------------------
EQ/MFS EMERGING GROWTH Seeks to provide long-term capital growth. o MFS Investment Management
COMPANIES+
----------------------------------------------------------------------------------------------------------------------------
EQ/PIMCO REAL RETURN FUND Seeks maximum real return consistent with o Pacific Investment Management
preservation of real capital and prudent investment Company,LLC
management.
----------------------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY INDEX Seeks to replicate as closely as possible (before the o AllianceBernstein L.P.
deduction of portfolio expenses) the total return of
the Russell 2000 Index.
----------------------------------------------------------------------------------------------------------------------------
EQ/VAN KAMPEN EMERGING Seeks long-term capital appreciation. o Morgan Stanley Investment
MARKETS EQUITY FUND Management, Inc
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(*) This portfolio information reflects the portfolio's name change effective on
or about May 29, 2007, subject to regulatory approval. The chart below
reflects the portfolio's name in effect, until on or about May 29, 2007. The
number in the "FN" column corresponds with the number contained in the table
above.
---------------------------------------------------
FN Portfolio Name until May 29, 2007
---------------------------------------------------
(1) AXA Premier VIP Technology
---------------------------------------------------
(**) This investment option will be available on or about July 1, 2007, subject
to regulatory approval.
+ This investment option's name, investment objective and sub-adviser will
change on or about May 29, 2007, subject to regulatory approval. See the
supplement included with this prospectus for more information.
++ Please see the supplement included with this Prospectus regarding the
planned merger of this Portfolio.
You should consider the investment objectives, risks, and charges and expenses
of the Portfolios carefully before investing. The prospectuses for the
Portfolios contain this and other important information about the Portfolios.
The prospectuses should be read carefully before investing.
18 Investment options
RISKS OF INVESTING IN THE FUNDS
All of the Funds invest in securities of one type or another. You should be
aware that any investment in securities carries with it a risk of loss, and you
could lose money investing in the Funds. The different investment objectives
and policies of each Fund may affect the return of each Fund and the risks
associated with an investment in that Fund.
Additionally, market and financial risks are inherent in any securities
investment. By market risks, we mean factors which do not necessarily relate to
a particular issuer, but affect the way markets, and securities within those
markets, perform. Market risks can be described in terms of volatility, that
is, the range and frequency of market value changes. Market risks include such
things as changes in interest rates, general economic conditions and investor
perceptions regarding the value of debt and equity securities. By financial
risks we mean factors associated with a particular issuer which may affect the
price of its securities, such as its competitive posture, its earnings and its
ability to meet its debt obligations.
The risk factors associated with an investment in the AllianceBernstein Growth
Equity, AllianceBernstein Mid Cap Growth and AllianceBernstein Balanced Funds
are described below. See the SAI for additional information regarding certain
investment techniques used by these Funds. See the applicable Trust prospectus
for risks and factors and investment techniques associated with an investment
in the AXA Aggressive Allocation Fund, AXA Conservative Allocation Fund, AXA
Conservative-Plus Allocation Fund**, AXA Moderate Allocation Fund, AXA
Moderate-Plus Allocation Fund**, Multimanager Technology Fund*, Target 2015
Allocation Fund, Target 2025 Allocation Fund, Target 2035 Allocation Fund,
Target 2045 Allocation Fund, EQ/AllianceBernstein Intermediate Government
Securities Fund, EQ/AllianceBernstein International Fund, EQ/AllianceBernstein
Value Fund, EQ/Calvert Socially Responsible Fund, EQ/Capital Guardian
International Fund*, EQ/Capital Guardian Research Fund, EQ/Capital Guardian
U.S. Equity Fund*, EQ/Equity 500 Index Fund, EQ/FI Mid Cap Value Fund*,
EQ/GAMCO Small Company Value Fund, EQ/MFS Emerging Growth Companies Fund*,
EQ/PIMCO Real Return Fund, EQ/Small Company Index Fund and EQ/Van Kampen
Emerging Markets Equity Fund.
*Please see "Portfolios of the Trusts" in "Investment Options" in this
Prospectus for changes affecting these investment options.
**This investment option will be available on or about July 1, 2007, subject to
regulatory approval.
Important factors associated with an investment in the AllianceBernstein Growth
Equity, AllianceBernstein Mid Cap Growth and AllianceBernstein Balanced Funds
are discussed below.
COMMON STOCK. Investing in common stocks and related securities involves the
risk that the value of the stocks or related securities purchased will
fluctuate. These fluctuations could occur for a single company, an industry, a
sector of the economy, or the stock market as a whole. These fluctuations could
cause the value of the Fund's investments -- and, therefore, the value of the
Fund's units -- to fluctuate.
SECURITIES OF MEDIUM AND SMALLER SIZED COMPANIES. The AllianceBernstein Mid Cap
Growth Fund invests primarily in the securities of medium sized companies. The
AllianceBernstein Growth Equity and AllianceBernstein Balanced Funds may also
make these investments, as well as investments in smaller sized companies. The
securities of small and medium sized, less mature, lesser known companies
involve greater risks than those normally associated with larger, more mature,
well-known companies. Therefore, consistent earnings may not be as likely in
small companies as in large companies.
The Funds also run a risk of increased and more rapid fluctuations in the value
of their investments in securities of small or medium sized companies. This is
due to the greater business risks of small size and limited product lines,
markets, distribution channels, and financial and managerial resources.
Historically, the price of small (less than $1 billion) and medium (between $1
and $15 billion) capitalization stocks and stocks of recently organized
companies have fluctuated more than the larger capitalization stocks and the
overall stock market. One reason is that small- and medium-sized companies have
a lower degree of liquidity in the markets for their stocks.
NON-EQUITY SECURITIES. Investing in non-equity securities, such as bonds and
debentures, involves the risk that the value of these securities held by the
AllianceBernstein Growth Equity and AllianceBernstein Balanced Funds -- and,
therefore, the value of the Fund's units -- will fluctuate with changes in
interest rates (interest rate risk) and the perceived ability of the issuer to
make interest or principal payments on time (credit risk). Moreover,
convertible securities which may be in the AllianceBernstein Growth Equity,
AllianceBernstein Mid Cap Growth, and AllianceBernstein Balanced Funds, such as
convertible preferred stocks or convertible debt instruments, contain both debt
and equity features, and may lose significant value in periods of extreme
market volatility.
FOREIGN INVESTING. Investing in securities of foreign companies that may not do
substantial business in the U.S. involves additional risks, including risk of
loss from changes in the political or economic climate of the countries in
which these companies do business. Foreign currency fluctuations, exchange
controls or financial instability could cause the value of the
AllianceBernstein Growth Equity, AllianceBernstein Mid Cap Growth and
AllianceBernstein Balanced Funds' foreign investments to fluctuate.
Additionally, foreign accounting, auditing and disclosure standards may differ
from domestic standards, and there may be less regulation in foreign countries
of stock exchanges, brokers, banks, and listed companies than in the United
States. As a result, the Funds' foreign investments may be less liquid and
their prices may be subject to greater fluctuations than comparable investments
in securities of U.S. issuers.
RESTRICTED SECURITIES. Investing in restricted securities involves additional
risks because these securities generally (1) are less liquid than
non-restricted securities and (2) lack readily available market quotations.
Accordingly, the AllianceBernstein Mid Cap Growth and AllianceBernstein
Balanced Funds may be unable to quickly sell their restricted security holdings
at fair market value.
The following discussion describes investment risks unique to either the
AllianceBernstein Growth Equity Fund, AllianceBernstein Mid Cap Growth Fund or
the AllianceBernstein Balanced Fund.
INVESTMENT CONCENTRATION. Concentrating the AllianceBernstein Growth Equity
Fund's equity holdings in the stocks of a few companies
Investment options 19
increases the risk of loss, because a decline in the value of one of these
stocks would have a greater impact on the Fund. As of December 31, 2006, the
Fund held 18.1% of its net assets in the stocks of four issuers. See Separate
Account No. 4 (Pooled) Statement of Investments and Net Assets in the SAI.
INVESTMENT POLICIES. Due to the AllianceBernstein Mid Cap Growth Fund's
investment policies, this Fund provides greater growth potential and may have
greater risk than other equity offerings. As a result, you should consider
limiting the amount allocated to this Fund, particularly as you near
retirement.
DEBT SECURITIES SUBJECT TO PREPAYMENT RISKS. Mortgage-related securities and
certain collateralized mortgage obligations, asset-backed securities and other
debt instruments in which the AllianceBernstein Balanced Fund may invest are
subject to prepayments prior to their stated maturity. The Fund, however, is
unable to accurately predict the rate at which prepayments will be made, as
that rate may be affected, among other things, by changes in generally
prevailing market interest rates. If prepayments occur, the Fund suffers the
risk that it will not be able to reinvest the proceeds at as high a rate of
interest as it had previously been receiving. Also, the Fund will incur a loss
to the extent that prepayments are made for an amount that is less than the
value at which the security was then being carried by the fund. Moreover,
securities that may be prepaid tend to increase in value less during times of
declining interest rates, and to decrease in value more during times of
increasing interest rates, than do securities that are not subject to
prepayment.
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. The AllianceBernstein Balanced
Fund may purchase and sell securities on a when-issued or delayed delivery
basis. In these transactions, securities are purchased or sold by a Fund with
payment and delivery taking place in the future in order to secure what is
considered to be an advantageous price or yield to the Fund at the time of
entering into the transaction. The Fund will sell on a forward settlement basis
only securities it owns or has the right to acquire.
HEDGING TRANSACTIONS The AllianceBernstein Balanced Fund may engage in
transactions which are designed to protect against potential adverse price
movements in securities owned or intended to be purchased by the Fund.
ADDITIONAL INFORMATION ABOUT THE FUNDS
CHANGE OF INVESTMENT OBJECTIVES
We can change the investment objectives of the AllianceBernstein Growth Equity,
AllianceBernstein Mid Cap Growth and AllianceBernstein Balanced Funds if the
New York State Insurance Department approves the change.
The investment objectives of the portfolios of the Trusts may be changed by the
Board of Trustees of the applicable Trust without the approval of shareholders.
(See "Voting rights" below.)
VOTING RIGHTS
No voting rights apply to any of the separate accounts or to the Guaranteed
Options. We do, however, have the right to vote shares of the Trusts held by
the funds.
If a Trust holds a meeting of shareholders, we will vote the shares of the
Trust's portfolios allocated to the corresponding Funds in accordance with
instructions received from employers, participants or trustees, as the case may
be. Shares will be voted in proportion to the voter's interest in the Funds
holding the shares as of the record date for the shareholders meeting. We will
vote the shares for which no instructions have been received in the same
proportion as we vote shares for which we have received instructions.
Employers, participants or trustees will receive: (1) periodic reports relating
to each Trust and (2) proxy materials, together with a voting instruction form,
in connection with shareholder meetings.
Currently, we control the Trusts. The Trusts' shares are held by other separate
accounts of ours and by separate accounts of insurance companies unaffiliated
with us. We generally will vote shares held by these separate accounts which
will generally be voted according to the instructions of the owners of
insurance policies and contracts funded through those separate accounts, thus
diluting the effect of your voting instructions.
THE GUARANTEED OPTIONS
We offer three different guaranteed options:
o two Guaranteed Rate Accounts (GRAs), and
o our Money Market Guarantee Account.
We guarantee the amount of your contributions to the guaranteed options and the
interest credited. Contributions to the guaranteed options become part of our
general account, which supports all of our insurance and annuity guarantees as
well as our general obligations. The general account, as part of our insurance
and annuity operations, is subject to regulation and supervision by the
Insurance Department of the State of New York and to insurance laws and
regulations of all jurisdictions in which we are authorized to do business.
Your investment in a guaranteed option is not regulated by the Securities and
Exchange Commission, and the following discussion about the guaranteed options
has not been reviewed by the staff of the SEC. The discussion, however, is
subject to certain generally applicable provisions of the federal securities
laws relating to the accuracy and completeness of the statements made.
GUARANTEED RATE ACCOUNTS
We offer a GRA that matures in three years (3-year GRA) and a GRA that matures
in five years (5-year GRA). Your contributions to the GRAs earn the guaranteed
interest rate then in effect when your contribution is credited to your plan
account. The interest rate is expressed as an effective annual rate, reflecting
daily compounding and the deduction of applicable asset-based fees. See
"Charges and expenses" later in this prospectus.
You can make new contributions or transfer amounts from other investment
options to a GRA at the current guaranteed rate at any time. New guaranteed
rates are offered each Wednesday and are available for a seven-day period. You
may call AIMS or access our Website to obtain our current GRA rates. You earn
interest from the day after your contribution or transfer is credited through
the maturity
20 Investment options
date of the GRA. See "Maturing GRAs" in the SAI for more information. The
amount of your contribution and interest that is guaranteed is subject to any
penalties applicable upon premature withdrawal. See "Premature withdrawals and
transfers from a GRA" in the SAI.
RESTRICTIONS ON WITHDRAWALS AND TRANSFERS
o You may not transfer from one GRA to another or from a GRA to another
investment option except at maturity.
o You may transfer other amounts at any time to a GRA at the current
guaranteed rate.
o Withdrawals may be made from a GRA before maturity if: you are disabled; you
attain age 70-1/2; you die; or you are not self-employed and your employment
is terminated.
o You may not remove GRA funds before maturity to take a loan, hardship or
other in-service withdrawal, as a result of a trustee-to-trustee transfer,
or to receive benefits from a terminated plan.
o Certain other withdrawals prior to maturity are permitted, but may be
subject to penalty. See "Procedures for withdrawals, distributions and
transfers from a GRA" in the SAI.
MONEY MARKET GUARANTEE ACCOUNT
All contributions to the Money Market Guarantee Account earn the same rate of
interest. The rate changes monthly and is expressed as an effective annual
rate, reflecting daily compounding and the deduction of applicable asset-based
fees and charges. The rate will approximate current market rates for money
market mutual funds minus these fees. You may call AIMS or access our website
to obtain the current monthly rate. On January 1 each year we set an annual
minimum rate for this Account. The minimum guaranteed interest rate for 2007 is
2.50% (before fees).
Contributions may be made at any time and will earn the current rate from the
day after the contribution is credited through the end of the month or, if
earlier, the day of transfer or withdrawal. Your balance in the Money Market
Guarantee Account at the end of the month automatically begins receiving
interest at the new rate until transferred or withdrawn.
DISTRIBUTIONS, WITHDRAWALS, AND TRANSFERS. You may effect distributions,
withdrawals and transfers, without penalty, at any time permitted under your
plan. We do not impose penalties on distributions, withdrawals or transfers.
Investment options 21
2. How we value your account balance in the Funds
--------------------------------------------------------------------------------
FOR AMOUNTS IN THE FUNDS
When you invest in a Fund, your contribution or transfer is used to purchase
"units" of that Fund. The unit value on any day reflects the value of the
Fund's investments for the day and the charges and expenses we deduct from the
Fund. We calculate the number of units you purchase by dividing the amount you
invest by the unit value of the Fund as of the close of business on the day we
receive your contribution or transfer instruction.
On any given day, your account value in any Fund equals the number of the
Fund's units credited to your account, multiplied by that day's value for one
Fund unit. In order to take deductions from any Fund, we cancel units having a
value equal to the amount we need to deduct. Otherwise, the number of your Fund
units of any Fund does not change unless you make additional contributions,
make a withdrawal, effect a transfer, or request some other transaction that
involves moving assets into or out of that Fund option.
HOW WE DETERMINE THE UNIT VALUE
We determine the Unit Value at the end of each business day. The Unit Value for
each Fund is determined by first calculating a gross unit value reflecting only
investment performance and then adjusting it for Program expenses to obtain the
Fund Unit Value. We calculate the gross unit value by multiplying the gross
unit value for the preceding business day by the net investment factor for that
subsequent business day and, for the AllianceBernstein Growth Equity,
AllianceBernstein Mid Cap Growth and AllianceBernstein Balanced Funds, then
deducting audit and custodial fees. We calculate the net investment factor as
follows:
o First, we take the value of the Fund's assets at the close of business on
the preceding business day.
o Next, we add the investment income and capital gains, realized and
unrealized, that are credited to the assets of the Fund during the business
day for which we are calculating the net investment factor.
o Then we subtract the capital losses, realized and unrealized, charged to the
Fund during that business day.
o Finally, we divide this amount by the value of the Fund's assets at the
close of the preceding business day.
The Fund Unit Value is calculated on every business day by multiplying the Fund
Unit Value for the last business day of the previous month by the net change
factor for that business day. The net change factor for each business day is
equal to (a) minus (b) where:
(a) is the gross unit value for that business day divided by the gross unit
value for the last business day of the previous month; and
(b) is the charge to the Fund for that month for the daily accrual of fees and
expenses times the number of days since the end of the preceding month.
The value of the investments that Separate Account 66 has in the AXA Aggressive
Allocation Fund, AXA Conservative Allocation Fund, AXA Conservative-Plus
Allocation Fund**, AXA Moderate Allocation Fund, AXA Moderate-Plus Allocation
Fund**, Multimanager Technology Fund*, Target 2015 Allocation Fund, Target 2025
Allocation Fund, Target 2035 Allocation Fund, Target 2045 Allocation Fund,
EQ/AllianceBernstein Intermediate Government Securities, EQ/AllianceBernstein
International, EQ/AllianceBernstein Value, EQ/Calvert Socially Responsible,
EQ/Capital Guardian International*, EQ/Capital Guardian Research, EQ/Capital
Guardian U.S. Equity*, EQ/Equity 500 Index, EQ/FI Mid Cap Value*, EQ/GAMCO
Small Company Value Fund, EQ/MFS Emerging Growth Companies*, EQ/PIMCO Real
Return Fund, EQ/Small Company Index and EQ/Van Kampen Emerging Markets Equity
Fund is calculated by multiplying the number of shares held by Separate Account
No. 66 in each portfolio by the net asset value per share of that portfolio
determined as of the close of business on the same day as the respective Unit
Values of each of the foregoing Funds are determined.
* Please see "Portfolios of the Trusts" in "Investment Options" in this
Prospectus for changes affecting these investment options.
** This investment option will be available on or about July 1, 2007, subject
to regulatory approval.
HOW WE VALUE THE ASSETS OF THE FUNDS
The assets of the AllianceBernstein Growth Equity, AllianceBernstein Mid Cap
Growth and AllianceBernstein Balanced Funds are valued as follows:
o Common stocks listed on national securities exchanges are valued at the last
sale price. If on a particular day there is no sale, the stocks are valued
at the latest available bid price reported on a composite tape. Other
unlisted securities reported on the NASDAQ Stock Exchange are valued at
inside (highest) quoted bid prices.
o Foreign securities not traded directly, or in ADR form, in the United
States, are valued at the last sale price in the local currency on an
exchange in the country of origin. Foreign currency is converted into
dollars at current exchange rates.
o United States Treasury securities and other obligations issued or guaranteed
by the United States Government, its agencies or instrumentalities are
valued at representative quoted prices.
o Long-term publicly traded corporate bonds (i.e., maturing in more than one
year) are valued at prices obtained from a bond pricing service of a major
dealer in bonds when such prices are available; however, in circumstances
where it is deemed appropriate to do so, an over-the-counter or exchange
quotation may be used.
o Convertible preferred stocks listed on national securities exchanges are
valued at their last sale price or, if there is no sale, at the latest
available bid price.
22 How we value your account balance in the Funds
o Convertible bonds and unlisted convertible preferred stocks are valued at
bid prices obtained from one or more major dealers in such securities; where
there is a discrepancy between dealers, values may be adjusted based on
recent premium spreads to the underlying common stock.
o Short-term debt securities that mature in more than 60 days are valued at
representative quoted prices. Short-term debt securities that mature in 60
days or less are valued at amortized cost, which approximates market value.
o Option contracts listed on organized exchanges are valued at last sale
prices or closing asked prices, in the case of calls, and at quoted bid
prices, in the case of puts. The market value of a put or call will usually
reflect, among other factors, the market price of the underlying security.
When a Fund writes a call option, an amount equal to the premium received by
the Fund is included in the Fund's financial statements as an asset and an
equivalent liability. The amount of the liability is subsequently
marked-to-market to reflect the current market value of the option written.
The current market value of a traded option is the last sale price or, in
the absence of a sale, the last offering price. When an option expires on
its stipulated expiration date or a Fund enters into a closing purchase or
sales transaction, the Fund realizes a gain or loss without regard to any
unrealized gain or loss on the underlying security, and the liability
related to such option is extinguished. When an option is exercised, the
Fund realizes a gain or loss from the sale of the underlying security, and
the proceeds of the sale are increased by the premium originally received,
or reduced by the price paid for the option.
FAIR VALUATION
For the Pooled Separate Accounts, securities and other assets for which market
quotations are not readily available (or for which market quotations may not be
reliable) are valued at their fair value under the direction of our investment
officers in accordance with accepted accounting practices and applicable laws
and regulations. Market quotations may not be readily available or reliable if,
for example, trading has been halted in the particular security; the security
does not trade for an extended period of time; or a trading limit has been
imposed.
For the Funds offered under Separate Account No. 66, securities and other
assets for which market quotations are not readily available (or for which
market quotations may not be reliable) are valued at their fair value under
policies and procedures established by the Trusts. For more information, please
see the prospectus for the applicable Trust.
The effect of fair value pricing is that securities may not be priced on the
basis of quotations from the primary market in which they are traded, but
rather may be priced by another method deemed to reflect fair value. Such a
policy is intended to assure that the net asset value of a separate account or
fund fairly reflects security values as of the time of pricing.
OTHER FUNDS. For those Funds that invest in corresponding Portfolios of AXA
Premier VIP Trust and EQ Advisors Trust (the "Trusts"), the asset value of each
Portfolio is computed on a daily basis. See the prospectus for the Trust for
information on valuation methodology used by the corresponding Portfolios.
How we value your account balance in the Funds 23
3. Transfers and access to your account
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TRANSFERS AMONG INVESTMENT OPTIONS
You may transfer some or all of your amounts among the investment options if
you participate in the Members Retirement Plan or the Volume Submitter Plan
(together, the "Plans"). Participants in other plans may make transfers as
allowed by the plan.
No transfers from the GRAs to other investment options are permitted prior to
maturity. Transfers to the GRAs, and to or from the Money Market Guarantee
Account and the AllianceBernstein Growth Equity, AllianceBernstein Mid Cap
Growth and AllianceBernstein Balanced Funds, are permitted at any time.
Transfers from remaining Funds are permitted at any time except if there is any
delay in redemptions from the corresponding portfolio of the Trusts.
Please see "Allocating Program contributions" in "The Program" for more
information about your role in managing your allocations.
DISRUPTIVE TRANSFER ACTIVITY
You should note that the contract is not designed for professional "market
timing" organizations, or other organizations or individuals engaging in a
market timing strategy. The contract is not designed to accommodate programmed
transfers, frequent transfers or transfers that are large in relation to the
total assets of the Fund or the underlying portfolio.
Frequent transfers, including market timing and other program trading or
short-term trading strategies, may be disruptive to the Funds or the underlying
portfolios. Disruptive transfer activity may adversely affect performance and
the interests of long-term investors by requiring a Fund or portfolio to
maintain larger amounts of cash or to liquidate portfolio holdings at a
disadvantageous time or price. For example, when market timing occurs, a Fund
or portfolio may have to sell its holdings to have the cash necessary to redeem
the market timer's investment. This can happen when it is not advantageous to
sell any securities, so investment performance may be hurt. When large dollar
amounts are involved, market timing can also make it difficult to use long-term
investment strategies because a Fund or portfolio cannot predict how much cash
it will have to invest. In addition, disruptive transfers or purchases and
redemptions of portfolio investments may impede efficient portfolio management
and impose increased transaction costs, such as brokerage costs, by requiring
the portfolio manager to effect more frequent purchases and sales of portfolio
securities. Similarly, a Fund or portfolio may bear increased administrative
costs as a result of the asset level and investment volatility that accompanies
patterns of excessive or short-term trading. Funds or portfolios that invest a
significant portion of their assets in foreign securities or the securities of
small- and mid-capitalization companies tend to be subject to the risks
associated with market timing and short-term trading strategies to a greater
extent than Funds or portfolios that do not. Securities trading in overseas
markets present time zone arbitrage opportunities when events affecting
portfolio securities values occur after the close of the overseas market but
prior to the close of the U.S. markets. Securities of small- and
mid-capitalization companies present arbitrage opportunities because the market
for such securities may be less liquid than the market for securities of larger
companies, which could result in pricing inefficiencies. The prospectuses for
the variable investment options provide more information on how portfolio
shares are priced.
We currently use the procedures described below to discourage disruptive
transfer activity. You should understand, however, that these procedures are
subject to the following limitations: (1) they rely on the policies and
procedures implemented by the underlying portfolios; (2) they do not eliminate
the possibility that disruptive transfer activity, including market timing,
will occur or that performance will be affected by such activity; and (3) the
design of market timing procedures involves inherently subjective judgments,
which we seek to make in a fair and reasonable manner consistent with the
interests of all contract owners.
We offer investment options with underlying portfolios that are part of the AXA
Premier VIP Trust and EQ Advisors Trust (the "trusts"). The trusts have adopted
policies and procedures regarding disruptive transfer activity. They discourage
frequent purchases and redemptions of portfolio shares and will not make
special arrangements to accommodate such transactions. They aggregate inflows
and outflows for each portfolio on a daily basis. On any day when a portfolio's
net inflows or outflows exceed an established monitoring threshold, the trust
obtains from us owner trading activity. The trusts currently consider transfers
into and out of (or vice versa) the same variable investment option within a
five business day period as potentially disruptive transfer activity. Each
trust reserves the right to reject a transfer that it believes, in its sole
discretion, is disruptive (or potentially disruptive) to the management of one
of its portfolios. Please see the prospectuses for the trusts for more
information.
When a contract owner is identified as having engaged in a potentially
disruptive transfer under the contract for the first time, a letter is sent to
the contract owner explaining that there is a policy against disruptive
transfer activity and that if such activity continues certain transfer
privileges may be eliminated. If and when the contract owner is identified a
second time as engaged in potentially disruptive transfer activity under the
contract, we currently prohibit the use of voice, fax and automated transaction
services. We currently apply such action for the remaining life of each
affected contract. We or a trust may change the definition of potentially
disruptive transfer activity, the monitoring procedures and thresholds, any
notification procedures, and the procedures to restrict this activity. Any new
or revised policies and procedures will apply to all contract owners uniformly.
We do not permit exceptions to our policies restricting disruptive transfer
activity.
For the Pooled Separate Accounts, the portfolio managers review aggregate cash
flows on a daily basis. If the portfolio managers consider transfer activity
with respect to an account to be disruptive, AXA Equitable reviews contract
owner trading activity to identify any
24 Transfers and access to your account
potentially disruptive transfer activity. AXA Equitable follows the same
policies and procedures identified in the previous paragraph. We may change
those policies and procedures, and any new or revised policies or procedures
will apply to all contract owners uniformly. We do not permit exceptions to our
policies restricting disruptive transfer activity.
It is possible that the trusts may impose a redemption fee designed to
discourage frequent or disruptive trading by contract owners. As of the date of
this prospectus, the trusts had implemented such a fee. If a redemption fee is
implemented by the trusts, that fee, like any other trust fee, will be borne by
the contract owner.
Contract owners should note that it is not always possible for us and the
trusts to identify and prevent disruptive transfer activity. Our ability to
monitor potentially disruptive transfer activity is limited in particular with
respect to certain group contracts. Group annuity contracts may be owned by
retirement plans that provide transfer instructions on an omnibus (aggregate)
basis, which may mask the disruptive transfer activity of individual plan
participants, and/or interfere with our ability to restrict communication
services. In addition, because we do not monitor for all frequent trading in
the trust portfolios at the separate account level, contract owners may engage
in frequent trading which may not be detected, for example due to low net
inflows or outflows on the particular day(s). Therefore, no assurance can be
given that we or the affiliated trusts will successfully impose restrictions on
all potentially disruptive transfers. Because there is no guarantee that
disruptive trading will be stopped, some contract owners/participants may be
treated differently than others, resulting in the risk that some contract
owners/participants may be able to engage in frequent transfer activity while
others will bear the effect of that frequent transfer activity. The potential
effects of frequent transfer activity are discussed above.
OUR ACCOUNT INVESTMENT MANAGEMENT SYSTEM ("AIMS") AND OUR INTERNET WEBSITE
Participants may use our automated AIMS or our internet website to transfer
between investment options, obtain account information, change the allocation
of future contributions and maturing GRAs and hear investment performance
information. To use AIMS, you must have a touch-tone telephone. We assign a
personal security code ("PSC") number to you after we receive your completed
enrollment form. Our internet website can be accessed at www.axa-
equitable.com/mrp.
We have established procedures to reasonably confirm the genuineness of
instructions communicated to us by telephone when using AIMS or by the internet
website. The procedures require personal identification information, including
your PSC number, prior to acting on telephone instructions, and providing
written confirmation of the transfers. Thus, we will not be liable for
following telephone instructions or internet instructions we reasonably believe
to be genuine.
We reserve the right to limit access to this service if we determine that you
are engaged in a market timing strategy (see "Disruptive transfer activity"
above).
A transfer request will be effective on the business day we receive the
request. We will confirm all transfers in writing.
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Generally our business day is any day the New York Stock Exchange is open for
trading, and generally ends at 4:00 p.m. Eastern Time. A business day does not
include a day we choose not to open due to emergency conditions. We may also
close early due to emergency conditions.
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PARTICIPANT LOANS
Participant loans are available if the employer plan permits them. Participants
must apply for a plan loan through the employer.
Loans are subject to restrictions under Federal tax laws and ERISA. Loan
packages containing all necessary forms, along with an explanation of how
interest rates are set, are available from our Account Executives. A loan may
not be taken from the Guaranteed Rate Accounts. If a participant is married,
written spousal consent may be required for a loan.
Generally, the loan amount will be transferred from the investment options into
a loan account. The participant must repay the amount borrowed with interest as
required by Federal income tax rules. If you fail to repay the loan when due,
the amount of the unpaid balance may be taxable and subject to additional
penalty taxes. Interest paid on a retirement plan loan is not deductible.
CHOOSING BENEFIT PAYMENT OPTIONS
The Program offers a variety of benefit payment options. If you are a
participant in an individually-designed plan, ask your employer for details.
Once you are eligible, your plan may allow you a choice of one or more of the
following forms of distribution:
o Installment Payments
o Qualified Joint and Survivor Annuity
o Joint and Survivor Annuity Options, some with optional Period Certain
o Life Annuity
o Life Annuity -- Period Certain
o Cash Refund Annuity
o Lump Sum Payment
All of these annuity options can be either fixed or variable except for the
Cash Refund Annuity and the Qualified Joint and Survivor Annuity which are
fixed options only.
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The amount of each payment in a fixed option remains the same. Variable option
payments change to reflect the investment performance of the AllianceBernstein
Growth Equity Fund.
--------------------------------------------------------------------------------
See "Types of benefits" in the SAI for detailed information regarding each of
the benefit payout options, and "Procedures for withdrawals, distributions and
transfers" in the SAI.
Transfers and access to your account 25
We provide the fixed and variable annuity options. Payments under variable
annuity options reflect investment performance of the AllianceBernstein Growth
Equity Fund.
The minimum amount that can be used to purchase any type of annuity is $5,000.
In most cases an annuity administrative charge of $350 will be deducted from
the amount used to purchase an annuity. If we give any group pension client
with a qualified plan a better annuity purchase rate than those currently
guaranteed under the Program, we will also make those rates available to
Program participants. The annuity administrative charge may be greater than
$350 in that case.
SPOUSAL CONSENT
If a participant is married and has an account balance greater than $5,000,
(except for amounts contributed to the Rollover Account) federal law generally
requires payment (subject to plan rules) of a Qualified Joint and Survivor
Annuity payable to the participant for life and then to the surviving spouse
for life, unless you and your spouse have properly waived that form of payment
in advance. Please see "Spousal consent requirements" under "Types of benefits"
in the SAI. Certain individually designed Plans are not subject to these
requirements.
BENEFITS PAYABLE AFTER THE DEATH OF A PARTICIPANT
Regardless of whether a participant's death occurs before or after your
Required Beginning Date, an individual death beneficiary calculates annual
post-death required minimum distribution payments based on the beneficiary's
life expectancy using the "term certain method." That is, he or she determines
his or her life expectancy using the IRS-provided life expectancy tables as of
the calendar year after the participant's death and reduces that number by one
each subsequent year.
If a participant dies before the entire benefit has been paid, the remaining
benefits will be paid to the participant's beneficiary. If a participant dies
before he or she is required to begin receiving benefits, the law generally
requires the entire benefit to be distributed no more than five years after
death. There are exceptions: (1) a beneficiary who is not the participant's
spouse may elect payments over his or her life or a fixed period which does not
exceed the beneficiary's life expectancy, provided payments begin within one
year of death, (2) if the benefit is payable to the spouse, the spouse may
elect to receive benefits over his or her life or a fixed period which does not
exceed his/her life expectancy beginning any time up to the date the
participant would have attained age 701/2 or, if later, one year after the
participant's death, or (3) the spouse may be able to roll over all or part of
the death benefit to a traditional individual retirement arrangement, an
annuity under Section 403(b) of the Code or a governmental employer plan under
Section 457 of the Code. If, at death, a participant was already receiving
benefits, the beneficiary must continue to receive benefits, subject to the
Federal income tax minimum distribution rules. To designate a beneficiary or to
change an earlier designation, a participant must have the employer send us a
beneficiary designation form. In some cases, the spouse must consent in writing
to a designation of any non-spouse beneficiary, as explained in "Spousal
Consent Requirements" under "Types of benefits" in the SAI.
Under the Plans, on the day we receive proof of death, we automatically
transfer the participant's account balance in the Equity Funds to the Money
Market Guarantee Account unless the beneficiary gives us other written
instructions. The balance in the Guaranteed Rate Accounts will remain in the
Guaranteed Rate Accounts.
26 Transfers and access to your account
4. The Program
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This section explains the Program in further detail. It is intended for
employers who wish to enroll in the Program, but contains information of
interest to participants as well. You should, of course, understand the
provisions of your plan and the Adoption Agreement that define the scope of the
Program in more specific terms. References to "you" and "your" in this section
are to you in your capacity as an employer. The Program is described in the
prospectus solely to provide a more complete understanding of how the Funds and
GRAs operate within the Program. The Program itself is not registered under the
Securities Act of 1933.
The Members Retirement Program consists of several types of retirement plans
and three retirement plan Trusts: the Master Trust, the Volume Submitter
Retirement Trust and the Pooled Trust. Each of the Trusts invests exclusively
in the contract described in this prospectus. The Program is sponsored by AXA
Equitable. The Program had 8,057 participants and approximately $239.3 million
in assets at December 31, 2006.
Our Retirement Program Specialists are available to answer your questions about
joining the Program. Please contact us by using the telephone number or
addresses listed under "How to reach us -- Information on joining the Program"
on the back cover of the prospectus.
SUMMARY OF PLAN CHOICES
You have a choice of three retirement plan arrangements under the Program. You
can:
o Choose the Members Retirement Plan -- which automatically gives you a full
range of services from AXA Equitable. These include your choice of the
Program investment options, plan-level and participant-level recordkeeping,
benefit payments and tax withholding and reporting. Under the Members
Retirement Plan employers adopt our Master Trust and your only investment
choices are from the Investment Options.
--------------------------------------------------------------------------------
The Members Retirement Plan is a defined contribution master plan that can be
adopted as a profit sharing plan (including optional 401(k), SIMPLE 401(k) and
safe harbor 401(k) features), a defined contribution pension plan, or both. A
Roth 401(k) option is available for all 401(k) plan types.
--------------------------------------------------------------------------------
o Choose the Volume Submitter Plan -- which automatically gives you a full
range of services from AXA Equitable and offers the opportunity to utilize a
cross-tested plan option. The services include your choice of the Program's
investment options, plan-level and participant-level recordkeeping, benefit
payments and tax withholding and reporting. Under the Volume Submitter Plan,
employers adopt the Volume Submitter Retirement Trust and your only
investment choices are from the Investment Options.
--------------------------------------------------------------------------------
The Volume Submitter Plan is a defined contribution plan that can be adopted as
a profit sharing plan (new comparability or age weighted) with or without
401(k) features. A Roth 401(k) option is available for all 401(k) plan types.
--------------------------------------------------------------------------------
o Maintain our Pooled Trust for Individually Designed Plans -- and use our
Pooled Trust for investment options in the Program in addition to your own
individual investments. The Pooled Trust is for investment only and can be
used for both defined benefit and defined contribution plans. We provide
participant-level or plan-level recordkeeping services for plan assets in
the Pooled Trust.
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The Pooled Trust is an investment vehicle used with individually designed
qualified retirement plans. It can be used for both defined contribution and
defined benefit plans. We provide recordkeeping services for plan assets held
in the Pooled Trust.
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Choosing the right plan depends on your own set of circumstances. We recommend
that you review all plan, trust, participation and related agreements with your
legal and tax counsel.
GETTING STARTED
If you choose either of the Plans, you as the employer or trustee must complete
an Adoption Agreement. As an employer, you are responsible for the
administration of the plan you choose. Please see "Your responsibilities as
employer" in the SAI.
HOW TO MAKE PROGRAM CONTRIBUTIONS
Contributions must be in the form of a check drawn on a bank in the U.S.,
clearing through the Federal Reserve System, in U.S. dollars, and made payable
to AXA Equitable. All contribution checks should be sent to AXA Equitable at
the address shown "For contribution checks only" in the "Information once you
join the Program" section under "How to reach us" in this prospectus. Third
party checks are not acceptable, except for rollover contributions, tax-free
exchanges or trustee checks that involve no refund. All checks are subject to
collection. We reserve the right to reject a payment if it is received in an
unacceptable form.
All contributions must be accompanied by a Contribution Remittance form which
designates the amount to be allocated to each participant by contribution type.
Contributions are normally credited on the business day that we receive them,
provided the remittance form is properly completed and matches the check
amount. Contributions are
The Program 27
only accepted from the employer. Employees may not send contributions directly
to the Program. Contributions are only accepted for properly enrolled
participants.
There is no minimum amount which must be contributed for investment if you
adopt either of the Plans, or if you have your own individually designed plan
that uses the Pooled Trust.
ALLOCATING PROGRAM CONTRIBUTIONS
The group annuity contract that covers the qualified plan in which you
participate is not an investment advisory account, and AXA Equitable is not
providing any investment advice or managing the allocations under this
contract. In the absence of a specific written arrangement to the contrary,
you, as the participant under this contract, have the sole authority to make
investment allocations and other decisions under the contract. Your Account
Executive is acting as a broker-dealer registered representative, and may not
be authorized to act as an investment advisor or to manage the allocations
under your contract.
Investment decisions for individually designed plans are made either by the
participant or by the plan trustees depending on the terms of the plan.
Participants may allocate contributions among any number of Program investment
options. Allocation instructions can be changed at any time. You may allocate
employer contributions in different percentages than your employee
contributions. The allocation percentages you elect for employer contributions
will automatically apply to 401(k) qualified non-elective contributions,
qualified matching contributions and matching contributions. The allocation
percentages you elect for employee contributions will automatically apply to
both your post-tax employee contributions and your 401(k) salary deferral
contributions.
If we do not receive adequate instructions, we will allocate your contributions
to the Money Market Guarantee Account. You may, of course, transfer to another
investment option at any time.
WHEN TRANSACTION REQUESTS ARE EFFECTIVE.
Contributions, as well as transfer requests and allocation changes (not
including GRA maturity allocation changes discussed in the SAI), are effective
on the business day they are received. Distribution requests are also effective
on the business day they are received unless, as in the Plans, there are plan
provisions to the contrary. Transaction requests received after the end of a
business day will be credited the next business day. Processing of any
transaction may be delayed if a properly completed form is not received.
Trustee-to-trustee transfers of plan assets are effective the business day
after we receive all items we require, including check and mailing
instructions, and a plan opinion/IRS determination letter from the new or
amended plan, or adequate proof of qualified plan status.
DISTRIBUTIONS FROM THE INVESTMENT OPTIONS
Keep in mind two sets of rules when considering distributions or withdrawals
from the Program. The first are rules and procedures that apply to the
investment options, exclusive of the provisions of your plan. We discuss those
in this section. The second are rules specific to your plan. We discuss those
"Rules applicable to participant distributions" below. Certain plan
distributions may be subject to Federal income tax, and penalty taxes. See "Tax
information" later in this prospectus.
AMOUNTS IN THE FUNDS AND MONEY MARKET GUARANTEE ACCOUNT.
These are generally available for distribution at any time, subject to the
provisions of your plan. Distributions from the Money Market Guarantee Account
and the AllianceBernstein Growth Equity, AllianceBernstein Mid Cap Growth and
AllianceBernstein Balanced Funds are permitted at any time. Distributions from
remaining Funds are permitted at any time except if there is any delay in
redemptions from the corresponding portfolio of the Trusts, as applicable.
AMOUNTS IN THE GUARANTEED RATE ACCOUNTS.
Withdrawals generally may not be taken from GRAs. See "Guaranteed Rate
Accounts" earlier in this prospectus.
Payments or withdrawals and application of proceeds to an annuity ordinarily
will be made promptly upon request in accordance with plan provisions. However,
we can defer payments, applications and withdrawals for any period during which
the New York Stock Exchange is closed for trading, sales of securities are
restricted or determination of the fair market value of assets is not
reasonably practicable because of an emergency.
If your plan is an employer or trustee-directed plan, you as the employer are
responsible for ensuring that there is sufficient cash available to pay
benefits.
RULES APPLICABLE TO PARTICIPANT DISTRIBUTIONS
In addition to our own procedures, distribution and benefit payment options
under a tax qualified retirement plan are subject to complicated legal
requirements. A general explanation of the Federal income tax treatment of
distributions and benefit payment options is provided in "Tax information"
later in this prospectus and in the SAI. You should discuss your options with a
qualified financial adviser. Our Account Executives also can be of assistance.
In general, under the Plans, participants are eligible for benefits upon
retirement, death or disability, or upon termination of employment with a
vested benefit. Participants in an individually designed plan are eligible for
retirement benefits depending on the terms of their plan. See "Benefit payment
options" under "Transfers and access to your money" earlier in this prospectus
and "Tax information" later in this prospectus for more details. For
participants who own more than 5% of the business, benefits must begin no later
than April 1 of the year after the participant reaches age 70-1/2. For all other
participants, distribution must begin by April 1 of the later of the year after
attaining age 70-1/2 or retirement from the employer sponsoring the plan.
Distributions must be made according to the terms of the plan and rules in the
Code and Treasury Regulations. Beginning in 2006, certain provisions of the
Treasury Regulations on required minimum distributions concerning the actuarial
present value of additional contract benefits could increase the amount
required to be distributed from
28 The Program
annuity contracts funding qualified plans and other tax qualified retirement
arrangements such as IRAs. These provisions could apply to participants who
satisfy required minimum distributions through annual withdrawals instead of
receiving annuity payments. For this purpose additional annuity contract
benefits may include enhanced death benefits and guaranteed minimum income
benefits. Currently we believe that these provisions would not apply to Members
Retirement Program contracts because of the type of benefits provided under the
contract. However, you should consider the potential implication of these
Regulations before you purchase or contribute to this annuity contract.
o You may withdraw all or part of your Account Balance under either Plan
attributable to post-tax employee contributions at any time, provided that
you withdraw at least $300 at a time (or, if less, your entire post-tax
Account Balance).
o If you are married, your spouse must generally consent in writing before you
can make any type of withdrawal except to purchase a Qualified Joint and
Survivor Annuity. Self-employed persons may generally not receive a
distribution prior to age 591/2.
o Employees may generally not receive a distribution prior to severance from
employment.
o Hardship withdrawals before age 59-1/2 may be permitted under 401(k) and
certain other profit sharing plans.
Under an individually designed plan, the availability of pre-retirement
withdrawals depends on the terms of the plan. We suggest that you ask your
employer what types of withdrawals are available under your plan. See
"Procedures for withdrawals, distributions and transfers" in the SAI for a more
detailed discussion of these general rules.
Generally you may not make withdrawals from the Guaranteed Rate Accounts prior
to maturity. See "The Guaranteed Rate Accounts" earlier in this prospectus.
The Program 29
5. Charges and expenses
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You will incur two general types of charges under the Program:
(1) Charges imposed on amounts invested in the trust -- these apply to all
amounts invested in the trust (including installment payout option
payments), and do not vary by plan. These are, in general, reflected as
reductions in the unit values of the Funds or as reductions from the rates
credited to the guaranteed options.
(2) Plan and transaction charges -- these vary by plan or are charged for
specific transactions, and are typically stated in a dollar amount. Unless
otherwise noted, these are deducted in fixed dollar amounts by reducing the
number of units in the appropriate Funds and the dollars in the Guaranteed
Options.
We deduct amounts for the 3-year or 5-year GRA from your most recent GRA.
We make no deduction from your contributions or withdrawals for sales expenses.
CHARGES BASED ON AMOUNTS INVESTED IN THE PROGRAM
PROGRAM EXPENSE CHARGE
We assess the Program expense charge as a daily charge at an annual rate of
1.00% of your account balance held in the trust. The purpose of this charge is
to cover the expenses that we incur in connection with the Program.
We apply the Program expense charge toward the cost of maintenance of the
investment options, promotion of the Program, investment funds, guaranteed rate
accounts, money market guarantee account, administrative costs, such as
enrollment and answering participant inquiries, and overhead expenses such as
salaries, rent, postage, telephone, travel, legal, actuarial and accounting
costs, office equipment and stationery. During 2006 we received $2,331,316
under the Program expense charge then in effect.
PROGRAM-RELATED INVESTMENT MANAGEMENT AND ACCOUNTING FEES
The computation of unit values for each of the Funds named below also reflects
fees charged for investment management and accounting. We receive fees for
investment management services for the AllianceBernstein Growth Equity,
AllianceBernstein Mid Cap Growth and AllianceBernstein Balanced Funds. The
investment management and accounting fee covers the investment management and
financial accounting services we provide for these Funds, as well as a portion
of our related administrative costs. This fee is charged daily at an effective
annual rate of 0.50% of the net assets of the AllianceBernstein Growth Equity
and Balanced Funds and an effective annual rate of 0.65% for the
AllianceBernstein Mid Cap Growth Fund.
OTHER EXPENSES BORNE BY THE PORTFOLIOS AND FUNDS
TRUST ANNUAL EXPENSES. The AXA Aggressive Allocation Fund, AXA Conservative
Allocation Fund, AXA Conservative-Plus Allocation Fund**, AXA Moderate
Allocation Fund, AXA Moderate-Plus Allocation Fund**, Multimanager Technology
Fund*, Target 2015 Allocation Fund, Target 2025 Allocation Fund, Target 2035
Allocation Fund, Target 2045 Allocation Fund, EQ/AllianceBernstein Intermediate
Government Securities Fund, EQ/AllianceBernstein International Fund,
EQ/AllianceBernstein Value Fund, EQ/Calvert Socially Responsible Fund,
EQ/Capital Guardian International Fund*, EQ/Capital Guardian Research Fund,
EQ/Capital Guardian U.S. Equity Fund*, EQ/Equity 500 Index Fund, EQ/FI Mid Cap
Value Fund*, EQ/GAMCO Small Company Value Fund, EQ/MFS Emerging Growth
Companies Fund*, EQ/PIMCO Real Return, EQ/Small Company Index Fund and EQ/Van
Kampen Emerging Markets Equity Fund are indirectly subject to investment
management fees, 12b-1 (if applicable) fees and other expenses charged against
assets of the corresponding portfolios of the Trusts. These expenses are
described in the Trusts' prospectuses.
* Please see "Portfolios of the Trusts" in "Investment Options" in this
Prospectus for changes affecting these investment options.
** This investment option will be available on or about July 1, 2007, subject
to regulatory approval.
OTHER EXPENSES. Certain costs and expenses are charged directly to the Funds.
These may include transfer taxes, SEC filing fees and certain related expenses
including printing of SEC filings, prospectuses and reports, proxy mailings,
other mailing costs, and legal expenses.
PLAN AND TRANSACTION EXPENSES
MEMBERS RETIREMENT PLAN AND INVESTMENT ONLY FEES
RECORD MAINTENANCE AND REPORT FEE. At the end of each calendar quarter, we
deduct a record maintenance and report fee of $3.75 from your account balance.
We reserve the right to charge varying fees based on the requested special
mailings, reports and services given to your retirement plan.
ENROLLMENT FEE. We charge an employer a non-refundable enrollment fee of $25
for each participant enrolled under its plan. If we do not maintain individual
participant records under an individually-designed plan, we instead charge the
employer $25 for each plan or trust. If the employer fails to pay these
charges, we may deduct the amount from subsequent contributions or from
participants' account balances.
INDIVIDUAL ANNUITY CHARGES
ANNUITY ADMINISTRATIVE CHARGE. If a participant elects an annuity payment
option, we deduct a $350 charge from the amount used to purchase the annuity.
This charge reimburses us for administrative expenses associated with
processing the application for the annuity and issuing each month's annuity
payment.
CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES
We deduct a charge designed to approximate certain taxes that may be imposed on
us, such as premium taxes in your state. Currently, we
30 Charges and expenses
deduct the charge from the amount applied to provide an annuity payout option.
The current tax charge that might be imposed on us varies by state and ranges
from 0% to 1%.
We reserve the right to deduct any applicable charges such as premium taxes
from each contribution or from distributions or upon termination of your
contract. If we have deducted any applicable tax charges from contributions, we
will not deduct a charge for the same taxes later. If, however, an additional
tax is later imposed on us when you make a partial or full withdrawal, or your
contract is terminated, or you begin receiving annuity payments, we reserve the
right to deduct a charge at that time.
FEES PAID TO ASSOCIATIONS
We may pay associations a fee for enabling the Program to be made available to
their memberships. The fee may be based on the number of employers whom we
solicit, the number who participate in the Program, and/or the value of Program
assets. We make these payments without any additional deduction or charge under
the Program.
GENERAL INFORMATION ON FEES AND CHARGES
We will give you written notice of any change in the fees and charges. We may
also establish a separate fee schedule for requested non-routine administrative
services. During 2006 we received total fees and charges under the Program of
$3,186,216.
Charges and expenses 31
6. Tax information
--------------------------------------------------------------------------------
In this section, we briefly outline current federal income tax rules relating
to the adoption of the Program, contributions to the Program and distributions
to participants under qualified retirement plans. Certain other information
about qualified retirement plans appears here and in the SAI.
Federal income tax rules include the United States laws in the Internal Revenue
Code, and Treasury Department Regulations and Internal Revenue Service ("IRS")
interpretations of the Internal Revenue Code. These tax rules may change
without notice. We cannot predict whether, when, or how these rules could
change. Any change could affect annuity contracts purchased before the change.
Congress may also consider proposals in the future to comprehensively reform or
overhaul the United States tax and retirement systems, which if enacted, could
affect the tax benefits of an annuity contract. We cannot predict, what, if
any, legislation will actually be proposed or enacted that may affect annuity
contracts.
We cannot provide detailed information on all tax aspects of the Program, plans
and contracts. Moreover, the tax aspects that apply to a particular person's
situation may vary depending on the facts applicable to that person. We do not
discuss state income and other state taxes, federal income tax and withholding
rules for non-U.S. taxpayers, or federal gift and estate taxes. Rights or
values under plans or contracts, or payments under plans or contracts, for
example, amounts due to beneficiaries, may be subject to federal or state gift,
estate, or inheritance taxes. You should not rely only on this document, but
should consult your tax adviser before your purchase.
BUYING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT
Annuity contracts can be purchased in connection with employer plans qualified
under Code Section 401. You should be aware that the funding vehicle for a
qualified arrangement does not provide any tax deferral benefit beyond that
already provided by the Code for all permissible funding vehicles. Before
choosing an annuity contract, therefore, you should consider the annuity's
features and benefits, such as the contract's selection of investment funds,
provision of guaranteed options and choices of pay-out options, as well as the
features and benefits of other permissible funding vehicles and the relative
costs of annuities and other arrangements. You should be aware that cost may
vary depending on the features and benefits made available and the charges and
expenses of the investment options or funds that you elect.
INCOME TAXATION OF DISTRIBUTIONS TO QUALIFIED PLAN PARTICIPANTS
In this section, the word "you" refers to the plan participant.
Amounts distributed to a participant from a qualified plan are generally
subject to federal income tax as ordinary income when benefits are distributed
to you or your beneficiary. Generally speaking, only your post-tax
contributions, if any, are not taxed when distributed.
If an employer's 401(k) plan permits, an employee may designate some or all of
elective deferral contributions as "designated Roth contributions", which are
made on a post-tax basis to the 401(k) arrangement. Designated Roth
contributions must be separately accounted for. If certain timing and
distribution event requirements are satisfied, distributions from a designated
Roth contribution account under a 401(k) plan will be tax-free. The earliest a
qualified distribution from a designated Roth contribution account could be
made is 2011. Therefore, earnings attributable to a distribution from a
designated Roth account may be includible in income. Distributions from
designated Roth contribution accounts may be rolled over to other designated
Roth contribution accounts under 401(k) plans or to Roth IRAs.
ELIGIBLE ROLLOVER DISTRIBUTIONS. Many types of distributions from qualified
plans are "eligible rollover distributions" that can be transferred directly to
another qualified plan, traditional individual retirement arrangement ("IRA"),
an annuity under Section 403(b) of the Code, a governmental employer plan under
Section 457 of the Code or rolled over to another plan or IRA within 60 days of
the receipt of the distribution. If a distribution is an "eligible rollover
distribution," 20% mandatory federal income tax withholding will apply unless
the distribution is directly rolled over to a qualified plan, 403(b) plan,
governmental employer 457 plan or traditional IRA. See "Eligible rollover
distributions and federal income tax withholding" in the SAI for a more
detailed discussion.
ANNUITY OR INSTALLMENT PAYMENTS. Each payment you receive is ordinary income
for tax purposes, except where you have a "cost basis" in the benefit. Your
cost basis is equal to the amount of your post-tax employee contributions, plus
any employer contributions you had to include in gross income in prior years.
You may exclude from gross income a portion of each annuity or installment
payment you receive. If you (and your survivor) continue to receive payments
after you have received your cost basis in the contract, all amounts will be
taxable.
IN-SERVICE WITHDRAWALS. Some plans allow in-service withdrawals of after-tax
contributions. The portion of each withdrawal attributable to cost basis is not
taxable. The portion of each withdrawal attributable to earnings is taxable.
Withdrawals are taxable only after they exceed your cost basis if (a) they are
attributable to your pre-January 1, 1987 contributions under (b) plans that
permitted those withdrawals as of May 5, 1986. In addition, 20% mandatory
Federal income tax withholding may also apply.
PREMATURE DISTRIBUTIONS. You may be liable for an additional 10% penalty tax on
all taxable amounts distributed before age 591/2 unless the distribution falls
within a specified exception or is rolled over into an IRA or other eligible
retirement plan.
The exceptions to the penalty tax include (a) distributions made on account of
your death or disability, (b) distributions beginning after separation from
service in the form of a life annuity or installments over your life expectancy
(or the joint lives or life expectancies of you
32 Tax information
and your beneficiary), (c) distributions due to separation from active service
after age 55 and (d) distributions you use to pay deductible medical expenses.
WITHHOLDING. In almost all cases, 20% mandatory income tax withholding will
apply to all "eligible rollover distributions" that are not directly rolled
over to a qualified plan, 403(b) plan, governmental employer 457 plan or
traditional IRA. If a distribution is not an eligible rollover distribution,
the recipient may elect out of withholding. The rate of withholding depends on
the type of distribution. See "Eligible rollover distributions and federal
income tax withholding" in the SAI. Under the Plans, we will withhold the tax
and send you the remaining amount. Under an individually designed plan, we will
pay the full amount of the distribution to the plan's trustee. The trustee is
then responsible for withholding Federal income tax upon distributions to you
or your beneficiary.
Tax information 33
7. More information
--------------------------------------------------------------------------------
ABOUT PROGRAM CHANGES OR TERMINATIONS
AMENDMENTS. The contract has been amended in the past and we and the Trustees
may agree to amendments in the future. No future change can affect annuity
benefits in the course of payment. If certain conditions are met, we may: (1)
terminate the offer of any of the investment options and (2) offer new
investment options with different terms.
TERMINATION. We may terminate the contract at any time. If the contract is
terminated, we will not accept any further contributions. We will continue to
hold amounts allocated to the Guaranteed Rate Accounts until maturity. Amounts
already invested in the investment options may remain in the Program and you
may also elect payment of benefits through us.
IRS DISQUALIFICATION
If your plan is found not to qualify under the Internal Revenue Code, we may:
(1) return the plan's assets to the employer (in our capacity as the plan
administrator) or (2) prevent plan participants from investing in the separate
accounts.
ABOUT THE SEPARATE ACCOUNTS
Each Investment Fund is one, or part of one, of our separate accounts. We
established the separate accounts under special provisions of the New York
Insurance Law. These provisions prevent creditors from any other business we
conduct from reaching the assets we hold in our investment funds for owners of
our variable annuity contracts, including our contracts. The results of each
separate account's operations are accounted for without regard to AXA
Equitable's, or any other separate account's, operating results. We are the
legal owner of all of the assets in the separate accounts and may withdraw any
amounts we have in the separate accounts that exceed our reserves and other
liabilities under variable annuity contracts. The amount of some of our
obligations is based on the assets in the separate accounts. However, the
obligations themselves are obligations of AXA Equitable. We reserve the right
to take certain actions in connection with our operations and the operations of
the investment funds as permitted by applicable law. If necessary, we will seek
approval by participants in the Program.
The separate accounts that we call the AllianceBernstein Growth Equity,
AllianceBernstein Mid Cap Growth, and AllianceBernstein Balanced Funds
commenced operations in 1968, 1969, and 1979 respectively. Separate Account No.
66, which holds the other Funds offered under the contract, was established in
1997. Because of exclusionary provisions, none of the Funds is subject to
regulation under the Investment Company Act of 1940. Separate Account No. 66,
however, purchases Class IA shares and Class IB/B shares of the Trusts. The
Trusts are registered as open-end management investment companies under the
1940 Act. AXA Equitable is not required to register, and is not registered, as
an investment company under the Investment Company Act of 1940.
ABOUT THE GENERAL ACCOUNT
Our general account supports all of our policy and contract guarantees,
including those that apply to the guaranteed interest option, as well as our
general obligations.
The general account is subject to regulation and supervision by the Insurance
Department of the State of New York and to the insurance laws and regulations
of all jurisdictions where we are authorized to do business. Interests under
the contracts in the general account have not been registered and are not
required to be registered under the Securities Act of 1933 because of
exemptions and exclusionary provisions that apply. The general account is not
required to register as an investment company under the Investment Company Act
of 1940 and it is not registered as an investment company under the Investment
Company Act of 1940. The contract is a "covered security" under the federal
securities laws.
We have been advised that the staff of the SEC has not reviewed the portions of
this prospectus that relate to the general account. The disclosure, however,
may be subject to certain provisions of the federal securities laws relating to
the accuracy and completeness of statements made in prospectuses.
ABOUT LEGAL PROCEEDINGS
AXA Equitable and its affiliates are parties to various legal proceedings. In
our view, none of these proceedings would be considered material with respect
to a contract owner's interest in the separate accounts nor would any of these
proceedings be likely to have a material adverse effect upon the separate
accounts, our ability to meet our obligations under the Program, or the
distribution of contract interests under the Program.
FINANCIAL STATEMENTS
The financial statements of Separate Accounts 3, 4, 10, and 66, as well as the
consolidated financial statements of AXA Equitable, are in the SAI. The SAI is
available free of charge. You may request one by writing to our Processing
Office or calling 1-800-523-1125.
ABOUT THE TRUSTEE
As trustee, JPMorgan Chase Bank serves as a party to the contract. It has no
responsibility for the administration of the Program or for any distributions
or duties under the contract.
DISTRIBUTION OF THE CONTRACTS
AXA Equitable performs all marketing and service functions under the contract.
No sales commissions are paid with respect to units of interest in any of the
separate accounts available under the contract; however, incentive compensation
is paid to AXA Equitable employees performing these functions, based upon sales
and the amount of first year plan contributions, as discussed in the SAI. The
offering of the units is continuous.
34 More information
REPORTS WE PROVIDE AND AVAILABLE INFORMATION
We send reports annually to employers showing the aggregate Account Balances of
all participants and information necessary to complete annual IRS filings.
As permitted by the SEC's rules, we omitted certain portions of the
registration statement filed with the SEC from this prospectus and the SAI. You
may obtain the omitted information by: (1) requesting a copy of the
registration statement from the SEC's principal office in Washington, D.C., and
paying prescribed fees, or (2) by accessing the EDGAR Database at the SEC's
website at http://www.sec.gov.
ACCEPTANCE
The employer or plan sponsor, as the case may be: (1) is solely responsible for
determining whether the Program is a suitable funding vehicle and (2) should
carefully read the prospectus and other materials before entering into an
Adoption Agreement.
More information 35
Appendix I -- Condensed financial information
--------------------------------------------------------------------------------
These selected per unit data and ratios for the years ended December 31, 1997
through December 31, 2006 have been derived from the financial statements
audited by PricewaterhouseCoopers LLP, independent registered public accounting
firm. The financial statements of each of the Funds as well as the consolidated
financial statements of AXA Equitable are contained in the SAI. Information is
provided for the period that each Fund has been available under the Program,
but not longer than ten years.
SEPARATE ACCOUNT NO. 4 (POOLED)
OF AXA EQUITABLE LIFE INSURANCE COMPANY
ALLIANCEBERNSTEIN GROWTH EQUITY FUND -- INCOME, EXPENSES AND CAPITAL CHANGES
PER UNIT OUTSTANDING THROUGHOUT THE YEARS INDICATED AND OTHER SUPPLEMENTARY
DATA
[Enlarge/Download Table]
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YEAR ENDED DECEMBER 31,
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2006 2005 2004 2003 2002
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Income $ 2.13 $ 1.34 $ 1.20 $ 1.00 $ .88
Expenses (Note A) (4.62) (4.56) (4.43) (3.64) (4.06)
Net investment loss (2.49) (3.22) (3.23) (2.64) (3.18)
Net realized and unrealized gain
(loss) on investments (Note B) (2.50) 34.64 38.51 66.69 (71.04)
Net increase (decrease) in
AllianceBernstein Growth Equity
Fund Unit Value (4.99) 31.42 35.28 64.05 (74.22)
AllianceBernstein Growth Equity
Fund Unit Value (Note C):
Beginning of year 317.72 286.30 251.02 186.97 261.19
End of year $ 312.73 $ 317.72 $ 286.30 $ 251.02 $ 186.97
Ratio of expenses to average net
assets attributable to the Pro-
gram 1.50% 1.57% 1.68% 1.69% 1.86%
Ratio of net income (loss) to aver-
age net assets attributable to
the Program (0.81)% (1.11)% (1.23)% (1.22)% (1.46)%
Number of AllianceBernstein
Growth Equity Fund Units out-
standing at end of year (000's) 125 141 147 153 154
Portfolio turnover rate (Note D) 55% 49% 60% 51% 39%
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-----------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
2001 2000 1999 1998 1997
-----------------------------------------------------------------------------------------------------------
Income $ 1.28 $ 1.57 $ 1.78 $ 1.59 $ 1.53
Expenses (Note A) (5.01) (5.84) (5.57) (5.01) (4.55)
Net investment loss (3.73) (4.27) (3.79) (3.42) (3.02)
Net realized and unrealized gain
(loss) on investments (Note B) (59.31) (65.13) 102.66 (8.33) 65.28
Net increase (decrease) in
AllianceBernstein Growth Equity
Fund Unit Value (63.04) (69.40) 98.87 (11.75) 62.26
AllianceBernstein Growth Equity
Fund Unit Value (Note C):
Beginning of year 324.23 393.63 294.76 306.51 244.25
End of year $ 261.19 $ 324.23 $ 393.63 $ 294.76 $ 306.51
Ratio of expenses to average net
assets attributable to the Pro-
gram 1.80% 1.68% 1.69% 1.68% 1.65%
Ratio of net income (loss) to aver-
age net assets attributable to
the Program (1.34)% (1.23)% (1.15)% (1.15)% (1.10)%
Number of AllianceBernstein
Growth Equity Fund Units out-
standing at end of year (000's) 159 165 181 228 241
Portfolio turnover rate (Note D) 132% 48% 72% 71% 62%
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See notes following these tables.
A-1 Appendix I -- Condensed financial information
SEPARATE ACCOUNT NO. 3 (POOLED)
OF AXA EQUITABLE LIFE INSURANCE COMPANY
ALLIANCEBERNSTEIN MID CAP GROWTH FUND -- INCOME, EXPENSES AND CAPITAL CHANGES
PER UNIT OUTSTANDING THROUGHOUT THE YEARS INDICATED AND OTHER SUPPLEMENTARY
DATA
[Enlarge/Download Table]
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YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------
2006 2005 2004 2003 2002
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Income $ .23 $ .06 $ .06 $ .09 $ .08
Expenses (Note A) (.93) (.87) (.85) (.62) (.62)
Net investment loss (.70) (.81) (.79) (.53) (.54)
Net realized and unrealized gain
(loss) on investments (Note B) .96 3.89 8.92 18.26 (11.21)
Net increase (decrease) in
AllianceBernstein Mid Cap
Growth Fund Unit Value .26 3.08 8.13 17.73 (11.75)
AllianceBernstein Mid Cap Growth
Fund Unit Value
(Note C):
Beginning of year 55.68 57.60 44.47 26.74 38.49
End of year $ 55.94 $ 55.68 $ 52.60 $ 44.47 $ 26.74
Ratio of expenses to average net
assets attributable to the Pro-
gram 1.66% 1.73% 1.82% 1.78% 2.02%
Ratio of net investment income
(loss) to average net assets
attributable to the Program (1.25)% (1.61)% (1.68)% (1.51)% ( 1.76)%
Number of AllianceBernstein Mid
Cap Growth Fund Units out-
standing at end of year (000's) 390 406 448 428 379
Portfolio turnover rate (Note D) 120% 102% 134% 113% 161%
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------
2001 2000 1999 1998 1997
------------------------------------------------------------------------------------------------------------
Income $ .18 $ .39 $ .38 $ .34 $ .26
Expenses (Note A) (.77) (.96) (.91) (.97) (.97)
Net investment loss (.59) (.57) (.53) (.63) (.71)
Net realized and unrealized gain
(loss) on investments (Note B) (8.46) (7.17) 8.09 (7.48) 6.08
Net increase (decrease) in
AllianceBernstein Mid Cap
Growth Fund Unit Value (9.05) (7.74) 7.56 (8.11) 5.37
AllianceBernstein Mid Cap Growth
Fund Unit Value
(Note C):
Beginning of year 47.54 55.28 47.72 55.83 50.46
End of year $ 38.49 $ 47.54 $ 55.28 $ 47.72 $ 55.83
Ratio of expenses to average net
assets attributable to the Pro-
gram 1.93% 1.82% 1.86% 1.84% 1.82%
Ratio of net investment income
(loss) to average net assets
attributable to the Program (1.48)% (1.07)% ( 1.09)% (1.20)% (1.33)%
Number of AllianceBernstein Mid
Cap Growth Fund Units out-
standing at end of year (000's) 361 353 366 490 508
Portfolio turnover rate (Note D) 200% 136% 108% 195% 176%
------------------------------------------------------------------------------------------------------------
See notes following these tables.
Appendix I -- Condensed financial information A-2
SEPARATE ACCOUNT NO. 10 (POOLED)
OF AXA EQUITABLE LIFE INSURANCE COMPANY
ALLIANCEBERNSTEIN BALANCED FUND -- INCOME, EXPENSES AND CAPITAL CHANGES PER
UNIT OUTSTANDING THROUGHOUT THE YEARS INDICATED AND OTHER SUPPLEMENTARY DATA
[Enlarge/Download Table]
-------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
------------------------------------------------------------
2006 2005 2004 2003 2002
-------------------------------------------------------------------------------------------------
Income $ 1.48 $ 1.17 $ .94 $ .86 $ 1.09
Expenses (Note A) (.73) (.72) (.72) (.65) (.68)
Net investment income .75 .45 .22 .21 .41
Net realized and unrealized gain
(loss) on investments (Note B) 3.59 1.92 2.88 5.54 (4.15)
Net increase (decrease) in
AllianceBernstein Balanced Fund
Unit Value 4.34 2.37 3.10 5.75 (3.74)
AllianceBernstein Balanced Fund
Unit Value (Note C):
Beginning of year 47.30 44.93 41.83 36.08 39.82
End of year $ 51.64 $ 47.30 $ 44.93 $ 41.83 $ 36.08
Ratio of expenses to average net
assets attributable to the Pro-
gram 1.50% 1.58% 1.68% 1.71% 1.80%
Ratio of net investment income to
average net assets attributable
to the Program 1.53% .99% .51% .54% 1.09%
Number of AllianceBernstein Bal-
anced Fund Units outstanding at
end of year (000's) 692 749 761 790 757
Portfolio turnover rate (Note D) 146% 211% 283% 339% 288%
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------------------------------
2001 2000 1999 1998 1997
-------------------------------------------------------------------------------------------------
Income $ 1.38 $ 1.55 $ 1.36 $ 1.30 $ 1.21
Expenses (Note A) (.71) (.73) (.68) (.58) (.52)
Net investment income .67 .82 .68 .72 .69
Net realized and unrealized gain
(loss) on investments (Note B) (3.05) (2.36) 4.66 5.14 2.83
Net increase (decrease) in
AllianceBernstein Balanced Fund
Unit Value (2.38) (1.54) 5.34 5.86 3.52
AllianceBernstein Balanced Fund
Unit Value (Note C):
Beginning of year 42.20 43.74 38.40 32.54 29.02
End of year $ 39.82 $ 42.20 $ 43.74 $ 38.40 $ 32.54
Ratio of expenses to average net
assets attributable to the Pro-
gram 1.77% 1.68% 1.70% 1.65% 1.68%
Ratio of net investment income to
average net assets attributable
to the Program 1.66% 1.89% 1.70% 2.04% 2.25%
Number of AllianceBernstein Bal-
anced Fund Units outstanding at
end of year (000's) 555 426 456 473 454
Portfolio turnover rate (Note D) 168% 145% 95% 89% 165%
-------------------------------------------------------------------------------------------------
A. Enrollment fees are not included above and did not affect the
AllianceBernstein Growth Equity, AllianceBernstein Mid Cap Growth or
AllianceBernstein Balanced Fund Unit Values. Enrollment fees were generally
deducted from contributions to the Program.
B. See Note 2 to Financial Statements of Separate Account Nos. 3 (Pooled), 4
(Pooled) and 10 (Pooled), which may be found in the SAI.
C. The value for an AllianceBernstein Growth Equity Fund Unit was established
at $10.00 on January 1, 1968 under the National Association of Realtors
Members Retirement Program (NAR Program). The NAR Program was merged into
the Members Retirement Program on December 27, 1984. The values for an
AllianceBernstein Mid Cap Growth and an AllianceBernstein Balanced Fund Unit
were established at $10.00 on May 1, 1985, the date on which the Funds were
first made available under the Program.
D. The portfolio turnover rate includes all long-term U.S. Government
securities, but excludes all short-term U.S. Government securities and all
other securities whose maturities at the time of acquisition were one year
or less. Represents the annual portfolio turnover rate for the entire
separate account.
Income, expenses, gains and losses shown above pertain only to participants'
accumulations attributable to the Program. Other plans also participate in the
AllianceBernstein Growth Equity, AllianceBernstein Mid Cap Growth and
AllianceBernstein Balanced Funds and may have operating results and other
supplementary data different from those shown above.
A-3 Appendix I -- Condensed financial information
SEPARATE ACCOUNT NO. 66 UNIT VALUES
Unit values and number of units outstanding for these Funds at year end for
each variable investment fund, except for those funds being offered for the
first time after December 31, 2005.
[Enlarge/Download Table]
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For the years ending December 31,
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1998 1999 2000 2001 2002
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AXA Premier VIP Technology
Unit Value -- -- -- -- --
Number of units outstanding (000's) -- -- -- -- --
EQ/AllianceBernstein Intermediate Govern-
ment Securities
Unit Value -- -- -- -- $ 10.09
Number of units outstanding (000's) -- -- -- -- 17
EQ/AllianceBernstein International
Unit Value -- -- -- -- $ 10.84
Number of units outstanding (000's) -- -- -- -- 757
EQ/AllianceBernstein Value
Unit Value -- -- -- $ 10.08 $ 8.57
Number of units outstanding (000's) -- -- -- 371 433
EQ/Calvert Socially Responsible
Unit Value -- -- $ 9.63 $ 8.10 $ 5.87
Number of units outstanding (000's) -- -- 12 36 57
EQ/Capital Guardian International
Unit Value -- -- -- $ 8.05 $ 6.74
Number of units outstanding (000's) -- -- -- 3 22
EQ/Capital Guardian Research
Unit Value -- -- -- -- $ 10.87
Number of units outstanding (000's) -- -- -- -- 321
EQ/Capital Guardian U.S. Equity
Unit Value -- -- -- -- $ 9.09
Number of units outstanding (000's) -- -- -- -- 18
EQ/Equity 500 Index
Unit Value -- -- $ 8.78 $ 7.60 $ 5.81
Number of units outstanding (000's) -- -- 851 917 1,084
EQ/FI Mid Cap Value
Unit Value $ 9.42 $ 9.46 $ 9.81 $ 10.05 $ 8.43
Number of units outstanding (000's) 217 159 158 232 374
EQ/GAMCO Small Company Value
Unit Value -- -- -- -- --
Number of units outstanding (000's) -- -- -- -- --
EQ/MFS Emerging Growth Companies
Unit Value -- -- $ 8.01 $ 5.20 $ 3.36
Number of units outstanding (000's) -- -- 59 108 187
EQ/Small Company Index
Unit Value -- -- -- $ 9.97 $ 7.76
Number of units outstanding (000's) -- -- -- 38 79
EQ/Van Kampen Emerging Markets Equity
Unit Value -- -- -- -- --
Number of units outstanding (000's) -- -- -- -- --
-----------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
For the years ending December 31,
--------------------------------------------- Inception
2003 2004 2005 2006 Date
--------------------------------------------------------------------------------------------------------
AXA Premier VIP Technology
Unit Value -- $ 10.85 $ 11.94 $ 12.67 5/14/04
Number of units outstanding (000's) -- 115 147 157
EQ/AllianceBernstein Intermediate Govern-
ment Securities
Unit Value $ 10.16 $ 10.22 $ 10.23 $ 10.44 11/22/02
Number of units outstanding (000's) 226 171 222 232
EQ/AllianceBernstein International
Unit Value $ 14.48 $ 16.95 $ 19.36 $ 23.73 11/22/02
Number of units outstanding (000's) 795 822 871 919
EQ/AllianceBernstein Value
Unit Value $ 10.89 12.20 $ 12.72 $ 15.27 5/18/01
Number of units outstanding (000's) 487 584 636 697
EQ/Calvert Socially Responsible
Unit Value $ 7.41 $ 7.57 $ 8.14 $ 8.48 5/1/00
Number of units outstanding (000's) 99 135 156 169
EQ/Capital Guardian International
Unit Value $ 8.82 $ 9.90 $ 11.46 $ 13.52 5/18/01
Number of units outstanding (000's) 55 92 160 260
EQ/Capital Guardian Research
Unit Value $ 14.10 $ 15.44 $ 16.19 $ 17.96 11/22/02
Number of units outstanding (000's) 364 365 371 362
EQ/Capital Guardian U.S. Equity
Unit Value $ 12.24 $ 13.21 $ 13.84 $ 15.05 7/12/02
Number of units outstanding (000's) 64 106 115 137
EQ/Equity 500 Index
Unit Value $ 7.32 $ 7.97 $ 8.23 $ 9.37 10/6/00
Number of units outstanding (000's) 1,477 1,658 1,768 1,844
EQ/FI Mid Cap Value
Unit Value $ 11.08 $ 12.90 $ 14.20 $ 15.80 8/1/97
Number of units outstanding (000's) 430 513 715 663
EQ/GAMCO Small Company Value
Unit Value -- -- -- $ 10.90 5/1/06
Number of units outstanding (000's) -- -- -- 16
EQ/MFS Emerging Growth Companies
Unit Value $ 4.29 $ 4.77 $ 5.14 $ 5.49 5/1/00
Number of units outstanding (000's) 295 362 434 446
EQ/Small Company Index
Unit Value $ 11.18 $ 12.99 $ 13.38 $ 15.59 5/18/01
Number of units outstanding (000's) 157 219 237 312
EQ/Van Kampen Emerging Markets Equity
Unit Value -- -- -- $ 11.75 5/1/06
Number of units outstanding (000's) -- -- -- 42
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Appendix I -- Condensed financial information A-4
Statement of additional information
--------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
Who is AXA Equitable? 2
Funding of the Program 2
Your responsibilities as employer 2
Procedures for withdrawals, distributions and transfers 2
Types of benefits 4
Provisions of the plans 6
Investment restrictions and certain investment techniques applicable
to the AllianceBernstein Growth Equity, AllianceBernstein Mid Cap
Growth and AllianceBernstein Balanced Funds 8
Portfolio holdings policy for the Pooled Separate Accounts 10
Fund transactions 10
Investment management and accounting fee 11
Portfolio managers' information (AllianceBernstein Growth Equity
Fund, AllianceBernstein Mid Cap Growth Fund and AllianceBernstein
Balanced Fund) 12
Investment professional conflict of interest disclosure 14
Portfolio manager compensation 15
Distribution of the contracts 15
Custodian and independent public accounting firm 16
Our management 17
Financial statements FSA-1
CLIP AND MAIL TO US TO RECEIVE A STATEMENT OF ADDITIONAL INFORMATION
To: AXA Equitable Life Insurance Company
Box 2486 G.P.O.
New York, NY 10116
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Please send me a copy of the Statement of Additional Information for the
Members Retirement Program prospectus dated May 1, 2007.
--------------------------------------------------------------------------------
Name:
--------------------------------------------------------------------------------
Address:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Copyright 2007 by AXA Equitable Life Insurance Company. All rights reserved.
Retirement Investment Account(R)
PROSPECTUS DATED MAY 1, 2007
Please read this prospectus and keep it for future reference. It contains
important information that you should know before purchasing, or taking any
other action under a policy. Also, you should read the prospectuses for AXA
Premier VIP Trust and EQ Advisors Trust which contain important information
about their portfolios.
--------------------------------------------------------------------------------
ABOUT THE RETIREMENT INVESTMENT ACCOUNT(R)
The Retirement Investment Account(R) ("RIA") is an investment program that
allows employer plan assets to accumulate on a tax-deferred basis. Thirty-two
investment funds ("Funds") and a guaranteed interest option are available under
RIA. The Funds and guaranteed interest option comprise the "investment options"
covered by this prospectus. RIA is offered under a group annuity contract
issued by AXA Equitable Life Insurance Company.
This contract is no longer being sold. This prospectus is used with current
contract owners only. You should note that your contract features and charges,
and your investment options, may vary depending on your state and/or the date
on which you purchased your contract. For more information about the particular
features, charges and options applicable to you, please contact your financial
professional and/or refer to copies of the documents you received when you
enrolled.
-----------------------------------------------------------------------------
Funds
Pooled separate accounts
-----------------------------------------------------------------------------
o AllianceBernstein Balanced -- o AllianceBernstein Common Stock --
Separate Account No. 10 Separate Account No. 4
o AllianceBernstein Bond -- Separate o AllianceBernstein Mid Cap Growth
Account No. 13 Separate Account No. 3
----------------------------------------------------------------------------
Separate Account No. 66
----------------------------------------------------------------------------
o EQ/AllianceBernstein Growth and o EQ/Capital Guardian U.S. Equity++
Income++ o EQ/Equity 500 Index
o EQ/AllianceBernstein Intermediate o EQ/Evergreen Omega
Government Securities o EQ/FI Mid Cap
o EQ/AllianceBernstein International o EQ/FI Mid Cap Value+
o EQ/AllianceBernstein Large Cap o EQ/Janus Large Cap Growth++
Growth o EQ/JPMorgan Value Opportunities
o EQ/AllianceBernstein Quality Bond o EQ/Marsico Focus
o EQ/AllianceBernstein Small Cap o EQ/MFS Emerging Growth Companies+
Growth o EQ/MFS Investors Trust+
o EQ/AllianceBernstein Value o EQ/Money Market
o EQ/BlackRock Basic Value Equity* o EQ/Small Cap Value+
o EQ/BlackRock International Value* o EQ/Van Kampen Emerging Markets
o EQ/Calvert Socially Responsible Equity
o EQ/Capital Guardian Growth o Multimanager High Yield*
o EQ/Capital Guardian International+ o Multimanager Technology*
o EQ/Capital Guardian Research
----------------------------------------------------------------------------
* This is the investment option's new name effective on or about May 29,
2007, subject to regulatory approval. Please see "Portfolios of the
Trusts" in "RIA features and benefits" later in this Prospectus for
the investment option's former name.
+ This investment option's name, investment objective and sub-adviser will
change on or about May 29, 2007, subject to regulatory approval. See the
supplement included with this Prospectus for more information.
++ Please see the supplement included with this Prospectus regarding the
planned merger of this investment option.
The AllianceBernstein Bond, AllianceBernstein Balanced, AllianceBernstein
Common Stock, and AllianceBernstein Mid Cap Growth Funds (the "Pooled Separate
Accounts") are managed by AXA Equitable. The AllianceBernstein Bond Fund is
available only to employer plans that signed an agreement to allocate monies in
the AllianceBernstein Bond Fund before June 1, 1994.
Separate Account No. 66 Funds invest in shares of a corresponding portfolio
("portfolio") of AXA Premier VIP Trust and EQ Advisors Trust (the "Trusts"). In
each case, the Funds and the corresponding portfolios have the same name. You
should read the prospectuses for each Trust and keep them for future reference.
GUARANTEED INTEREST OPTION. The guaranteed interest option credits interest
daily and we guarantee principal.
Registration statements relating to this offering have been filed with the
Securities and Exchange Commission ("SEC"). The Statement of Additional
Information ("SAI") dated May 1, 2007, is a part of the registration statement.
The SAI is available free of charge. You may request one by writing to our RIA
service office or calling 1-800-967-4560. The SAI has been incorporated by
reference into this prospectus. This prospectus and the SAI can also be
obtained from the SEC's website at www.sec.gov. The table of contents for the
SAI appears at the back of this prospectus. The SAI is available free of
charge. You may request one by writing to our processing office at AXA
Equitable, RIA Service Office, P.O. Box 8095, Boston, MA 02266-8095 or calling
1-800-967-4560.
The SEC has not approved or disapproved these securities or determined if this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense. The securities are not insured by the FDIC or any other
agency. They are not deposits or other obligations of any bank and are not bank
guaranteed. They are subject to investment risks and possible loss of
principal.
Copyright 2007. AXA Equitable Life Insurance Company
1290 Avenue of the Americas, New York, New York 10104.
All rights reserved. Retirement Investment Account(R) is a service mark of
The AXA Equitable Life Insurance Company.
X01577
Contents of this prospectus
--------------------------------------------------------------------------------
RETIREMENT INVESTMENT ACCOUNT(R)
--------------------------------------------------------------------------------
Index of key words and phrases 4
Who is AXA Equitable? 5
How to reach us 6
RIA at a glance - key features 7
--------------------------------------------------------------------------------
FEE TABLE 9
--------------------------------------------------------------------------------
Examples 11
Condensed financial information 14
--------------------------------------------------------------------------------
1. RIA FEATURES AND BENEFITS 15
--------------------------------------------------------------------------------
Investment options 15
The AllianceBernstein Bond Fund 15
The AllianceBernstein Balanced Fund 16
The AllianceBernstein Common Stock Fund 17
The AllianceBernstein Mid Cap Growth Fund 18
Investment manager of the AllianceBernstein Bond,
AllianceBernstein Balanced, AllianceBernstein
Common Stock and AllianceBernstein Mid Cap Growth Funds 18
Portfolio holdings policy for the Pooled Separate Accounts 19
Funds investing in the Trusts 19
Portfolios of the Trusts 20
Risks of investing in the Funds 22
Risk factors -- AllianceBernstein Bond, AllianceBernstein
Common Stock, AllianceBernstein Mid Cap Growth and
AllianceBernstein Balanced Funds 22
Change of investment objectives 23
Guaranteed interest option 23
--------------------------------------------------------------------------------
2. HOW WE VALUE YOUR ACCOUNT VALUE 24
--------------------------------------------------------------------------------
How we determine the unit value 24
How we value the assets of the Funds 24
--------------------------------------------------------------------------------
3. TRANSFERS 26
--------------------------------------------------------------------------------
Transfers among investment options 26
Special rules applicable to the AllianceBernstein Bond Fund 26
Disruptive transfer activity 26
----------------------
When we use the words "we," "us" and "our," we mean AXA Equitable.
When we address the reader of this prospectus with words such as "you" and
"your," we generally mean the employer or plan sponsor of the plans who
use RIA as an investment vehicle, unless otherwise explained.
Further, the terms and conditions of the employer's plan govern the aspects of
RIA available to plan participants. Accordingly, participants also should
carefully consider the features of their employer's plan, which may be different
from the features of RIA described in this prospectus.
2 Contents of this prospectus
--------------------------------------------------------------------------------
4. ACCESS TO YOUR ACCOUNT VALUE 28
--------------------------------------------------------------------------------
Participant loans 28
Choosing benefit payment options 28
--------------------------------------------------------------------------------
5. RIA 29
--------------------------------------------------------------------------------
Summary of plan choices of RIA 29
How to make contributions 29
Selecting investment options 29
Allocating program contributions 30
--------------------------------------------------------------------------------
6. DISTRIBUTIONS 31
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
7. OPTIONAL PARTICIPANT RECORDKEEPING SERVICES 33
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--------------------------------------------------------------------------------
8. CHARGES AND EXPENSES 34
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Charges reflected in the unit values 34
Indirect expenses borne by the Funds 34
Charges which reduce the number of units 34
Participant recordkeeping services charge 35
Other billing arrangements 35
Individual annuity charges 35
General information on fees and charges 35
--------------------------------------------------------------------------------
9. TAX INFORMATION 36
--------------------------------------------------------------------------------
Buying a contract to fund a retirement arrangement 36
Impact of taxes to AXA Equitable 36
Certain rules applicable to plans designed to comply
with Section 404(c) of ERISA 36
--------------------------------------------------------------------------------
10. MORE INFORMATION 38
--------------------------------------------------------------------------------
About changes or terminations 38
IRS disqualification 38
About the separate accounts 38
About the Trusts 38
About the general account 38
When we pay proceeds 39
When transaction requests are effective 39
Voting rights 39
About legal proceedings 39
Financial Statements 39
About the trustee 39
Reports we provide and available information 39
Acceptance and responsibilities 40
About registered units 40
Assignment and creditors' claims 40
Distribution of the contracts 40
Commissions and service fees we pay 41
--------------------------------------------------------------------------------
APPENDIX: CONDENSED FINANCIAL INFORMATION I-1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
--------------------------------------------------------------------------------
Contents of this prospectus 3
Index of key words and phrases
--------------------------------------------------------------------------------
Below is an index of key words and phrases used in this prospectus. The index
will refer you to the page where particular terms are defined or explained.
This index should help you locate more information on the terms used in this
prospectus.
Page
AXA Equitable 5
business day 24
benefit payment options 28
Code 7
contracts 29
contributions 29
CWC 34
current rate 23
disruptive transfer activity 26
DOL 29
ERISA 7
exclusive funding employer plan 29
Fair valuation 25
financial professional 40
Funds cover
guaranteed interest option cover
IRS 34
investment options cover
market timing 26
Master Retirement Trust 29
minimum rate 23
optional participant recordkeeping service 33
PRS 7
partial funding employer plan 29
participant-directed plans 26
portfolios cover
QDRO 40
RIA cover
SAI cover
separate accounts 38
Trusts cover
trustee-directed plans 26
unit 24
unit value 24
4 Index of key words and phrases
Who is AXA Equitable?
--------------------------------------------------------------------------------
We are AXA Equitable Life Insurance Company ("AXA Equitable") (until 2004, The
Equitable Life Assurance Society of the United States), a New York stock life
insurance corporation. We have been doing business since 1859. AXA Equitable is
an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company,
which is itself an indirect, wholly-owned subsidiary of AXA. AXA is a French
holding company for an international group of insurance and related financial
services companies. As the ultimate sole shareholder of AXA Equitable, and
under its other arrangements with AXA Equitable and AXA Equitable's parent, AXA
exercises significant influence over the operations and capital structure of
AXA Equitable and its parent. AXA holds its interest in AXA Equitable through a
number of other intermediate holding companies, including Oudinot
Participations, AXA America Holdings Inc. and AXA Financial Services, LLC. AXA
Equitable is obligated to pay all amounts that are promised to be paid under
the contracts. No company other than AXA Equitable, however, has any legal
responsibility to pay amounts that AXA Equitable owes under the contracts.
AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$795 billion in assets as of December 31, 2006. For more than 100 years AXA
Equitable has been among the largest insurance companies in the United States.
We are licensed to sell life insurance and annuities in all fifty states, the
District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office
is located at 1290 Avenue of the Americas, New York, NY 10104.
Who is AXA Equitable? 5
HOW TO REACH US
You may communicate with our processing office as listed below for the purposes
described. Certain methods of contacting us, such as by telephone or
electronically may be unavailable or delayed (for example our facsimile service
may not be available at all times and/or we may be unavailable due to emergency
closing). In addition, the level and type of service available may be
restricted based on criteria established by us.
We reserve the right to limit access to these services if we determine that you
are engaged in a disruptive transfer activity, such as "market timing" (see
"Disruptive transfer activity" in "Transfers" later in this prospectus).
You can reach us to obtain:
o Participation agreements, or enrollment or other forms used in RIA
o Unit values and other values under your plan
o Any other information or materials that we provide in connection with RIA
--------------------------------------------------------------------------------
BY PHONE:
--------------------------------------------------------------------------------
1-800-967-4560
(service consultants are available weekdays 9 a.m. to 5 p.m. Eastern time)
--------------------------------------------------------------------------------
BY REGULAR MAIL (CORRESPONDENCE AND CONTRIBUTION CHECKS:
--------------------------------------------------------------------------------
AXA Equitable
P.O. Box 8095
Boston, MA 02266-8095
--------------------------------------------------------------------------------
BY REGISTERED, CERTIFIED, OR OVERNIGHT DELIVERY (CONTRIBUTION CHECKS ONLY:
--------------------------------------------------------------------------------
AXA Equitable
30 Dan Road
Canton, MA 02021
No person is authorized by AXA Equitable to give any information or make any
representations other than those contained in this prospectus and the SAI, or
in other printed or written material issued by AXA Equitable. You should not
rely on any other information or representation.
6 Who is AXA Equitable?
RIA at a glance -- key features
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[Enlarge/Download Table]
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Employer plan RIA is an investment program designed for employer plans that qualify for
arrangements tax-favored treatment under Section 401(a) of the Internal Revenue Code of 1986,
that use the as amended ("Code"). Eligible employer plans include defined benefit plans,
RIA contract defined contribution plans or profit-sharing plans, including 401(k) plans.
These employer plans generally also must meet the requirements of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
Employer plan arrangements chose RIA:
o As the exclusive funding vehicle for an employer plan. If you chose this
option, the annual amount of plan contributions must be at least $10,000.
o As a partial investment funding vehicle for an employer plan. Under this
option, the aggregate amount of contributions in the initial participation
year were at least $50,000, and the annual aggregate amount of ontributions
thereafter must be at least $25,000. The guaranteed interest option is
not available. Also, a partial funding agreement was completed.
------------------------------------------------------------------------------------------------------
RIA features o 33 investment options. The maximum number of active investment options that
may be selected at any time is 25.
o Benefit distribution payments.
o Optional Participant Recordkeeping Services ("PRS"), which includes
participant-level recordkeeping and making benefit payments.
o Available for trustee-directed or participant-directed plans.
-------------------------------------------------------------------------------
A participant-directed employer plan is an employer plan that permits
investment direction by plan participants for contribution allocations or
transfers among investment options. A trustee-directed employer plan, is an
employer plan that permits those same types of investment decisions only by
the employer, a trustee or any named fiduciary or an authorized delegate of
the plan.
-------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
Contributions o Can be allocated to any one investment option or divided among them.
o May be made by check or wire transfer.
o Are credited on the day of receipt if accompanied by properly completed
forms.
------------------------------------------------------------------------------------------------------
Transfers among o Generally, amounts may be transferred among the investment options.
investment options o There is no charge for transfers and no tax liability.
o Transfers to the AllianceBernstein Bond Fund and from the guaranteed
interest option may be subject to limitations.
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Professional The Funds are managed by professional investment advisers.
investment
management
------------------------------------------------------------------------------------------------------
Guaranteed options The guaranteed interest option pays interest at guaranteed rates and
provides guarantees of principal.
------------------------------------------------------------------------------------------------------
Tax considerations o On earnings No tax until you make withdrawals under the plan.
o On transfers No tax on internal transfers among the investment options.
-------------------------------------------------------------------------------
Because you are enrolling in an annuity contract that funds a qualified
employer sponsored retirement arrangement, you should be aware that such
annuities do not provide tax deferral benefits beyond those already
provided by the Code. Before purchasing one of these annuities, you should
consider whether its features and benefits beyond tax deferral meet your
needs and goals. You may also want to consider the relative features,
benefits and costs of these annuities with any other investment that you may
use in connection with your retirement plan or arrangement. For more
information, see "Tax information" later in this prospectus.)
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RIA at a glance -- key features 7
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Charges and expenses o Ongoing operations fee assessed against assets invested in investment options
including any outstanding loan balance.
o Investment management and financial accounting fees and other expenses
charged on a Fund-by-Fund basis, as applicable.
o No sales charges deducted from contributions, but contingent withdrawal
charges may apply for non-benefit distributions.
o Charges of the Trusts' portfolios for management fees and other expenses,
and 12b-1 fees.
o Administrative fee if you purchase an annuity payout option.
o Participant recordkeeping optional) charge per participant annual fee of
$25.00.
o Loan fee of 1% of loan principal amount at the time the plan loan is made.
o Administrative charge for certain Funds of Separate Account No. 66.
o We deduct a charge designed to approximate certain taxes that may be
imposed on us, such as premium taxes in your state. This charge is
generally deducted from the amount applied to an annuity payout option.
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Benefit o Lump sum.
payment
options o Installments on a time certain or dollar certain basis.
o Variety of fixed annuity benefit payout options as available under an
employer's plan.
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Additional o Participant loans (if elected by your employer; some restrictions apply).
features
o Quarterly reports showing:
o transactions in the investment options during the
quarter for the employer plan;
o the number of units in the Funds credited to the employer plan; and
o the unit values and/or the balances in all of the investment options as
of the end of the quarter.
o Automatic confirmation notice to employer/trustee following the processing
of an investment option transfer.
o Annual and semiannual report of the Funds.
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THE ABOVE IS NOT A COMPLETE DESCRIPTION OF ALL MATERIAL PROVISIONS OF THE
CONTRACT. IN SOME CASES RESTRICTIONS OR EXCEPTIONS APPLY. ALSO, ALL FEATURES OF
THE CONTRACT ARE NOT NECESSARILY AVAILABLE IN YOUR STATE OR AT CERTAIN AGES.
For more detailed information, we urge you to read the contents of this
Prospectus, as well as your contract. Please feel free to speak with your
financial professional, or call us, if you have any questions. If for any
reason you are not satisfied with your contract, you may return it to us for a
refund within a certain number of days.
OTHER CONTRACTS
We offer a variety of fixed and variable annuity contracts. They may offer
features, including investment options, fees and/or charges that are different
from those in the contracts offered by this prospectus. Not every contract is
offered through the same distributor. Upon request, your financial professional
can show you information regarding other AXA Equitable annuity contracts that
he or she distributes. You can also contact us to find out more about any of
the AXA Equitable annuity contracts.
8 RIA at a glance -- key features
Fee table
--------------------------------------------------------------------------------
The following tables describe the fees and expenses that you will pay when
enrolling in, owning, and surrendering the RIA contract. The tables reflect
charges that affect plan balances participating in the Funds through the group
annuity contract, as well as charges you will bear directly under your
contract. The table also shows charges and expenses of the portfolios of each
Trust that you will bear indirectly. Each of the charges and expenses is more
fully described in "Charges and expenses" later in this prospectus.
The first table describes fees and expenses that you will pay at the time that
you surrender the contract, make certain withdrawals, purchase an annuity
payout option or take a loan from the contract. Charges designed to approximate
certain taxes that may be imposed on us, such as premium taxes in your state,
may also apply. We deduct no sales charge at the time you make a contribution,
and there are no transfer or exchange fees when you transfer assets among the
investment options under the contract.
[Enlarge/Download Table]
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Charges we deduct from your account value at the time you request certain transactions:
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Maximum contingent withdrawal charge (as a percentage of Fund assets)(1) 6%
Administrative fee if you purchase an annuity payout option $175
Loan fee (as a percentage of amount withdrawn as loan principal at the time the 1%
loan is made)
---------------------------------------------------------------------------------------------------------------------
The next table describes the fees and expenses that you will pay periodically
during the time that you own the contract, not including underlying Trust
portfolio fees and expenses.
[Enlarge/Download Table]
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Charges we deduct from the Funds expressed as an annual percentage of daily net assets:
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Maximum annual ongoing operations fee (as an annual percentage of daily net 1.25%
Fund assets)(2)
Administrative charge (applies only to certain Funds(3) in Separate Account No. 66)(4) 0.05%
Investment management and accounting fees (applies only to the Pooled Separate 0.50%
Accounts: AllianceBernstein Bond Fund, AllianceBernstein Balanced Fund,
AllianceBernstein Common Stock Fund and AllianceBernstein Mid Cap Growth
Fund.)(4)
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[Enlarge/Download Table]
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Charges we deduct at the end of each month
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Annual Optional Participant Recordkeeping Services Fee(5) $25 per plan participant
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A proportionate share of all fees and expenses paid by a portfolio that
corresponds to any variable investment option of the Trusts to which plan
balances are allocated also applies. The table below shows the lowest and
highest total operating expenses as of December 31, 2006 charged by any of the
portfolios. These fees and expenses are reflected in the portfolio's net asset
value each day. Therefore, they reduce the investment return of the portfolio
and the related variable investment option. Actual fees and expenses are likely
to fluctuate from year to year. More detail concern- ing each portfolio's fees
and expenses is contained in the Trust prospectus for the portfolio.
[Enlarge/Download Table]
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Portfolio operating expenses expressed as an annual percentage of average daily net assets
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Total Annual Portfolio Operating Expenses for 2006 (expenses that are deducted Lowest Highest
from portfolio assets including management fees, 12b-1 fees, service fees, ------ -------
and/or other expenses. 0.38% 1.77%
Fee table 9
This table shows the fees and expenses for 2006 as an annual percentage of each
Portfolio's daily average net assets.
[Enlarge/Download Table]
Separate
Account
Annual
Expense
Administrative
Portfolio Name Charge(3)(4)
------------------------------------------------------------------
------------------------------------------------------------------
AXA Premier VIP Trust:
------------------------------------------------------------------
Multimanager High Yield* 0.05%
Multimanager Technology *
------------------------------------------------------------------
EQ Advisors Trust:
------------------------------------------------------------------
EQ/AllianceBernstein Growth and Income++ 0.05%
EQ/AllianceBernstein Intermediate
Government Securities 0.05%
EQ/AllianceBernstein International 0.05%
EQ/AllianceBernstein Large Cap Growth
EQ/AllianceBernstein Quality Bond 0.05%
EQ/AllianceBernstein Small Cap Growth 0.05%
EQ/AllianceBernstein Value
EQ/BlackRock Basic Value Equity*
EQ/BlackRock International Value*
EQ/Calvert Socially Responsible
EQ/Capital Guardian Growth
EQ/Capital Guardian International+
EQ/Capital Guardian Research
EQ/Capital Guardian U.S. Equity++
EQ/Equity 500 Index 0.05%
EQ/Evergreen Omega
EQ/FI Mid Cap
EQ/FI Mid Cap Value+
EQ/Janus Large Cap Growth++
EQ/JPMorgan Value Opportunities
EQ/Marsico Focus
EQ/MFS Emerging Growth Companies+
EQ/MFS Investors Trust+
EQ/Money Market 0.05%
EQ/Small Cap Value+
EQ/Van Kampen Emerging Markets Equity
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Trust Related Expenses
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Total
Acquired Annual Net Total
Fund Fees Expenses Fee Waiv- Annual
and (Before ers and/or Expenses
Expenses Expense Expense (After
Management 12b-1 Other ( Underlying Limita- Reimburse- Expense
Portfolio Name Fees(6) Fees(7) Expenses(8) Portfolios) tions) ments(9)
Limitations)
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AXA Premier VIP Trust:
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Multimanager High Yield* 0.58% -- 0.18% -- 0.76% -- 0.76%
Multimanager Technology * 1.20% 0.25% 0.23% -- 1.68% 0.00% 1.68%
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EQ Advisors Trust:
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EQ/AllianceBernstein Growth and Income++ 0.56% -- 0.12% -- 0.68% -- 0.68%
EQ/AllianceBernstein Intermediate
Government Securities 0.50% -- 0.14% -- 0.64% -- 0.64%
EQ/AllianceBernstein International 0.71% -- 0.20% -- 0.91% (0.06)% 0.85%
EQ/AllianceBernstein Large Cap Growth 0.90% 0.25% 0.11% -- 1.26% (0.21)% 1.05%
EQ/AllianceBernstein Quality Bond 0.50% -- 0.14% -- 0.64% -- 0.64%
EQ/AllianceBernstein Small Cap Growth 0.74% -- 0.13% -- 0.87% -- 0.87%
EQ/AllianceBernstein Value 0.60% 0.25% 0.13% -- 0.98% (0.03)% 0.95%
EQ/BlackRock Basic Value Equity* 0.55% 0.25% 0.14% -- 0.94% 0.00% 0.94%
EQ/BlackRock International Value* 0.82% 0.25% 0.21% -- 1.28% (0.03)% 1.25%
EQ/Calvert Socially Responsible 0.65% 0.25% 0.25% -- 1.15% (0.10)% 1.05%
EQ/Capital Guardian Growth 0.65% 0.25% 0.16% -- 1.06% (0.11)% 0.95%
EQ/Capital Guardian International+ 0.83% 0.25% 0.21% -- 1.29% (0.09)% 1.20%
EQ/Capital Guardian Research 0.65% 0.25% 0.13% -- 1.03% (0.08)% 0.95%
EQ/Capital Guardian U.S. Equity++ 0.64% 0.25% 0.14% -- 1.03% (0.08)% 0.95%
EQ/Equity 500 Index 0.25% -- 0.13% -- 0.38% -- 0.38%
EQ/Evergreen Omega 0.65% 0.25% 0.21% -- 1.11% 0.00% 1.11%
EQ/FI Mid Cap 0.68% 0.25% 0.15% -- 1.08% (0.08)% 1.00%
EQ/FI Mid Cap Value+ 0.73% 0.25% 0.13% -- 1.11% (0.01)% 1.10%
EQ/Janus Large Cap Growth++ 0.90% 0.25% 0.15% -- 1.30% (0.15)% 1.15%
EQ/JPMorgan Value Opportunities 0.60% 0.25% 0.16% -- 1.01% (0.06)% 0.95%
EQ/Marsico Focus 0.85% 0.25% 0.13% -- 1.23% (0.08)% 1.15%
EQ/MFS Emerging Growth Companies+ 0.65% 0.25% 0.15% -- 1.05% -- 1.05%
EQ/MFS Investors Trust+ 0.60% 0.25% 0.16% -- 1.01% (0.06)% 0.95%
EQ/Money Market 0.33% -- 0.14% -- 0.47% -- 0.47%
EQ/Small Cap Value+ 0.73% 0.25% 0.15% -- 1.13% (0.03)% 1.10%
EQ/Van Kampen Emerging Markets Equity 1.12% 0.25% 0.40% -- 1.77% 0.00% 1.77%
------------------------------------------------------------------------------------------------------------------------------------
* This is the investment option's new name effective on or about May 29, 2007,
subject to regulatory approval. Please see "Portfolios of the Trusts" in
"RIA features and benefits" later in this Prospectus for the investment
option's former name.
+ This investment option's name, investment objective and sub-adviser will
change on or about May 29, 2007, subject to regulatory approval. See the
supplement included with this Prospectus for more information.
++ Please see the supplement included with this Prospectus regarding the
planned merger of this Portfolio.
Notes:
(1) The contingent withdrawal charge is waived in certain circumstances. The
charge reduces to 2% of the amount withdrawn in the ninth participation year
and cannot be imposed after the ninth anniversary of a plan's participation
in RIA.
(2) The annual ongoing operations fee is deducted monthly and applied on a
decremental scale, declining to 0.50% on the account value over $1,000,000,
except for plans that adopted RIA before February 9, 1986.
(3) The Funds that have an Administrative charge are:
Multimanager High Yield, EQ/AllianceBernstein Growth and Income,
EQ/AllianceBernstein Intermediate Government Securities,
EQ/AllianceBernstein International, EQ/AllianceBernstein Quality Bond,
EQ/AllianceBernstein Small Cap Growth, EQ/Equity 500 Index and EQ/Money
Market.
(4) The Fund annual expenses and the Trusts' annual expenses (if applicable) are
reflected in the unit value.
(5) We deduct this fee on a monthly basis at the rate of $2.08 per participant.
(6) The management fee for each portfolio cannot be increased without a vote of
each portfolio's shareholders. See footnote (9) for any expense limitation
agreement information.
(7) The Class IB/B shares of each Trust are subject to fees imposed under a
distribution plan adopted by each Trust pursuant to Rule 12b-1 under the
Investment Company Act of 1940. For the portfolios of the AXA Premier VIP
Trust and the EQ Advisors Trust, the 12b-1 fee will not be increased for the
life of the contracts. A "--" indicates that there is no Rule 12b-1 Plan in
place for the portfolio shown.
10 Fee table
(8) The amount shown as "Other Expenses" will fluctuate from year to year
depending on actual expenses. See footnote (9) for any expense limitation
agreement information.
(9) The amounts shown reflect any contractual fee waivers and/or expense
reimbursements that apply to each portfolio that are in place through at
least April 2008. A"--" indicates that there is no expense limitation in
effect, and "0.00%" indicates that the expense limitation arrangements did
not result in a fee waiver or reimbursement. AXA Equitable, the manager of
the AXA Premier VIP Trust and the EQ Advisors Trust, has entered into
expense limitation agreements with respect to certain portfolios, which are
effective through April 30, 2008. Under these Agreements, AXA Equitable has
agreed to waive or limit its fees and assume other expenses of certain
portfolios, if necessary, in an amount that limits such Portfolio's Total
Annual Expenses (exclusive of interest, taxes, brokerage commissions,
capitalized expenditures and extraordinary expenses) to not more than
specified amounts. Each portfolio may at a later date make a reimbursement
to AXA Equitable for any of the management fees waived or limited and other
expenses assumed and paid by AXA Equitable pursuant to the expense
limitation agreement provided that the portfolio's current annual operating
expenses do not exceed the operating expense limit determined for such
portfolio. See the prospectus for each applicable underlying trust for more
information about the arrangements. In addition, a portion of the brokerage
commissions of certain portfolios of AXA Premier VIP Trust and EQ Advisors
Trust is used to reduce the applicable portfolio's expenses. If the above
table reflected both the expense limitation arrangements, plus the portion
of the brokerage commissions used to reduce portfolio expenses, the net
expenses would be as shown in the table below:
--------------------------------------------------------
Portfolio Name
--------------------------------------------------------
Multimanager Technology 1.64%
--------------------------------------------------------
EQ/AllianceBernstein Growth and Income 0.67%
--------------------------------------------------------
EQ/AllianceBernstein Large Cap Growth 1.03%
--------------------------------------------------------
EQ/AllianceBernstein Small Cap Growth 0.86%
--------------------------------------------------------
EQ/AllianceBernstein Value 0.94%
--------------------------------------------------------
EQ/BlackRock Basic Value Equity 0.93%
--------------------------------------------------------
EQ/Capital Guardian Growth 0.94%
--------------------------------------------------------
EQ/Capital Guardian Research 0.94%
--------------------------------------------------------
EQ/Capital Guardian U.S. Equity 0.94%
--------------------------------------------------------
EQ/Evergreen Omega 1.05%
--------------------------------------------------------
EQ/FI Mid Cap 0.97%
--------------------------------------------------------
EQ/FI Mid Cap Value 1.09%
--------------------------------------------------------
EQ/Janus Large Cap Growth 1.14%
--------------------------------------------------------
EQ/Marsico Focus 1.14%
--------------------------------------------------------
EQ/MFS Emerging Growth Companies 1.03%
--------------------------------------------------------
EQ/MFS Investors Trust 0.94%
--------------------------------------------------------
EQ/Small Cap Value 1.02%
--------------------------------------------------------
EQ/Van Kampen Emerging Markets Equity 1.75%
--------------------------------------------------------
EXAMPLES
These examples are intended to help you compare the cost of investing in the
RIA contract with the cost of investing in other variable annuity contracts.
These costs include contract owner transaction expenses, contract fees,
separate account annual expenses, and underlying Trust fees and expenses.
The examples below show the expenses (which expenses, including the Optional
Participants Recordkeeping Services fee, are directly reflected in the
participant's retirement account value) that a hypothetical contract owner
would pay in the situations illustrated. For purposes of the two sets of
examples below, the ongoing operations fee is computed by reference to the
actual aggregate annual ongoing operations fee as a percentage of total assets
by employer plans in the RIA annuity contract other than corporate plans,
resulting in an estimated ongoing operations fee of $96.10 per $10,000. The
examples reflect the $25 annual charge for the Optional Participant
Recordkeeping Services.
We assume there is no waiver of the withdrawal charge and that no loan has been
taken. The charges used in the examples are the maximum expenses rather than
the lower current expenses. The guaranteed interest option is not covered by
the fee table and examples. However, the ongoing operations fee, the withdrawal
charge, the loan fee, the Optional Participant Recordkeeping Services fee, and
the administrative fee if you purchase an annuity payout option do apply to
amounts in the guaranteed interest option. These examples should not be
considered a representation of past or future expenses for any option. Actual
expenses may be greater or less than those shown. Similarly, the annual rate of
return assumed in the examples is not an estimate or guarantee of future
investment performance.
Fee table 11
Separate Account No. 66 examples:
These examples assume that you invest $10,000 in the Funds in Separate Account
No. 66 under the contract for the time periods indicated. The examples also
assume that your investment has a 5% return each year and assume the highest
and lowest fees and expenses of any of the available portfolios (before expense
limitations) of each Trust. Although your actual costs may be higher or lower,
based on these assumptions, your costs would be:
12 Fee table
SEPARATE ACCOUNT NO. 66
[Enlarge/Download Table]
------------------------------------------------------------------------------------------------------
If you surrender your contract at the end
of the applicable time period
------------------------------------------------------------------------------------------------------
1 year 3 years 5 years 10 years
------------------------------------------------------------------------------------------------------
AXA PREMIER VIP TRUST:
------------------------------------------------------------------------------------------------------
Multimanager High Yield* $828 $1,192 $1,568 $2,364
Multimanager Technology* $913 $1,449 $2,001 $3,269
------------------------------------------------------------------------------------------------------
EQ ADVISORS TRUST:
------------------------------------------------------------------------------------------------------
EQ/AllianceBernstein Growth and Income++ $820 $1,168 $1,527 $2,277
EQ/AllianceBernstein Intermediate Government Securities $816 $1,156 $1,507 $2,233
EQ/AllianceBernstein International $842 $1,236 $1,644 $2,526
EQ/AllianceBernstein Large Cap Growth $872 $1,325 $1,794 $2,842
EQ/AllianceBernstein Quality Bond $816 $1,156 $1,507 $2,233
EQ/AllianceBernstein Small Cap Growth $838 $1,224 $1,623 $2,483
EQ/AllianceBernstein Value $844 $1,242 $1,654 $2,547
EQ/BlackRock Basic Value Equity* $840 $1,230 $1,634 $2,505
EQ/BlackRock International Value* $873 $1,331 $1,804 $2,863
EQ/Calvert Socially Responsible $861 $1,293 $1,739 $2,727
EQ/Capital Guardian Growth $852 $1,266 $1,694 $2,632
EQ/Capital Guardian International+ $874 $1,334 $1,809 $2,873
EQ/Capital Guardian Research $849 $1,257 $1,679 $2,601
EQ/Capital Guardian U.S. Equity++ $849 $1,257 $1,679 $2,601
EQ/Equity 500 Index $790 $1,078 $1,374 $1,944
EQ/Evergreen Omega $857 $1,281 $1,719 $2,685
EQ/FI Mid Cap $854 $1,272 $1,704 $2,654
EQ/FI Mid Cap Value+ $857 $1,281 $1,719 $2,685
EQ/Janus Large Cap Growth++ $875 $1,337 $1,814 $2,883
EQ/JPMorgan Value Opportunities $847 $1,251 $1,669 $2,579
EQ/Marsico Focus $869 $1,316 $1,779 $2,811
EQ/MFS Emerging Growth Companies+ $851 $1,263 $1,689 $2,622
EQ/MFS Investors Trust+ $847 $1,251 $1,669 $2,579
EQ/Money Market $799 $1,105 $1,420 $2,045
EQ/Small Cap Value+ $859 $1,287 $1,729 $2,706
EQ/Van Kampen Emerging Markets Equity $921 $1,475 $2,045 $3,358
------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
If you annuitize at the end of the
applicable time period
1 year 3 years 5 years 10 years
------------------------------------------------------------------------------------------------------
AXA PREMIER VIP TRUST:
---------------------------------------------------------------------------------------------------------------------------
Multimanager High Yield* $385 $ 822 $1,281 $2,539
Multimanager Technology* $476 $1,093 $1,734 $3,444
---------------------------------------------------------------------------------------------------------------------------
EQ ADVISORS TRUST:
---------------------------------------------------------------------------------------------------------------------------
EQ/AllianceBernstein Growth and Income++ $377 $ 796 $1,239 $2,452
EQ/AllianceBernstein Intermediate Government Securities $373 $ 784 $1,217 $2,408
EQ/AllianceBernstein International $401 $ 869 $1,360 $2,701
EQ/AllianceBernstein Large Cap Growth $432 $ 963 $1,518 $3,017
EQ/AllianceBernstein Quality Bond $373 $ 784 $1,217 $2,408
EQ/AllianceBernstein Small Cap Growth $397 $ 856 $1,339 $2,658
EQ/AllianceBernstein Value $403 $ 875 $1,371 $2,722
EQ/BlackRock Basic Value Equity* $399 $ 863 $1,350 $2,680
EQ/BlackRock International Value* $434 $ 969 $1,528 $3,038
EQ/Calvert Socially Responsible $420 $ 928 $1,460 $2,902
EQ/Capital Guardian Growth $411 $ 900 $1,413 $2,807
EQ/Capital Guardian International+ $435 $ 972 $1,533 $3,048
EQ/Capital Guardian Research $408 $ 891 $1,397 $2,776
EQ/Capital Guardian U.S. Equity++ $408 $ 891 $1,397 $2,776
EQ/Equity 500 Index $346 $ 701 $1,078 $2,119
EQ/Evergreen Omega $416 $ 916 $1,439 $2,860
EQ/FI Mid Cap $413 $ 907 $1,424 $2,829
EQ/FI Mid Cap Value+ $416 $ 916 $1,439 $2,860
EQ/Janus Large Cap Growth++ $436 $ 975 $1,538 $3,058
EQ/JPMorgan Value Opportunities $406 $ 885 $1,387 $2,754
EQ/Marsico Focus $429 $ 953 $1,502 $2,986
EQ/MFS Emerging Growth Companies+ $410 $ 897 $1,408 $2,797
EQ/MFS Investors Trust+ $406 $ 885 $1,387 $2,754
EQ/Money Market $355 $ 730 $1,126 $2,220
EQ/Small Cap Value+ $418 $ 922 $1,450 $2,881
EQ/Van Kampen Emerging Markets Equity $485 $1,121 $1,780 $3,533
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
If you do not surrender your contract at
the end of the applicable time period
------------------------------------------------------------------------------------------------------
1 year 3 years 5 years 10 years
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
AXA PREMIER VIP TRUST:
------------------------------------------------------------------------------------------------------
Multimanager High Yield* $210 $647 $1,106 $2,364
Multimanager Technology* $301 $918 $1,559 $3,269
------------------------------------------------------------------------------------------------------
EQ ADVISORS TRUST:
------------------------------------------------------------------------------------------------------
EQ/AllianceBernstein Growth and Income++ $202 $621 $1,064 $2,277
EQ/AllianceBernstein Intermediate Government Securities $198 $609 $1,042 $2,233
EQ/AllianceBernstein International $226 $694 $1,185 $2,526
EQ/AllianceBernstein Large Cap Growth $257 $788 $1,343 $2,842
EQ/AllianceBernstein Quality Bond $198 $609 $1,042 $2,233
EQ/AllianceBernstein Small Cap Growth $222 $681 $1,164 $2,483
EQ/AllianceBernstein Value $228 $700 $1,196 $2,547
EQ/BlackRock Basic Value Equity* $224 $688 $1,175 $2,505
EQ/BlackRock International Value* $259 $794 $1,353 $2,863
EQ/Calvert Socially Responsible $245 $753 $1,285 $2,727
EQ/Capital Guardian Growth $236 $725 $1,238 $2,632
EQ/Capital Guardian International+ $260 $797 $1,358 $2,873
EQ/Capital Guardian Research $233 $716 $1,222 $2,601
EQ/Capital Guardian U.S. Equity++ $233 $716 $1,222 $2,601
EQ/Equity 500 Index $171 $526 $ 903 $1,944
EQ/Evergreen Omega $241 $741 $1,264 $2,685
EQ/FI Mid Cap $238 $732 $1,249 $2,654
EQ/FI Mid Cap Value+ $241 $741 $1,264 $2,685
EQ/Janus Large Cap Growth++ $261 $800 $1,363 $2,883
EQ/JPMorgan Value Opportunities $231 $710 $1,212 $2,579
EQ/Marsico Focus $254 $778 $1,327 $2,811
EQ/MFS Emerging Growth Companies+ $235 $722 $1,233 $2,622
EQ/MFS Investors Trust+ $231 $710 $1,212 $2,579
EQ/Money Market $180 $555 $ 951 $2,045
EQ/Small Cap Value+ $243 $747 $1,275 $2,706
EQ/Van Kampen Emerging Markets Equity $310 $946 $1,605 $3,358
------------------------------------------------------------------------------------------------------
* This is the investment option's new name effective on or about May 29, 2007,
subject to regulatory approval. Please see "Portfolios of the Trusts" in
"RIA features and benefits" later in this Prospectus for the investment
option's former name.
+ This investment option's name, investment objective and sub-adviser will
change on or about May 29, 2007, subject to regulatory approval. See the
supplement included with this Prospectus for more information.
++ Please see the supplement included with this Prospectus regarding the
planned merger of this Portfolio.
Fee table 13
Pooled separate account examples:
These examples assume that you invest $10,000 in the Funds in the Pooled
separate accounts under the contract for the time periods indicated. The
examples also assume that your investment has a 5% return each year. The
example also assumes maximum contract charges and total annual expenses of the
portfolios (before expense limitations) set forth in the previous charts.
Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:
[Enlarge/Download Table]
----------------------------------------------------------------------------------------------------------------------
If you surrender your contract
at the end of the applicable time If you annuitize at the end of the
period applicable time period
----------------------------------------------------------------------------------------------------------------------
1 year 3 years 5 years 10 years 1 year 3 years 5 years 10 years
----------------------------------------------------------------------------------------------------------------------
AllianceBernstein Bond $101 $173 $245 $410 $215 $296 $378 $585
AllianceBernstein Balanced $101 $173 $245 $410 $215 $296 $378 $585
AllianceBernstein Common Stock $101 $173 $245 $410 $215 $296 $378 $585
AllianceBernstein Mid Cap Growth $101 $173 $245 $410 $215 $296 $378 $585
----------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
If you do not surrender your contract
at the end of the applicable time period
--------------------------------------------------------------------------------
1 year 3 years 5 years 10 years
--------------------------------------------------------------------------------
AllianceBernstein Bond $40 $121 $203 $410
AllianceBernstein Balanced $40 $121 $203 $410
AllianceBernstein Common Stock $40 $121 $203 $410
AllianceBernstein Mid Cap Growth $40 $121 $203 $410
--------------------------------------------------------------------------------
CONDENSED FINANCIAL INFORMATION
Please see the Appendix at the end of this prospectus for unit values and the
number of units outstanding of each Fund available as of December 31, 2006.
FINANCIAL STATEMENTS OF THE FUNDS
Each of the Funds is, or is part of, one of our separate accounts as described
in "About the separate accounts" under "More information" later in this
prospectus. The financial statements of the Funds are contained in the SAI. The
financial statements for the portfolios of each Trust are included in the SAI
for each Trust.
14 Fee table
1. RIA features and benefits
--------------------------------------------------------------------------------
INVESTMENT OPTIONS
We offer 33 investment options under RIA, including the Funds and the
guaranteed interest option. Each Fund has a different investment objective. The
Funds try to meet their investment objectives by investing either in a
portfolio of securities or by holding mutual fund shares. The maximum number of
active investment options that can be available under any RIA annuity contract
at any time is 25. We cannot assure you that any of the Funds will meet their
investment objectives.
You can lose your principal when investing in the Funds. In periods of poor
market performance, the net return, after charges and expenses, may result in
negative yields, including for the EQ/Money Market Fund.
THE ALLIANCEBERNSTEIN BOND FUND
OBJECTIVE
The AllianceBernstein Bond Fund (Separate Account No. 13) is available only to
employer plans that signed an agreement to invest monies through the RIA
annuity contract in the AllianceBernstein Bond Fund before June 1, 1994. The
AllianceBernstein Bond Fund seeks to achieve maximum total return, consistent
with investment quality, with less volatility than a long-term bond account, by
investing primarily in publicly traded fixed-income securities, such as bonds,
debentures and notes. The Fund maintains its own portfolio of securities. The
AllianceBernstein Bond Fund is designed for participants who seek a greater
rate of return than that normally provided by money market investments and less
volatility than that experienced by long-term bond investments.
INVESTMENT STRATEGIES
This AllianceBernstein Bond Fund seeks to consistently add value relative to
the broad bond market and intermediate fixed income managers through a research
driven, disciplined search for relative value opportunities across the full
range of fixed income market sectors. It is actively managed, seeking to add
value through a combination of sector and security-specific selections.
The Fixed Income process capitalizes on our firm's independent fundamental and
quantitative research to add value. The process begins with proprietary
expected return forecasts of our quantitative research team, which narrow the
investment universe and identify those sectors, securities, countries and
currencies that appear most/least attractive. These quantitative forecasts
enable us to prioritize the further in-depth analysis of our fundamental credit
and economic research teams. These fundamental research teams are focused on
forecasting credit and economic fundamentals which confirm or refute our
quantitative model findings.
Once the quantitative and fundamental forecasts have been made, our most senior
research and portfolio management professionals meet in "research review"
sessions where the forecasts are vetted with the goal of reconciling any
differences between quantitative and fundamental projections and determining
conviction level in each forecast, and identifying major themes to be
implemented in the portfolios. The US Core team then translates the final
research recommendations--the output of the research review sessions--into an
appropriate portfolio risk target (tracking error). The US Core Team budgets
this risk across the primary decisions (sector allocation, security selection
and yield curve structure) with the use of proprietary portfolio construction
tools.
The AllianceBernstein Bond Fund invests primarily in investment grade
fixed-income securities including, but not limited to, the following:
obligations issued or guaranteed by the U.S. Government (such as U.S. Treasury
securities), its agencies (such as the Government National Mortgage
Association), or instrumentalities (such as the Federal National Mortgage
Association); U.S. dollar-denominated sovereign and corporate debt of developed
and developing nations; mortgage related securities (including agency and
non-agency fixed, ARM and hybrid pass-throughs, agency and non-agency CMO's,
commercial mortgage-backed securities and dollar rolls); collateralized
mortgage obligations; bank obligations; notes; asset-backed securities; zero
coupon bonds; preferred stocks and trust preferred securities; and inflation
protected securities. At the time in which the fund enters into a transaction
involving potential economic leverage (e.g., dollar roll transactions,
when-issued securities), the Adviser will maintain cash or other liquid
securities either on its records or with the fund's custodian, having an amount
equal to or greater than the market value of the position/commitment in
question. In addition, the Advisor will monitor the account on a periodic basis
to ensure that adequate coverage is maintained. The Fund will not invest more
than 5% of its assets in obligations of a single issuer, except government
securities. The Fund may also purchase 144A restricted securities. The Fund may
also buy debt securities with equity features, such as conversion or exchange
rights or warrants for the acquisition of stock or participations based on
revenues, sales or profits. Investment grade securities are those rated within
the four highest credit categories (AAA, AA, A or BBB) by Standard & Poor's
Corp. ("S&P") or (Aaa, Aa, A or Baa) by Moody's Investors Service, Inc.
("Moody's"), BBB or higher by Fitch or, if unrated, are of comparable
investment quality as determined by our credit analysis. Bonds rated below A by
S&P, Moody's or Fitch are more susceptible to adverse economic conditions or
changing circumstances than those rated A or higher, but we regard these
lower-rated bonds as having an adequate capacity to pay principal and interest.
The account may invest a limited portion of its assets in debt securities of
companies without substantial business in the U.S.
The overall fund duration is maintained approximately within 10% of the Lehman
Intermediate Government/Credit Index. Duration is a principle used in selecting
portfolio securities that indicates a particular fixed-income security's price
volatility. Duration is measured by taking into account (1) all of the expected
payments relating to that security and (2) the time in the future when each
payment will be made, and then weighting all such times by the present value of
the correspond-
RIA features and benefits 15
ing payments. The duration of a fixed-income security with interest payments
occurring prior to its maturity is always shorter than its term to maturity
(except in the case of a zero coupon security). In addition, given identical
maturities, the lower the stated rate of interest of a fixed-income security,
the longer its duration, and, conversely, the higher the stated rate of
interest of a fixed-income security, the shorter its duration. We believe that
the AllianceBernstein Bond Fund's policy of purchasing intermediate duration
bonds significantly reduces the volatility of the Fund's unit price over that
of a long-term bond account.
Additionally, the AllianceBernstein Bond Fund also may invest in investment
grade money market securities, including, but not limited to, obligations of
the U.S. Government, its agencies and instrumentalities; negotiable
certificates of deposit; banker's acceptances or bank time deposits; repurchase
agreements; master demand notes; and other money market instruments. For
temporary or defensive purposes, the AllianceBernstein Bond Fund also may
invest in money market securities without limitation. Cash equivalent
investments are defined as any security that has a maturity less than one year
including repurchase agreements in accordance with AXA Equitable guidelines.
The Fund may invest in cash equivalents in a commingled investment fund managed
by the Adviser.
Finally, the AllianceBernstein Bond Fund may purchase fixed-income securities
and money market securities having adjustable rates of interest with periodic
demand features. The AllianceBernstein Bond Fund also may purchase fixed-income
securities and certain money market securities on a when-issued or delayed
delivery basis.
Swap transactions are prohibited.
RISKS OF INVESTMENT STRATEGIES
See "Risks of investing in the Funds" later in this prospectus, for information
on the risks associated with an investment in the Funds generally, and in the
AllianceBernstein Bond Fund specifically.
THE ALLIANCEBERNSTEIN BALANCED FUND
OBJECTIVES
The Balanced Fund ("the Portfolio") seeks to achieve both appreciation of
capital and current income through investment in a diversified Portfolio of
publicly traded common stocks, equity-type securities, debt securities and
short-term money-market instruments. The Balanced Fund will include allocations
to three sub-portfolios: Global Structured Equity, US Core Fixed Income and
Cash.
INVESTMENT STRATEGIES
The Global Structured Equity sub-portfolio's objective is to deliver consistent
excess returns driven by intensive company research combined with a disciplined
portfolio construction process focused on risk control. The sub-portfolio
targets long-term growth of capital and to outperform the Morgan Stanley
Capital International (MSCI) World Index over any three year period.
The Global Structured Equity sub-portfolio invests primarily in equity and
equity type securities (such as convertible bonds, convertible preferred and
warrants) by using a disciplined investment approach to identify attractive
investment candidates based on internally generated research. The Advisor's
global industry research analysts are responsible for a primary research
universe of companies that are primarily stocks in the MSCI World Index or
stocks with similar characteristics that meet the Advisor's investment
criteria. The analysts conduct in-depth research on these companies to uncover
the most attractive investment opportunities. The sub-portfolio is constructed
to maximize exposure to stocks selected by the Advisor's analysts and Portfolio
Managers. Individual security weights are a function of the analyst view,
ownership within other portfolios, volatility, correlation and index weight. It
may also hold securities to control risk and to limit the traditional sources
of risk such as style/theme exposures. The result is a combination of stocks in
the sub-portfolio with fundamental characteristics, as well as country and
sector weightings that approximate those of the benchmark. The sub-portfolio
primarily invests its assets in countries included in the MSCI World Index,
however the portfolio may not invest in Emerging Market securities that fall
into the MSCI Emerging Markets country definition. The sub-portfolio may also
utilize currency hedging through the use of currency forwards. For the currency
hedging process, the Advisor uses forward contracts that require the purchase
or delivery of a foreign currency at some future date. The price paid for the
contract is the current price of the foreign currency in U.S. dollars plus or
minus an adjustment based on the interest rate differential between the U.S.
dollar and the foreign currency. This process utilizes the Advisor's currency
multi-factor expected return model based upon: interest rate differentials,
current account imbalances, convergence to purchasing-power parity and market
momentum. The strategy is implemented using optimization tools that explicitly
recognize the link between return potential and risk. The use of currency
forwards may only be used for currency hedging purposes. The use of cross
hedging may only be utilized with prior approval of AXA Equitable.
The US Core Fixed Income's sub-portfolio seeks to consistently add value
relative to the broad bond market and core fixed income managers through a
research driven, disciplined search for relative value opportunities across the
full range of fixed income market sectors. It is actively managed, seeking to
add value through a combination of sector and security-specific selections.
The Fixed Income process capitalizes on our firm's independent fundamental and
quantitative research to add value. The process begins with proprietary
expected return forecasts of our quantitative research team, which narrow the
investment universe and identify those sectors, securities, countries and
currencies that appear most/least attractive. These quantitative forecasts
enable us to prioritize the further in-depth analysis of our fundamental credit
and economic research teams. These fundamental research teams are focused on
forecasting credit and economic fundamentals which confirm or refute our
quantitative model findings.
Once the quantitative and fundamental forecasts have been made, our most senior
research and portfolio management professionals meet in "research review"
sessions where the forecasts are vetted with the goal of reconciling any
differences between quantitative and fundamental projections and determining
conviction level in each forecast, and identifying major themes to be
implemented in the portfolios. The US Core team then translates the final
research recommendations--
16 RIA features and benefits
the output of the research review sessions--into an appropriate portfolio risk
target (tracking error). The US Core Team budgets this risk across the primary
decisions (sector allocation, security selection and yield curve structure)
with the use of proprietary portfolio construction tools.
The US Core Fixed Income sub-portfolio may invest in a wide variety of publicly
traded debt instruments. The sub-portfolio's non-money market securities will
consist primarily of publicly-traded securities issued or guaranteed by the
United States Government (such as U.S. Treasury securities) or its agencies
(such as the Government National Mortgage Association), or instrumentalities
(such as the Federal National Mortgage Association), US dollar-denominated
sovereign and corporate debt of developed and developing nations, including,
but not limited to, bank obligations, notes, asset-backed securities,
mortgage-related securities (includes agency and non-agency fixed, Adjustable
Rate Mortgage and hybrid pass-throughs, agency and non-agency Collateralized
Mortgage Obligations, and dollar rolls), zero coupon bonds, preferred stock,
trust preferred securities and inflation protected securities. At the time in
which the account enters into a transaction involving potential economic
leverage (e.g., dollar roll transactions, when-issued securities, futures), the
Advisor will maintain cash or other liquid securities either on its records or
with the account's custodian, having an amount equal to or greater than the
market value of the position/commitment in question. In addition, the Advisor
will monitor the account on a periodic basis to ensure that adequate coverage
is maintained. It may also purchase 144A securities. The sub-portfolio may also
buy debt securities with equity features, such as conversion or exchange rights
or warrants for the acquisition of stock or participations based on revenues,
sales or profits. All such securities will be investment grade, at the time of
acquisition, i.e., rated BBB or higher by Standard & Poor's Corporation (S&P),
Baa or higher by Moody's Investor Services, Inc. (Moody's), BBB or higher by
Fitch or if unrated, will be of comparable investment quality. The
sub-portfolio may invest up to 10% of its assets in debt securities of
companies without substantial business in the United States. It may invest
directly in investment grade money market instruments. Cash equivalent
investments are defined as any security that has a maturity less than one year,
including repurchase agreements, in accordance with AXA Equitable guidelines.
Swap transactions are prohibited.
The overall sub-portfolio duration is maintained approximately within 10% of
the Lehman Aggregate Bond Index. Focus is on efficiently constructing a neutral
duration rather than on substantially lengthening or shortening the absolute
duration level.
The Cash sub-portfolio may invest directly in investment-grade money market
instruments.
The portfolio may invest in cash equivalents in a commingled investment fund
managed by the Adviser.
ASSET ALLOCATION POLICIES
The Portfolio includes an asset allocation with a 60% weighting for equity
securities and a 40% weighting for debt securities (see chart below). This
asset allocation, which has been adapted to AXA Equitable specifications, is
summarized below. The Advisor will allow the relative weightings of the
Portfolio's debt and equity components to vary in response to markets, but
ordinarily only by +/- 3% of the portfolio. Beyond those ranges, the Advisor
may generally rebalance the Portfolio toward the targeted asset allocation, in
line with AXA Equitable specifications. However, under extraordinary
circumstances, when the Advisor believes that conditions favoring one
investment style are compelling, the ranges may expand to 10% of the Portfolio,
with AXA Equitable's prior consent. Furthermore, the Advisor reserves the right
to modify the rebalancing targets which are based on the Advisor's current
quantitative research, should prevailing market conditions and other factors
necessitate.
------------------------------------------------------------------
Allocation AXA Equitable's
Portfolio Type Sub-Portfolio Specified Target
------------------------------------------------------------------
Global Equity Global Structured Equity 60%
------------------------------------------------------------------
Total fixed and 40%
money market
instruments
o Fixed o 35%-US Core FIxed Income
o Money market o 5%-Cash
instruments
------------------------------------------------------------------
RISKS OF INVESTMENT STRATEGIES
See "Risks of investing in the Funds" later in this prospectus, for information
on the risks associated with an investment in the Funds generally, and in the
AllianceBernstein Balanced Fund specifically.
THE ALLIANCEBERNSTEIN COMMON STOCK FUND
OBJECTIVE
The AllianceBernstein Common Stock Fund seeks to achieve long-term growth of
capital by investing in the securities of companies that we believe will share
in the growth of our nation's economy -- and those of other leading
industrialized countries -- over a long period. The Fund maintains its own
portfolio of securities.
INVESTMENT STRATEGIES
The AllianceBernstein Common Stock Fund (Separate Account No. 4) invests
primarily in common stock. The Fund generally invests in securities of
intermediate and large sized companies, but may invest in stocks of companies
of any size. At times the Fund may invest its equity holdings in a relatively
small number of issuers, provided that no investment when made causes more than
10% of the Fund's assets to be invested in the securities of one issuer.
The AllianceBernstein Common Stock Fund also may invest smaller amounts in
other equity-type securities, such as convertible preferred stocks or
convertible debt instruments. The Fund also may invest in non-equity
investments, including non-participating and non-convertible preferred stocks,
bonds and debentures. The Fund also may invest up to 15% of its total assets in
foreign securities (securities of established foreign companies without
substantial business in the United States).
The AllianceBernstein Common Stock Fund may make temporary investments in
government obligations, short-term commercial paper and other money market
instruments.
RIA features and benefits 17
RISKS OF INVESTMENT STRATEGIES
See "Risks of investing in the Funds" later in this prospectus, for information
on the risks associated with an investment in the Funds generally, and in the
AllianceBernstein Common Stock Fund specifically.
THE ALLIANCEBERNSTEIN MID CAP GROWTH FUND
OBJECTIVE
The AllianceBernstein Mid Cap Growth Fund (Separate Account No. 3) seeks to
achieve long-term capital growth through a diversified portfolio of equity
securities. The account will attempt to achieve this objective by investing
primarily in the common stock of medium-sized companies which have the
potential to grow faster than the general economy and to grow into much larger
companies.
INVESTMENT STRATEGIES
The AllianceBernstein Mid Cap Growth Fund is actively managed to obtain excess
return versus the Russell Mid Cap Growth Index. The Fund invested at least 80%
of its total assets in the common stock of companies with medium
capitalizations at the time of the Fund's investment, similar to the market
capitalizations of companies in the Russell Mid Cap Growth Index. Companies
whose capitalizations no longer meet this definition after purchase continue to
be considered to have a medium market capitalization for purposes of the 80%
policy. If deemed appropriate, in order to meet the investment objectives, the
Fund may invest in companies in cyclical industries as well as in securities
that the adviser believes are temporarily undervalued. The Fund may also invest
in foreign companies without substantial business in the United States.
The Fund may also invest in convertible preferred stocks, convertible debt
securities and short-term debt securities such as corporate notes, and
temporarily invest in money market instruments. Additionally, the Fund may
invest up to 10% of its total assets in restricted securities.
The Fund attempts to generate excess return by taking active risk in security
selection, and implementing a top-down strategic analysis and a bottom-up stock
selection approach, looking for companies with unique growth potential.
Economic sector allocation will also be taken into consideration, and the
account may often be concentrated in industries where research resources
indicate there is high growth potential. The Fund is fully invested.
RISKS OF INVESTMENT STRATEGIES
See "Risks of investing in the Funds" later in this prospectus, for information
on the risks associated with an investment in the Funds generally, and in the
AllianceBernstein Mid Cap Growth Fund specifically. Note, however, that due to
the AllianceBernstein Mid Cap Growth Fund's investment policies, this Fund
provides greater growth potential and greater risk than the AllianceBernstein
Bond, AllianceBernstein Common Stock and AllianceBernstein Balanced Funds. As a
result, you should consider limiting the amount allocated to this Fund,
particularly as you near retirement.
INVESTMENT MANAGER OF THE ALLIANCEBERNSTEIN BOND, ALLIANCEBERNSTEIN BALANCED,
ALLIANCEBERNSTEIN COMMON STOCK AND ALLIANCEBERNSTEIN MID CAP GROWTH FUNDS
We manage the AllianceBernstein Bond, AllianceBernstein Balanced,
AllianceBernstein Common Stock and AllianceBernstein Mid Cap Growth Funds. We
currently use the personnel and facilities of AllianceBernstein L.P.
("AllianceBernstein") for portfolio management, securities selection and
transaction services. We are the majority-owners of AllianceBernstein, a
limited partnership. We and AllianceBernstein are each registered investment
advisers under the Investment Advisers Act of 1940, as amended.
AllianceBernstein acts as investment adviser to various separate accounts and
general accounts of AXA Equitable and other affiliated insurance companies.
AllianceBernstein also provides investment management and advisory services to
mutual funds, endowment funds, insurance companies, foreign entities, qualified
and non-tax qualified corporate funds, public and private pension and profit-
sharing plans, foundations and tax-exempt organizations. The following
portfolio managers are primarily responsible for the day-to-day management of
the Funds:
--------------------------------------------------------------------------------
Business experience
Fund Portfolio Manager for past 5 years
--------------------------------------------------------------------------------
AllianceBernstein Bond Alison Martier (Team Portfolio manager at
Fund Leader) AllianceBernstein since
1993.
Shawn Keegan Portfolio manager at
AllianceBernstein since
2001
Joran Laird Portfolio manager at
AllianceBernstein since
2005
Greg Wilensky Portfolio manager at
AllianceBernstein since
1996.
--------------------------------------------------------------------------------
AllianceBernstein Balanced Alison Martier Portfolio Manager at
Fund AllianceBernstein since
1993
Shawn Keegan Portfolio Manager at
AllianceBernstein since
2001
Greg Wilensky Portfolio Manager at
AllianceBernstein since
1996
Joshua Lisser Portfolio Manager at
AllianceBernstein since
1992
Seth Masters Portfolio Manager at
AllianceBernstein since
1995
Thomas Fontaine Portfolio Manager at
AllianceBernstein since
2003
Chris Nikolich Portfolio Manager at
AllianceBernstein since
1997
--------------------------------------------------------------------------------
AllianceBernstein Common Alan Levi Portfolio manager at
Stock Fund AllianceBernstein since
1995.
--------------------------------------------------------------------------------
AllianceBernstein Mid Cap Catherine Wood Portfolio manager at
Growth Fund AllianceBernstein since
2001.
--------------------------------------------------------------------------------
The SAI provides additional information about the portfolio managers including
compensation, other accounts managed and ownership of securities of the Funds.
18 RIA features and benefits
As of December 31, 2006 AllianceBernstein had total assets under management of
approximately $717 billion. AllianceBernstein's main office is located at 1345
Avenue of the Americas, New York, New York 10105.
The Investment Committee of our Board of Directors must authorize or approve
the securities held in the AllianceBernstein Bond, AllianceBernstein Balanced,
AllianceBernstein Common Stock and AllianceBernstein Mid Cap Growth Funds.
Subject to the Investment Committee's broad supervisory authority, our
investment officers and managers have complete discretion over the assets of
these Funds and have been given discretion as to sales and, within specified
limits, purchases of stocks, other equity securities and certain debt
securities. When an investment opportunity arises that is consistent with the
objectives of more than one account, we allocate investment opportunities among
accounts in an impartial manner based on certain factors such as investment
objective and current investment and cash positions.
PORTFOLIO HOLDINGS POLICY FOR THE POOLED SEPARATE ACCOUNTS
A description of the policies and procedures with respect to disclosure of the
portfolio securities of The AllianceBernstein Bond Fund, The AllianceBernstein
Balanced Fund, The AllianceBernstein Common Stock Fund and the
AllianceBernstein Mid Cap Growth Fund is available in the SAI. Generally,
portfolio information is available 15 days after the month and free of charge
by calling 1-(866) 642-3127.
FUNDS INVESTING IN THE TRUSTS
The Funds of Separate Account No. 66 invest in corresponding portfolios of AXA
Premier VIP Trust and EQ Advisors Trust. The investment results you will
experience in any one of those Funds will depend on the investment performance
of the corresponding portfolios. The table below shows the names of the
corresponding portfolios, their investment objectives, and their advisers.
RIA features and benefits 19
PORTFOLIOS OF THE TRUSTS
You should note that some portfolios have objectives and strategies that are
substantially similar to those of certain retail funds that are purchased
directly rather than under a variable insurance product such as Retirement
Investment Account variable annuity. These funds may even have the same
manager(s) and/or a similar name. However, there are numerous factors that can
contribute to differences in performance between two investments, particularly
over short periods of time. Such factors include the timing of stock purchases
and sales; differences in fund cash flows; and specific strategies employed by
the portfolio manager.
AXA Equitable serves as the investment manager of the Portfolios of AXA Premier
VIP Trust and EQ Advisors Trust. AXA Equitable has entered into sub-advisory
agreements with investment advisers (the "sub-advisers") to carry out the
day-to-day investment decisions for the portfolios. As such, AXA Equitable
oversees the activities of the sub-advisers with respect to the Trusts and is
responsible for retaining or discontinuing the services of those sub-advisers.
The chart below indicates the sub-adviser(s) for each portfolio.
[Enlarge/Download Table]
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AXA Premier VIP Trust
Portfolio Name Objective Sub-Adviser(s)
-----------------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER HIGH YIELD(1) High total return through a combination of current o Pacific Investment Management Company
income and capital appreciation. LLC
o Post Advisory Group, LLC
-----------------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER TECHNOLOGY(2) Long-term growth of capital. o Firsthand Capital Management, Inc.
o RCM Capital Management LLC
o Wellington Management Company, LLP
-----------------------------------------------------------------------------------------------------------------------------------
EQ Advisors Trust
Portfolio Name Objective Sub-Adviser(s)
-----------------------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN GROWTH Seeks to provide a high total return. o AllianceBernstein L.P
AND INCOME
-----------------------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve high current income consistent with o AllianceBernstein L.P
MEDIATE GOVERNMENT relative stability of principal.
SECURITIES
-----------------------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P.
NATIONAL
-----------------------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN LARGE Seeks to achieve long-term growth of capital. o AllianceBernstein L.P.
CAP GROWTH
-----------------------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN QUALITY Seeks to achieve high current income consistent with o AllianceBernstein L.P
BOND moderate risk to capital.
-----------------------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN SMALL Seeks to achieve long-term growth of capital. o AllianceBernstein L.P
CAP GROWTH
-----------------------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN VALUE Seeks capital appreciation. o AllianceBernstein L.P
-----------------------------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC VALUE Seeks capital appreciation and secondarily, income. o BlackRock Investment Management, LLC
EQUITY(3)
-----------------------------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK INTERNATIONAL Seeks to provide current income and long-term growth of o BlackRock Investment Management
VALUE(4) income, accompanied by growth of capital. International Limited
-----------------------------------------------------------------------------------------------------------------------------------
EQ/CALVERT SOCIALLY Seeks long-term capital appreciation. o Calvert Asset Management Company, Inc.
RESPONSIBLE o Bridgeway Capital Management Inc.
-----------------------------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN GROWTH Seeks long-term growth of capital. o Capital Guardian Trust Company
-----------------------------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN To achieve long-term growth of capital. o Capital Guardian Trust Company
INTERNATIONAL+
-----------------------------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company
RESEARCH
-----------------------------------------------------------------------------------------------------------------------------------
20 RIA features and benefits
[Enlarge/Download Table]
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EQ Advisors Trust
Portfolio Name Objective Sub-adviser(s)
-----------------------------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN U.S. Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company
EQUITY
-----------------------------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX Seeks a total return before expenses that o AllianceBernstein L.P.
approximates the total return performance of the S&P
500 Index, including reinvestment of dividends, at a
risk level consistent with that of the S&P 500 Index.
-----------------------------------------------------------------------------------------------------------------------------------
EQ/EVERGREEN OMEGA Seeks long-term capital growth. o Evergreen Investment Management
Company, LLC
-----------------------------------------------------------------------------------------------------------------------------------
EQ/FI MID CAP Seeks long-term growth of capital. o Fidelity Management & Research Company
-----------------------------------------------------------------------------------------------------------------------------------
EQ/FI MID CAP VALUE+ Seeks long-term capital appreciation. o Fidelity Management & Research Company
-----------------------------------------------------------------------------------------------------------------------------------
EQ/JANUS LARGE CAP GROWTH Seeks long-term growth of capital. o Janus Capital Management LLC
-----------------------------------------------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE Long-term capital appreciation. o JPMorgan Investment Management Inc.
OPPORTUNITIES
-----------------------------------------------------------------------------------------------------------------------------------
EQ/MARSICO FOCUS Seeks long-term growth of capital. o Marsico Capital Management, LLC
-----------------------------------------------------------------------------------------------------------------------------------
EQ/MFS EMERGING GROWTH Seeks to provide long-term capital growth. o MFS Investment Management
COMPANIES+
-----------------------------------------------------------------------------------------------------------------------------------
EQ/MFS INVESTORS TRUST+ Seeks long-term growth of capital with a secondary o MFS Investment Management
objective to seek reasonable current income. For purposes
of this Portfolio, the words "reasonable current income"
mean moderate income.
-----------------------------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET Seeks to obtain a high level of current income, preserve o The Dreyfus Corporation
its assets and maintain liquidity.
-----------------------------------------------------------------------------------------------------------------------------------
EQ/SMALL CAP VALUE+ Seeks capital appreciation. o Lazard Asset Management LLC
o Franklin Advisory Services, LLC
-----------------------------------------------------------------------------------------------------------------------------------
EQ/VAN KAMPEN EMERGING Seeks long-term capital appreciation. o Morgan Stanley Investment
MARKETS EQUITY Management, Inc.
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(*) This portfolio information reflects the portfolio's name change effective on
or about May 29, 2007, subject to regulatory approval. The chart below
reflects the portfolio's name in effect, until on or about May 29, 2007. The
number in the "FN" column corresponds with the number contained in the table
above.
-----------------------------------------------
FN Portfolio Name until May 29, 2007
-----------------------------------------------
(1) AXA Premier VIP High Yield
(2) AXA Premier VIP Technology
(3) EQ/Mercury Basic Value Equity
(4) EQ/Mercury International Value
+ This investment option's name, investment objective and sub-adviser will
change on or about May 29, 2007, subject to regulatory approval. See the
supplement included with this prospectus for more information.
++ Please see the supplement included with this Prospectus regarding the
planned merger of this Portfolio.
You should consider the investment objectives, risks, and charges and expenses
of the Portfolios carefully before investing. The prospectuses for the Trusts
contain this and other important information about the Portfolios. The
prospectuses should be read carefully before investing.
RIA features and benefits 21
RISKS OF INVESTING IN THE FUNDS
All of the Funds invest in securities of one type or another. You should be
aware that any investment in securities carries with it a risk of loss, and you
could lose money investing in the Funds. The different investment objectives
and policies of each Fund may affect the return of each Fund and the risks
associated with an investment in that Fund.
Additionally, market and financial risks are inherent in any securities
investment. By market risks, we mean factors which do not necessarily relate to
a particular issuer, but affect the way markets, and securities within those
markets, perform. Market risks can be described in terms of volatility, that
is, the range and frequency of market value changes. Market risks include such
things as changes in interest rates, general economic conditions and investor
perceptions regarding the value of debt and equity securities. By financial
risks we mean factors associated with a particular issuer which may affect the
price of its securities, such as its competitive posture, its earnings and its
ability to meet its debt obligations.
The risk factors associated with an investment in the AllianceBernstein Bond,
AllianceBernstein Common Stock, AllianceBernstein Mid Cap Growth and
AllianceBernstein Balanced Funds are described below. See the SAI for
additional information regarding certain investment techniques used by these
Funds. See the prospectuses for each Trust for risk factors and investment
techniques associated with the portfolios in which the other Funds invest.
RISK FACTORS -- ALLIANCEBERNSTEIN BOND, ALLIANCEBERNSTEIN COMMON STOCK,
ALLIANCEBERNSTEIN MID CAP GROWTH AND ALLIANCEBERNSTEIN BALANCED FUNDS
COMMON STOCK. Investing in common stocks and related securities involves the
risk that the value of the stocks or related securities purchased will
fluctuate. These fluctuations could occur for a single company, an industry, a
sector of the economy, or the stock market as a whole. These fluctuations could
cause the value of the Fund's investments -- and, therefore, the value of the
Fund's units -- to fluctuate.
SECURITIES OF MEDIUM AND SMALLER SIZED COMPANIES.
The AllianceBernstein Mid Cap Growth Fund invests primarily in the securities
of medium-sized companies. The AllianceBernstein Common Stock and
AllianceBernstein Balanced Funds may also make these investments, as well as
investments in smaller-sized companies. The securities of small and medium-
sized, less mature, lesser known companies involve greater risks than those
normally associated with larger, more mature, well-known companies. Therefore,
consistent earnings may not be as likely in small companies as in large
companies.
The Funds also run a risk of increased and more rapid fluctuations in the value
of its investments in securities of small or medium-sized companies. This is
due to the greater business risks of small-size and limited product lines,
markets, distribution channels, and financial and managerial resources.
Historically, the price of small (less than $1 billion) and medium (between $1
and $15 billion) capitalization stocks and stocks of recently organized
companies have fluctuated more than the larger capitalization stocks and the
overall stock market. One reason is that small and medium-sized companies have
a lower degree of liquidity in the markets for their stocks, and greater
sensitivity to changing economic conditions.
NON-EQUITY SECURITIES. Investing in non-equity securities, such as bonds and
debentures, involves the risk that the value of these securities held by the
AllianceBernstein Bond, the AllianceBernstein Balanced and the
AllianceBernstein Common Stock Funds -- and, therefore, the value of each of
the Fund's units -- will fluctuate with changes in interest rates (interest
rate risk) and the perceived ability of the issuer to make interest or
principal payments on time (credit risk). A decline in prevailing interest
rates generally will increase the value of the securities held by the
AllianceBernstein Bond Fund, while an increase in prevailing interest rates
usually reduces the value of the AllianceBernstein Bond Fund's holdings. As a
result, interest rate fluctuations will affect the value of AllianceBernstein
Bond Fund units, but will not affect the income received from the Fund's
current portfolio holdings. Moreover, convertible securities, which may be in
the AllianceBernstein Bond, AllianceBernstein Balanced, AllianceBernstein
Common Stock and AllianceBernstein Mid Cap Growth Funds, such as convertible
preferred stocks or convertible debt instruments, contain both debt and equity
features, and may lose significant value in periods of extreme market
volatility.
FOREIGN INVESTING. Investing in securities of foreign companies that may not do
substantial business in the United States involves additional risks, including
risk of loss from changes in the political or economic climate of the countries
in which these companies do business. Foreign currency fluctuations, exchange
controls or financial instability could cause the value of the
AllianceBernstein Common Stock, Mid Cap Growth and Balanced Funds' foreign
investments to fluctuate. Additionally, foreign accounting, auditing and
disclosure standards may differ from domestic standards, and there may be less
regulation in foreign countries of stock exchanges, brokers, banks, and listed
companies than in the United States. As a result, the Fund's foreign
investments may be less liquid and their prices may be subject to greater
fluctuations than comparable investments in securities of U.S. issuers.
RESTRICTED SECURITIES. Investing in restricted securities involves additional
risks because these securities generally (1) are less liquid than
non-restricted securities and (2) lack readily available market quotations.
Accordingly, the AllianceBernstein Bond, AllianceBernstein Balanced and the
AllianceBernstein Mid Cap Growth Funds may be unable to quickly sell their
restricted security holdings at fair market value.
The following discussion describes investment risks unique to either the
AllianceBernstein Common Stock Fund, AllianceBernstein Mid Cap Growth Fund or
the AllianceBernstein Balanced Fund.
INVESTMENT CONCENTRATION. Concentrating the AllianceBernstein Common Stock
Fund's equity holdings in the stocks of a few companies increases the risk of
loss, because a decline in the value of one of these stocks would have a
greater impact on the Fund. As of December 31, 2006, the Fund held 18.1% of its
net assets in the stocks of four issuers. See Separate Account No. 4 (Pooled)
Statement of Investments and Net Assets in the SAI.
22 RIA features and benefits
RISKS OF INVESTMENT STRATEGIES. Due to the AllianceBernstein Mid Cap Growth
Fund's aggressive investment policies, this Fund provides greater growth
potential and may have greater risk than other equity offerings. As a result,
you should consider limiting the amount allocated to this Fund, particularly as
you near retirement.
CHANGE OF INVESTMENT OBJECTIVES
We can change the investment objectives of the AllianceBernstein Bond,
AllianceBernstein Common Stock, AllianceBernstein Mid Cap Growth and
AllianceBernstein Balanced Funds if the New York State Insurance Department
approves the change.
The investment objectives of the portfolios of the Trusts may be changed by the
Board of Trustees of each Trust without the approval of shareholders. See
"Voting rights" under "More information" later in this prospectus.
GUARANTEED INTEREST OPTION
The guaranteed interest option is part of our general account and pays interest
at guaranteed rates. We discuss our general account under "More information"
later in this prospectus.
The amount allocated to the guaranteed interest option earns interest at the
current guaranteed interest rate which is an annual effective rate. After we
credit the interest, we deduct certain charges and fees.
We credit interest through and allocate interest on the date of any transfer or
withdrawal transaction. We credit interest each day of the month to the account
value in the guaranteed interest account at the beginning of the day at a daily
rate equivalent to the guaranteed interest rate that applies to those amounts.
CURRENT AND MINIMUM INTEREST RATES
Except as described below, the "current rate" is the rate of interest that we
actually credit to amounts in the guaranteed interest option for any given
calendar year. We declare current rates for each class of employer plan that is
using the RIA annuity contract as its funding vehicle before the beginning of
each calendar year. In addition to the current rate, we declare "minimum rates"
for the next two calendar years. Except as stated below, the minimum interest
rates will never be lower than 4%. If the employer plan's contract permits
investment in the AllianceBernstein Bond Fund, we may at times have the right
to declare a lower current rate of interest ("revised rate") which will remain
in effect for the remainder of the calendar year only for new amounts
contributed or transferred by the employer plan to the guaranteed interest
option. See "Special rules applicable to the AllianceBernstein Bond Fund" later
in this prospectus, for the circumstances under which a revised rate might be
declared. Such revised rate will reflect market interest rates for money market
instruments and other short-term investments existing at the time any such
amount is contributed or transferred to the guaranteed interest option without
regard to any previously declared minimum rate.
The current interest rate for 2007 and the minimum interest rates for 2008 and
2009 guaranteed for each class, are stated in the proposal documents submitted
to sponsors of prospective RIA employer plans. The establishment of new classes
will not decrease the rates that apply to employer plans already assigned to a
previous class. The effective current rate for 2008 and the minimum rates
effective for calendar year 2009 and 2010 will be declared in December 2007.
CLASSES OF EMPLOYER PLANS
We assigned an employer plan to a "class" of employer plans upon its
participation in the Master Retirement Trust in order to help us determine the
current and minimum guaranteed rates of interest that apply for the employer
plan participating in the guaranteed interest option under the RIA annuity
contract. The initial class of employer plans to which an employer plan was
assigned depended on the date the plan was adopted.
REVISED INTEREST RATES
All of the following conditions must exist for us to declare a revised rate:
o on the date of the allocation, the aggregate amount held in the
AllianceBernstein Bond Fund with respect to all employer plans comprising
AXA Equitable's Small Pension book of business is at least 10% of the
aggregate amount then held under all the contracts which fund those plans;
o on the date of the allocation, the "current" guaranteed interest rate with
respect to the employer plan's guaranteed interest option that would
otherwise apply, exceeds the benchmark treasury rate by at least 0.75%; and
o prior allocations to the guaranteed interest option for the employer plan
during that calendar year equal or exceed 110% of the average annual
allocations to the guaranteed interest option for the employer plan during
the three immediately preceding calendar years.
If we declare a revised rate for plans permitted to invest in the
AllianceBernstein Bond Fund the employer or plan trustee may, by written
notice, withdraw all or part of the amount that would be credited with such
lower revised rate, without deduction of the contingent withdrawal charge. The
investment, for the remainder of the calendar year, of such withdrawn or
returned amounts in a funding vehicle other than RIA shall not be considered a
violation of an employer plan's exclusive funding obligation provided such
amount is contributed to RIA at the beginning of the following calendar year.
RIA features and benefits 23
2. How we value your account value
--------------------------------------------------------------------------------
FOR THE FUNDS. When you invest in a Fund, your contribution or transfer
purchases "units" of that Fund. The unit value on any day reflects the value of
the Fund's investments for the day and the charges and expenses we deduct from
the Fund. We calculate the number of units you purchase by dividing the amount
you invest by the unit value of the Fund as of the close of business on the day
we receive your contribution or transfer instruction.
--------------------------------------------------------------------------------
Generally, our "business day" is any day on which the New York Stock Exchange
is open for trading. A business day does not include any day we choose not to
open due to emergency conditions. We may also close early due to emergency
conditions.
--------------------------------------------------------------------------------
On any given day, your account value in any Fund equals the number of the
Fund's units credited to your account, adjusted for any Fund's units cancelled
from your account, multiplied by that day's value for one Fund unit. In order
to take deductions from any Fund, we cancel units having a value equal to the
amount we need to deduct. Otherwise, the number of your Fund units of any Fund
does not change unless you make additional contributions, make a withdrawal,
make a transfer, or request some other transaction that involves moving assets
into or out of that Fund.
FOR THE GUARANTEED INTEREST OPTION. The value of any investment in the
guaranteed interest option is, at any time, the total contributions allocated
to the guaranteed interest option, plus the interest earned, less (i)
withdrawals to make employer plan benefit payments, (ii) withdrawals to make
other employer plan withdrawals (including loans) and (iii) charges and fees
provided for under the contracts.
HOW WE DETERMINE THE UNIT VALUE
When contributions are invested in the Funds, the number of units outstanding
attributable to each Fund is correspondingly increased; and when amounts are
withdrawn from one of these Funds, the number of units outstanding attributable
to that Fund is correspondingly decreased.
For the AllianceBernstein Bond, AllianceBernstein Balanced, AllianceBernstein
Common Stock and AllianceBernstein Mid Cap Growth Funds, the unit values
reflect investment performance and investment management and financial
accounting fees. We determine the respective unit values for these Funds by
multiplying the unit value for the preceding business day by the net investment
factor for that subsequent day. We determine the net investment factor as
follows:
o First, we take the value of the Fund's assets at the close ofbusi ness on
the preceding business day.
o Next, we add the investment income and capital gains, ealized
and unrealized, that are credited to the assets of the Fund during the
business day for which the net investment factor is being determined.
o Then, we subtract the capital losses, realized and unrealized, and
investment management and financial accounting fees charged to the Fund
during that business day.
o Finally, we divide this amount by the value of the Fund's assets at the
close of the preceding business day.
Prior to June 1, 1994, for the AllianceBernstein Bond, AllianceBernstein
Balanced, AllianceBernstein Common Stock and AllianceBernstein Mid Cap Growth
Funds, the investment management and financial accounting fees were deducted
monthly from employer plan balances in these Funds.
For a Fund of Separate Account No. 66, the unit value for any business day
together with any preceding non-business days ("valuation period") is equal to
the unit value for the preceding valuation period multiplied by the net
investment factor for that Investment Fund for that valuation period. The net
investment factor for a valuation period is:
( a )
(---) - c
( b )
where:
(a) is the value of the Fund's shares of the corresponding portfolio at the end
of the valuation period before giving effect to any amounts allocated to or
withdrawn from the Investment Fund for the valuation period. For this
purpose, we use the share value reported to us by the applicable Trust. This
share value is after deduction for investment advisory fees and other
expenses of each Trust.
(b) is the value of the Fund's shares of the corresponding portfolio at the end
of the preceding valuation period (after any amounts are allocated or
withdrawn for that valuation period).
(c) is the daily factor for the separate account administrative charge
multiplied by the number of calendar days in the valuation period.
HOW WE VALUE THE ASSETS OF THE FUNDS
Assets of the AllianceBernstein Bond, AllianceBernstein Balanced,
AllianceBernstein Common Stock and AllianceBernstein Mid Cap Growth Funds are
valued as follows:
o Common stocks listed on national securities exchanges are valued at the last
sale price. If on a particular day there is no sale, the stocks are valued
at the latest available bid price reported on a composite tape. Other
unlisted securities reported on the NASDAQ Stock Exchange are valued at
inside (highest) quoted bid prices.
o Foreign securities not traded directly, or in ADR form, in the United
States, are valued at the last sale price in the local currency on an
exchange in the country of origin. Foreign currency is converted into
dollars at current exchange rates.
24 How we value your account value
o United States Treasury securities and other obligations issued or guaranteed
by the United States Government, its agencies or instrumentalities are
valued at representative quoted prices.
o Long-term publicly traded corporate bonds (i.e., maturing in more than one
year) are valued at prices obtained from a bond pricing service of a major
dealer in bonds when such prices are available; however, in circumstances
where it is deemed appropriate to do so, an over-the-counter or exchange
quotation may be used.
o Convertible preferred stocks listed on national securities exchanges are
valued at their last sale price or, if there is no sale, at the latest
available bid price.
o Convertible bonds and unlisted convertible preferred stocks are valued at
bid prices obtained from one or more major dealers in such securities; where
there is a discrepancy between dealers, values may be adjusted based on
recent premium spreads to the underlying common stock.
o Short-term debt securities that mature in more than 60 days are valued at
representative quoted prices. Short-term debt securities that mature in 60
days or less are valued at amortized cost, which approximates market value.
o Option contracts listed on organized exchanges are valued at last sale
prices or closing asked prices, in the case of calls, and at quoted bid
prices, in the case of puts. The market value of a put or call will usually
reflect, among other factors, the market price of the underlying security.
When a Fund writes a call option, an amount equal to the premium received by
the Fund is included in the Fund's financial statements as an asset and an
equivalent liability. The amount of the liability is subsequently
marked-to-market to reflect the current market value of the option written.
The current market value of a traded option is the last sale price or, in
the absence of a sale, the last offering price. When an option expires on
its stipulated expiration date or a Fund enters into a closing purchase or
sales transaction, the Fund realizes a gain or loss without regard to any
unrealized gain or loss on the underlying security, and the liability
related to such option is extinguished. When an option is exercised, the
Fund realizes a gain or loss from the sale of the underlying security, and
the proceeds of the sale are increased by the premium originally received,
or reduced by the price paid for the option.
FAIR VALUATION
For the Pooled Separate Accounts, securities and other assets for which market
quotations are not readily available (or for which market quotations may not be
reliable) are valued at their fair value under the direction of our investment
officers in accordance with accepted accounting practices and applicable laws
and regulations. Market quotations may not be readily available or reliable if,
for example, trading has been halted in the particular security; the security
does not trade for an extended period of time; or a trading limit has been
imposed.
For the Funds offered under Separate Account No. 66, securities and other
assets for which market quotations are not readily available (or for which
market quotations may not be reliable) are valued at their fair value under
policies and procedures established by the Trusts. For more information, please
see the prospectuses for the applicable Trust.
The effect of fair value pricing is that securities may not be priced on the
basis of quotations from the primary market in which they are traded, but
rather may be priced by another method deemed to reflect fair value. Such a
policy is intended to assure that the net asset value of a separate account or
fund fairly reflects security values as of the time of pricing.
How we value your account value 25
3. Transfers
--------------------------------------------------------------------------------
TRANSFERS AMONG INVESTMENT OPTIONS
You may transfer accumulated amounts among the investment options at any time
and in any amount, subject to the transfer limitations described below. In
addition to our rules, transfers among the investment options may be subject to
employer plan provisions which may limit or disallow such movements. We do not
impose a charge for transfers among the investment options.
The following section describes transfer limitations that apply, under certain
situations, to amounts transferred out of the guaranteed interest option during
the calendar quarter in which the request is made and the three preceding
calendar quarters ("transfer period").
PARTICIPANT-DIRECTED PLANS. Under these plans, the contract owner has
instructed us to accept the plan trustee's allocations that are in accordance
with the plan participants' directions. If the employer elects to fund the
employer plan with the guaranteed interest option and the EQ/Money Market,
AllianceBernstein Bond, EQ/AllianceBernstein Intermediate Government
Securities, EQ/AllianceBernstein Quality Bond or AXA Premier VIP High Yield
Funds, during any transfer period, the following limitations apply:
For plans electing the optional participant recordkeeping services ("PRS"), the
maximum amount that may be transferred by the trustee on behalf of a
participant from the guaranteed interest option is equal to the greater of: (i)
25% of the amount the participant had in the guaranteed interest option as of
the last calendar day of the prior calendar year, or (ii) the total of all
amounts transferred out of the guaranteed interest option during the prior
calendar year on the participant's behalf. Generally, this means that new
participants will not be able to direct the trustee to transfer amounts out of
the guaranteed interest option during the first calendar year of their
participation under the contract.
If assets have been transferred from another funding vehicle by the employer,
then the participant, for the remainder of that calendar year, may direct the
trustee to transfer to the Funds up to 25% of such transferred amount that the
participant initially allocated to the guaranteed interest option.
For plans not electing the PRS, the maximum amount that may be transferred from
the guaranteed interest option is equal to the greater of: (i) 25% of the
amount the employer plan had in the guaranteed interest option as of the last
calendar day of the prior calendar year, or (ii) the total of all amounts the
employer plan transferred out of the guaranteed interest option during the
prior calendar year. The employer plan is responsible for monitoring this
transfer limitation. PRS is discussed in "Optional participant recordkeeping
services" later in this prospectus.
If assets have been transferred from another funding vehicle by the employer,
then the trustee on behalf of the participant, for the remainder of that
calendar year, may transfer to the Funds up to 25% of such transferred amount
that was initially allocated to the guaranteed interest option.
From time to time, we may remove certain restrictions that apply to
transferring amounts out of the guaranteed interest option. If we do so, we
will tell you. We will also tell you at least 45 days in advance of the day
that we intend to reimpose the transfer restrictions.
TRUSTEE-DIRECTED PLANS. Transfers of accumulated amounts among the investment
options will be permitted as determined by us in our sole discretion only.
If assets have been transferred from another funding vehicle by the employer,
then the plan trustee, for the remainder of that calendar year, may transfer to
an investment option up to 25% of such transferred amount that was initially
allocated to the guaranteed interest option.
SPECIAL RULES APPLICABLE TO THE ALLIANCEBERNSTEIN BOND FUND
The AllianceBernstein Bond Fund is available only to participant-directed
employer plans that signed an agreement to participate in that Fund prior to
June 1, 1994 ("old employer plans"). If the employer has not made Funds of
Separate Account No. 66 available under a participant-directed employer plan,
special transfer rules which provide transfer restrictions, described below
will apply. If an old employer plan adds any of the Funds held in Separate
Account No. 66, the AllianceBernstein Bond Fund will no longer be subject to
any transfer restrictions. However, transfers out of the guaranteed interest
option will be subject to certain restrictions described above.
TRANSFERS TO THE ALLIANCEBERNSTEIN BOND FUND. Except as described below, a plan
participant in an old employer plan may elect to transfer to the
AllianceBernstein Bond Fund any amount (in whole percentages) arising from
participant-directed contributions. We will process requests to transfer
amounts to the AllianceBernstein Bond Fund only if, at the time of the transfer
request, the current guaranteed interest rate for the plan's guaranteed
interest option is higher than the then-current "benchmark treasury rate." The
benchmark treasury rate, as determined in accordance with our procedures, can
be obtained via a daily tape recording by calling the RIA service office at
1-800-967-4560.
If we will not process a transfer request, we will notify the employer within
four business days. We will not redirect the transfer to another investment
option and will not maintain any record of such request for future processing.
TRANSFERS FROM THE ALLIANCEBERNSTEIN BOND FUND. A plan participant in an old
employer plan may elect to transfer any amount (in whole percentages) held in
the AllianceBernstein Bond Fund to one or more investment options.
DISRUPTIVE TRANSFER ACTIVITY
You should note that the contract is not designed for professional "market
timing" organizations, or other organizations or individuals
26 Transfers
engaging in a market timing strategy. The contract is not designed to
accommodate programmed transfers, frequent transfers or transfers that are
large in relation to the total assets of the Fund or the underlying portfolio.
Frequent transfers, including market timing and other program trading or
short-term trading strategies, may be disruptive to the Funds or the underlying
portfolios in which the Funds invest. Disruptive transfer activity may
adversely affect performance and the interests of long-term investors by
requiring a Fund or portfolio to maintain larger amounts of cash or to
liquidate portfolio holdings at a disadvantageous time or price. For example,
when market timing occurs, a Fund or portfolio may have to sell its holdings to
have the cash necessary to redeem the market timer's investment. This can
happen when it is not advantageous to sell any securities, so investment
performance may be hurt. When large dollar amounts are involved, market timing
can also make it difficult to use long-term investment strategies because a
Fund or portfolio cannot predict how much cash it will have to invest. In
addition, disruptive transfers or purchases and redemptions of Fund or
portfolio investments may impede efficient Fund or portfolio management and
impose increased transaction costs, such as brokerage costs, by requiring the
Fund or portfolio manager to effect more frequent purchases and sales of Fund
or portfolio securities. Similarly, a Fund or portfolio may bear increased
administrative costs as a result of the asset level and investment volatility
that accompanies patterns of excessive or short-term trading. Funds or
portfolios that invest a significant portion of their assets in foreign
securities or the securities of small- and mid-capitalization companies tend to
be subject to the risks associated with market timing and short-term trading
strategies to a greater extent than Funds or portfolios that do not. Securities
trading in overseas markets present time zone arbitrage opportunities when
events affecting Fund or portfolio securities values occur after the close of
the overseas market but prior to the close of the U.S. markets. Securities of
small- and mid-capitalization companies present arbitrage opportunities because
the market for such securities may be less liquid than the market for
securities of larger companies, which could result in pricing inefficiencies.
Please see the prospectuses for the underlying portfolios for more information
on how portfolio shares are priced.
We currently use the procedures described below to discourage disruptive
transfer activity. You should understand, however, that these procedures are
subject to the following limitations: (1) they rely on the policies and
procedures implemented by the Fund or underlying portfolios; (2) they do not
eliminate the possibility that disruptive transfer activity, including market
timing, will occur or that performance will be affected by such activity; and
(3) the design of market timing procedures involves inherently subjective
judgments, which we seek to make in a fair and reasonable manner consistent
with the interests of all contract owners.
We offer investment options with underlying portfolios that are part of the AXA
Premier VIP Trust and EQ Advisors Trust (the "trusts"). The trusts have adopted
policies and procedures regarding disruptive transfer activity. They discourage
frequent purchases and redemptions of portfolio shares and will not make
special arrangements to accommodate such transactions. They aggregate inflows
and outflows for each portfolio on a daily basis. On any day when a portfolio's
net inflows or outflows exceed an established monitoring threshold, the trust
obtains from us owner trading activity. The trusts currently consider transfers
into and out of (or vice versa) the same Fund within a five business day period
as potentially disruptive transfer activity. Each trust reserves the right to
reject a transfer that it believes, in its sole discretion, is disruptive (or
potentially disruptive) to the management of one of its portfolios. Please see
the prospectuses for the trusts for more information.
When a contract owner is identified as having engaged in a potentially
disruptive transfer under the contract for the first time, a letter is sent to
the contract owner explaining that there is a policy against disruptive
transfer activity and that if such activity continues certain transfer
privileges may be eliminated. If and when the contract owner is identified a
second time as engaged in potential disruptive transfer activity under the
contract, we currently prohibit the use of voice, fax and automated transaction
services. We currently apply such action for the remaining life of each
affected contract. We or the trusts may change the definition of potentially
disruptive transfer activity, the monitoring procedures and thresholds, any
notification procedures, and the procedures to restrict this activity. The
current and any new or revised policies and procedures will apply to all
contract owners uniformly. We do not permit exceptions to our policies
restricting disruptive transfer activity.
For the Pooled Separate Accounts, the portfolio managers review aggregate cash
flows on a daily basis. If the portfolio managers consider transfer activity
with respect to an account to be disruptive, AXA Equitable reviews contract
owner trading activity to identify any potentially disruptive transfer
activity. AXA Equitable follows the same policies and procedures identified in
the previous paragraph. We may change those policies and procedures, and the
current and any new or revised policies or procedures will apply to all
contract owners uniformly. We do not permit exceptions to our policies
restricting disruptive transfer activity.
It is possible that the trusts may impose a redemption fee designed to
discourage frequent or disruptive trading by contract owners. As of the date of
this prospectus, the trusts had implemented such a fee. If a redemption fee is
implemented by the trusts, that fee, like any other trust fee, will be borne by
the contract owner.
Contract owners should note that it is not always possible for us and the
trusts to identify and prevent disruptive transfer activity. In addition,
because we do not monitor for all frequent trading in the trust portfolios at
the separate account level, contract owners may engage in frequent trading
which may not be detected, for example due to low net inflows or outflows on
the particular day(s). Therefore, no assurance can be given that we or the
affiliated trusts will successfully impose restrictions on all potentially
disruptive transfers. Because there is no guarantee that disruptive trading
will be stopped, some contract owners may be treated differently than others,
resulting in the risk that some contract owners may be able to engage in
frequent transfer activity while others will bear the effect of that frequent
transfer activity. The potential effects of frequent transfer activity are
discussed above.
Transfers 27
4. Access to your account value
--------------------------------------------------------------------------------
PARTICIPANT LOANS
Contract withdrawals to make participant loans are available under RIA, if the
employer plan permits them. Participants must apply for a plan loan through the
employer plan. The plan administrator is responsible for administering the loan
program. Loans are subject to restrictions under federal tax rules and ERISA.
See "Tax information" later in this prospectus.
Below we briefly summarize some of the important terms of the loan provisions
under RIA. A more detailed discussion is provided in the SAI under "Loan
provisions."
Generally, all loan amounts must be taken from the guaranteed interest option.
The participant must pay the interest as required by federal income tax rules.
All repayments are made back into the guaranteed interest option. If the
participant fails to repay the loan when due, the amount of the unpaid balance
may be subject to a contingent withdrawal charge, taxes, and additional penalty
taxes. Interest paid on a retirement plan loan is not deductible.
The minimum amount of a loan for a participant is $1,000, and the maximum
amount is 90% of the balances attributable to the plan participant in all the
investment options. We also charge a loan fee in an amount equal to 1% of the
loan principal amount on the date a loan is made. In addition, while the
maximum amount of a loan under the Contract is 90% of the balances attributable
to the plan participant, the amount of the loan to a participant under the plan
is limited by federal tax rules. Those rules will limit the amount of a loan
the participant may withdraw under the Contract.
CHOOSING BENEFIT PAYMENT OPTIONS
RIA offers a variety of benefit payment options, subject to the provisions of
an employer's plan. Plan participants should consult their employer for
details. An employer's plan may allow a choice of one or more of the following
forms of distribution:
o purchase of one of our annuities;
o lump sum distribution;
o use of part of the proceeds to purchase one of our annuities with the
balance to be paid as a lump sum; or
o permitted cash withdrawals.
Subject to the provisions of your plan, RIA makes available the following forms
of fixed annuities:
o life annuity;
o life annuity - period certain;
o life annuity - refund certain;
o period certain annuity; and
o qualified joint and survivor life annuity.
All of the forms outlined above (with the exception of the qualified joint and
survivor life annuity) are available as either single or joint life annuities.
We also offer other annuity forms not outlined here.
The various fixed annuities we offer under RIA are described in greater detail
in the SAI under "Annuity benefits." As a general matter, the minimum amount
that can be used to purchase any type of annuity, net of all applicable charges
and fees, is $3,500. An annuity administrative fee of $175 will be deducted
from the amount used to purchase an annuity.
We require that the amount of any benefit distribution from an employer plan
that uses RIA as a partial investment funding vehicle be in proportion to the
amount of plan assets held in RIA, unless we and the plan trustees specifically
agree in writing to some other method.
Requests for cash distributions must be made to us on an aggregate basis
opposed to a participant-by-participant basis, except for employer plans using
the PRS discussed in "Optional participant recordkeeping services" later in
this prospectus. Cash withdrawals by a plan participant prior to retirement may
give rise to contingent withdrawal charges, and tax penalties or other adverse
tax consequences. See "Tax information" later in this prospectus.
We make distribution checks payable to the trustees of the plan. The plan
trustees are responsible for distribution of Funds to the participant or other
payee and for any applicable federal and state income tax withholding and
reporting. See "Tax information" later in this prospectus.
RIA does not have separate disability or death benefit provisions. All
disability and death benefits are provided in accordance with the employer
plan.
28 Access to your account value
5. RIA
--------------------------------------------------------------------------------
This section explains RIA in further detail. It is intended for employers who
use RIA, but contains information of interest to plan participants as well.
Plan participants should, of course, understand the provisions of their plan
that describes their rights in more specific terms.
RIA is an investment program designed for employer plans that qualify for
tax-favored treatment under Section 401(a) of the Code. Eligible employer plans
include defined benefit plans, defined contribution plans or profit-sharing
plans, including 401(k) plans. These employer plans generally must also meet
the requirements of ERISA.
RIA consists of two group annuity contracts ("contracts") issued by AXA
Equitable, a Master Retirement Trust agreement, a participation or installation
agreement, and an optional participant recordkeeping services ("PRS")
agreement. RIA had $140 million in assets as of December 31, 2006.
Our service consultants are available to answer your questions about RIA.
Please contact us by using the telephone number or addresses listed under "How
to reach us - Information on joining RIA" earlier in this prospectus.
SUMMARY OF PLAN CHOICES OF RIA
RIA is used:
o as the exclusive funding vehicle for the assets of an employer plan. Under
this option, the annual amount of plan contributions must be at least
$10,000. We call this type of plan an "exclusive funding employer plan"; or
o as a partial investment funding vehicle for an employer plan. Under this
option, the aggregate amount of contributions in the initial participation
year must be at least $50,000, and the annual aggregate amount of
contributions thereafter must be at least $25,000. We call this type of plan
a "partial funding employer plan." We do not offer the guaranteed interest
option with a partial funding employer plan. A partial funding agreement
with us was required to use this partial funding employer plan.
An exclusive funding employer plan may not change its participation basis to
that of a partial funding employer plan, or vice versa, unless the underwriting
and other requirements referred to above are satisfied and approved by us. We
reserve the right to impose higher annual minimums for certain plans. We will
give you advance notice of any such changes.
You have the choice of using RIA with two types of plans. You may use RIA for:
o participant-directed employer plans, which permit participants to allocate
contributions and transfer account accumulations among the investment
options; or
o trustee-directed employer plans, which permit these types of investment
decisions to be made only by the employer, a trustee or any named fiduciary
or an authorized delegate of the plan.
At our sole discretion, a trustee-directed plan may change its participation
basis to a participant-directed plan.
Making the right choices for your plan depends on your own set of
circumstances. We recommend that you review all contracts and trust,
participation and related agreements with your legal and tax counsel.
HOW TO MAKE CONTRIBUTIONS
REGULAR CONTRIBUTIONS. Contributions may be made by check or by wire transfer.
All contributions under an employer plan should be sent to the address under
"For contributions checks only" in "Information once you join RIA" earlier in
this prospectus. All contributions made by check must be drawn on a U.S. bank,
in U.S. dollars, and made payable to AXA Equitable. Third-party checks are not
acceptable, except for rollover contributions, tax-free exchanges or trustee
checks that involve no refund. All checks are subject to our ability to collect
the funds. We reserve the right to reject a payment if it is received in an
unacceptable form.
Contributions are normally credited on the business day that we receive them.
Contributions are only accepted from the employer or plan trustee.
There is no minimum amount for each contribution where employer plan
contributions are made on a basis more frequent than annually. The total amount
of contributions under an employer plan is limited by law. See "Tax
information" later in this prospectus.
To make a rollover or transfer to an existing RIA Plan, funds must be in cash.
Therefore, any assets accumulated under another existing plan will have to be
liquidated for cash.
SELECTING INVESTMENT OPTIONS
You can select from the investment options available under the contracts. The
maximum number of active options you may select at any time is 25. Plan
participant choices will be limited to the investment options selected. If the
Plan is intended to comply with the requirements of ERISA Section 404(c), the
employer or the plan trustee is responsible for making sure that the investment
options chosen constitute a broad range of investment choices as required by
the Department of Labor ("DOL") Section 404(c) regulations.
Generally, for participant-directed plans, if you intend for your plan to
comply with ERISA Section 404(c), you should, among other things:
o select the EQ/Money Market Fund if you select any of the
EQ/AllianceBernstein Intermediate Government Securities,
EQ/AllianceBernstein Quality Bond or Multimanager High Yield* Funds; or
o select the guaranteed interest option if you do not select any of the
EQ/Money Market, EQ/AllianceBernstein Intermediate Government Securities,
EQ/AllianceBernstein Quality Bond, Multimanager High Yield* or
EQ/AllianceBernstein Small Cap Growth Funds.
RIA 29
If you select any of the EQ/Money Market, AllianceBernstein Bond,
EQ/AllianceBernstein Intermediate Government Securities, EQ/AllianceBernstein
Quality Bond or Multimanager High Yield* Funds and the guaranteed interest
option, certain restrictions will apply to transfers out of the guaranteed
interest option. The AllianceBernstein Bond Fund is available only to employer
plans that signed an agreement to participate in that Fund through the RIA
annuity contract prior to June 1, 1994, and, as described above, special
transfer rules apply for these employer plans. If you add any of the Funds of
Separate Account No. 66, the AllianceBernstein Bond Fund will no longer be
subject to any transfer restrictions. However, transfers out of the guaranteed
interest option will be subject to certain restrictions.
* Please see "Portfolios of the Trusts" in "RIA features and benefits" in this
Prospectus for changes affecting these investment options.
ALLOCATING PROGRAM CONTRIBUTIONS
We allocate contributions to the investment options in accordance with the
allocation instructions provided to us by the plan trustee or the individual
who the plan trustee has previously authorized in writing. Allocations may be
made by dollar amounts or in any whole number percentages that total 100%.
Allocation changes may be made without charge, but may be subject to employer
plan provisions that may limit or disallow such movements.
30 RIA
6. Distributions
--------------------------------------------------------------------------------
Keep in mind two sets of rules when considering distributions or withdrawals
from RIA. The first are rules and procedures that apply to the investment
options, exclusive of the provisions of your plan. We discuss those in this
section. The second are rules specific to your plan, which are not described
here.
Moreover, distribution and benefit payment options under a tax qualified
retirement plan are subject to complicated legal requirements. A general
explanation of the federal income tax treatment of distributions and benefit
payment options is provided in "Tax information" later in this prospectus and
the SAI. The participant should discuss his or her options with a qualified
financial adviser. Our service consultants also can be of assistance. Certain
plan distributions may be subject to a contingent withdrawal charge, federal
income tax, and penalty taxes. See "Charges and expenses" and "Tax information"
later in this prospectus.
AMOUNTS IN THE FUNDS. These are generally available for distribution at any
time, subject to the provisions of your plan. Distributions from the
AllianceBernstein Bond, AllianceBernstein Common Stock, AllianceBernstein Mid
Cap Growth and AllianceBernstein Balanced Funds are permitted at any time.
Distributions from remaining Funds are permitted at any time except if there is
any delay in redemptions from the corresponding portfolio of each Trust, as
applicable. See "When we pay proceeds" later in this prospectus.
AMOUNTS IN THE GUARANTEED INTEREST OPTION. These are generally available for
distribution at any time, subject to the provisions of your plan. A deferred
payout provision, however, applies to trustee-directed employer plans which are
terminating their RIA contract. Under that provision, we can defer payment of
the employer plan balance held in the guaranteed interest option, less the
contingent withdrawal charge, by paying out the balance in six installments
over five years. During the deferred payout period, we credit the balances upon
which we defer payment with the current interest rate declared for each year.
We also continue to deduct the ongoing operations fee monthly from the balance
during the deferred payout period.
When we impose the deferred payout provision, any trustee-directed employer
plan benefits becoming due during the deferred payout period will not be paid
from the employer plan balance in the guaranteed interest option. If, however,
sufficient funds are available, the benefits would be paid from the new funding
vehicle for the trustee-directed employer plan.
Participant-directed employer plans are not subject to the deferred payout
provision.
Distributions 31
ILLUSTRATION OF DEFERRED PAYOUT PROVISION
[Enlarge/Download Table]
Transaction Date End of Year 1 End of Year 2
-------------------------------------------------------------------------------------------------------------
guaranteed interest option Balance 1 Balance 2
Plan Assets + Interest + Interest
- Withdrawal Charge - Operations Fee - Operations Fee
--------------------- ---------------- ----------------
Distribution Amount 1 Distribution Amount 2 Distribution Amount 3
Dist. Amt. 1 = 1st Payment Dist. Amt. 2 = 2nd Payment Dist. Amt. 3 = 3rd Payment
--------------------- ---------------- ----------------
6 5 4
Dist. Amount 1 Dist. Amount 2 Dist. Amount 3
- 1st Payment - 2nd Payment - 3rd Payment
--------------------- ---------------- ----------------
Balance 1 --> Balance --> Balance -->
Transaction Date End of Year 3 End of Year 4 End of Year 5
-------------------------------------------------------------------------------------------------------------------------
guaranteed interest option Balance 3 Balance 4 Balance 5
Plan Assets + Interest + Interest + Interest
- Withdrawal Charge - Operations Fee - Operations Fee - Operations Fee
--------------------- ---------------- ---------------- ----------------
Distribution Amount 1 Distribution Amount 4 Distribution Amount 5 Final
Distribution
Dist. Amt. 1 Dist. Amt. 4 = 4th Payment Dist. Amt. 5 = 5th Payment
--------------------- ---------------- ----------------
6 3 2
Dist. Amount 1 Dist. Amount 4 Dist. Amount 5
- 1st Payment - 4th Payment - 5th Payment
--------------------- ---------------- ----------------
Balance 1 --> Balance --> Balance -->
32 Distributions
7. Optional participant recordkeeping services
--------------------------------------------------------------------------------
SERVICES PROVIDED. If you elected the PRS program, we:
o establish an individual participant account for each participant covered by
your plan based on data you provide;
o receive and deposit contributions on behalf of participants to individual
participant accounts;
o maintain records reflecting, for each participant, contributions, transfers,
loan transactions, withdrawals and investment experience and interest
accrued, as applicable, on an individual participant's proportionate values
in the plan;
o provide to you individual participant's reports reflecting the activity in
the individual participant's proportionate interest in the plan; and
o process transfers and distributions of the participant's portion of his or
her share of the employer plan assets among the investment options as you
instruct.
You are responsible for providing AXA Equitable with required information and
for complying with our procedures relating to the PRS program. We will not be
liable for errors in recordkeeping if the information you provide is not
provided on a timely basis or is incorrect. The plan administrator retains full
responsibility for the income tax withholding and reporting requirements
including required notices to the plan participants, as set forth in the
federal income tax rules and applicable Treasury Regulations.
INVESTMENT OPTIONS. You must include the guaranteed interest option in the
investment options if you select PRS.
FEES. We charge an annual fee of $25 per active participant paid in twelve
equal monthly installments of $2.08. We deduct the fee from the amounts
attributable to each individual participant at the end of each month by means
of a reduction of units or a cash withdrawal from the guaranteed interest
option. We retain the right to change the fee upon 30 days' notice to the
employer. See "Charges and expenses" later in this prospectus.
ENROLLMENT. Enrollment of your plan in PRS is no longer available.
Optional participant recordkeeping services 33
8. Charges and expenses
--------------------------------------------------------------------------------
You will incur two general types of charges under RIA:
(1) Charges reflected as reductions in the unit values of the Funds which are
recorded as expenses of the Fund. These charges apply to all amounts
invested in RIA, including installment payout option payments.
(2) Charges stated as a defined percentage or fixed dollar amount and deducted
by reducing the number of units in the appropriate Funds and the dollars in
the guaranteed interest option.
We make no deduction from your contributions for sales expenses.
CHARGES REFLECTED IN THE UNIT VALUES
INVESTMENT MANAGEMENT AND ACCOUNTING FEES
The computation of unit values for the AllianceBernstein Bond,
AllianceBernstein Common Stock, AllianceBernstein Mid Cap Growth and
AllianceBernstein Balanced Funds reflects fees we charge for investment
management and accounting. We receive fees for investment management and
financial accounting services we provide for these Funds, as well as a portion
of our related administrative costs. This fee is charged daily at an effective
annual rate of 0.50% of the net assets of the AllianceBernstein Bond,
AllianceBernstein Common Stock, AllianceBernstein Mid Cap Growth and
AllianceBernstein Balanced Funds.
ADMINISTRATIVE CHARGE FOR CERTAIN OF THE FUNDS OF SEPARATE ACCOUNT NO. 66
We make a daily charge at an annual rate of 0.05% of the assets invested in
certain of the Funds of Separate Account No. 66 as indicated under the "Fee
Table" earlier in this prospectus. The charge is designed to reimburse us for
our costs in providing administrative services in connection with the
contracts.
INDIRECT EXPENSES BORNE BY THE FUNDS
ANNUAL EXPENSES OF THE TRUSTS. The Funds that invest in portfolios of the
Trusts are indirectly subject to investment advisory and other expenses charged
against assets of their corresponding portfolios. These expenses are described
in the prospectuses for the Trusts.
CHARGES WHICH REDUCE THE NUMBER OF UNITS
CONTINGENT WITHDRAWAL CHARGE
We may impose a contingent withdrawal charge ("CWC") against withdrawals made
from any of the Funds or the guaranteed interest option at any time up to and
including the ninth anniversary of the date on which the employer plan began
its participation in RIA. The CWC is designed to recover the unamortized sales
and promotion expenses and initial enrollment expenses incurred by us.
We will not apply a CWC against amounts withdrawn for the purpose of making
benefit distribution payments unless such withdrawals are made (i) on or after
the date of discontinuance of an employer plan's participation in RIA or (ii)
as a result of a full or partial termination, within the meaning of applicable
Internal Revenue Service ("IRS") or court interpretations.
We will apply a CWC against amounts withdrawn for purposes of making benefit
payments to participants who terminated employment either voluntarily or
involuntarily, but only when such terminations are attributable to (i) the
employer's merger with another company, (ii) the sale of the employer or (iii)
the bankruptcy of the employer which leads to the full or partial termination
of the plan or the discontinuance of the employer plan's participation in RIA.
We do not apply a CWC on transfers between the investment options. However, we
do apply a CWC to withdrawals from RIA for the purpose of transferring to
another funding vehicle under the employer plan, unless an officer of AXA
Equitable agrees, in writing, to waive this charge. We do not consider
withdrawals from RIA for the purpose of paying plan expenses or the premium on
a life insurance policy, including one held under the employer plan, to be
in-service withdrawals or any other type of benefit distribution. These
withdrawals are subject to the CWC.
The amount of any CWC is determined in accordance with the rate schedule set
forth below. We include outstanding loan balances in the plan's assets for
purposes of assessing the CWC.
-----------------------------------------------------------
Withdrawal in
Participation Years Contingent Withdrawal Charge
-----------------------------------------------------------
1 or 2 6% of Amount Withdrawn
3 or 4 5%
5 or 6 4%
7 or 8 3%
9 2%
10 and later 0%
-----------------------------------------------------------
Benefit distribution payments are those payments that become payable with
respect to participants under the terms of the employer plan as follows:
1. as the result of the retirement, death or disability of a participant;
2. as the result of a participant's separation from service as defined under
Section 402(d)(4)(A) of the Code;
3. in connection with a loan transaction, if the loan is repaid in accordance
with its terms;
4. as a minimum distribution pursuant to Section 401(a)(9) of the Code;
5. as a hardship withdrawal pursuant to Section 401(k) of the Code;
6. pursuant to a qualified domestic relations order ("QDRO") under Section
414(p) of the Code, but only if the QDRO specifically requires that the plan
administrator withdraw amounts for payment to an alternate payee;
34 Charges and expenses
7. as a result of an in-service withdrawal attributable to the after-tax
contributions of a participant; or
8. as a result of an in-service withdrawal from a profit-sharing plan after
meeting a minimum number of years of service and/or participation in the
plan, and the attainment of a minimum age specified in the plan.
Prior to any withdrawal from RIA for benefit distribution purposes, AXA
Equitable reserves the right to receive from the employer and/or trustees of
the plan, evidence satisfactory to it that such benefit distribution conforms
to at least one of the types mentioned above.
ONGOING OPERATIONS FEE
The ongoing operations fee is based on the combined net balances (including any
outstanding loan balance) of an employer plan in the investment options at the
close of business on the last business day of each month. The amount of the
ongoing operations fee is determined under the rate schedule that applies to
the employer plan. Unless you make other arrangements, we deduct the charge
from employer plan balances at the close of business on the last business day
of the following month.
Set forth below is the rate schedule for employer plans which adopted RIA after
February 9, 1986. Information concerning the rate schedule for employer plans
that adopted RIA on or before February 9, 1986 is included in the SAI under
"Additional information about RIA."
--------------------------------------------
Combined balance Monthly
of investment options Rate
--------------------------------------------
First $ 150,000 1/12 of 1.25%
Next $ 350,000 1/12 of 1.00%
Next $ 500,000 1/12 of 0.75%
Over $1,000,000 1/12 of 0.50%
--------------------------------------------
The ongoing operations fee is designed to cover such expenses as contract
underwriting and issuance for employer plans, employer plan-level
recordkeeping, processing transactions and benefit distributions,
administratively maintaining the investment options, commissions, promotion of
RIA, administrative costs (including certain enrollment and other servicing
costs), systems development, legal and technical support, product and financial
planning and part of our general overhead expenses. Administrative costs and
overhead expenses include such items as salaries, rent, postage, telephone,
travel, office equipment and stationery, and legal, actuarial and accounting
fees.
PARTICIPANT RECORDKEEPING SERVICES CHARGE
The PRS is an optional service. If you elected this service, we charge a per
participant annual fee of $25. We deduct this fee on a monthly basis at the
rate of $2.08 per participant. We determine the amount of the fee for an
employer plan at the close of business on the last business day of each month
based on the number of participants enrolled with us at that time. Unless you
make other arrangements, we deduct this fee from the balances attributable to
each participant in the investment options at the close of business on the last
business day of the following month. The PRS fee covers expenses incurred for
establishing and maintaining individual records, issuing statements and reports
for individual employees and employer plans, and processing individual
transactions and benefit distributions. We are not responsible for reconciling
participants' individual account balances with the entire amount of the
employer plan where we do not maintain individual account balances.
LOAN FEE
We charge a loan fee in an amount equal to 1% of the amount withdrawn as loan
principal on the date the plan loan is made.
OTHER BILLING ARRANGEMENTS
The ongoing operations and participant recordkeeping services fees can be paid
by a direct billing arrangement we have with the employer subject to a written
agreement between AXA Equitable and the employer.
INDIVIDUAL ANNUITY CHARGES
ANNUITY ADMINISTRATIVE CHARGE. If a participant elects an annuity payout
option, we deduct a $175 charge from the amount used to purchase the annuity.
This charge reimburses us for administrative expenses associated with
processing the application for the annuity and issuing each month's annuity
payment.
CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES. We deduct a charge
designed to approximate certain taxes that may be imposed on us, such as
premium taxes in your state. Generally, we deduct the charge from the amount
applied to provide an annuity payout option. The current tax charge that might
be imposed by us varies by state and ranges from 0% to 1%.
GENERAL INFORMATION ON FEES AND CHARGES
We reserve the right (1) to change from time to time the charges and fees
described in this prospectus upon prior notice to the employer and (2) to
establish separate fee schedules for requested non-routine administrative
services and for newly scheduled services not presently contemplated under the
contracts.
Charges and expenses 35
9. Tax information
--------------------------------------------------------------------------------
In this section, we briefly outline current federal income tax rules relating
to the adoption of the program, contributions to the program and distributions
to participants under qualified retirement plans.
Federal income tax rules include the United States laws in the Internal Revenue
Code, and Treasury Department Regulations and Internal Revenue Service ("IRS")
interpretations of the Internal Revenue Code.
Employer retirement plans that may qualify for tax-favored treatment are
governed by the provisions of the Code and ERISA. The Code is administered by
the IRS. ERISA is administered primarily by the DOL.
Provisions of the Code and ERISA include requirements for various features
including:
o participation, vesting and funding;
o nondiscrimination;
o limits on contributions and benefits;
o distributions;
o penalties;
o duties of fiduciaries;
o prohibited transactions; and
o withholding, reporting and disclosure.
It is the responsibility of the employer, plan trustee and plan administrator
to satisfy the requirements of the Code and ERISA.
This prospectus does not provide detailed tax or ERISA information. The
following discussion briefly outlines the Code provisions relating to
contributions to and distributions from certain tax-qualified retirement plans,
although some information on other provisions is also provided. Various tax
disadvantages, including penalties, may result from actions that conflict with
requirements of the Code or ERISA, and regulations or other interpretations
thereof. In addition, federal tax laws and ERISA are continually under review
by the Congress, and any changes in those laws, or in the regulations
pertaining to those laws, may affect the tax treatment of amounts contributed
to tax-qualified retirement plans or the legality of fiduciary actions under
ERISA. These tax rules may change without notice. We cannot predict whether,
when, or how these rules could change. Any change could affect annuity
contracts purchased before the change. Congress may also consider proposals in
the future to comprehensively reform or overhaul the United States tax and
retirement systems, which if enacted, could affect the tax benefits of an
annuity contract. We cannot predict, what, if any, legislation will actually be
proposed or enacted that may affect annuity contracts.
Certain tax advantages of tax-qualified retirement plans may not be available
under certain state and local tax laws. This outline does not discuss the
effect of any state or local tax laws. It also does not discuss the effect of
federal estate and gift tax laws (or state and local estate, or federal income
tax and withholding rules for non-U.S. taxpayers, inheritance and other similar
tax laws). Rights or values under plans or contracts or payments under the
contracts, for example, amounts due to beneficiaries, may be subject to gift or
estate taxes. You should not rely only on this document, but should consult
your tax adviser before your purchase. This outline assumes that the
participant does not participate in any other qualified retirement plan.
Finally, it should be noted that many tax consequences depend on the particular
jurisdiction or circumstances of a participant or beneficiary.
We cannot provide detailed information on all tax aspects of the plans or
contracts. Moreover, the tax aspects that apply to a particular person's plan
or contract may vary depending on the facts applicable to that person.
The provisions of the Code and ERISA are highly complex. For complete
information on these provisions, as well as all other federal, state, local and
other tax considerations, qualified legal and tax advisers should be consulted.
BUYING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT
Annuity contracts can be purchased in connection with retirement plans
qualified under Code Section 401. You should be aware that the funding vehicle
for a qualified arrangement does not provide any tax deferral benefit beyond
that already provided by the Code for all permissible funding vehicles. Before
choosing an annuity contract, therefore, one should consider the annuity's
features and benefits, such as the selection of investment funds and guaranteed
interest option and choices of pay-out options, as well as the features and
benefits of other permissible funding vehicles and the relative costs of
annuities and other arrangements. You should be aware that cost may vary
depending on the features and benefits made available and the charges and
expenses of the investment options or funds that you select.
IMPACT OF TAXES TO AXA EQUITABLE
Under existing federal income tax law, no taxes are payable on investment
income and capital gains of the Funds that are applied to increase the reserves
under the contracts. Accordingly, AXA Equitable does not anticipate that it
will incur any federal income tax liability attributable to income allocated to
the variable annuity contracts participating in the Funds and it does not
currently impose a charge for federal income tax on this income when it
computes unit values for the Funds. If changes in federal tax laws or
interpretations thereof would result in AXA Equitable being taxed, then AXA
Equitable may impose a charge against the Funds (on some or all contracts) to
provide for payment of such taxes.
CERTAIN RULES APPLICABLE TO PLANS DESIGNED TO COMPLY WITH SECTION 404(C) OF
ERISA
Section 404(c) of ERISA, and the related DOL regulation, provide that if a plan
complies with that subsection and its regulations, and if a
36 Tax information
plan participant or beneficiary exercises control over the assets in his or her
plan account, plan fiduciaries will not be liable for any loss that is the
direct and necessary result of the plan participant's or beneficiary's exercise
of control. The plan participant can make and is responsible for the results of
his or her own investment decisions.
Plans that comply with Section 404(c) must provide, among other things, a broad
range of investment choices to plan participants and beneficiaries and must
provide such plan participants and beneficiaries with enough information to
make informed investment decisions. Compliance with the Section 404(c) and its
regulation is completely voluntary by the plan sponsor.
The RIA Program provides employer plans with the broad range of investment
choices and information needed to meet the requirements of Section 404(c) and
its regulation. If it is the intention of the plan's sponsor to meet the
requirement of Section 404(c), it is the plan's sponsor's responsibility to
comply with the requirements of the regulation. AXA Equitable and its agents
shall not be responsible if a plan fails to meet the requirements of Section
404(c).
Tax information 37
10. More information
--------------------------------------------------------------------------------
ABOUT CHANGES OR TERMINATIONS
AMENDMENTS. The contracts have been amended in the past and we and the trustee
under the Master Trust Agreement may agree to amendments in the future. No
future change can affect annuity benefits in the course of payment. If certain
conditions are met, we may: (1) terminate the offer of any of the investment
options and (2) offer new investment options with different terms.
We may unilaterally amend or modify the contracts or the Master Retirement
Trust without the consent of the employer or plan sponsor, as the case may be,
in order to keep the contracts or the Master Retirement Trust in compliance
with law.
TERMINATION. We can discontinue offering RIA at any time. Discontinuance of RIA
would not affect annuities in the course of payment, but we would not accept
further contributions. The employer may elect to maintain investment options
balances with us to provide annuity benefits in accordance with the terms of
the contracts. The employer may elect to discontinue the participation of the
employer plan in RIA at any time upon advance written notice to us.
We may elect, upon written notice to the employer, to discontinue the
participation of the employer plan in RIA if (1) the employer fails to comply
with any terms of the Master Retirement Trust, (2) the employer fails to make
the required minimum contributions, (3) as may be agreed upon in writing
between AXA Equitable and the employer if the plan fails to maintain minimum
amounts of Funds invested in RIA, or (4) the employer fails to comply with any
representations and warranties made by the employer, trustees or employer plan
to AXA Equitable in connection with the employer plan's participation in RIA.
At any time on or after the participation of the employer in RIA has been
discontinued, we may withdraw the entire amount of the employer plan assets
held in the investment options, and pay them to the trustee of the employer
plan, subject to our right to defer payout of amounts held in the guaranteed
interest option, less any applicable charges and fees and outstanding loan
balances.
IRS DISQUALIFICATION
If your plan is found not to qualify under the Code, we can terminate your
participation under RIA. In this event, we will withdraw the employer plan
balances from the investment options, less applicable charges and fees and any
outstanding loan balances, and pay the amounts to the trustees of the plan.
ABOUT THE SEPARATE ACCOUNTS
Each Fund is one, or part of one, of our separate accounts. We established the
separate accounts under provisions of the New York Insurance Law. These
provisions prevent creditors from any other business we conduct from reaching
the assets we hold in our Funds for owners of our variable annuity contracts,
including our group annuity contracts. The results of each separate account's
operations are accounted for without regard to AXA Equitable's, or any other
separate account's, operating results. We are the legal owner of all of the
assets in the separate accounts and may withdraw any amounts we have in the
separate accounts that exceed our reserves and other liabilities under variable
annuity contracts. The amount of some of our obligations under the contracts is
based on the assets in the separate accounts. However, the obligations
themselves are obligations of AXA Equitable. We reserve the right to take
certain actions in connection with our operations and the operations of the
Funds as permitted by applicable law. If necessary, we will seek approval by
participants in RIA.
We established the AllianceBernstein Bond Fund in 1981, AllianceBernstein
Common Stock and AllianceBernstein Mid Cap Growth Funds in 1969, and
AllianceBernstein Balanced Fund in 1979. We established Separate Account No.
66, which holds the other Funds offered under the contract, in 1997. AXA
Equitable is not required to register, and is not registered, as an investment
company under the Investment Company Act of 1940.
Because of exclusionary provisions, none of the Funds is subject to regulation
under the Investment Company Act of 1940, as amended ("1940 Act"). The Trusts'
shares are purchased by Separate Account No. 66.
ABOUT THE TRUSTS
AXA Premier VIP Trust and EQ Advisors Trust are registered under the Investment
Company Act of 1940. They are classified as "open-end management investment
companies," more commonly called mutual funds. Each Trust issues different
shares relating to each Portfolio. AXA Equitable serves as the investment
manager of the Trusts. As such, AXA Equitable oversees the activities of the
investment advisers with respect to the Trusts and is responsible for retaining
or discontinuing the services of those advisers.
The Trusts do not impose sales charges or "loads" for buying and selling their
shares. All dividends and other distributions on Trust shares are reinvested in
full. The Board of Trustees of each Trust may establish additional Portfolios
or eliminate existing Portfolios at any time. More detailed information about
each Trust, its Portfolio investment objectives, policies, restrictions, risks,
expenses, its Rule 12b-1 Plan relating to class 1B/B shares and other aspects
of its operations, appears in the prospectuses for each Trust, which accompany
this prospectus, or in their respective SAIs which are available upon request.
ABOUT THE GENERAL ACCOUNT
Our general account supports all of our policy and contract guarantees,
including those that apply to the guaranteed interest option, as well as our
general obligations.
The general account is subject to regulation and supervision by the Insurance
Department of the State of New York and to the insurance
38 More information
laws and regulations of all jurisdictions where we are authorized to do
business. Interests under the contracts in the general account have not been
registered and are not required to be registered under the Securities Act of
1933 because of exemptions and exclusionary provisions that apply. The general
account is not required to register as an investment company under the
Investment Company Act of 1940 and it is not registered as an investment
company under the Investment Company Act of 1940. The contract is a "covered
security" under the federal securities laws.
We have been advised that the staff of the SEC has not reviewed the portions of
this prospectus that relate to the general account. The disclosure, however,
may be subject to certain provisions of the federal securities laws relating to
the accuracy and completeness of statements made in prospectuses.
WHEN WE PAY PROCEEDS
Ordinarily we will apply proceeds to an annuity and make payments or
withdrawals out of the investment options promptly after the date of the
transaction. However, we can defer payments, apply proceeds to an annuity and
process withdrawals from the Funds for any period during which the New York
Stock Exchange is closed for trading, sales of securities are restricted or
determination of the fair market value of assets of the Funds is not reasonably
practicable because of an emergency. We may also defer withdrawals from the
plan in installments in order to protect the interests of the other contract
holder in a Fund.
WHEN TRANSACTION REQUESTS ARE EFFECTIVE
Transaction requests may be made by the authorized person for the employer plan
as shown on our records, in written or facsimile form acceptable to us and
signed by the employer. All requests will be effective on the business day we
receive a properly completed and signed written or facsimile request for a
financial transaction at the RIA service office. Transaction requests received
after the end of a business day will be processed the next business day.
We will honor your properly completed transaction requests received via
facsimile only if we receive a properly completed transaction form. The request
form must be signed by an individual who the plan trustees have previously
authorized in writing. We are not responsible for determining the accuracy of a
transmission and are not liable for any consequences, including but not limited
to, investment losses and lost investment gains, resulting from a faulty or
incomplete transmission. If your request form is not properly completed, we
will contact you within 24 hours of our receipt of your facsimile.
We will use our best efforts to acknowledge receipt of a facsimile
transmission, but our failure to acknowledge or a failure in your receipt of
such acknowledgment will not invalidate your transaction request. If you do not
receive acknowledgment of your facsimile within 24 hours, contact the RIA
service office at the toll free 800 number.
VOTING RIGHTS
No voting rights apply to any of the separate accounts or to the guaranteed
interest option. We do, however, have the right to vote shares of the Trusts
held by the Funds.
If a Trust holds a meeting of shareholders, we will vote shares of the
portfolios of the Trusts allocated to the corresponding Funds in accordance
with instructions received from employers, participants or trustees, as the
case may be. Shares will be voted in proportion to the voter's interest in the
Funds holding the shares as of the record date for the shareholders meeting. We
will vote the shares for which no instructions have been received in the same
proportion as we vote shares for which we have received instructions.
Employers, participants or trustees will receive: (1) periodic reports relating
to each Trust and (2) proxy materials, together with a voting instruction form,
in connection with shareholder meetings.
The Trusts sell their shares to AXA Equitable separate accounts in connection
with AXA Equitable's variable annuity and/or life insurance products, and to
separate accounts of insurance companies, both affiliated and unaffiliated with
AXA Equitable. AXA Premier VIP Trust and EQ Advisors Trust also sell their
shares to the trustee of a qualified plan for AXA Equitable. We currently do
not foresee any disadvantages to our policyowners arising out of these
arrangements. However, the Board of Trustees or Directors of each Trust intends
to monitor events to identify any material irreconcilable conflicts that may
arise and to determine what action, if any, should be taken in response. If we
believe that a Board's response insufficiently protects our policyowners, we
will see to it that appropriate action is taken to do so.
ABOUT LEGAL PROCEEDINGS
AXA Equitable and its affiliates are parties to various legal proceedings. In
our view, none of these proceedings would be considered material with respect
to a contract owner's interest in the separate accounts, nor would any of these
proceedings be likely to have a material adverse effect upon the separate
accounts, our ability to meet our obligations under RIA, or the distribution of
group annuity contract interests under RIA.
FINANCIAL STATEMENTS
The financial statements of Separate Accounts 3, 4, 10, 13, and 66, as well as
the consolidated financial statements of AXA Equitable, are in the SAI. The SAI
is available free of charge. You may request one by writing to our processing
office or calling 1-800-967-4560.
ABOUT THE TRUSTEE
As trustee, JPMorgan Chase Bank serves as a party to the group annuity
contracts. It has no responsibility for the administration of RIA or for any
distributions or duties under the group annuity contracts.
REPORTS WE PROVIDE AND AVAILABLE INFORMATION
We send the employer a report each quarter that shows transactions in the
investment options during the quarter for the employer plan, the number of
units in the Funds credited to the employer plan, the unit values and the
balances in all of the investment options as of the end of the quarter. The
employer automatically receives a confirmation notice following the processing
of a financial investment option transaction.
The employer will also receive an annual report and a semiannual report
containing financial statements of the Funds and a list of the
More information 39
Funds' or Trust's portfolio securities. As permitted by the SEC's rules, we
omitted certain portions of the registration statement filed with the SEC from
this prospectus and the SAI. You may obtain the omitted information by: (1)
requesting a copy of the registration statement from the SEC's principal office
in Washington, D.C., and paying prescribed fees, or (2) by accessing the EDGAR
Database at the SEC's Web site at www.sec.gov.
ACCEPTANCE AND RESPONSIBILITIES
The employer or plan sponsor, as the case may be, was solely responsible for
determining whether RIA is a suitable funding vehicle and entered into a
participation or installation agreement with us.
Our duties and responsibilities are limited to those described in this
prospectus. Except as explicitly set forth in the PRS program, we do not
provide administrative services in connection with an employer plan. In
addition, no financial professional or firm operated by a financial
professional is authorized to solicit or agree to perform plan administrative
services in his capacity as a financial professional. If an employer or trustee
engages a financial professional to provide administrative support services to
an employer plan, the employer or trustee engages that financial professional
as its representative rather than AXA Equitable's. We are not liable to any
employer, trustee or employer plan for any damages arising from or in
connection with any plan administration services performed or agreed to be
performed by a financial professional.
ABOUT REGISTERED UNITS
This prospectus relates to our offering of units of interest in the Funds that
are registered under the 1933 Act. Financial data and other information
contained in this prospectus may refer to such "registered units," as offered
in the RIA program. We also offer units under RIA to retirement plans
maintained by corporations or governmental entities (collectively, "corporate
plans"). However, because of an exemption under the 1933 Act, these corporate
plan units are not registered under the 1933 Act or covered by this prospectus.
ASSIGNMENT AND CREDITORS' CLAIMS
Employers and plan participants cannot assign, sell, alienate, discount or
pledge as collateral for a loan or other obligation to any party the employer
plan balances and rights under RIA, except to the extent allowed by law for a
QDRO as that term is defined in the Code. (This reference to a loan does not
apply to a loan under RIA.) Proceeds we pay under our contracts cannot be
assigned or encumbered by the payee. We will pay all proceeds under our
contracts free from the claims of creditors to the extent allowed by law.
DISTRIBUTION OF THE CONTRACTS
AXA Advisors, LLC ("AXA Advisors"), an affiliate of AXA Equitable and the
successor to EQ Financial Consultants, Inc., is the distributor of the
contracts and has responsibility for marketing and service functions of the
contracts. AXA Advisors is registered with the SEC as a broker-dealer and a
member of the National Association of Securities Dealers, Inc. ("NASD") The
principal business address of AXA Advisors is 1290 Avenue of the Americas, New
York, New York 10104. AXA Advisors also acts as distributor for other AXA
Equitable annuity products.
As of July 9, 2003 the RIA contract is no longer offered as a funding vehicle
to new employer plans; however, we continue to support existing RIA contracts,
and new participants may continue to be enrolled under existing RIA plans.
The contracts are serviced by financial professionals who are registered
representatives of AXA Advisors and its affiliates, who are also licensed
insurance agents of AXA Equitable. The offering of units of interest under the
contracts is intended to be continuous.
AXA Equitable pays sales compensation to AXA Advisors. In general, AXA Advisors
will pay all or a portion of the sales compensation it receives from AXA
Equitable to individual financial representatives or Selling broker-dealers.
Selling broker-dealers will, in turn, pay all or a portion of the compensation
they receive from AXA Advisors to individual financial representatives as
commissions related to the sale of the contracts.
Sales compensation paid to AXA Advisors will generally not exceed 6.0% of the
total contributions made under the contracts.
AXA Advisors may also pay certain affiliated and/or unaffiliated selling
broker-dealers and other financial intermediaries additional compensation for
certain services and/or in recognition of certain expenses that may be incurred
by them or on their behalf (commonly referred to as "marketing allowances").
Services for which such payments are made may include, but are not limited to,
the preferred placement of AXA Equitable and/or its products on a company
and/or product list; sales personnel training; due diligence and related costs;
marketing and related services; conferences; and/or other support services,
including some that may benefit the contract owner. Payments may be based on
the amount of assets or purchase payments attributable to contracts sold
through a broker-dealer or, in the case of conference support, may be a fixed
amount. AXA Advisors may also make fixed payments to broker-dealers in
connection with the initiation of a new relationship or the introduction of a
new product. These payments may serve as an incentive for selling
broker-dealers to promote the sale of particular products. Additionally, as an
incentive for financial professionals of selling broker-dealers to promote the
sale of AXA Equitable products, AXA Advisors may increase the sales
compensation paid to the selling broker-dealer for a period of time (commonly
referred to as "compensation enhancements"). Marketing allowances are made out
of AXA Advisors' assets. Not all selling broker-dealers receive these kinds of
payments. For more information about any such arrangements, ask your financial
professional.
AXA Advisors receives 12b-1 fees from certain portfolios for providing certain
distribution and/or shareholder support services. AXA Advisors or its
affiliates may also receive payments from the advisers of the portfolios or
their affiliates to help defray expenses for sales meetings or seminar
sponsorships that may relate to the policies and/or the advisers' respective
portfolios.
In an effort to promote the sale of our products, AXA Advisors may provide its
financial professionals and managerial personnel with a higher percentage of
sales commissions and/or compensation for the sale of an affiliated variable
product than it would the sale of an unaf-
40 More information
filiated product. Such practice is known as providing "differential
compensation." AXA Advisors may provide other forms of compensation to its
financial professionals, including health and retirement benefits. In addition,
managerial personnel may receive expense reimbursements, marketing allowances
and commission-based payments known as "overrides." For tax reasons, AXA
Advisors financial professionals qualify for health and retirement benefits
based solely on their sales of our affiliated products.
These payments and differential compensation (together, the "payments") can
vary in amount based on the applicable product and/or entity or individual
involved. As with any incentive, such payments may cause the financial
professional to show preference in recommending the purchase or sale of AXA
Equitable products. However, under applicable rules of the NASD, AXA Advisors
may only recommend to you products that they reasonably believe are suitable
for you based on facts that you have disclosed as to your other security
holdings, financial situation and needs. In making any recommendation,
financial professionals of AXA Advisors may nonetheless face conflicts of
interest because of the differences in compensation from one product category
to another, and because of differences in compensation between products in the
same category.
In addition, AXA Advisors may offer sales incentive programs to financial
professionals who meet specified production levels for the sale of both
affiliated and unaffiliated products which provide non-cash compensation such
as stock options awards and/or stock appreciation rights, expense-paid trips,
expense-paid educational seminars and merchandise.
Although AXA Equitable takes all of its costs into account in establishing the
level of fees and expenses in its products, any compensation paid will not
result in any separate charge to you under your contract. All payments made
will be in compliance with all applicable NASD rules and other laws and
regulations.
COMMISSIONS AND SERVICE FEES WE PAY
Financial professionals who assisted in establishing employer plans in RIA and
who are providing necessary services (not including recordkeeping services) are
entitled to receive commissions and service fees from us as stated above. Such
commissions and fees are not in addition to the fees and charges we describe in
"Charges and expenses" earlier in this prospectus. Any service fees we pay to
financial professionals are contingent upon their providing service
satisfactory to us. While the charges and expenses that we receive from a RIA
employer plan initially may be less than the commissions and service fees we
pay to financial professionals, we expect that over time those charges and
expenses we collect will be adequate to cover all of our expenses.
Certain retirement plans that use RIA may allow employer plan assets to be used
in part to buy life insurance policies rather than applying all of the
contributions to RIA. Financial professionals will receive commissions on any
such AXA Equitable insurance policies at standard rates. These commissions are
subject to regulation by state law and are at rates higher than those
applicable to commissions payable for placing an employer plan under RIA.
More information 41
Appendix: Condensed financial information
--------------------------------------------------------------------------------
These selected per unit data and ratios for the years ended December 31, 1997
through 2006 have been derived from the financial statements audited by
PricewaterhouseCoopers LLP, independent registered public accounting firm. The
financial statements of each of the Funds as well as the consolidated financial
statements of AXA Equitable are contained in the SAI. Information is provided
for the period that each Fund has been available under RIA, but not longer than
ten years.
SEPARATE ACCOUNT NO. 13 -- POOLED (ALLIANCEBERNSTEIN BOND FUND) OF
AXA EQUITABLE LIFE INSURANCE COMPANY
INCOME, EXPENSES AND CAPITAL CHANGES PER REGISTERED UNIT OUTSTANDING DURING THE
PERIOD INDICATED AND OTHER SUPPLEMENTARY DATA (NOTES E AND F)
[Enlarge/Download Table]
----------------------------------------------------------------------------------------------------
Year Ended December 31,
----------------------------------------------------------------------------------------------------
2006 2005 2004 2003 2002
----------------------------------------------------------------------------------------------------
Income $ 3.99 $ 3.27 $ 2.98 $ 2.64 $ 2.99
Expenses (Note B) (0.40) (0.40) (0.39) (0.39) ( 0.36)
----------------------------------------------------------------------------------------------------
Net investment income 3.59 2.87 2.59 2.25 2.63
Net realized and unrealized
gain (loss) on invest-
ments (Note C) (0.71) (2.05) (0.41) 1.04 1.43
----------------------------------------------------------------------------------------------------
Net increase (decrease) in
unit value 2.88 0.82 2.18 3.29 4.06
AllianceBernstein Bond Fund
unit value (Note A):
Beginning of Period 80.20 79.38 77.20 73.91 69.85
----------------------------------------------------------------------------------------------------
End of Period $ 83.08 $ 80.20 $ 79.38 $ 77.20 $ 73.91
====================================================================================================
Ratio of expenses to average
net assets (Note B) 0.50% 0.50% 0.50% 0.50% 0.50%
Ratio of net investment
income to average net
assets 4.43% 3.60% 3.32% 2.97% 3.75%
Number of units outstanding
at end of period 0 0 0 0 0
Portfolio turnover rate
(Note D) 219% 260% 302% 427% 458%
====================================================================================================
----------------------------------------------------------------------------------------------------
Year Ended December 31,
----------------------------------------------------------------------------------------------------
2001 2000 1999 1998 1997
----------------------------------------------------------------------------------------------------
Income $ 3.88 $ 3.77 $ 3.27 $ 3.25 $ 3.29
Expenses (Note B) ( 0.34) ( 0.29) ( 0.28) ( 0.28) ( 0.25)
----------------------------------------------------------------------------------------------------
Net investment income 3.54 3.48 2.99 2.97 3.04
Net realized and unrealized
gain (loss) on invest-
ments (Note C) 2.16 2.47 ( 3.20) 1.35 0.79
----------------------------------------------------------------------------------------------------
Net increase (decrease) in
unit value 5.70 5.95 ( 0.21) 4.32 3.83
AllianceBernstein Bond Fund
unit value (Note A):
Beginning of Period 64.15 58.20 58.41 54.09 50.26
----------------------------------------------------------------------------------------------------
End of Period $ 69.85 $ 64.15 $ 58.20 $ 58.41 $ 54.09
====================================================================================================
Ratio of expenses to average
net assets (Note B) 0.50% 0.50% 0.50% 0.50% 0.50%
Ratio of net investment
income to average net
assets 5.28% 5.81% 5.13% 5.26% 5.89%
Number of units outstanding
at end of period 0 0 264 3,003 2,021
Portfolio turnover rate
(Note D) 212% 337% 88% 133% 188%
====================================================================================================
See Notes following tables.
I-1 Appendix: Condensed financial information
SEPARATE ACCOUNT NO. 10 -- POOLED (ALLIANCEBERNSTEIN BALANCED FUND) OF
AXA EQUITABLE LIFE INSURANCE COMPANY
INCOME, EXPENSES AND CAPITAL CHANGES PER REGISTERED UNIT OUTSTANDING DURING THE
PERIODS INDICATED AND OTHER SUPPLEMENTARY DATA (NOTE E)
[Enlarge/Download Table]
----------------------------------------------------------------------------------------------------
Year Ended December 31,
----------------------------------------------------------------------------------------------------
2006 2005 2004 2003 2002
----------------------------------------------------------------------------------------------------
Income $ 6.02 $ 4.71 $ 3.73 $ 3.38 $ 4.23
Expenses (Note B) (0.99) (0.92) (0.85) (0.76) (0.73)
-----------------------------------------------------------------------------------------------------
Net investment income 5.03 3.79 2.88 2.62 3.50
Net realized and unrealized
gain (loss) on invest-
ments (Note C) 14.65 7.76 11.51 21.84 (16.02)
-----------------------------------------------------------------------------------------------------
Net increase (decrease) in
unit value 19.68 11.55 14.39 24.46 (12.52)
AllianceBernstein Balanced
Fund unit value (Note A):
Beginning of Period 191.64 180.09 165.70 141.24 153.76
-----------------------------------------------------------------------------------------------------
End of Period $ 211.32 $ 191.64 $ 180.09 $ 165.70 $ 141.24
=====================================================================================================
Ratio of expenses to average
net assets (Note B) 0.50% 0.50% 0.50% 0.50% 0.50%
Ratio of net investment
income to average net
assets 2.53% 2.07% 2.19% 1.74% 2.39%
Number of units outstanding
at end of period 5,618 6,805 7,241 7,314 8,071
Portfolio turnover rate
(Note D) 146% 211% 283% 339% 288%
=====================================================================================================
----------------------------------------------------------------------------------------------------
Year Ended December 31,
----------------------------------------------------------------------------------------------------
2001 2000 1999 1998 1997
----------------------------------------------------------------------------------------------------
Income $ 5.32 $ 5.89 $ 5.05 $ 4.80 $ 4.41
Expenses (Note B) (0.79) (0.84) (0.76) (0.66) (0.56)
-----------------------------------------------------------------------------------------------------
Net investment income 4.53 5.05 4.29 4.14 3.85
Net realized and unrealized
gain (loss) on invest-
ments (Note C) (11.65) (8.98) 17.51 19.07 10.33
-----------------------------------------------------------------------------------------------------
Net increase (decrease) in
unit value (7.12) (3.93) 21.80 23.21 14.18
AllianceBernstein Balanced
Fund unit value (Note A):
Beginning of Period 160.88 164.81 143.01 119.80 105.62
-----------------------------------------------------------------------------------------------------
End of Period $ 153.76 $ 160.88 $ 164.81 $ 143.01 $ 119.80
=====================================================================================================
Ratio of expenses to average
net assets (Note B) 0.50% 0.50% 0.50% 0.50% 0.50%
Ratio of net investment
income to average net
assets 2.93% 3.06% 2.88% 3.19% 3.42%
Number of units outstanding
at end of period 6,834 9,759 11,870 29,340 38,304
Portfolio turnover rate
(Note D) 168% 145% 95% 89% 165%
======================================================================================================
See Notes following tables.
Appendix: Condensed financial information I-2
SEPARATE ACCOUNT NO. 4 -- POOLED (ALLIANCEBERNSTEIN COMMON STOCK FUND) OF
AXA EQUITABLE LIFE INSURANCE COMPANY
INCOME, EXPENSES AND CAPITAL CHANGES PER REGISTERED UNIT OUTSTANDING DURING THE
PERIODS INDICATED AND OTHER SUPPLEMENTARY DATA (NOTE E)
[Enlarge/Download Table]
----------------------------------------------------------------------------------------------------
Year Ended December 31,
----------------------------------------------------------------------------------------------------
2006 2005 2004 2003 2002
----------------------------------------------------------------------------------------------------
Income $ 5.26 $ 3.28 $ 2.89 $ 2.37 $ 2.07
Expenses (Note B) (3.74) (3.56) (3.19) (2.55) (2.58)
----------------------------------------------------------------------------------------------------
Net investment income (loss) 1.52 (0.28) (0.30) (0.18) (0.51)
Net realized and unrealized
gain (loss) on invest-
ments (Note C) (6.08) 84.97 93.14 159.26 (167.15)
----------------------------------------------------------------------------------------------------
Net increase (decrease) in
unit value (4.56) 84.69 92.84 159.08 (167.66)
AllianceBernstein Common
Stock Fund unit value
(Note A):
Beginning of Period 780.43 695.74 602.90 443.82 611.48
----------------------------------------------------------------------------------------------------
End of Period $ 775.87 $ 780.43 $ 695.74 $ 602.90 $ 443.82
====================================================================================================
Ratio of expenses to average
net assets (Note B) 0.50% 0.50% 0.50% 0.50% 0.50%
Ratio of net investment
income (loss) to average
net assets 0.20% (0.04)% (0.05)% 0.03)% (0.10)%
Number of units outstanding
at end of period 2,058 2,499 2,912 3,370 4,305
Portfolio turnover rate
(Note D) 55% 49% 60% 51% 39%
====================================================================================================
----------------------------------------------------------------------------------------------------
Year Ended December 31,
----------------------------------------------------------------------------------------------------
2001 2000 1999 1998 1997
----------------------------------------------------------------------------------------------------
Income $ 3.00 $ 3.61 $ 4.02 $ 3.57 $ 3.39
Expenses (Note B) (3.29) (4.02) (3.74) (3.38) (3.11)
----------------------------------------------------------------------------------------------------
Net investment income (loss) (0.29) (0.41) 0.28 0.19 0.28
Net realized and unrealized
gain (loss) on invest-
ments (Note C) (137.35) (149.19) 233.22 (18.53) 144.74
----------------------------------------------------------------------------------------------------
Net increase (decrease) in
unit value (137.64) (149.60) 233.50 (18.34) 145.02
AllianceBernstein Common
Stock Fund unit value
(Note A):
Beginning of Period 749.12 898.72 665.22 683.56 538.54
----------------------------------------------------------------------------------------------------
End of Period $ 611.48 $ 749.12 $ 898.72 $ 665.22 $ 683.56
====================================================================================================
Ratio of expenses to average
net assets (Note B) 0.50% 0.50% 0.50% 0.50% 0.50%
Ratio of net investment
income (loss) to average
net assets (0.04)% (0.05)% 0.04% 0.03% 0.05%
Number of units outstanding
at end of period 5,420 7,195 10,056 17,216 21,142
Portfolio turnover rate
(Note D) 132% 48% 72% 71% 62%
====================================================================================================
See Notes following tables.
I-3 Appendix: Condensed financial information
SEPARATE ACCOUNT NO. 3 -- POOLED (ALLIANCEBERNSTEIN MID CAP GROWTH FUND) OF
AXA EQUITABLE LIFE INSURANCE COMPANY
INCOME, EXPENSES AND CAPITAL CHANGES PER REGISTERED UNIT OUTSTANDING DURING THE
PERIODS INDICATED AND OTHER SUPPLEMENTARY DATA (NOTE E)
[Enlarge/Download Table]
----------------------------------------------------------------------------------------------------
Year Ended December 31,
----------------------------------------------------------------------------------------------------
2006 2005 2004 2003 2002
----------------------------------------------------------------------------------------------------
Income $ 1.06 $ 0.26 $ 0.29 $ 0.42 $ 0.36
Expenses (Note B) (1.31) (1.17) (1.08) (0.78) (0.69)
----------------------------------------------------------------------------------------------------
Net investment income (loss) (0.25) (0.91) (0.79) 0.36) (0.33)
Net realized and unrealized
gain (loss) on invest-
ments (Note C) 4.47 18.33 41.07 82.82 (49.92)
----------------------------------------------------------------------------------------------------
Net increase (decrease) in
unit value 4.22 17.42 40.28 82.46 (50.25)
AllianceBernstein Mid Cap
Growth Fund unit value
(Note A):
Beginning of Period 260.60 243.18 202.90 120.44 170.69
----------------------------------------------------------------------------------------------------
End of Period $ 264.82 $ 260.60 $ 243.18 $ 202.90 $ 120.44
====================================================================================================
Ratio of expenses to average
net assets (Note B) 0.50% 0.50% 0.50% 0.50% 0.50%
Ratio of net investment
income (loss) to average
net assets (0.09)% (0.39)% (0.37)% (0.23)% ( 0.24)%
Number of units outstanding
at end of period 3,016 3,819 4,086 4,858 4,909
Portfolio turnover rate
(Note D) 120% 102% 134% 113% 161%
====================================================================================================
----------------------------------------------------------------------------------------------------
Year Ended December 31,
----------------------------------------------------------------------------------------------------
2001 2000 1999 1998 1997
----------------------------------------------------------------------------------------------------
Income $ 0.80 $ 1.70 $ 1.61 $ 1.42 $ 1.08
Expenses (Note B) (0.89) (1.15) ( 1.06) (1.13) (1.13)
----------------------------------------------------------------------------------------------------
Net investment income (loss) (0.09) 0.55 0.55 0.29 (0.05)
Net realized and unrealized
gain (loss) on invest-
ments (Note C) (36.98) (31.20) 34.80 (31.58) 25.34
----------------------------------------------------------------------------------------------------
Net increase (decrease) in
unit value (37.07) (30.65) 35.35 (31.29) 25.29
AllianceBernstein Mid Cap
Growth Fund unit value
(Note A):
Beginning of Period 207.76 238.41 203.06 234.35 209.06
----------------------------------------------------------------------------------------------------
End of Period $ 170.69 $ 207.76 $ 238.41 $ 203.06 $ 234.35
====================================================================================================
Ratio of expenses to average
net assets (Note B) 0.50% 0.50% 0.50% 0.50% 0.50%
Ratio of net investment
income (loss) to average
net assets (0.05)% 0.24% 0.27% 0.13% (0.02)%
Number of units outstanding
at end of period 5,338 7,276 10,300 21,322 27,762
Portfolio turnover rate
(Note D) 200% 136% 108% 195% 176%
======================================================================================================
See Notes following tables.
Appendix: Condensed financial information I-4
Notes:
A. The values for a registered AllianceBernstein Bond Fund, AllianceBernstein
Balanced Fund, AllianceBernstein Common Stock Fund and AllianceBernstein Mid
Cap Growth Fund unit on May 1, 1992, January 23, 1985, April 8, 1985 and
July 7, 1986, the first date on which payments were allocated to purchase
registered units in each Fund, were $36.35, $28.07, $84.15 and $44.82,
respectively.
B. Certain expenses under RIA are borne directly by employer plans
participating in RIA. Accordingly, those charges and fees discussed in
"Charges and expenses" earlier in this prospectus, are not included above
and did not affect the Fund unit values. Those charges and fees are
recovered by AXA Equitable through an appropriate reduction in the number of
units credited to each employer plan participating in the Fund unless the
charges and fees are billed directly to and paid by the employer. The dollar
amount recovered is included under the caption "For Contributions and
Withdrawals" as administrative fees and asset management fees in the
Statement of Changes in Net Assets for each Fund, which appear in the
Financial Statements in the SAI.
As of June 1, 1994, the annual investment management and financial
accounting fee is deducted from the assets of the AllianceBernstein Bond,
AllianceBernstein Balanced, AllianceBernstein Common Stock and
AllianceBernstein Mid Cap Growth Funds and is reflected in the computation
of their unit values. If all charges and fees had been made directly against
employer plan assets in the Funds and had been reflected in the computation
of Fund unit value, RIA registered unit expenses would have amounted to
$1.24, $3.19, $11.96 and $4.14 for the year ended December 31, 2006 on a per
unit basis for the AllianceBernstein Bond, AllianceBernstein Balanced,
AllianceBernstein Common Stock and AllianceBernstein Mid Cap Growth Funds,
respectively. For the same reporting periods, the ratio of expenses to
average net assets attributable to registered units would have been (on an
annualized basis), 1.53%, 1.60%, 1.58% and 1.56% for the AllianceBernstein
Bond, AllianceBernstein Balanced, AllianceBernstein Common Stock and
AllianceBernstein Mid Cap Growth Funds, respectively. (See Note F.)
C. See Note 2 to Financial Statements of Separate Account Nos. 13 (Pooled), 10
(Pooled), 4 (Pooled), 3 (Pooled) and 66 (Pooled) which appear in the SAI.
D. The portfolio turnover rate excludes all short-term U.S. Government
securities and all other securities whose maturities at the time of
acquisition were one year or less. The rate stated is the annual turnover
rate for the entire Separate Account Nos. 13 -- Pooled, 10 -- Pooled, 4 --
Pooled and 3 -- Pooled.
E. Income, expenses, gains and losses shown above pertain only to employer
plans' accumulations attributable to RIA registered units. Other plans and
trusts also participate in Separate Account Nos. 13 -- Pooled, 10 -- Pooled,
4 -- Pooled and 3 -- Pooled and may have operating results and other
supplementary data different from those shown above.
F. Because contractholders withdrew their participating interest in Separate
Account No. 13 during March of 2000, the per unit data and ratios shown are
hypothetical for these registered units. However, the per unit data and
ratios developed are based upon actual values for non-registered units of
Separate Account No. 13, which carry fees and expenses identical to those
imposed upon registered units of the Separate Account.
I-5 Appendix: Condensed financial information
SEPARATE ACCOUNT NO. 66 (POOLED) UNIT VALUES AND NUMBER OF REGISTERED UNITS
OUTSTANDING
[Enlarge/Download Table]
----------------------------------------------------------------------------------------------------
EQ/Alliance-
EQ/Alliance- Bernstein
AXA Premier Bernstein Intermediate
AXA Premier VIP Technol- Growth Government
VIP High ogy and Income Securities
Yield Fund Fund Fund
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 1996 $ 145.72 -- $ 148.57 $ 116.24
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1996 69 -- 2,078 593
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 1997 $ 172.55 -- $ 188.22 $ 124.66
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1997 1,414 -- 6,083 783
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 1998 $ 163.58 -- $ 227.38 $ 134.24
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1998 259 -- 6,500 1,110
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 1999 $ 158.02 -- $ 269.68 $ 134.36
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1999 187 -- 6,182 1,419
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2000 $ 144.28 -- $ 293.68 $ 146.61
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2000 414 -- 2,424 --
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2001 $ 145.57 -- $ 289.75 $ 158.49
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2001 464 -- 2,862 --
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2002 $ 141.56 -- $ 228.60 $ 172.44
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2002 156 -- 2,649 --
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2003 $ 173.86 -- $ 298.75 $ 176.49
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2003 143 -- 2,354 --
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2004 $ 189.31 $ 109.49 $ 336.45 $ 180.27
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2004 158 367 1,951 --
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2005 $ 195.49 $ 121.82 $ 355.66 $ 182.87
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2005 22 437 1,793 --
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2006 $ 215.33 $ 130.71 $ 422.46 $ 188.96
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2006 14 486 1,186 --
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
EQ/Alliance- EQ/Alliance-
EQ/Alliance- EQ/Alliance- Bernstein Bernstein
Bernstein Bernstein Quality Small Cap
International Large Cap Bond Growth
Fund Growth Fund Fund
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 1996 $ 114.80 -- $ 122.96 --
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1996 853 -- -- --
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 1997 $ 111.25 -- $ 134.14 $ 114.18
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1997 1,531 -- 270 2,235
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 1998 $ 122.93 -- $ 145.72 $ 109.25
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1998 1,659 -- 1,038 1,625
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 1999 $ 169.30 $ 113.69 $ 142.73 $ 139.67
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1999 1,302 94 4,298 1,064
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2000 $ 130.25 $ 92.79 $ 159.04 $ 159.12
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2000 1,522 1,017 4,295 1,166
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2001 $ 100.42 $ 70.55 $ 172.14 $ 138.34
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2001 1,519 1,220 3,094 475
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2002 $ 90.42 $ 48.57 $ 185.72 $ 96.68
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2002 3,854 1,226 1,262 593
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2003 $ 122.39 $ 59.84 $ 192.69 $ 136.53
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2003 4,074 480 1,014 365
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2004 $ 144.93 $ 64.86 $ 200.31 $ 155.93
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2004 3,017 622 1,176 373
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2005 $ 167.42 $ 74.54 $ 204.72 $ 174.22
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2005 2,750 710 1,319 99
----------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2006 $ 207.19 $ 74.14 $ 212.99 $ 190.26
----------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2006 2,372 796 334 61
----------------------------------------------------------------------------------------------------
Appendix: Condensed financial information I-6
SEPARATE ACCOUNT NO. 66 (POOLED) UNIT VALUES AND NUMBER OF REGISTERED UNITS
OUTSTANDING (CONTINUED)
[Enlarge/Download Table]
------------------------------------------------------------------------------
EQ/Calvert
EQ/Alliance- Socially EQ/Capital
Bernstein Responsible Guardian
Value Fund Fund Growth
------------------------------------------------------------------------------
Unit value as of:
December 31, 1996 -- -- --
------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1996 -- -- --
------------------------------------------------------------------------------
Unit value as of:
December 31, 1997 -- -- --
------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1997 -- -- --
------------------------------------------------------------------------------
Unit value as of:
December 31, 1998 -- -- --
------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1998 -- -- --
------------------------------------------------------------------------------
Unit value as of:
December 31, 1999 $ 95.43 $ 106.58 $ 120.77
------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1999 -- -- --
------------------------------------------------------------------------------
Unit value as of:
December 31, 2000 $ 97.35 $ 103.48 $ 99.31
------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2000 -- -- 400
------------------------------------------------------------------------------
Unit value as of:
December 31, 2001 $ 98.39 $ 88.27 $ 75.02
------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2001 156 -- 448
------------------------------------------------------------------------------
Unit value as of:
December 31, 2002 $ 84.97 $ 64.92 $ 55.26
------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2002 158 -- 389
------------------------------------------------------------------------------
Unit value as of:
December 31, 2003 $ 109.39 $ 83.07 $ 68.49
------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2003 157 -- 498
------------------------------------------------------------------------------
Unit value as of:
December 31, 2004 $ 124.10 $ 86.05 $ 72.29
------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2004 109 -- 492
------------------------------------------------------------------------------
Unit value as of:
December 31, 2005 $ 130.84 $ 93.56 $ 75.98
------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2005 111 -- 487
------------------------------------------------------------------------------
Unit value as of:
December 31, 2006 $ 158.83 $ 98.46 $ 81.60
------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2006 -- -- 224
------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
EQ/Capital EQ/Capital EQ/Capital
Guardian Guardian Guardian EQ/Equity
International Research U.S. 500
Fund Fund Equity Fund Index Fund
-------------------------------------------------------------------------------------------
Unit value as of:
December 31, 1996 -- -- -- $ 169.72
-------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1996 -- -- -- 3,856
-------------------------------------------------------------------------------------------
Unit value as of:
December 31, 1997 -- -- -- $ 224.89
-------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1997 -- -- -- 7,176
-------------------------------------------------------------------------------------------
Unit value as of:
December 31, 1998 -- -- -- $ 287.87
-------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1998 -- -- -- 11,983
-------------------------------------------------------------------------------------------
Unit value as of:
December 31, 1999 $ 128.61 $ 105.35 $ 101.11 $ 346.38
-------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1999 -- -- -- 12,855
-------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2000 $ 104.06 $ 111.58 $ 104.73 $ 313.02
-------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2000 1 -- -- 5,112
-------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2001 $ 82.32 $ 109.33 $ 102.63 $ 275.50
-------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2001 301 263 538 3,528
-------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2002 $ 69.94 $ 82.36 $ 78.34 $ 214.26
-------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2002 296 445 646 2,322
-------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2003 $ 92.75 $ 108.30 $ 106.85 $ 274.41
-------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2003 293 320 639 1,595
-------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2004 $ 105.37 $ 120.11 $ 116.82 $ 303.09
-------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2004 -- 178 -- 1,365
-------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2005 $ 123.42 $ 127.38 $ 123.78 $ 317.06
-------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2005 -- 192 -- 1,333
-------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2006 $ 147.17 $ 142.74 $ 136.11 $ 365.64
-------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2006 -- -- -- 1,190
-------------------------------------------------------------------------------------------
I-7 Appendix: Condensed financial information
SEPARATE ACCOUNT NO. 66 (POOLED) UNIT VALUES AND NUMBER OF REGISTERED UNITS
OUTSTANDING (CONTINUED)
[Enlarge/Download Table]
--------------------------------------------------------------------------------
EQ/FI Mid
EQ/Evergreen Cap EQ/FI MidCap
Omega Fund Fund Value Fund
--------------------------------------------------------------------------------
Unit value as of:
December 31, 1996 -- -- --
--------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1996 -- -- --
--------------------------------------------------------------------------------
Unit value as of:
December 31, 1997 -- -- --
--------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1997 -- -- --
--------------------------------------------------------------------------------
Unit value as of:
December 31, 1998 -- -- $ 105.06
--------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1998 -- -- --
--------------------------------------------------------------------------------
Unit value as of:
December 31, 1999 $ 105.75 -- $ 106.96
--------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1999 -- -- 32
--------------------------------------------------------------------------------
Unit value as of:
December 31, 2000 $ 93.36 $ 100.42 $ 112.45
--------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2000 1 -- 32
--------------------------------------------------------------------------------
Unit value as of:
December 31, 2001 $ 77.48 $ 86.96 $ 116.95
--------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2001 16 123 37
--------------------------------------------------------------------------------
Unit value as of:
December 31, 2002 $ 58.87 $ 70.90 $ 99.75
--------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2002 59 496 547
--------------------------------------------------------------------------------
Unit value as of:
December 31, 2003 $ 81.36 $ 101.82 $ 132.94
--------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2003 80 87 405
--------------------------------------------------------------------------------
Unit value as of:
December 31, 2004 $ 87.09 $ 118.14 $ 156.66
--------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2004 100 -- 419
--------------------------------------------------------------------------------
Unit value as of:
December 31, 2005 $ 90.54 $ 125.66 $ 174.40
--------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2005 -- 334 657
--------------------------------------------------------------------------------
Unit value as of:
December 31, 2006 $ 95.85 $ 140.14 $ 196.16
--------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2006 -- -- 8
--------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
EQ/Janus
Large Cap EQ/JP Morgan EQ/Mercury
Growth Value EQ/Marsico Basic Value
Fund Opportunities Focus Fund Equity Fund
----------------------------------------------------------------------------------------
Unit value as of:
December 31, 1996 -- -- -- --
----------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1996 -- -- -- --
----------------------------------------------------------------------------------------
Unit value as of:
December 31, 1997 -- -- -- --
----------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1997 -- -- -- --
----------------------------------------------------------------------------------------
Unit value as of:
December 31, 1998 -- $ 113.78 -- $ 107.43
----------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1998 -- -- -- --
----------------------------------------------------------------------------------------
Unit value as of:
December 31, 1999 -- $ 112.24 -- $ 127.78
----------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1999 -- 50 -- 164
----------------------------------------------------------------------------------------
Unit value as of:
December 31, 2000 $ 84.32 $ 119.84 -- $ 142.86
----------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2000 -- 475 -- 110
----------------------------------------------------------------------------------------
Unit value as of:
December 31, 2001 $ 64.96 $ 111.68 $ 106.25 $ 150.76
----------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2001 -- 487 -- 1.078
----------------------------------------------------------------------------------------
Unit value as of:
December 31, 2002 $ 45.27 $ 90.40 $ 93.97 $ 125.65
----------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2002 -- 487 -- 228
----------------------------------------------------------------------------------------
Unit value as of:
December 31, 2003 $ 56.98 $ 114.64 $ 123.22 $ 164.81
----------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2003 19 472 -- 192
----------------------------------------------------------------------------------------
Unit value as of:
December 31, 2004 $ 63.89 $ 127.11 $ 136.17 $ 182.26
----------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2004 19 468 -- 122
----------------------------------------------------------------------------------------
Unit value as of:
December 31, 2005 $ 68.55 $ 132.10 $ 150.75 $ 187.64
----------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2005 18 464.02 -- 336
----------------------------------------------------------------------------------------
Unit value as of:
December 31, 2006 $ 69.36 $ 159.01 $ 164.80 $ 226.87
----------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2006 18 412 -- --
----------------------------------------------------------------------------------------
Appendix: Condensed financial information I-8
SEPARATE ACCOUNT NO. 66 (POOLED) UNIT VALUES AND NUMBER OF REGISTERED UNITS
OUTSTANDING (CONTINUED)
[Enlarge/Download Table]
---------------------------------------------------------------------------------------------------------------------
EQ/MFS EQ/Van Kampen
Emerging EQ/MFS Emerging
EQ/Mercury Growth Investors EQ/Money Markets
International Companies Trust Market EQ/Small Cap Equity
Value Fund Fund Fund Fund Value Fund Fund
---------------------------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 1996 -- -- -- $ 114.22 -- --
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1996 -- -- -- 1,397 -- --
---------------------------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 1997 -- -- -- $ 120.35 -- --
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1997 -- -- -- 1,351 -- --
---------------------------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 1998 -- $ 123.19 -- $ 126.71 -- $ 111.23
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1998 -- 30 -- 1,249 -- --
---------------------------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 1999 $ 136.14 $ 213.94 $ 104.35 $ 132.95 $ 97.39 $ 217.72
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 1999 26 3,035 -- 601 -- 197
---------------------------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2000 $ 119.37 $ 173.64 $ 103.62 $ 141.19 $ 115.42 $ 130.53
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2000 125 3,680 478 438 -- 190
---------------------------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2001 $ 93.68 $ 114.52 $ 87.07 $ 146.56 $ 135.90 $ 123.81
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2001 459 2,173 472 653 57 209
---------------------------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2002 $ 78.10 $ 75.21 $ 68.77 $ 148.67 $ 117.08 $ 116.49
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2002 605 1,328 466 4,189 262 158
---------------------------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2003 $ 99.99 $ 97.26 $ 83.93 $ 149.82 $ 160.84 $ 181.64
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2003 430 1,340 415 223 62 66
---------------------------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2004 $ 121.64 $ 109.53 $ 93.50 $ 151.28 $ 188.35 $ 224.66
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2004 129 1,478 410 141 7 83
---------------------------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2005 $ 134.82 $ 119.42 $ 100.22 $ 155.57 $ 197.17 $ 298.30
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2005 473 1,365 404 140 211 86
---------------------------------------------------------------------------------------------------------------------
Unit value as of:
December 31, 2006 $ 169.44 $ 128.71 $ 113.19 $ 162.84 $ 228.94 $ 408.83
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding at
December 31, 2006 72 1,469 108 2,598 6 --
---------------------------------------------------------------------------------------------------------------------
I-9 Appendix: Condensed financial information
Statement of additional information
--------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
Who is AXA Equitable? 2
Fund Information 2
General 2
Restrictions and requirements of the AllianceBernstein Bond, AllianceBernstein
Balanced, AllianceBernstein Common
Stock and AllianceBernstein Mid Cap Growth Funds 2
Certain investments of the AllianceBernstein Bond and AllianceBernstein
Balanced Funds 2
Portfolio holdings policy for the Pooled Separate Accounts 3
Brokerage fees and charges for securities transactions 4
Additional information about RIA 5
Loan provisions 5
Annuity benefits 6
Amount of fixed-annuity payments 6
Ongoing operations fee 6
Management for the AllianceBernstein Bond, AllianceBernstein Balanced,
AllianceBernstein Common Stock and AllianceBernstein Mid Cap Growth
Funds and AXA Equitable 7
Funds 7
Portfolio managers' information (AllianceBernstein Bond Fund,
AllianceBernstein Balanced Fund, AllianceBernstein Common Stock
Fund and AllianceBernstein Mid Cap Growth Fund) 7
Investment professional conflict of interest disclosure 10
Portfolio manager compensation 11
Distribution of the contracts 12
Custodian and independent registered public accounting firm 12
AXA Equitable 13
Directors 13
Directors -- Officers 14
Other Officers 15
Separate Account Units of Interest Under Group Annuity Contracts 21
Financial statements index 22
Financial statements FSA-1
Send this request form to receive a Statement of Additional Information
To: AXA Equitable--RIA Service Office
P.O. Box 8095
Boston, MA 02266-8095
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Please send me an Retirement Investment Account(R) SAI for May 1, 2007.
--------------------------------------------------------------------------------
Name
--------------------------------------------------------------------------------
Address
--------------------------------------------------------------------------------
City State Zip
Client number:
-----------------------------------------------------------------
(SAI 4ACS (5/07))
Supplement dated May 1, 2007 to Prospectus dated May 1, 2007
------------------------------------------------------------------------
MEMBERS RETIREMENT PROGRAMS
funded under contracts with
AXA EQUITABLE LIFE INSURANCE COMPANY
1290 Avenue of the Americas, New York, New York 10104
Toll-Free Telephone 800-223-5790
----------------------------------
VARIABLE ANNUITY BENEFITS
----------------------------------
This Prospectus Supplement should be read and retained for
future reference by Participants in the Members Retirement
Programs who are considering variable
annuity payment benefits after retirement.
This Prospectus Supplement is not authorized for
distribution unless accompanied or preceded by
the Prospectus dated May 1, 2007 for the
appropriate Members Retirement Program.
------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS: ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------------------------------------------------------
RETIREMENT BENEFITS
When you become eligible to receive benefits under a Members
Retirement Program, you may select one or more of the following forms of
distribution, which are available in variable or fixed form. The law requires
that if the value of your Account Balance is more than $5,000, you must receive
a Qualified Joint and Survivor Annuity unless your Spouse consents to a
different election.
Life Annuity - annuity providing monthly payments for your life. No
payments will be made after your death, even if you have received only one
payment.
Life Annuity Period Certain - an annuity providing monthly payments
for your life or, if longer, a specified period of time. If you die before the
end of that specified period, payments will continue to your beneficiary until
the end of the period. Subject to legal limitations, you may specify a minimum
payment period of 5, 10, 15 or 20 years; the longer the specified period, the
smaller the monthly payments will be.
Joint and Survivor Annuity - Period Certain - an annuity providing
monthly payments for your life and that of your beneficiary or, if longer, a
specified period of time. If you and your beneficiary both die before the end
of the specified period, payments will continue to your contingent beneficiary
until the end of the period. Subject to legal limitations, you may specify a
minimum payment period of 5, 10, 15 or 20 years; the longer the specified
period, the smaller the monthly payments will be.
How Annuity Payments are Made
When your distribution of benefits under an annuity begins, your Units
in the Funds are redeemed. Part or all of the proceeds, plus part or all of
your Account Balance in the General Account Options, may be used to purchase an
annuity. The minimum amount that can be used to purchase any type of annuity is
$5,000. Usually, a $350 charge will be deducted from the amount used to
purchase the annuity to reimburse us for administrative expenses associated
with processing the application and with issuing each month's annuity payment.
Applicable premium taxes will also be deducted.
Annuity payments may be fixed or variable.
FIXED ANNUITY PAYMENTS. Fixed annuity payments are determined from our
annuity rate tables in effect at the time the first annuity payment is
made. The minimum amount of the fixed payments is determined from
tables in our contract with the Trustees, which show the amount of
proceeds necessary to purchase each $1 of monthly annuity payments
(after deduction of any applicable taxes and the annuity
administrative charge). These tables are designed to determine the
amounts required to pay for the annuity selected, taking into account
our administrative and investment expenses and mortality and expense
risks. The size of your payment will depend upon the form of annuity
chosen, your age and the
2
age of your beneficiary if you select a joint and survivor annuity.
If our current group annuity rates for payment of proceeds would
produce a larger payment, those rates will apply instead of the
minimums in the contract tables. If we give any group pension client
with a qualified plan a better annuity rate than those currently
available for the Program, we will also make those rates available to
Program participants. The annuity administrative charge may be
greater than $350 in that case. Under our contract with the Trustees,
we may change the tables but not more frequently than once every five
years. Fixed annuity payments will not fluctuate during the payment
period.
VARIABLE ANNUITY PAYMENTS. Variable annuity payments are funded
through our Separate Account No. 4 (Pooled) (the "Fund"), through the
purchase of Annuity Units. The number of Annuity Units purchased is
equal to the amount of the first annuity payment divided by the
Annuity Unit Value for the due date of the first annuity payment. The
amount of the first annuity payment is determined in the same manner
for a variable annuity as it is for a fixed annuity. The number of
Annuity Units stays the same throughout the payment period for the
variable annuity but the Annuity Unit Value changes to reflect the
investment income and the realized and unrealized capital gains and
losses of the Fund, after adjustment for an assumed base rate of
return of 5-3/4%, described below.
The amounts of variable annuity payments are determined as follows:
Payments normally start as of the first day of the second calendar month
following our receipt of the proper forms. The first two monthly payments are
the same.
Payments after the first two will vary according to the investment
performance of the Fund. Each monthly payment will be calculated by multiplying
the number of Annuity Units credited to you by the Annuity Unit Value for the
first business day of the calendar month before the due date of the payment.
The Annuity Unit Value was set at $1.1553 as of July 1, 1969, the
first day that Separate Account No. 4 (Pooled) was operational. For any month
after that date, it is the Annuity Unit Value for the preceding month
multiplied by the change factor for the current month. The change factor gives
effect to the assumed annual base rate of return of 5-3/4% and to the actual
investment experience of the Fund.
Because of the adjustment for the assumed base rate of return, the
Annuity Unit Value rises and falls depending on whether the actual rate of
investment return is higher or lower than 5-3/4%.
Illustration of Changes in Annuity Payments. To show how we determine
variable annuity payments from month to month, assume that the amount you
applied to purchase an annuity is enough to fund an annuity with a monthly
payment of $363 and that the Annuity Unit Value for the due date of the first
annuity payment is $1.05. The number of annuity units credited under your
certificate would be 345.71 (363 divided by 1.05 = 345.71). If the
3
third monthly payment is due on March 1, and the Annuity Unit Value for
February was $1.10, the annuity payment for March would be the number of units
(345.71) times the Annuity Unit Value ($1.10), or $380.28. If the Annuity Unit
Value was $1.00 on March 1, the annuity payment for April would be 345.71 times
$1.00 or $345.71.
Summary of Annuity Unit Values for the Fund
This table shows the Annuity Unit Values with an assumed base rate of
return of 5-3/4%.
First Business Day of Annuity Unit Value
--------------------- ------------------
October 1987 $4.3934
October 1988 $3.5444
October 1989 $4.8357
October 1990 $3.8569
October 1991 $5.4677
October 1992 $5.1818
October 1993 $6.3886
October 1994 $6.1563
October 1995 $7.4970
October 1996 $8.0828
October 1997 $11.0300
October 1998 $7.5963
October 1999 $9.8568
October 2000 $10.6810
October 2001 $7.3761
October 2002 $5.3455
October 2003 $6.3322
October 2004 $6.7242
October 2005 $7.4953
October 2006 $6.9450
THE FUND
The Fund (Separate Account No. 4 (Pooled)) was established pursuant to
the Insurance law of the State of New York in 1969. It is an investment account
used to fund benefits under group annuity contracts and other agreements for
tax-deferred retirement programs administered by us.
For a full description of the Fund, its investment policies, the risks
of an investment in the Fund and information relating to the valuation of Fund
assets, see the description of the Fund in our May 1, 2007 prospectus and the
Statement of Additional Information.
INVESTMENT MANAGER
The Manager
We, AXA Equitable, act as Investment Manager to the Fund. As such, we
have complete discretion over Fund assets and we invest and reinvest these
assets in accordance with the investment policies described in our May 1, 2007
prospectus and Statement of Additional Information.
4
We are a New York stock life insurance company with our Home Office at
1290 Avenue of the Americas, New York, New York 10104. Founded in 1859, we are
one of the largest insurance companies in the United States. AXA Equitable is
an indirect wholly-owned subsidiary of our sole stockholder AXA Financial, Inc.
AXA Financial, Inc. and its subsidiaries managed assets of approximately
$795 billion as of December 31, 2006, including third party assets of
$652 billion.
Investment Management
In providing investment management to the Fund, we currently use the
personnel and facilities of our majority owned subsidiary, AllianceBernstein
Management L.P. ("AllianceBernstein"), for portfolio selection and transaction
services. For a description of AllianceBernstein, see our May 1, 2007 Members
Retirement Program prospectuses.
Fund Transactions
The Fund is charged for securities brokers commissions, transfer taxes
and other fees relating to securities transactions. Transactions in equity
securities for the Fund are executed primarily through brokers which are
selected by AllianceBernstein/AXA Equitable and receive commissions paid by the
Fund. For 2006, 2005 and 2004, the Fund paid $739,493, $699,416 and $1,126,910,
respectively, in brokerage commissions. For a full description of our policies
relating to the selection of brokers, see the description of the Fund in our May
1, 2007 Statement of Additional Information.
5
FINANCIAL STATEMENTS
The financial statements of the Fund reflect applicable fees,
charges and other expenses under the Members Retirement Programs as in effect
during the periods covered, as well as the charges against the account made in
accordance with the terms of all other contracts participating in the account.
Separate Account No. 4 (Pooled): Page
Report of Independent Registered Public Accounting Firm FSA-2
Statement of Assets and Liabilities,
December 31, 2006 FSA-3
Statement of Operations for the Year Ended
December 31, 2006 FSA-4
Statements of Changes in Net Assets for the Years Ended
December 31, 2006 and 2005 FSA-5
Portfolio of Investments
December 31, 2006 FSA-6
Notes to Financial Statements FSA-8
FSA-1
--------------------------------------------------------------------------------
Report of Independent Registered Public Accounting Firm
To the Board of Directors of AXA Equitable Life
Insurance Company and the Contractowners
of Separate Account No. 4
of AXA Equitable Life Insurance Company:
In our opinion, the accompanying statements of assets and liabilities,
including the portfolios of investments, and the related statements of
operations and of changes in net assets present fairly, in all material
respects, the financial position of Separate Account No. 4 (Pooled) of AXA
Equitable Life Insurance Company ("AXA Equitable") at December 31, 2006, the
results of its operations for the year then ended and the changes in its net
assets for each of the two years in the period then ended, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of AXA Equitable's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits, which included confirmation of securities at December 31, 2006 by
correspondence with the custodian and brokers, provide a reasonable basis for
our opinion.
/s/ PricewaterhouseCoopers LLP
New York, New York
April 20, 2007
FSA-2
--------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
Statement of Assets and Liabilities
December 31, 2006
[Enlarge/Download Table]
Assets:
Investments (Notes 2 and 3):
Common stocks -- at value (cost: $480,976,680)........................... $599,320,605
Short-term debt securities -- at value (amortized cost: $4,413,684)...... 4,413,684
Interest and dividends receivable ........................................ 265,150
-------------------------------------------------------------------------- ------------
Total assets ............................................................. 603,999,439
-------------------------------------------------------------------------- ------------
Liabilities:
Due to AXA Equitable's General Account ................................... 1,264,672
Due to custodian ......................................................... 3,776,178
Accrued expenses ......................................................... 732,097
-------------------------------------------------------------------------- ------------
Total liabilities ........................................................ 5,772,947
-------------------------------------------------------------------------- ------------
Net Assets ............................................................... $598,226,492
========================================================================== ============
Amount retained by AXA Equitable in Separate Account No. 4 ............... $ 2,478,937
Net assets attributable to contract owners ............................... 555,154,312
Net assets allocated to contracts in payout period ....................... 40,593,243
-------------------------------------------------------------------------- ------------
Net Assets ............................................................... $598,226,492
========================================================================== ============
[Download Table]
Units Outstanding Unit Values
------------------ ------------
Institutional ............. 34,867 $ 8,262.03
RIA ....................... 15,278 775.87
Momentum Strategy ......... 987 99.86
MRP ....................... 124,951 312.73
ADA ....................... 651,516 382.55
EPP ....................... 12,151 800.76
The accompanying notes are an integral part of these financial statements.
FSA-3
--------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
Statement of Operations
Year Ended December 31, 2006
[Enlarge/Download Table]
Investment Income (Note 2):
Dividends (net of foreign taxes withheld of $33,737).................... $ 4,377,570
Interest ............................................................... 216,608
------------------------------------------------------------------------ -------------
Total investment income ................................................ 4,594,178
------------------------------------------------------------------------ -------------
Expenses (Note 5):
Investment management fees ............................................. (1,241,035)
Operating and expense charges .......................................... (2,422,872)
------------------------------------------------------------------------ -------------
Total expenses ......................................................... (3,663,907)
------------------------------------------------------------------------ -------------
Net investment income .................................................. 930,271
------------------------------------------------------------------------ -------------
Realized and Unrealized Gain (Loss) on Investments (Note 2):
Realized gain from security and foreign currency transactions .......... 56,761,166
Change in unrealized appreciation /depreciation of investments ......... (66,038,126)
------------------------------------------------------------------------ -------------
Net realized and unrealized loss on investments ........................ (9,276,960)
------------------------------------------------------------------------ -------------
Net Decrease in Net Assets Attributable to Operations .................. $ (8,346,689)
======================================================================== =============
The accompanying notes are an integral part of these financial statements.
FSA-4
--------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets
[Enlarge/Download Table]
Year Ended December 31,
2006 2005
---------------- ---------------
Increase (Decrease) in Net Assets:
From Operations:
Net investment income (loss) ................................................. $ 930,271 $ (540,001)
Net realized gain on investments and foreign currency transactions ........... 56,761,166 74,925,731
Change in unrealized appreciation/depreciation of investments ................ (66,038,126) 6,608,967
------------------------------------------------------------------------------ -------------- --------------
Net increase (decrease) in net assets attributable to operations ............. (8,346,689) 80,994,697
------------------------------------------------------------------------------ -------------- --------------
From Contributions and Withdrawals:
Contributions ................................................................ 66,014,546 76,456,922
Withdrawals .................................................................. (194,988,188) (151,318,308)
Asset management fees ........................................................ (991,775) (1,067,272)
Administrative fees .......................................................... (107,770) (345,104)
------------------------------------------------------------------------------ -------------- --------------
Net decrease in net assets attributable to contributions and withdrawals ..... (130,073,187) (76,273,762)
------------------------------------------------------------------------------ -------------- --------------
Net increase in net assets attributable to AXA Equitable's transactions ...... 1,551 6,187
------------------------------------------------------------------------------ -------------- --------------
Increase (decrease) in Net Assets ............................................ (138,418,325) 4,727,121
Net Assets -- Beginning of Year .............................................. 736,644,817 731,917,696
------------------------------------------------------------------------------ -------------- --------------
Net Assets -- End of Year .................................................... $ 598,226,492 $ 736,644,817
============================================================================== ============== ==============
The accompanying notes are an integral part of these financial statements.
FSA-5
--------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006
[Download Table]
---------------------------------------------------------------------------
Company Shares U.S. $ Value
------------------------------------------ -------------- ------------
COMMON STOCKS - 100.2%
Finance - 26.1%
Banking - Money Center - 2.7%
JPMorgan Chase & Co. ..................... 327,157 $15,801,683
-----------
Brokerage & Money Management - 15.3%
The Charles Schwab Corp. ................. 608,970 11,777,480
Goldman Sachs Group, Inc. ................ 129,410 25,797,883
Greenhill & Co., Inc. .................... 154,050 11,368,890
Legg Mason, Inc. ......................... 287,000 27,279,350
Merrill Lynch & Co., Inc. ................ 162,740 15,151,094
-----------
91,374,697
-----------
Insurance - 3.3%
American International Group,
Inc. (a) ............................. 277,960 19,918,614
-----------
Miscellaneous - 4.8%
Chicago Mercantile Exchange
Holdings, Inc.-Class A ............... 19,958 10,173,591
Citigroup, Inc. .......................... 214,800 11,964,360
NYSE Group, Inc. (a) ..................... 31,990 3,109,428
State Street Corp. ....................... 52,300 3,527,112
-----------
28,774,491
-----------
155,869,485
-----------
Technology - 25.0%
Communication Equipment - 3.0%
QUALCOMM, Inc. ........................... 475,380 17,964,610
-----------
Communication Services - 0.7%
Monster Worldwide, Inc. (a) .............. 84,280 3,930,819
-----------
Computer Hardware/Storage - 6.0%
Apple Computer, Inc. (a) ................. 304,070 25,797,299
Sun Microsystems, Inc. (a) ............... 1,915,400 10,381,468
-----------
36,178,767
-----------
Computer Peripherals - 1.1%
Network Appliance, Inc. (a) .............. 171,270 6,727,486
-----------
Computer Services - 0.8%
Cognizant Technology Solutions
Corp.-Class A (a) .................... 38,700 2,986,092
Euronet Worldwide, Inc. (a) .............. 52,740 1,565,850
-----------
4,551,942
-----------
Internet Media - 4.6%
Google, Inc.-Class A (a) ................. 59,570 27,430,794
-----------
Miscellaneous - 2.0%
Amphenol Corp.-Class A ................... 193,990 12,042,899
-----------
Semiconductor Components - 6.5%
Advanced Micro Devices, Inc. (a) ......... 720,020 14,652,407
Broadcom Corp.-Class A (a) ............... 413,280 13,353,077
NVIDIA Corp. (a) ......................... 289,330 10,708,103
-----------
38,713,587
-----------
[Download Table]
---------------------------------------------------------------------------
Company Shares U.S. $ Value
------------------------------------------ -------------- ------------
Software - 0.3%
SAP AG (ADR) ............................. 38,750 $ 2,057,625
-----------
149,598,529
-----------
Consumer Services - 18.4%
Apparel - 2.8%
Coach, Inc. (a) .......................... 151,740 6,518,751
Under Armour, Inc.-Class A (a) ........... 201,040 10,142,468
-----------
16,661,219
-----------
Broadcasting & Cable - 2.9%
Comcast Corp.-Class A (a) ................ 406,900 17,224,077
-----------
Miscellaneous - 6.5%
CB Richard Ellis Group, Inc.-
Class A (a) .......................... 510,450 16,946,940
Corporate Executive Board Co. ............ 139,350 12,220,995
Iron Mountain, Inc. (a) .................. 88,900 3,675,126
Strayer Education, Inc. .................. 55,900 5,928,195
-----------
38,771,256
-----------
Restaurants & Lodging - 1.2%
Chipotle Mexican Grill, Inc.-Class A
(a) .................................. 128,400 7,318,800
-----------
Retail - General Merchandise - 5.0%
Coldwater Creek, Inc. (a) ................ 171,230 4,198,559
Dick's Sporting Goods, Inc. (a) .......... 244,490 11,977,565
Kohl's Corp. (a) ......................... 201,290 13,774,275
-----------
29,950,399
-----------
109,925,751
-----------
Health Care - 18.0%
Biotechnology - 6.5%
Genentech, Inc. (a) ...................... 303,120 24,592,126
Gilead Sciences, Inc. (a) ................ 215,760 14,009,297
-----------
38,601,423
-----------
Drugs - 3.7%
Merck & Co. Inc. ......................... 213,800 9,321,680
Teva Pharmaceutical Industries Ltd.
(ADR) ................................ 413,450 12,850,026
-----------
22,171,706
-----------
Medical Products - 1.4%
Alcon, Inc. .............................. 76,220 8,519,109
-----------
Medical Services - 6.4%
Medco Health Solutions, Inc. (a) ......... 83,850 4,480,944
UnitedHealth Group, Inc. ................. 120,500 6,474,465
WellPoint, Inc. (a) ...................... 347,170 27,318,807
-----------
38,274,216
-----------
107,566,454
-----------
Energy - 4.1%
Oil Service - 4.1%
Schlumberger, Ltd. ....................... 392,070 24,763,141
-----------
FSA-6
--------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Concluded)
[Download Table]
---------------------------------------------------------
Company Shares U.S. $ Value
-------------------------------- -------- ------------
Aerospace & Defense - 3.1%
Aerospace - 3.1%
Boeing Co. (a) ................... 206,630 $18,357,009
-----------
Capital Goods - 1.7%
Electrical Equipment - 1.7%
Ametek, Inc. ..................... 148,335 4,722,987
Emerson Electric Co. ............. 128,600 5,667,402
-----------
10,390,389
-----------
Multi-Industry Companies - 1.7%
Multi-Industry Companies - 1.7%
Danaher Corp. .................... 139,300 10,090,892
-----------
Consumer Staples - 1.1%
Household Products - 0.6%
Procter & Gamble Co. ............. 51,030 3,279,698
-----------
Retail - Food & Drug - 0.5%
Whole Foods Market, Inc. ......... 69,400 3,256,942
-----------
6,536,640
-----------
Consumer Manufacturing - 1.0%
Building & Related - 1.0%
NVR, Inc. (a) .................... 9,647 6,222,315
-----------
Total Common Stocks - 100.2%
(cost $480,976,680).............. 599,320,605
-----------
[Download Table]
-------------------------------------------------------------------
Principal
Amount
Company (000) U.S.$ Value
--------------------------------------- ---------- ----------------
SHORT-TERM DEBT SECURITIES - 0.7%
Time Deposit - 0.7%
JPMorgan Nassau
4.72%, 1/3/2007 .................... $4,414 $ 4,413,684
------------
Total Short-Term Debt
Securities - 0.7 %
(amortized cost $4,413,684)......... 4,413,684
------------
Total Investments - 100.9%
(cost/amortized cost
$485,390,364)..................... 603,734,289
Other assets less
liabilities - (0.9)% .............. (5,507,797)
------------
Net Assets - 100.0% ................... $598,226,492
============
(a) Non-income producing security.
Glossary:
ADR - American Depositary Receipt
The accompanying notes are an integral part of these financial statements.
FSA-7
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
------------------------------------------------------------------------------
Notes to Financial Statements
December 31, 2006
------------------------------------------------------------------------------
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1. General
Separate Account No. 4 (Pooled) (the Fund) of AXA Equitable Life Insurance
Company (formerly The Equitable Life Assurance Society of the United States)
("AXA Equitable"), a wholly-owned subsidiary of AXA Financial, Inc., was
established in conformity with the New York State Insurance Law. Annuity
contracts available through AXA Equitable are Momentum Strategy, Retirement
Investment Account ("RIA"), Members Retirement Program ("MRP"), American
Dental Association Members Retirement Program ("ADA") and Equi-Pen-Plus
("EPP") (collectively, the Plans). Institutional reflects investments in
funds by contract owners of group annuity contracts issued by AXA Equitable.
Assets of the Plans and Institutional are invested in a number of investment
Funds (available Funds vary by Plan). The American Dental Association Members
Retirement Program is one of the many products participating in this Fund.
The contract owners invest in Separate Account No. 4, under the following
respective names:
Momentum Strategy
[Download Table]
Separate Account No. 4 The AllianceBernstein Growth Equity Fund
RIA
[Download Table]
Separate Account No. 4 The AllianceBernstein Common Stock Fund
MRP
[Download Table]
Separate Account No. 4 The AllianceBernstein Growth Equity Fund
ADA
[Download Table]
Separate Account No. 4 The Growth Equity Fund
EPP
[Download Table]
Separate Account No. 4 The AllianceBernstein Common Stock Fund
Institutional
[Download Table]
Separate Account No. 4 Growth Stock Account
Under applicable insurance law, the assets and liabilities of the Accounts
are clearly identified and distinguished from AXA Equitable's other assets
and liabilities. The assets of the Accounts are the property of AXA
Equitable. However, the portion of the Accounts' assets attributable to the
contracts will not be chargeable with liabilities arising out of any other
business AXA Equitable may conduct. The excess of assets over reserves and
other contract liabilities, if any, in Separate Account No. 4 may be
transferred to AXA Equitable's General Account. AXA Equitable's General
Account is subject to creditor rights. These financial statements reflect the
total net assets and results of operations for the Separate Account No. 4.
The amount retained by AXA Equitable in Separate Account No. 4 arises
principally from (1) contributions from AXA Equitable, (2) expense risk
charges accumulated in the account, and (3) that portion, determined ratably,
of the account's investment results applicable to those assets in the account
in excess of the net assets for the contracts. Amounts retained by AXA
Equitable are not subject to charges for expense risks.
AXA Equitable performs all marketing and service functions under the
contract. No commissions are paid for these services; however, incentive
compensation based on first year plan contributions and number of plan sales
are paid to AXA Equitable employees who perform the marketing and service
functions.
2. Significant Accounting Policies
The accompanying financial statements are prepared in conformity with
accounting principles generally
FSA-8
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006
------------------------------------------------------------------------------
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2. Significant Accounting Policies (Concluded)
accepted in the United States of America (GAAP). The preparation of financial
statements in accordance with GAAP requires management to make estimates and
assumptions that affect the reported amounts and disclosures. Actual results
could differ from those estimates.
Investment securities are valued as follows:
Stocks listed on national securities exchanges and certain over-the-counter
issues traded on the National Association of Securities Dealers, Inc.
Automated Quotation (NASDAQ) national market system are valued at the last
sale price, or, if there is no sale, at the latest available bid price.
Foreign securities not traded directly, or in American Depositary Receipt
(ADR) form in the United States, are valued at the last sale price in the
local currency on an exchange in the country of origin. Foreign currency is
converted into its U.S. dollar equivalent at current exchange rates.
Forward contracts are valued at their last sale price or, if there is no
sale, at the latest available bid price.
United States Treasury securities and other obligations issued or guaranteed
by the United States Government, its agencies or instrumentalities are valued
at representative quoted prices.
Long-term (i.e., maturing in more than a year) publicly-traded corporate
bonds are valued at prices obtained from a bond pricing service of a major
dealer in bonds when such prices are available; however, in circumstances
where AXA Equitable and Alliance deem it appropriate to do so, an
over-the-counter or exchange quotation may be used.
Convertible preferred stocks listed on national securities exchanges are
valued at their last sale price or, if there is no sale, at the latest
available bid price.
Convertible bonds and unlisted convertible preferred stocks are valued at bid
prices obtained from one or more major dealers in such securities; where
there is a discrepancy between dealers, values may be adjusted based on
recent premium spreads to the underlying common stock.
Other assets that do not have a readily available market price are valued at
fair value as determined in good faith by AXA Equitable's investment
officers.
Short-term debt securities which mature in 60 days or less are valued at
amortized cost. Short-term debt securities which mature in more than 60 days
are valued at representative quoted prices.
Security transactions are recorded on the trade date. Amortized cost of debt
securities, where applicable, are adjusted for amortization of premium or
accretion of discount. Dividend income is recorded on the ex-dividend date;
interest income (including amortization of premium and discount on securities
using the effective yield method) is accrued daily. Realized gains and losses
on the sale of investments are computed on the basis of the identified cost
of the related investments sold.
Transactions denominated in foreign currencies are recorded at the rate
prevailing at the date of such transactions. Asset and liability accounts
that are denominated in a foreign currency are adjusted to reflect the
current exchange rate at the end of the period. Transaction gains or losses
resulting from changes in the exchange rate during the reporting period or
upon settlement of the foreign currency transactions are reflected under
"Realized and Unrealized Gain (Loss) on Investments" in the Statement of
Operations.
Net assets allocated to contracts in the payout period are computed according
to various mortality tables,
FSA-9
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006
------------------------------------------------------------------------------
------------------------------------------------------------------------------
2. Significant Accounting Policies (Concluded)
depending on the year the benefits were purchased. The tables used are the
1971 GAM table, the 1983 GAM table, and the 1994 GAR. The assumed investment
returns vary by contract and range from 4 percent to 6.5 percent. The
contracts are participating group annuities, and, thus, the mortality risk is
borne by the contract holder, as long as the contract has not been
discontinued. AXA Equitable retains the ultimate obligation to pay the
benefits if the contract funds become insufficient and the contractholder
elects to discontinue the contract.
Amounts due to/from the General Account represent receivables/payables for
policy related transactions predominately related to premiums, surrenders and
death benefits.
The operations of the Account are included in the federal income tax return
of AXA Equitable, which is taxed as a life insurance company under the
provisions of the Internal Revenue Code. No federal income tax based on net
income or realized and unrealized capital gains is currently applicable to
contracts participating in the Funds by reason of applicable provisions of
the Internal Revenue Code and no federal income tax payable by AXA Equitable
is expected to affect the unit value of the contracts participating in the
Account. Accordingly, no provision for federal income taxes is required.
However, AXA Equitable retains the right to charge for any federal income tax
incurred which is applicable to the Account if the law is changed.
3. Investment Transactions
For the year ended December 31, 2006, investment security transactions,
excluding short-term debt securities, were as follows:
[Enlarge/Download Table]
Purchases Sales
------------------------------ -----------------------------
Stocks U.S. Stocks U.S.
and Debt Government and Debt Government
Fund Securities and Agencies Securities and Agencies
-------------------------------- -------------- ------------ ------------ ------------
Separate Account No. 4 ......... $362,865,589 $ -- $481,975,342 $ --
4. Related Party Transactions
AllianceBernstein L.P. (formerly Alliance Capital Management L.P.
("AllianceBernstein")) serves as an investment advisor for Separate Accounts
13, 10, 4 and 3. Alliance is a publicly traded limited partnership which is
indirectly majority-owned by AXA Equitable and AXA Financial, Inc. (parent to
AXA Equitable).
AXA Advisors, LLC (AXA Advisors) is an affiliate of AXA Equitable, and a
distributor and principal underwriter of the contracts and the account. AXA
Advisors is registered with the SEC as a broker-dealer and is a member of the
National Association of Securities Dealers, Inc.
The contracts are sold by financial professionals who are registered
representatives of AXA Advisors and licensed insurance agents of AXA Network,
LLC or its subsidiaries (affiliates of AXA Equitable). AXA Advisors receives
commissions and other service-related payments under its distribution
agreement with AXA Equitable and its networking agreement with AXA Network.
AXA Equitable, AllianceBernstein, and AXA Advisors seek to obtain the best
price and execution of all orders placed for the portfolios of the AXA
Equitable Funds considering all circumstances. In addition to using brokers
and dealers to execute portfolio security transactions for accounts under
their management, AXA Equitable, Alliance, and AXA Advisors may also enter
into other types of business and securities transactions with brokers and
dealers, which will be unrelated to allocation of the AXA Equitable Funds'
portfolio transactions.
FSA-10
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006
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4. Related Party Transactions (Concluded)
At December 31, 2006, interests of retirement and investment plans for
employees, managers and agents of AXA Equitable in Separate Account No. 4
aggregated $161,435,539 (27.0%) of the net assets in these Funds.
5. Asset Charges
Charges and fees relating to the Fund are paid to AXA Equitable and are
deducted in accordance with the terms of the various contracts which
participate in the Fund. Depending upon the terms of a contract,
sales-related fees and operating expenses are paid (i) by a reduction of an
appropriate number of Fund Units or (ii) by a direct payment.
Momentum Strategy
Fees with respect to the Momentum Strategy contracts are as follows:
Daily Separate Account Charge:
On a daily basis a charge at an annual rate of 1.25% for Separate Account 4
is deducted from the net assets attributable to the Momentum Strategy units.
This fee is to cover expense risk, mortality risk, other charges and
operating expenses of the contract. These fees are reflected as a reduction
of the Momentum Strategy Unit Value.
Administrative Fees:
Participant Administrative Charge -- At the end of each calendar quarter, a
maximum record maintenance and report fee of $3.75 ($15.00 per year) is
either deducted from the Participant Retirement Account Value or billed to
the employer. No charge is assessed if average account value is at least
$20,000. Additionally, the Participant Retirement Account Value is assessed
for the fee if the charge is not paid by the employer or the plan has less
than 10 participants in the contract.
Plan Recordkeeping Service Charge with Checkwriting -- Employers electing
plan recordkeeping with checkwriting services are subject to a charge of $25
per check. These amounts are withdrawn from the Participant Retirement
Account Value before withdrawal.
Loan Charge -- A loan set up charge of $25 is made at the time the loan is
set up. This is a one time charge per active loan. Quarterly loan
recordkeeping charge is $6 per outstanding loan. Charge is deducted from the
Participant Retirement Account Value.
Contingent Withdrawal Charge -- Certain withdrawals are subject to defined
contingent withdrawal charges. The maximum charge is 6% of the total plan
assets withdrawn. Charge is deducted from the Participant Retirement Account
Value in addition to the amount withdrawn.
State Premium and other applicable taxes -- charge for state premium and
other applicable taxes deducted is designed to approximate certain taxes that
may be imposed. When applicable, this amount is deducted from contributions.
Generally, the charge is deducted from the amount applied to provide an
annuity payout option.
Operating and Expense Charges:
In addition to the charges and fees mentioned above, the Fund is charged for
certain costs and expenses directly related to their operations. These may
include transfer taxes, SEC filing fees and certain related expenses
including printing of SEC filings, prospectuses and reports. These charges
and fees are reflected as reductions of unit value.
FSA-11
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006
------------------------------------------------------------------------------
------------------------------------------------------------------------------
5. Asset Charges (Continued)
RIA
Charges and fees relating to the Fund are paid to AXA Equitable and are
deducted in accordance with the terms of the various contracts which
participate in the Fund. Depending upon the terms of a contract,
sales-related fees and operating expenses are paid (i) by a reduction of an
appropriate number of Fund Units or (ii) by a direct payment. Fees with
respect to the Retirement Investment Account (RIA) contracts are as follows:
Investment Management Fee:
An annual fee of 0.50% of the net assets attributable to RIA units is
assessed for the AllianceBernstein Common Stock Fund. This fee is reflected
as a reduction of the RIA Unit Value.
Administrative Fees:
Contracts investing in the Fund are subject to certain administrative
expenses according to contract terms. These fees may include:
Ongoing Operations Fee -- An expense charge is made based on the combined net
balances of the fund. Depending upon when the employer adopted RIA, the
monthly rate ranges from 1/12 of 1.25% to 1/12 of 0.50% or from 1/12 of 1.25%
to 1/12 of 0.25%.
Participant Recordkeeping Services Charge -- Employers electing RIA's
optional Participant Recordkeeping Services are subject to an annual charge
of $25 per employee-participant under the employer plan.
Contingent Withdrawal Charge -- Certain withdrawals are subject to defined
contingent withdrawal charges. The maximum charge is 6% of the total plan
assets withdrawn.
Loan Fee -- A loan fee equal to 1% of the amount withdrawn as loan principal
is deducted on the date the plan loan is made.
Operating and Expense Charges:
In addition to the charges and fees mentioned above, the Fund is charged for
certain costs and expenses directly related to its operations. These may
include transfer taxes, SEC filing fees and certain related expenses
including printing of SEC filings, prospectuses and reports. These charges
and fees are reflected as reductions of unit value.
MRP
Charges and fees relating to the Fund are paid to AXA Equitable are deducted
in accordance with the terms of the various contracts which participate in
the Funds. With respect to the Members Retirement Program these expenses
consist of investment management and accounting fees, program expense charge,
direct expenses and record maintenance and report fees. These charges and
fees are paid to AXA Equitable and are recorded as expenses in the
accompanying Statement of Operations. Fees with respect to the Members
Retirement Program contracts are as follows:
Program Expense Charge--An expense charge is made at an effective annual rate
of 1.00% of the combined value of all investment options maintained under the
contract with AXA Equitable and is deducted monthly.
Investment Management Fees--An expense charge is made daily at an effective
annual rate of 0.50% of the net assets of the AllianceBernstein Growth Equity
Fund.
FSA-12
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006
------------------------------------------------------------------------------
5. Asset Charges (Continued)
Direct Operating and Other Expenses--In addition to the charges and fees
mentioned above, the Fund is charged for certain costs and expenses directly
related to their operations. These may include transfer taxes, SEC filing
fees and certain related expenses including printing of SEC filings,
prospectuses and reports. These charges and fees are reflected as a reduction
of the unit value.
A record maintenance and report fee of $3.75 is deducted quarterly as a
liquidation of Fund units.
ADA
Charges and fees relating to the Fund are deducted in accordance with the
terms of the various contracts which participate in the Fund. Depending upon
the terms of a contract, sales-related fees and operating expenses are paid
(i) by a reduction of an appropriate number of Fund Units or (ii) by a direct
payment. These charges and fees are paid to AXA Equitable and are recorded as
expenses in the accompanying Statement of Operations. Fees with respect to
the American Dental Association Members Retirement Program are as follows:
Investment Management and Administration Fees (Investment Management Fees):
AXA Equitable receives a fee based on the value of the Growth Equity Fund at
a monthly rate of 1/12 of (i) 0.29 of 1% of the first $100 million and (ii)
0.20 of 1% of the excess over $100 million of its ADA Program assets.
An Administrative fee is charged at a daily rate of 0.15% of average daily
net assets.
Operating and Expense Charges:
Program Expense Charge -- In the year prior to May 1, 2006 the expense charge
was made on the combined value of all investment options maintained under the
contract with AXA Equitable at a monthly rate 1/12 of (i) 0.635 of 1% for all
asset levels.
Effective May 1, 2006 an expense charge is made on the combined value of all
investment options maintained under the contract with AXA Equitable at a
monthly rate of 1/12 of 0.633% of 1% of the first $400 million.
A portion of the Program Expense Charge assessed by AXA Equitable is made on
behalf of the ADA and is equal to a monthly rate of 1/12 of 0.1 of 1% for all
asset levels.
Other Expenses -- In addition to the charges and fees mentioned above, the
Fund is charged for certain costs and expenses directly related to its
operations. These may include transfer taxes, SEC filing fees and certain
related expenses including printing of SEC filings, prospectuses and reports.
A record maintenance and report fee of $3 is deducted quarterly from each
participant's aggregate account balance. For clients with Investment Only
plans, a record maintenance fee of $1 is deducted quarterly.
EPP
Charges and fees relating to the Fund are paid to AXA Equitable and are
deducted in accordance with the terms of the various contracts, which
participate in the Fund. Depending upon the terms of a contract,
sales-related fees and operating expenses are paid (i) by a reduction of an
appropriate number of Fund Units or (ii) by a direct payment. Fees with
respect to the Equi-Pen-Plus Master Plan and Retirement Trust are as follows:
Investment Management Fee:
An annual fee of 0.25% of the total plan and trust net assets held in the
Separate Account is deducted daily. This fee is reflected as reduction in EPP
unit value.
FSA-13
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006
------------------------------------------------------------------------------
------------------------------------------------------------------------------
5. Asset Charges (Continued)
Administrative Fees:
Ongoing Operations Fee -- An expense charge is made based on each client's
combined balance of Master Plan and Trust net assets in the Separate and
Fixed Income Accounts at a monthly rate of 1/12 of (i) 1% of the first
$500,000, (ii) 0.75% of the next $500,000 and (iii) 0.50% of the excess over
$1,000,000.
Participant Recordkeeping Services Charge -- Employers electing
Equi-Pen-Plus's optional Participant Recordkeeping Services are subject to an
annual charge of $25 per employee-participant under the employer plan.
Withdrawal Charge -- A charge is applied if the client terminates plan
participation in the Master Retirement Trust and if the client transfers
assets to another funding agency before the fifth anniversary of the date AXA
Equitable accepts the participation agreement. The redemption charge is
generally paid via a liquidation of units held in the fund and will be based
on the following schedule:
[Download Table]
For Terminating Occurring In: Redemption Charge:
------------------------------- ------------------------------
Years 1 and 2 ........... 3% of all Master Trust assets
Years 3 and 4 ........... 2% of all Master Trust assets
Year 5 .................. 1% of all Master Trust assets
After Year 5 ............ No Redemption Charge
Operating and Expense Charges:
In addition to the charges and fees mentioned above, the Fund is charged for
certain costs and expenses directly related to their operations. These may
include custody, audit and printing of reports. These charges and fees are
reflected as reduction of unit value.
Institutional
Asset Management Fees
Asset management fees are charged to clients investing in the Separate
Account. The fees are based on the prior month-end net asset value (as
defined) of each client's aggregate interest in AXA Equitable's Separate
Account, and are determined monthly. Clients can either pay the fee directly
by remittance to the Separate Account or via liquidation of units held in the
Separate Account. The fees are calculated for each client in accordance with
the schedule set forth below:
[Download Table]
Each Client's Aggregate Interest Annual Rate
--------------------------------------- -------------
Minimum Fee ..................... $5,000
First $2 million................. 0.85 of 1%
Next $3 million.................. 0.60 of 1%
Next $5 million.................. 0.40 of 1%
Next $15 million................. 0.30 of 1%
Next $75 million................. 0.25 of 1%
Excess over $100 million......... 0.20 of 1%
There is an additional charge made to clients utilizing AXA Equitable's
Active Investment Management Service (AIMS). The service is optional and
delegates to AXA Equitable the responsibility for actively managing the
client's assets among AXA Equitable's Separate Account. In the event that the
client chooses this service, the additional fee is based on the combined net
asset value of the client's assets in the Separate Account. Clients
FSA-14
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006
------------------------------------------------------------------------------
------------------------------------------------------------------------------
5. Asset Charges (Concluded)
electing this service either pay the fee directly by remittance to the
Separate Account or via liquidation of units held in the Separate Account.
The charge is assessed on a monthly basis at the annual rates shown below:
[Download Table]
Client's Aggregate Interest Annual Rate
------------------------------- -----------
Minimum Fee ............. $2,500
First $5 million......... 0.100%
Next $5 million.......... 0.075%
Next $5 million.......... 0.050%
Over $15 million......... 0.025%
Asset management fees and AIMS fees are paid to AXA Equitable.
Administrative Fees
Certain client contracts provide for a fee for administrative services to be
paid directly to AXA Equitable. This administrative fee is calculated
according to the terms of the specific contract and is generally paid via a
liquidation of units held in the Fund in which the contract invests. Certain
of these client contracts provide for administrative fees to be paid through
a liquidation of units from a Short-term liquidity account. The payment of
the fee for administrative services has no effect on other separate account
clients or the unit values of the separate accounts.
Operating and Expense Charges
In addition to the charges and fees mentioned above, the Separate Account is
charged for certain costs and expenses directly related to their operations.
These charges may include custody and audit fees, and result reduction of
Separate Account unit values.
6. Changes in Units Outstanding
Accumulation units issued and redeemed during periods indicated were (in
thousands):
[Download Table]
Year Ended December 31,
-----------------------
2006 2005
----------- -----------
The Growth Equity Fund
ADA
Issued ............................. 141 156
Redeemed ........................... (249) (214)
---- ----
Net Increase (Decrease) ............ (108) (58)
---- ----
AllianceBernstein Growth Equity Fund
Momentum Strategy
Issued ............................. 1 1
Redeemed ........................... (5) (1)
---- ----
Net Increase (Decrease) ............ (4) (--)
---- ----
FSA-15
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006
------------------------------------------------------------------------------
------------------------------------------------------------------------------
6. Changes in Units Outstanding (Concluded)
[Download Table]
Year Ended December 31,
------------------------
2006 2005
------------ -----------
AllianceBernstein Common Stock Fund
RIA
Issued ............................. 1 2
Redeemed ........................... (6) (11)
---- -----
Net (Decrease) ..................... (5) (8)
---- ------
AllianceBernstein Growth Equity Fund
MRP
Issued ............................. 172 191
Redeemed ........................... (188) (197)
------ ------
Net (Decrease) ..................... (16) (6)
------ -------
AllianceBernstein Common Stock Fund
EPP
Issued ............................. -- 2
Redeemed ........................... (6) (3)
------- -------
Net (Decrease) ..................... (6) (1)
------- -------
Growth Stock Account
Institutional
Issued ............................. 8 5
Redeemed ........................... (19) (11)
------ ------
Net Increase (Decrease) ............ (11) (6)
------ -------
7. Accumulation Unit Values
AXA Equitable issues a number of group annuity contracts that allow employer
plan assets to accumulate on a tax-deferred basis. The contracts are
typically designed for employers wishing to fund defined benefit, defined
contribution and/or 401(k) plans.
Institutional units presented on the Statement Assets and Liabilities reflect
investments in the Fund by contractholders of group annuity contracts issued
by AXA Equitable. Institutional unit value is determined at the end of each
business day. Institutional unit value reflects the investment performance of
the underlying Fund for the day and charges and expenses deducted by the
Fund. Contract unit values (ADA, RIA, MRP, Momentum and EPP) reflect the same
investment results as the Institutional unit value presented on the Statement
of Assets and Liabilities. In addition, contract unit values reflect certain
investment management and accounting fees, which vary by contract. These fees
are charged as a percentage of net assets and are disclosed below for the
Plans' contracts in percentage terms.
FSA-16
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006
------------------------------------------------------------------------------
------------------------------------------------------------------------------
7. Accumulation Unit Values (Concluded)
Shown below is accumulation unit value information for the Plans' units
outstanding in Separate Account 4.
[Enlarge/Download Table]
Year Ended December 31,
-------------------------
2006 2005
------------ -----------
Separate Account No. 4
AllianceBernstein Growth Equity Fund
ADA, 1.04%*
Unit Value, end of period ................................................ $ 382.55 $ 386.86
Net Assets (000's) ....................................................... $ 249,237 $ 293,966
Number of units outstanding, end of period (000's) ....................... 652 759
Total Return** ........................................................... (1.11)% 11.57%
The Growth Equity Fund
Momentum Strategy, 1.25%*
Unit Value, end of period ................................................ $ 99.86 $ 101.21
Net Assets (000's) ....................................................... $ 99 $ 527
Number of units outstanding, end of period (000's) ....................... 1 5
Total Return* ............................................................ (1.33)% 11.34%
AllianceBernstein Common Stock Fund
RIA, 0.50%*
Unit Value, end of period ................................................ $ 775.88 $ 780.43
Net Assets (000's) ....................................................... $ 11,854 $ 16,152
Number of units outstanding, end of period (000's) ....................... 15 21
Total Return** ........................................................... (0.58)% 12.17%
AllianceBernstein Growth Equity Fund
MRP, 1.50%*
Unit Value, end of period ................................................ $ 312.73 $ 317.72
Net Assets (000's) ....................................................... $ 39,076 $ 44,826
Number of units outstanding, end of period (000's) ....................... 125 141
Total Return** ........................................................... (1.57)% 10.97%
AllianceBernstein Common Stock Fund
EPP, 0.25%*
Unit Value, end of period ................................................ $ 800.76 $ 803.45
Net Assets (000's) ....................................................... $ 9,730 $ 14,152
Number of units outstanding, end of period (000's) ....................... 12 18
Total Return** ........................................................... (0.33)% 12.45%
Growth Stock Account
Institutional
Unit Value, end of period ................................................ $8,262.03 $ 8,269.13
Net Assets (000's) ....................................................... $ 288,072 $ 367,019
Number of units outstanding, end of period (000's) ....................... 35 44
Total Return** ........................................................... (0.09)% 12.73%
Year Ended December 31,
-----------------------------------------
2004 2003 2002
-------------- ------------- ----------
Separate Account No. 4
AllianceBernstein Growth Equity Fund
ADA, 1.04%*
Unit Value, end of period ................................................ $ 346.74 $ 302.18 $ 223.26
Net Assets (000's) ....................................................... $ 283,643 $ 249,918 $ 182,907
Number of units outstanding, end of period (000's) ....................... 818 827 817
Total Return** ........................................................... 14.75% 35.05% (27.87)%
The Growth Equity Fund
Momentum Strategy, 1.25%*
Unit Value, end of period ................................................ $ 90.90 $ 79.38 $ 58.54
Net Assets (000's) ....................................................... $ 483 $ 435 $ 299
Number of units outstanding, end of period (000's) ....................... 5 6 5
Total Return* ............................................................ 14.51% 35.60% (29.16)%
AllianceBernstein Common Stock Fund
RIA, 0.50%*
Unit Value, end of period ................................................ $ 695.74 $ 602.90 $ 443.82
Net Assets (000's) ....................................................... $ 20,742 $ 23,093 $ 22,530
Number of units outstanding, end of period (000's) ....................... 30 38 51
Total Return** ........................................................... 15.40% 35.84% (27.42)%
AllianceBernstein Growth Equity Fund
MRP, 1.50%*
Unit Value, end of period ................................................ $ 286.30 $ 251.02 $ 186.97
Net Assets (000's) ....................................................... $ 42,051 $ 38,426 $ 28,750
Number of units outstanding, end of period (000's) ....................... 147 153 154
Total Return** ........................................................... 14.05% 34.26% (28.42)%
AllianceBernstein Common Stock Fund
EPP, 0.25%*
Unit Value, end of period ................................................ $ 714.47 $ 617.58 $ 453.49
Net Assets (000's) ....................................................... $ 13,886 $ 13,987 $ 11,356
Number of units outstanding, end of period (000's) ....................... 19 23 25
Total Return** ........................................................... 1i5.69% 36.18% (27.24)%
Growth Stock Account
Institutional
Unit Value, end of period ................................................ $ 7,335.03 $ 6,324.43 $ 4,632.41
Net Assets (000's) ....................................................... $ 371,131 $ 363,345 $ 289,558
Number of units outstanding, end of period (000's) ....................... 51 57 63
Total Return** ........................................................... 15.98% 36.53% (27.05)%
* Expenses as a percentage of average net assets (0.25%, 0.50%, 1.04%, 1.25%,
1.50% annualized) consist of mortality and expense charges and other
expenses for each period indicated. The ratios include only those expenses
that result in a direct reduction to unit values. Charges made directly to
contract owner accounts through the redemption of units and expenses of the
underlying fund have been excluded.
** These amounts represent the total return for the periods indicated,
including changes in the value of the
FSA-17
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
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Notes to Financial Statements (Concluded)
December 31, 2006
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7. Accumulation Unit Values (Concluded)
underlying fund, and expenses assessed through the reduction of unit values.
These ratios do not include any expenses assessed through the redemption of
units.
8. Investment Income Ratio
The investment income ratio is calculated by taking the gross investment
income earned divided by the average net assets of a fund during the report
period. Shown below is the investment income ratio throughout the periods
indicated.
[Download Table]
Year Ended December 31,
----------------------------------
2006 2005 2004 2003 2002
----- ----- ----- ----- -----
The Growth Equity Fund ......... 0.69% 0.46% 0.46% 0.47% 0.40%
FSA-18
American Dental Association
Members Retirement Program
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 2007
--------------------------------------------------------------------------------
This Statement of Additional Information ("SAI") is not a prospectus. You should
read this SAI in conjunction with AXA Equitable's prospectus dated May 1, 2007
for the American Dental Association Members Retirement Program.
On September 7, 2004, our name was changed from "The Equitable Life Assurance
Society of the United States" to "AXA Equitable Life Insurance Company."
A copy of the prospectus to which this SAI relates is available at no charge by
writing to AXA Equitable at Box 2486 G.P.O., New York, New York 10116 or by
calling our toll-free telephone number, in the US 1-800-223-5790 or
1-800-223-5790-0 from France, Israel, Italy, Republic of Korea, Switzerland, and
the United Kingdom. Definitions of special terms used in this SAI are found in
the prospectus.
Certain of the cross references in this SAI are contained in the prospectus
dated May 1, 2007 to which this SAI relates.
TABLE OF CONTENTS
Page in SAI
Who is AXA Equitable? 2
The Program 2
Types of benefits 4
Provisions of the Plans 6
Investment restrictions applicable to the Growth Equity Fund 8
Portfolio holdings policy for the Pooled Separate Account 8
Growth Equity Fund transactions 9
Investment management fee 10
Portfolio manager(s) information (Growth Equity Fund) 11
Investment professional conflicts of interest disclosure 11
Portfolio manager compensation 12
Distribution of the contracts 13
Custodian and independent registered public accounting firm 13
Our management 14
Financial statements FSA-1
Copyright 2007 by AXA Equitable Life Insurance Company of The United States.
1290 Avenue of the Americas, New York, New York 10104. All rights reserved.
x01580
WHO IS AXA EQUITABLE?
AXA Equitable is a wholly owned subsidiary of AXA Financial Services, LLC, a
holding company, which is itself a wholly owned subsidiary of AXA Financial,
Inc. ("AXA Financial"). Interests in AXA Financial are held by the immediate
holding company, AXA America Holdings Inc., and the following affiliated
companies: AXA Corporate Solutions Reinsurance Company ("AXA Corporate
Solutions") and AXA Belgium SA. AXA holds its interest in AXA America Holdings,
Inc. and AXA Corporate Solutions, directly through its wholly owned subsidiary
holding company, Ouidinot Participations. AXA holds its interest in AXA Belgium
SA, through its wholly owned subsidiary holding company, AXA Holdings Belgium
SA.
THE PROGRAM
The Program consists of the Master Plan and Volume Submitter Plan (the "Plans")
and the Investment Only plan made available to members of the American Dental
Association and their eligible employees. The following information regarding
the Program is provided solely to provide a more complete understanding of how
the investment funds available under AXA Equitable's group annuity contract
operate within the Program. In addition to issuing the group annuity contract
under which the investment funds are available, we also provide administrative
support, recordkeeping and marketing services in connection with the Program. We
provide these services pursuant to an administrative services agreement between
the ADA Trustees (who are currently members of the ADA Council on Member
Insurance and Retirement Programs ("Trustees" or "ADA Trustees")) and AXA
Equitable. This administrative services agreement would normally terminate when
the group annuity contract with AXA Equitable ("the contract") terminates.
FUNDING OF THE PROGRAM
The Program is primarily funded through a group annuity contract issued to the
ADA Trustees by AXA Equitable. The ADA Trustees have also entered into two group
annuity contracts with Met Life, Inc. relating to Guaranteed Rate Accounts
opened during the one year period beginning July 19, 2006. All other investment
options are covered by the contract with AXA Equitable. The ADA Trustees hold
all contracts for the benefit of employers and participants in the Program.
The ADA Trustees and AXA Equitable also have an administrative services
agreement for administrative support, recordkeeping and marketing services
provided by AXA Equitable. This agreement would normally terminate when the
group annuity contract with AXA Equitable terminates.
YOUR RESPONSIBILITIES AS EMPLOYER
If you adopt one of the Plans, you as the employer and plan administrator will
have certain responsibilities, including:
o sending us your contributions at the proper time and in the proper format
(including contribution type and fiscal year);
o maintaining all personnel records necessary for administering your plan;
o determining who is eligible to receive benefits;
o forwarding to us, and when required, signing, all the forms your employees
are required to submit;
o distributing summary plan descriptions and participant annual reports to your
employees and former employees;
o distributing our prospectuses and confirmation notices to your employees and,
in some cases, former employees;
o filing an annual information return for your plan with the Department of
Labor, if required;
o providing us the information with which to run special non-discrimination
tests, if you have a 401(k) plan or your plan accepts post-tax employee or
employer matching contributions;
o determining the amount of all contributions for each participant in the plan;
o forwarding salary deferral, including designated Roth contributions if
applicable, and post-tax employee contributions to us as soon as possible
(and in any event, no later than the 15th business day of the month following
the month in which the employer withholds or receives participant
contributions);
o selecting interest rates and monitoring default procedures if you elect the
loan provision in your plan; and
o providing us with written instructions for allocating amounts in the plan's
forfeiture account.
If you, as an employer, have an individually designed plan, your
responsibilities will not be increased in any way by adopting the Pooled Trust
for investment only.
We can provide guidance and assistance in the performance of your
responsibilities. If you have questions about any of your obligations, you can
contact our Account Executives at 1-800-223-5790 or write to us at Box 2486
G.P.O., New York, New York 10116.
PROCEDURES FOR WITHDRAWALS, DISTRIBUTIONS AND TRANSFERS
PRE-RETIREMENT WITHDRAWALS. Under the Plans, self-employed persons generally may
not receive a distribution prior to age 59-1/2, and employees generally may not
receive a distribution prior to separation from service. However, if the Plans
are maintained as profit sharing plans, you may request distribution of benefits
after you reach age 59-1/2 even if you are still working, as long as you are
100% vested. If the Plans are maintained as 401(k) plans and you are under age
59-1/2, you may withdraw your own 401(k) elective deferral contributions (either
pre-tax or Roth), only if you demonstrate financial hardship within the meaning
of applicable income tax regulations and the employer has elected this option on
its adoption agreement. Each withdrawal must be at least $1,000 (or, if less,
your entire account balance or the amount of your hardship withdrawal under a
401(k) plan). If your employer terminates the plan, all amounts (subject to GRA
restrictions) may be distributed to participants at that time (except elective
deferral contribution amounts including Roth if there is a successor plan).
In addition, if your employer has elected to make hardship withdrawals available
under your plan, you may request distribution before age
2
59-1/2 in the case of financial hardship (as defined in your plan). In a 401(k)
plan, the plan's definition of hardship applies to employer contributions but
not to your 401(k) contributions--including employee pre-tax contributions,
employer qualified non-elective contributions and qualified matching
contributions. To withdraw your own 401(k) elective deferral contributions
(either pre-tax or Roth), you must demonstrate financial hardship within the
meaning of applicable income tax regulations. Each withdrawal must be at least
$1,000 (or, if less, your entire Account Balance or the amount of your hardship
withdrawal under a profit sharing or 401(k) plan). If your employer terminates
the plan, all amounts (subject to GRA restrictions) may be distributed to
participants at that time except elective deferral contribution amounts,
including Roth, if there is a successor plan.
You may withdraw all or part of your account balance under the Plans
attributable to post-tax employee contributions at any time, subject to any
withdrawal restrictions applicable to the Investment Options, provided that you
withdraw at least $300 at a time (or, if less, your account balance attributable
to post-tax employee contributions). See "Tax information" in the prospectus.
Beginning in 2006, if an employer's 401(k) plan permits, an employee may
designate some or all of elective deferral contributions as "designated Roth
contributions", which are made on a post-tax basis to the 401(k) arrangement.
These contributions are subject to the same withdrawal restrictions as pre-tax
elective deferral contributions.
We pay all benefit payments (including withdrawals due to plan terminations) in
accordance with the rules described below in the "Benefit Distributions"
discussion. We effect all other participant withdrawals as of the close of the
business day we receive the properly completed form.
In addition, if you are married, your spouse may have to consent in writing
before you can make any type of withdrawal, except for the purchase of a
Qualified Joint and Survivor Annuity. See "Spousal consent requirement" below.
Under an individually designed plan, the availability of pre-retirement
withdrawals depends on the terms of the plan. We suggest that you ask your
employer what types of withdrawals are available under your plan.
Transfers and withdrawals from the Aggressive Equity Fund, the Foreign Fund, the
Large Cap Growth Fund, the LifeStrategy Income Fund, the LifeStrategy Moderate
Growth Fund, the Equity Index Fund and the Equity Income Fund may be delayed if
there is any delay in redemption of shares of the respective mutual funds in
which the Funds invest. We generally do not expect any delays.
Please note that generally you may not make withdrawals from the Guaranteed Rate
Accounts prior to maturity, even if the employer plan permits withdrawals prior
to that time. See "Premature Withdrawals and Transfers from a GRA" below.
Transfers from the Foreign Fund, Large Cap Growth Fund, LifeStrategy Income
Fund, LifeStrategy Moderate Growth Fund, Equity Index Fund, Aggressive Equity
Fund, Equity Income Fund, Small Cap Fund and U.S. Bond Fund are permitted daily
except under infrequent circumstances when the withdrawals may be subject to a
delay. See "Benefit distributions" below.
BENEFIT DISTRIBUTIONS. In order for you to begin receiving benefits under either
of the Plans, your employer must send us your properly completed Election of
Benefits form and, if applicable, Beneficiary Designation form. Benefit payments
will be made according to the provisions of your plan.
Under an individually designed plan and our self-directed prototype plan, your
employer must send us a Request for Disbursement Form. We will process single
sum payments as of the close of business on the day we receive a properly
completed form. A check payable to the plan's trustee will be forwarded within
five days after processing begins. If you wish to receive annuity payments, your
plan's trustee may purchase a variable annuity contract from us. Fixed annuities
are available from insurance companies selected by the Trustees. See "Types of
benefits." We will pay annuity payments directly to you and payments will
commence according to the provisions of your plan.
Please note that we use the value of your vested benefits at the close of the
business day payment is due to determine the amount of benefits you receive. We
will not, therefore, begin processing your check until the following business
day. You should expect your check to be mailed within five days after processing
begins. Annuity checks can take longer. If you buy a fixed annuity, your check
will come from the insurance company you selected. If you would like expedited
delivery at your expense, you may request it on your Election of Benefits form.
MANDATORY CASHOUTS. The Economic Growth and Tax Relief Reconciliation Act of
2001 (EGTRRA) amended the Internal Revenue Code of 1986 (Code) to provide that a
trust under a qualified plan would not be a qualified trust unless the plan
provides that when a mandatory distribution of more than $1,000 is to be made
and the participant does not elect a distribution, the plan administrator must
rollover such distribution to an individual retirement plan and must provide the
plan participant with notice of such transfer.
DEATH BENEFITS. If a participant in either of the Plans dies without designating
a beneficiary, the vested benefit will automatically be paid to the spouse or,
if the participant is not married, to the first surviving class of his or her
(a) children, (b) parents and (c) brothers and sisters. If none of them
survives, the participant's vested benefit will be paid to the participant's
estate.
ELIGIBLE ROLLOVER DISTRIBUTIONS AND FEDERAL INCOME TAX WITHHOLDING.
All "eligible rollover distributions" are subject to mandatory Federal income
tax withholding of 20% unless the participant elects to have the distribution
directly rolled over to an eligible retirement plan. An "eligible rollover
distribution" is generally any distribution that is not one of a series of
substantially equal periodic payments made (not less frequently than annually):
(1) for the life (or life expectancy) of the plan participant or the joint lives
(or joint life expectancies) of the plan participant and his or her designated
beneficiary, or (2) for a specified period of 10 years or more. In addition, the
following are not subject to mandatory 20% withholding:
o hardship withdrawals;
o certain corrective distributions under Code Section 401(k) plans;
o loans that are treated as distributions;
3
o a distribution to a beneficiary other than to a surviving spouse or a current
or former spouse under a qualified domestic relations order; and
o required minimum distributions under Code Section 401(a)(9).
If we make a distribution to a participant's surviving spouse, or to a current
or former spouse under a qualified domestic relations order, the distribution
may be an eligible rollover distribution, subject to mandatory 20% withholding,
unless one of the exceptions described above applies.
If a distribution is not an "eligible rollover distribution", we will withhold
income tax from all taxable payments unless the recipient elects not to have
income tax withheld.
PREMATURE WITHDRAWALS AND TRANSFERS FROM A GRA. You may transfer amounts from
other investment options to a GRA at any time. Transfers may not be made from
one GRA to another or from a GRA to one of the other investment options until
the maturity date of the GRA. Likewise, you may not remove amounts from a GRA
prior to maturity in order to obtain a plan loan or make a hardship or
in-service withdrawal. If your plan's assets are transferred to another funding
vehicle from the Program or if your plan is terminated, your money remains in
the GRAs until maturity. All such GRAs will be held in the Pooled Trust under
the investment-only arrangement. See "Guaranteed Rate Accounts" in the
prospectus.
The Program does not permit withdrawals before maturity unless your plan permits
them and they are exempt or qualified, as explained below. You may take exempt
withdrawals without penalty at any time. Qualified withdrawals are subject to a
penalty. There are no qualified withdrawals from a five-year GRA during the
first two years after the end of its offering period. This rule does not apply
if the amount of the applicable penalty is less than the interest you have
accrued. If you have more than one GRA and you are taking a partial withdrawal
or installments, amounts held in your most recently purchased three-year or
five-year GRA that is available under the withdrawal rules for exempt and
qualified withdrawals will be used first. Please note that withdrawals,
transfers, reallocations on maturity and benefit distributions from GRAs
provided by a carrier other than AXA Equitable are subject to AXA Equitable's
receipt of the proceeds of such GRA from such carrier.
Exempt Withdrawal. Amounts may be withdrawn without penalty from a GRA prior to
its maturity if:
o you are a dentist age 59-1/2 or older and you elect an installment payout of
at least three years or an annuity benefit;
o you are not a dentist and you attain age 59-1/2 or terminate employment
(including retirement);
o you are disabled;
o you attain age 70-1/2; or
o you die.
Qualified Withdrawal. You may withdraw amounts with a penalty from a GRA prior
to its maturity if you are a dentist and are taking payments upon retirement
after age 59-1/2 under a distribution option of less than three years duration.
The interest paid to you upon withdrawal will be reduced by an amount calculated
as follows:
(i) the amount by which the three-year GRA rate being offered on the
date of withdrawal exceeds the GRA rate from which the withdrawal
is made, times
(ii) the years and/or fraction of a year until maturity, times
(iii) the amount withdrawn from the GRA.
We will make this calculation based on GRA rates without regard to deductions
for the applicable Program expense charge. If the three-year GRA is not being
offered at the time of withdrawal, the adjustment will be based on then current
rates on U.S. Treasury notes or for a comparable option under the Program.
We will never reduce your original contributions by this adjustment. We make no
adjustment if the current three-year GRA rate is equal to or less than the rate
for the GRA from which we make the qualified withdrawal. We calculate a separate
adjustment for each GRA. If the interest accumulated in one GRA is insufficient
to recover the amount calculated under the formula, we may deduct the excess as
necessary from interest accumulated in other GRAs of the same duration.
Example: You contribute $1,000 to a three-year GRA on January 1 with a rate of
4%. Two years later you make a qualified withdrawal. Your GRA balance is $1,082.
The current GRA rate is 6%; (i) 6%-4%=2%, (ii) 2% X 1 year=2%, (iii) 2% X
$1,082=$21.64. The withdrawal proceeds would be $1,082-$21.64=$1,060.36.
MATURING GRAS. Your confirmation notice lists the maturity date for each GRA you
hold.
You may arrange in advance for the reinvestment of your maturing GRAs by using
AIMS or accessing the Website on the Internet. (GRA maturity allocation change
requests received on a business day before 4:00 P.M. Eastern Time are effective
four days after we receive them. GRA maturity allocation change requests
received after 4:00 P.M. Eastern Time or on a non-business day are effective
four days after the next business day after we receive them.)
o The instructions you give us remain in effect until you change them (again,
your GRA maturity allocation change request will be processed as described
above).
o You may have different instructions for your GRAs attributable to employer
contributions than for your GRAs attributable to employee contributions.
o If you have never provided GRA maturity instructions, your maturing GRAs will
be allocated to the Money Market Guarantee Account.
TYPES OF BENEFITS
Under the Plans, you may select one or more of the following forms of
distribution once you are eligible to receive benefits. If your employer has
adopted an individually designed plan or a self-directed prototype profit
sharing plan that does not offer annuity benefits, not all of these distribution
forms may be available to you. We suggest you ask your employer what types of
benefits are available under your plan.
QUALIFIED JOINT AND SURVIVOR ANNUITY. An annuity providing equal monthly
payments for your life and, after your death, for your surviv-
4
ing spouse's life. No payments will be made after you and your spouse die, even
if you have received only one payment prior to the last death. In some plans,
the law requires that if the value of your vested benefits exceeds $5,000, you
must receive a Qualified Joint and Survivor Annuity unless your spouse consents
in writing to a contrary election. Please see "Spousal consent requirements"
below.
LUMP SUM PAYMENT. A single payment of all or part of your vested benefits. If
you take a partial payment of your balance, it must be at least $1,000. If you
have more than one GRA, amounts held in your most recent GRA will first be used
to make payment. If you terminated employment and your vested account balance is
less than $1,000, you will receive a lump sum payment of the entire vested
amount unless alternate instructions are provided in a reasonable period after
receiving your Election of Benefits Package.
PERIODIC INSTALLMENTS. Monthly, quarterly, semi-annual or annual payments over a
period of at least three years, where the initial payment on a monthly basis is
at least $300. You can choose either a time-certain payout, which provides
variable payments over a specified period of time, or a dollar-certain payout,
which provides level payments over a variable period of time. During the
installment period, your remaining account balance will be invested in whatever
investment options you designate; each payment will be drawn pro rata from all
the investment options you have selected. If you have more than one GRA, amounts
held in your most recently purchased three-year or five-year GRA will first be
used to make installment payments. If you die before receiving all the
installments, we will make the remaining payments to your beneficiary, subject
to IRS minimum distribution rules and beneficiary election.
LIFE ANNUITY. An annuity providing monthly payments for your life. No payments
will be made after your death, even if you have received only one payment prior
to your death.
LIFE ANNUITY--PERIOD CERTAIN. An annuity providing monthly payments for your
life or, if longer, a specified period of time. If you die before the end of
that specified period, payments will continue to your beneficiary until the end
of the period. Subject to legal limitations, you may specify a minimum payment
period of 5, 10, 15 or 20 years. The longer the specified period, the smaller
the monthly payments will be.
JOINT AND SURVIVOR ANNUITY. An annuity providing monthly payments for your life
and that of your beneficiary. You may specify the percentage of the original
annuity payment to be made to your beneficiary. Subject to legal limitations,
that percentage may be 100%, 75%, 50%, or any other percentage you specify.
JOINT AND SURVIVOR ANNUITY--PERIOD CERTAIN. An annuity providing monthly
payments for your life and that of your beneficiary or, if longer, a specified
period of time. If you and your beneficiary both die before the end of the
specified period, payments will continue to your contingent beneficiary until
the end of the period. Subject to legal limitations, you may specify a minimum
payment period of 5, 10, 15 or 20 years and the percentage of the annuity
payment to be made to your beneficiary (as noted above under Joint and Survivor
Annuity). The longer the specified period, the smaller your monthly payments
will be.
CASH REFUND ANNUITY. An annuity providing equal monthly payments for your life
with a guarantee that the sum of those payments will be at least equal to the
portion of your vested benefits used to purchase the annuity. If upon your death
the sum of the monthly payments to you is less than that amount, your
beneficiary will receive a lump sum payment of the remaining guaranteed amount.
FIXED AND VARIABLE ANNUITY CHOICES
Under a Qualified Joint and Survivor Annuity or a Cash Refund Annuity, the
amount of the monthly payments is fixed at retirement and remains level
throughout the distribution period. Under the Life Annuity, Life Annuity--Period
Certain, Joint and Survivor Annuity and Joint and Survivor Annuity--Period
Certain, you may select either fixed or variable payments. All forms of variable
annuity benefits under the Program will be provided by us. The payments under
variable annuity options reflect the investment performance of the Growth Equity
Fund. If you are interested in a variable annuity, when you are ready to select
your benefit please ask our Account Executives for our variable annuity
prospectus supplement.
Fixed annuities will be issued by insurance companies selected by the ADA
Trustees from time to time. We do not currently offer fixed annuities under the
Program. Upon your request, the companies selected by the Trustees will provide
annuity benefit information. We have no further responsibility for the amount
used to purchase a fixed annuity once it has been sent to the insurance company
you select. The cost of a fixed annuity is determined by each issuing insurance
company. Your Account Executive has more details regarding the insurance
companies currently providing annuity benefits under the Program.
SPOUSAL CONSENT REQUIREMENTS
Under the Plans, you may designate a non-spouse beneficiary any time after the
earlier of: (1) the first day of the plan year in which you attain age 35, or
(2) the date on which you separate from service with your employer. If you
designate a beneficiary other than your spouse prior to your reaching age 35,
your spouse must consent to the designation and, upon your reaching age 35, must
again give his or her consent or the designation will lapse. In some plans, in
order for you to make a withdrawal or elect a form of benefit other than a
Qualified Joint and Survivor Annuity or designate a non-spouse beneficiary, your
spouse must consent to your election in writing within the 90 day period before
your annuity starting date. In addition if you want to designate a non-spouse
beneficiary, to consent, your spouse must sign on the appropriate line on your
election of benefits or beneficiary designation form. Your spouse's signature
must be witnessed by a notary public or plan representative.
If you change your mind, you may revoke your election and elect a Qualified
Joint and Survivor Annuity or designate your spouse as beneficiary, simply by
filing the appropriate form. Your spouse's consent is not required for this
revocation.
It is also possible for your spouse to sign a blanket consent form. By signing
this form, your spouse consents not just to a specific beneficiary or, with
respect to the waiver of the Qualified Joint and Survivor Annuity, the form of
distribution, but gives you the right to name any beneficiary, or if applicable,
form of distribution you want. Once you
5
file such a form, you may change your election whenever you want, even without
spousal consent. No spousal consent to a withdrawal or benefit in a form other
than a Qualified Joint and Survivor Annuity is required under certain plans that
do not offer life annuity benefits.
PROVISIONS OF THE PLANS
PLAN ELIGIBILITY REQUIREMENTS. Under the Plans, the employer specifies the
eligibility requirements for its plan in the Adoption Agreement. The employer
may exclude any employee who has not attained a specified age (not to exceed 21)
and completed a specified number of years (not to exceed two) in each of which
he completed 1,000 hours of service. No more than one year of eligible service
may be required for a 401(k) arrangement.
The employer may also exclude salaried dentists (those with no ownership
interest in the practice), employees of related employers, leased employees and
certain other types of employees at the employer's election, provided such
exclusion does not cause the plan to discriminate in favor of "highly
compensated" employees (defined below).
CONTRIBUTIONS TO QUALIFIED PLANS. We outline below the current Federal income
tax rules relating to contributions under qualified retirement plans. This
outline assumes that you are not a participant in any other qualified retirement
plan.
The employer deducts contributions to the plan in the year it makes them. As a
general rule, an employer must make contributions for any year by the due date
(including extensions) for filing its Federal income tax return for that year.
However, Department of Labor ("DOL") rules generally require that the employer
contribute participants' salary deferral contribution amounts, including
designated Roth contributions if applicable, (or any non-Roth post-tax employee
contribution amounts) under a 401(k) plan as soon as practicable after the
payroll period applicable to a deferral. In any event, the employer must make
these contributions no later than the 15th business day of the month following
the month in which the employer withholds or receives participant contributions.
If the employer contributes more to the plan than it may deduct under the rules
we describe below, the employer (a) may be liable for a 10% penalty tax on that
nondeductible amount and (b) may risk disqualifying the plan.
CONTRIBUTIONS TO THE PLANS. The employer makes annual contributions to its plan
based on the plan's provisions.
An employer that adopts either of the Plans as a profit sharing plan makes
discretionary contributions as it determines annually. The aggregate employer
contribution to the plan may not exceed 25% of all participants' compensation
for the plan year. For plan purposes, compensation for self-employed persons
does not include deductible plan contributions on behalf of the self-employed
person.
A 401(k) arrangement is available as part of the profit sharing plan. Employees
may make pre-tax contributions to a plan under a 401(k) arrangement. The maximum
amount that highly compensated employees may contribute depends on (a) the
amount that non-highly compensated employees contribute and (b) the amount the
employer designates as a nonforfeitable 401(k) contribution. Different rules
apply to a SIMPLE 401(k) or safe harbor 401(k).
A designated Roth contribution feature which permits elective deferrals to be
made on a post-tax basis "Roth 401(k)" option may be added to a 401(k) plan by
an employer. These amounts can be withdrawn tax-free if it is considered a
qualified Roth distribution. A qualified Roth distribution is one that is made
at least five taxable years after the first designated Roth contribution is made
under the plan and after attainment of age 59-1/2, death or disability.
For 2007, a "highly compensated" employee, for this purpose, is (a) an owner of
more than 5% of the practice, or (b) anyone with earnings of more than $100,000
from the practice. For (b), the employer may elect to include only employees in
the highest paid 20%. In any event, the maximum amount each employee may defer
is limited to $15,500 for 2007, reduced by that employee's salary reduction
contributions to simplified employee pension plans established before 1997
(SARSEPs), SIMPLE plans, employee contributions to tax deferred Section 403(b)
arrangements, and contributions deductible by the employee under a trust
described under Section 501(c)(18) of the Internal Revenue Code. The maximum
amount a participant may defer in a SIMPLE 401(k) plan for 2007 is $10,500.
The additional "catch-up" elective deferral for 2007 is up to $5,000 and can be
made by any employees who are at least age 50 at any time during 2007. For a
SIMPLE 401(k), the "catch-up" elective deferral is $2,500 for 2007.
Matching contributions to a 401(k) plan on behalf of a self-employed individual
are no longer treated as elective deferrals, and are the same as matching
contributions for other employees.
Employers may adopt a safe harbor 401(k) arrangement. Under this arrangement, an
employer agrees to offer a matching contribution equal to (a) 100% of salary
deferral contributions, both pre-tax and Roth, up to 3% of compensation and (b)
50% of salary deferral contributions, both pre-tax and Roth that exceed 3% but
are less than 5% of compensation or a 3% non-elective contribution to all
eligible employees. These contributions must be non-forfeitable. If the employer
makes these contributions and meets the notice requirements for safe harbor
401(k) plans, the plan is not subject to non-discrimination testing on salary
deferral and matching or non-elective contributions described above.
If the employer adopts the Master Plan as a defined contribution pension plan,
its contribution is equal to the percentage of each participant's compensation
that the Adoption Agreement specifies.
Under any type of plan, an employer must disregard compensation in excess of
$225,000 in 2007 in making contributions. This amount will be adjusted for
cost-of-living changes in future years in $5,000 increments rounded to the next
lowest multiple of $5,000. An employer may integrate contributions with Social
Security. This means that contributions, for each participant's compensation,
that exceed the integration level may be greater than contributions for
compensation below the integration level. The Federal tax law imposes limits on
this excess. Your Account Executive can help you determine the legally
permissible contribution.
Except in the case of certain non-top heavy plans, contributions for non-key
employees must be at least 3% of compensation (or, under the profit sharing
plan, the percentage the employer contributes for
6
key employees, if less than 3%). In 2007, "key employee" means (a) an officer of
the practice with earnings of more than $145,000 or (b) an owner of more than 5%
of the practice, or (c) an owner of more than 1% of the practice with earnings
of more than $150,000. For purposes of (a), no more than 50 employees (or, if
less, the greater of three or 10% of the employees) shall be treated as
officers.
Certain plans may also permit participants to make non-Roth post-tax
contributions. We will maintain a separate account to reflect each participant's
post-tax contributions and the earnings (or losses) on those contributions.
Post-tax contributions are subject to complex rules under which the maximum
amount that a highly compensated employee may contribute depends on the amount
that non-highly compensated employees contribute. Before permitting any
highly-compensated employee to make post-tax contributions, the employer should
verify that it has passed all non-discrimination tests. If an employer employs
only "highly compensated" employees (as defined above), the plan will not accept
post-tax contributions. In addition, the employer may make matching
contributions to certain plans, i.e., contributions based on the amount of
post-tax or pre-tax 401(k) contributions that plan participants make. Special
non-discrimination rules apply to matching contributions. These rules may limit
the amount of matching contributions that an employer may make for highly
compensated employees. These non-discrimination rules for matching contributions
generally do not apply to SIMPLE and safe harbor 401(k) plans.
Contributions (including forfeiture amounts) for each participant in 2007 may
not exceed the lesser of (a) $45,000 or (b) 100% of the participant's earnings
(excluding, in the case of self-employed persons, all deductible plan
contributions). The participant's post-tax contributions count toward this
limitation.
Each participant's account balance equals the sum of the amounts accumulated in
each investment option. We will maintain separate records of each participant's
interest in each of the investment options attributable to employer
contributions, 401(k) non-elective contributions, 401(k) elective contributions,
post-tax employee contributions, SIMPLE employer, safe harbor non-elective, safe
harbor matching and employer matching contributions. We will also account
separately for any amounts rolled over or transferred from an IRA or eligible
employer plan. Our records will also reflect each participant's percentage of
vesting (see below) in his account balance attributable to employer
contributions and employer matching contributions.
The participant will receive confirmation of transactions (including the
deduction of record maintenance and report fees). The participant will also
receive an annual statement showing the participant's account balance in each
investment option attributable to each type of contribution. Based on
information that you supply, we will run the required special non-discrimination
tests (Actual Deferral Percentage and Actual Contribution Percentage) applicable
to (a) 401(k) plans (other than SIMPLE 401(k) and safe harbor 401(k)) and (b)
plans that accept post-tax employee contributions or employer matching
contributions.
Non-discrimination tests do not apply to SIMPLE 401(k) plans, if the employer
makes (a) a matching contribution equal to 100% of the amount of the elective
deferral contribution, whether pre-tax or Roth, up to 3% of compensation, or (b)
a 2% non-elective contribution to all eligible employees. The employer must also
follow the notification and filing requirements outlined in the Plans to avoid
non-discrimination tests.
Under a SIMPLE 401(k) the employer must offer all eligible employees the
opportunity to defer part of their salary into the plan and make either a
matching or non-elective contribution. The matching contribution must be 100% of
the elective deferral contribution, whether pre-tax or Roth, up to 3% of
compensation. The non-elective contribution is 2% of compensation, which the
employer must make for all eligible employees, even those not deferring. The
matching or non-elective contribution must be non-forfeitable. The employer must
notify employees which contribution the employer will make 60 days before the
beginning of the year.
Elective deferrals to a 401(k) plan are subject to applicable FICA (social
security), Medicare and FUTA (unemployment) taxes. They may also be subject to
state income taxes.
ALLOCATION OF CONTRIBUTIONS. You, as employer or participant, may allocate
contributions among any number of the investment options. You may change
allocation instructions at any time, and as often as needed, by calling our
Account Investment Management System ("AIMS") or accessing the Website on the
Internet. New instructions become effective on the business day we receive them.
Employer contributions may be allocated in different percentages than employee
contributions. The allocation percentages elected for employer contributions
automatically apply to any 401(k) qualified non-elective contributions,
qualified matching contributions, employer matching contributions, SIMPLE
employer, safe harbor non-elective and safe harbor matching contributions and
rollover contributions. Your allocation percentages for employee contributions
automatically apply to any post-tax employee, and salary deferral contributions
(including pre-tax salary deferral and Roth contributions (post-tax salary
deferral). If we have not received valid instructions, we will allocate
contributions to the Money Market Guarantee Account. You may, of course,
transfer to another investment option at any time.
The Plan will be amended effective January 1, 2007 to provide that if you do not
submit investment instructions, you will be treated as exercising actual control
over your assets and the Plan's fiduciary will not be subject to fiduciary
liability under ERISA if the Plan's fiduciary makes investments in default
investment options in accordance with rules provided by the DOL. The Pension
Protection Act of 2006 instructs the DOL that the default investments must
include a mix of asset classes consistent with capital preservation, long term
capital appreciation or a blend of both. In order for this exemption to apply to
the Plan's fiduciary, the Plan must provide notice to participants of their
rights and obligations within a reasonable time before the beginning of each
plan year.
THE PLANS AND SECTION 404(C) OF ERISA. The Plans are participant directed
individual account plan designed to comply with the requirements of Section
404(c) of ERISA. Section 404(c) of ERISA, and the related Department of Labor
(DOL) regulation, provide that if a participant or beneficiary exercises control
over the assets in his or her plan account, plan fiduciaries will not be liable
for any loss that is the direct
7
and necessary result of the participant's or beneficiary's exercise of control.
This means that if the employer plan complies with Section 404(c), participants
can make and are responsible for the results of their own investment decisions.
Plans intending to comply with Section 404(c) must, among other things, (a) make
a broad range of investment choices available to participants and beneficiaries
and (b) provide them with adequate information to make informed investment
decisions. The Investment Options and documentation available under the ADA
Program provide the broad range of investment choices and information needed in
order to meet the requirements of Section 404(c). However, while our suggested
summary plan descriptions, annual reports, prospectuses, and confirmation
notices provide the required investment information, the employer is responsible
for distributing this information in a timely manner to participants and
beneficiaries. You should read this information carefully before making your
investment decisions.
VESTING. Vesting refers to the participant's rights with respect to that portion
of a participant's Account Balance attributable to employer contributions under
the Plans. If a participant is "vested," the amount or benefit in which the
participant is vested belongs to the participant, and may not be forfeited. The
participant's Account Balance attributable to (a) 401(k) contributions
(including salary deferral, qualified non-elective and qualified matching
contributions), (b) post-tax employee contributions and (c) rollover
contributions always belong to the participant, and is nonforfeitable at all
times.
A participant becomes fully vested in all benefits if still employed at death,
disability, attainment of normal retirement age or upon termination of the plan.
If the participant terminates employment before that time, any benefits that
have not yet vested under the plan's vesting schedule are forfeited. The normal
retirement age is 65 under the Plans unless the employer elects a lower age on
its Adoption Agreement.
Benefits must vest in accordance with any of the schedules below or one at least
as favorable to participants:
--------------------------------------------------------------------------------
Schedule A Schedule B Schedule C Schedule E
--------------------------------------------------------
Years of Vested Vested Vested Vested
Service Percentage Percentage Percentage Percentage
--------------------------------------------------------------------------------
1 0% 0% 0% 100%
2 100 20 0 100
3 100 40 100 100
4 100 60 100 100
5 100 80 100 100
6 100 100 100 100
--------------------------------------------------------------------------------
If the plan requires more than one year of service for participation in the
plan, the plan must use Schedule E.
All contributions to a SIMPLE 401(k) plan are 100% vested and not subject to the
vesting schedule above. This rule, however, does not apply to employer and
matching contributions made to a plan before the plan is amended to become a
SIMPLE 401(k) plan. Non-elective and matching contributions required under a
safe harbor 401(k) arrangement are 100% vested and not subject to the vesting
schedule above.
Employer contributions are required to vest at least as quickly as under a
3-year cliff or a 6-year "graded vesting" schedule. The 6-year schedule requires
20% vesting after 2 years of service increasing 20% per year thereafter.
INVESTMENT RESTRICTIONS APPLICABLE TO THE GROWTH EQUITY FUND
The Growth Equity Fund will not:
o trade in foreign exchanges (except transactions incidental to the settlement
of purchases or sales of securities);
o make an investment in order to exercise control or management over a company;
o underwrite the securities of other companies, including purchasing securities
that are restricted under the 1933 Act or rules or regulations thereunder
(restricted securities cannot be sold publicly until they are registered
under the 1933 Act);
o make short sales, except when the Fund has, by reason of ownership of other
securities, the right to obtain securities of equivalent kind and amount that
will be held so long as they are in a short position;
o trade in commodities or commodity contracts; purchase or write puts and calls
(options);
o purchase real estate or mortgages, except as stated below. The Fund may buy
shares of real estate investment trusts listed on stock exchanges.
o have more than 5% of its assets invested in the securities of any one
registered investment company. The Fund may not own more than 3% of an
investment company's outstanding voting securities. Finally, total holdings
of investment company securities may not exceed 10% of the value of the
Fund's assets;
o purchase any security on margin or borrow money except for short-term credits
necessary for clearance of securities transactions;
o make loans, except loans through the purchase of debt obligations or through
entry into repurchase agreements;
o invest more than 10% of its total assets in real estate investments, or
portfolio securities not readily marketable; or
o make an investment in an industry if that investment would make the Fund's
holding in that industry exceed 25% of its assets. The United States
government, and its agencies and instrumentalities, are not considered
members of any industry.
PORTFOLIO HOLDINGS POLICY FOR THE POOLED SEPARATE ACCOUNT
It is the policy of the Pooled Separate Account (the "Separate Account") to
safeguard against misuse of its portfolio holdings information and to prevent
the selective disclosure of such information. The Separate Account will publicly
disclose its holdings in accordance with regulatory requirements, such as
periodic portfolio disclosure in filings with the SEC. The portfolio holdings
information for the Separate Account including, among other things, the top ten
holdings and com-
8
plete portfolio holdings, is available on a monthly basis and generally can be
obtained by contract holders/participants or their consultants, free of charge,
15 days after the month end by calling 1-866-642-3127. AXA Equitable has
established this procedure to provide prompt portfolio holdings information so
that contractholders and their consultants can perform effective oversight of
plan investments.
On a case-by-case basis, AXA Equitable may approve the disclosure of non-public
portfolio holdings and trading information to particular individuals or entities
in appropriate circumstances. In all cases, the approval of release of
non-public portfolio holdings or trading information will be conditioned on the
obligation of the recipient to maintain the confidentiality of the information
including an obligation not to trade on non-public information. Neither AXA
Equitable nor its investment adviser, AllianceBernstein L.P., discloses
non-public portfolio holdings or portfolio trade information of any Separate
Account to the media.
In addition, with the approval of our investment officers, non-public portfolio
holdings information may be provided as part of the legitimate business
activities of each Separate Account to the following service providers and other
organizations: auditors; the custodian; the accounting service provider, the
administrator; the transfer agent; counsel to the Separate Accounts; regulatory
authorities; pricing services; and financial printers. The entities to whom we
or the investment advisor voluntarily provide holdings information, either by
explicit agreement or by virtue of their respective duties to each Separate
Account, are required to maintain the confidentiality of the information
disclosed, including an obligation not to trade on non-public information. As of
the date of this SAI, we have ongoing arrangements to provide non-public
portfolio holdings information to the following service providers: JPMorgan
Chase, State Street-Kansas City, PricewaterhouseCoopers LLP, Capital Printing
Systems, Inc., and RR Donnelley. Each of these arrangements provides for ongoing
disclosure of current portfolio holdings information so that the entity can
provide services to the Separate Accounts. These service providers do not
provide any compensation to AXA Equitable, the Separate Accounts or any
affiliates in return for the disclosure of non-public portfolio holdings
information.
Until particular portfolio holdings information has been released in regulatory
filings or is otherwise available to contract holders and/or participants, and
except with regard to the third parties described above, no such information may
be provided to any party without the approval of our investment officers or the
execution by such third party of an agreement containing appropriate
confidentiality language which has been approved by our Legal Department. Our
investment officers will monitor and review any potential conflicts of interest
between the contract holders/participants and AXA Equitable and its affiliates
that may arise from potential release of non-public portfolio holdings
information. We will not release portfolio holdings information unless it is
determined that the disclosure is in the best interest of its contract
holders/participants and there is a legitimate business purpose for such
disclosure. No compensation is received by AXA Equitable or its affiliates or
any other person in connection with the disclosure of portfolio holdings
information.
GROWTH EQUITY FUND TRANSACTIONS
The Growth Equity Fund is charged for securities brokers' commissions, transfer
taxes and other fees relating to securities transactions. Transactions in equity
securities for a Fund are executed primarily through brokers that receive a
commission paid by the Fund. The brokers are selected by AllianceBernstein L.P.
("AllianceBernstein") and AXA Equitable. For 2006, 2005 and 2004, the Growth
Equity Fund paid $739,493, $699,416, and $1,126,910, respectively, in brokerage
commissions.
We and AllianceBernstein seek to obtain the best price and execution of all
orders placed for the portfolios of the funds, considering all the
circumstances. If transactions are executed in the over-the-counter market, we
and AllianceBernstein deal with the principal market makers, unless more
favorable prices or better execution is otherwise obtainable. On occasion, we
and AllianceBernstein may execute portfolio transactions for the Funds as part
of concurrent authorizations to purchase or sell the same security for certain
other accounts or clients that we or AllianceBernstein advise. These concurrent
authorizations potentially can be either advantageous or disadvantageous to the
Funds. When the concurrent authorizations occur, our objective is to allocate
the executions among the Funds and the other accounts in a fair manner.
Recently, the increasing number of low-cost automated order execution services
have contributed to lower commission rates. These services, often referred to as
"low touch" trading, take advantage of the electronic connectivity of market
centers, eliminating the need for human intervention and thereby lowering the
cost of execution. These services include: 1) direct market access (DMA)
options, in which orders are placed directly with market centers, such as NASDAQ
or Archipelago; 2) aggregators, which allow access to multiple markets
simultaneously; and 3) algorithmic trading platforms, which use complex
mathematical models to optimize trade routing and timing.
We also consider the amount and quality of securities research services provided
by a broker. Typical research services include general economic information and
analyses and specific information on and analyses of companies, industries and
markets. The factors we use to evaluate research services include the diversity
of sources used by the broker, and the broker's experience, analytical ability,
and professional stature. Our receipt of research services from brokers tends to
reduce our expenses in managing the Funds. We take this expense reduction into
account when setting the expense charges.
Brokers who provide research services may charge somewhat higher commissions
than those who do not. However, we only select brokers whose commissions we
believe are reasonable in all the circumstances. Of the brokerage commissions
paid by the Growth Equity Fund during 2006, $725,854 was paid to brokers
providing research services on transactions of $844,801,931.
We periodically evaluate the services provided by brokers and prepare internal
proposals for allocating among those various brokers business for all the
accounts that we manage or advise. That evaluation involves consideration of the
overall capacity of the broker to execute transactions, its financial condition,
its past performance and the value of research services provided by the broker
in servicing the various
9
accounts advised or managed by us. We have no binding agreements with any firm
as to the amount of brokerage business which the firm may expect to receive for
research services or otherwise. There may, however, be understandings with
certain firms that we will continue to receive services from such firms only if
such firms are allocated a certain amount of brokerage business. We may try to
allocate such amounts of business to such firms to the extent possible in
accordance with the policies described above.
We may use the research information we obtain in servicing all accounts under
our management, including our general account. Similarly, not all research
provided by a broker or dealer with which the Fund transacts business
necessarily will be used in connection with the Fund.
When making securities transactions for the Fund that do not involve paying a
brokerage commission (such as the purchase of short-term debt securities), we
seek to obtain prompt execution in an effective manner at the best price.
Subject to this general objective, we may give orders to dealers or underwriters
who provide investment research, but the Fund will not pay a higher price. The
fact that we may benefit from such research is not considered in setting the
expense charges.
In addition to using brokers and dealers to execute portfolio securities
transactions for accounts we manage, we may enter into other types of business
transactions with brokers or dealers. These other transactions will be unrelated
to allocation of the Funds' portfolio transactions.
INVESTMENT MANAGEMENT FEE
The table below shows the amount we received in investment management fees under
the Program during each of the last three years. See "Charges and expenses" in
the prospectus.
--------------------------------------------------------------------------------
2006 2005 2004
--------------------------------------------------------------------------------
Growth Equity Fund $628,229 $642,968 $620,970
--------------------------------------------------------------------------------
10
PORTFOLIO MANAGER(S) INFORMATION (GROWTH EQUITY FUND)
The table and discussion below provide information with respect to the portfolio
manager who is primarily responsible for the day-to-day management of the Fund.
[Enlarge/Download Table]
---------------------------------------------------------------------------------------------------------------
Growth Equity Fund, Separate Account No. 4 ("Fund")
AllianceBernstein L.P. ("Adviser")
Information as of December 31, 2005
---------------------------------------------------------------------------------------------------------------
(a)(1) Portfolio manager(s) of the (a)(2) For each person identified in column (a)(1), the number of
Adviser named in the prospectus other accounts of the Adviser managed by the person within each
category below and the total assets in the accounts managed within
each category below
--------------------------------------------------------------------
Registered Invest- Other Pooled Other Accounts
ment Companies Investment Vehicles
--------------------------------------------------------------------
Number Total Number Total Number Total
of Assets of Assets of Assets
Accounts ($MM) Accounts ($MM) Accounts ($MM)
---------------------------------------------------------------------------------------------------------------
Alan Levi 2 $1,670 1 $6 12 $1,019
---------------------------------------------------------------------------------------------------------------
(a)(1) Portfolio manager(s) of the (a)(3) For each of the categories in column (a)(2), the number of
Adviser named in the prospectus accounts and the total assets in the accounts with respect the
advisory fee is based on the performance of the account
--------------------------------------------------------------------
Registered Invest- Other Pooled Other Accounts
ment Companies Investment Vehicles
--------------------------------------------------------------------
Number Total Number Total Number Total
of Assets of Assets of Assets
Accounts ($MM) Accounts ($MM) Accounts ($MM)
---------------------------------------------------------------------------------------------------------------
Alan Levi 2 $4,280 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Note: $ MM means millions
For a description of any material conflicts, please see "Investment professional
conflict of interest" later in the SAI.
For compensation information, please see "AllianceBernstein's compensation
program" later in the SAI.
Ownership of Securities of AXA's insurance products for which the Fund serves as
an investment option (Retirement Investment Account, Members Retirement Program
and American Dental Association):
[Enlarge/Download Table]
---------------------------------------------------------------------------------------------------------
$10,001- $50,001- $100,001- $500,001 - over
Portfolio Manager None $1-$10,000 $50,000 $100,000 $500,000 $1,000,000 $1,000,000
---------------------------------------------------------------------------------------------------------
Alan Levi X
---------------------------------------------------------------------------------------------------------
The management of and investment decisions for the Fund's portfolio are made by
AllianceBernstein's US Growth Team, which is responsible for management of all
of AllianceBernstein's US Growth accounts. The US Growth Team relies heavily on
the fundamental analysis and research of the AllianceBernstein's large internal
research staff. While all members of the team work jointly to determine the
investment strategy, including, security selection, Mr. Alan Levi, a member of
the AllianceBernstein's US Growth Team, is responsible for day-to-day management
of and has oversight and order placement responsibilities for the Fund's
portfolio.
Alan E. Levi Senior Vice President and Team Leader
Mr. Levi is the team leader of the US Disciplined Growth and US Growth teams. He
joined AllianceBernstein in 1973 as a research analyst and served as director of
US equity research from 1990-1995. Mr. Levi joined the US Disciplined Growth
team as a portfolio manager in 1995, served as co-team leader from 2002-2003 and
became the team leader in 2004. He became a US Growth portfolio manager in 1999
and became the team leader in 2002. Mr. Levi is a past director and treasurer of
the Bank and Financial Analysts Association and served as a director of the New
York Society of Security Analysts between 1992-1994. He received his BA from
Johns Hopkins and an MBA from the University of Chicago. Location: New York.
INVESTMENT PROFESSIONAL CONFLICTS OF INTEREST DISCLOSURE
As an investment adviser and fiduciary, AllianceBernstein owes its clients and
shareholders an undivided duty of loyalty. We recognize that conflicts of
interest are inherent in our business and accordingly have developed policies
and procedures (including oversight monitoring) reasonably designed to detect,
manage and mitigate the effects of actual or potential conflicts of interest in
the area of employee personal trading, managing multiple accounts for multiple
clients, including AllianceBernstein Mutual Funds, and allocating investment
opportunities. Investment professionals, including portfolio managers and
research analysts, are subject to the above-mentioned policies and oversight
monitoring to ensure that all clients are treated equitably. We place the
interests of our clients first and expect all of our employees to meet their
fiduciary duties.
EMPLOYEE PERSONAL TRADING
AllianceBernstein has adopted a Code of Business Conduct and Ethics that is
designed to detect and prevent conflicts of interest when investment
professionals and other personnel of AllianceBernstein own, buy or sell
securities which may be owned by, or bought or sold for, clients. Personal
securities transactions by an employee may raise a potential conflict of
interest when an employee owns or trades in a security that is owned or
considered for purchase or sale by a client, or recommended for purchase or sale
by an employee to a client. Subject to the reporting requirements and other
limitations of its Code of Business Conduct and Ethics, AllianceBernstein
permits its employees to engage in personal securities transactions, and also
allows them to acquire investments in the AllianceBernstein Mutual Funds through
direct purchase, 401(k)/profit sharing plan investment and/or notionally in
connection with deferred incentive compensation awards.
11
AllianceBernstein's Code of Ethics and Business Conduct requires disclosure of
all personal accounts and maintenance of brokerage accounts with designated
broker-dealers approved by AllianceBernstein. The Code also requires
preclearance of all securities transactions and imposes a one-year holding
period for securities purchased by employees to discourage short-term trading.
MANAGING MULTIPLE ACCOUNTS FOR MULTIPLE CLIENTS
AllianceBernstein has compliance policies and oversight monitoring in place to
address conflicts of interest relating to the management of multiple accounts
for multiple clients. Conflicts of interest may arise when an investment
professional has responsibilities for the investments of more than one account
because the investment professional may be unable to devote equal time and
attention to each account. The investment professional or investment
professional teams for each client may have responsibilities for managing all or
a portion of the investments of multiple accounts with a common investment
strategy, including other registered investment companies, unregistered
investment vehicles, such as hedge funds, pension plans, separate accounts,
collective trusts and charitable foundations. Among other things,
AllianceBernstein's policies and procedures provide for the prompt dissemination
to investment professionals of initial or changed investment recommendations by
analysts so that investment professionals are better able to develop investment
strategies for all accounts they manage. In addition, investment decisions by
investment professionals are reviewed for the purpose of maintaining uniformity
among similar accounts and ensuring that accounts are treated equitably. No
investment professional that manages client accounts carrying performance fees
is compensated directly or specifically for the performance of those accounts.
Investment professional compensation reflects a broad contribution in multiple
dimensions to long-term investment success for our clients and is not tied
specifically to the performance of any particular client's account, nor is it
directly tied to the level or change in the level of assets under management.
ALLOCATING INVESTMENT OPPORTUNITIES
AllianceBernstein has policies and procedures intended to address conflicts of
interest relating to the allocation of investment opportunities. These policies
and procedures are designed to ensure that information relevant to investment
decisions is disseminated promptly within its portfolio management teams and
investment opportunities are allocated equitably among different clients. The
investment professionals at AllianceBernstein routinely are required to select
and allocate investment opportunities among accounts. Portfolio holdings,
position sizes, and industry and sector exposures tend to be similar across
similar accounts, which minimizes the potential for conflicts of interest
relating to the allocation of investment opportunities. Nevertheless, investment
opportunities may be allocated differently among accounts due to the particular
characteristics of an account, such as size of the account, cash position, tax
status, risk tolerance and investment restrictions or for other reasons.
AllianceBernstein's procedures are also designed to prevent potential conflicts
of interest that may arise when AllianceBernstein has a particular financial
incentive, such as a performance-based management fee, relating to an account.
An investment professional may perceive that he or she has an incentive to
devote more time to developing and analyzing investment strategies and
opportunities or allocating securities preferentially to accounts for which
AllianceBernstein could share in investment gains.
To address these conflicts of interest, AllianceBernstein's policies and
procedures require, among other things, the prompt dissemination to investment
professionals of any initial or changed investment recommendations by analysts;
the aggregation of orders to facilitate best execution for all accounts; price
averaging for all aggregated orders; objective allocation for limited investment
opportunities (e.g., on a rotational basis) to ensure fair and equitable
allocation among accounts; and limitations on short sales of securities. These
procedures also require documentation and review of justifications for any
decisions to make investments only for select accounts or in a manner
disproportionate to the size of the account.
PORTFOLIO MANAGER COMPENSATION
AllianceBernstein's compensation program for investment professionals is
designed to be competitive and effective in order to attract and retain the
highest caliber employees. The compensation program for investment professionals
is designed to reflect their ability to generate long-term investment success
for our clients, including shareholders of the AllianceBernstein Mutual Funds.
Investment professionals do not receive any direct compensation based upon the
investment returns of any individual client account, nor is compensation tied
directly to the level or change in the level of assets under management.
Investment professionals' annual compensation is comprised of the following:
FIXED BASE SALARY
This is generally the smallest portion of compensation. The base salary is a
relatively low, fixed salary within a similar range for all investment
professionals. The base salary (is determined at the outset of employment based
on level of experience), does not change significantly from year to year, and
hence, is not particularly sensitive to performance.
DISCRETIONARY INCENTIVE COMPENSATION IN THE FORM OF AN ANNUAL CASH BONUS
AllianceBernstein's overall profitability determines the total amount of
incentive compensation available to investment professionals. This portion of
compensation is determined subjectively based on qualitative and quantitative
factors. In evaluating this component of an investment professional's
compensation, AllianceBernstein considers the contribution to his/her team or
discipline as it relates to that team's overall contribution to the long-term
investment success, business results and strategy of AllianceBernstein.
Quantitative factors considered include, among other things, relative investment
performance (e.g., by comparison to competitor or peer group funds or similar
styles of investments, and appropriate, broad-based or specific market indices),
and consistency of performance. There are no specific formulas used to determine
this part of an investment professional's compensation and the compensation is
not tied to any pre-determined or specified level of performance.
AllianceBernstein also considers qualitative factors such as the complexity and
risk of investment strat-
12
egies involved in the style or type of assets managed by the investment
professional; success of marketing/business development efforts and client
servicing; seniority/length of service with the firm; management and supervisory
responsibilities; and fulfillment of AllianceBernstein's leadership criteria.
DISCRETIONARY INCENTIVE COMPENSATION IN THE FORM OF AWARDS UNDER
ALLIANCEBERNSTEIN'S PARTNERS COMPENSATION PLAN ("DEFERRED AWARDS")
AllianceBernstein's overall profitability determines the total amount of
deferred awards available to investment professionals. The deferred awards are
allocated among investment professionals based on criteria similar to those used
to determine the annual cash bonus. There is no fixed formula for determining
these amounts. Deferred awards, for which there are various investment options,
vest over a four-year period and are generally forfeited if the employee resigns
or AllianceBernstein terminates his/her employment. Investment options under the
deferred awards plan include many of the same AllianceBernstein Mutual Funds
offered to mutual fund investors, thereby creating a close alignment between the
financial interests of the investment professionals and those of
AllianceBernstein's clients and mutual fund shareholders with respect to the
performance of those mutual funds. AllianceBernstein also permits deferred award
recipients to allocate up to 50% of their award to investments in
AllianceBernstein's publicly traded equity securities.*
CONTRIBUTIONS UNDER ALLIANCEBERNSTEIN'S PROFIT SHARING/401(K) PLAN
The contributions are based on AllianceBernstein's overall profitability. The
amount and allocation of the contributions are determined at the sole discretion
of AllianceBernstein.
DISTRIBUTION OF THE CONTRACTS
Employees of AXA Equitable perform all marketing and service functions under the
contract. AXA Equitable pays no sales commissions with respect to units of
interest in any of the Separate Accounts available under the contracts; however,
incentive compensation that ranges from 0.40% to 2% of first-year plan
contributions, plus $65 per plan sale is paid on a periodic basis to these AXA
Equitable employees. No contribution-based or asset-based incentive compensation
is awarded on existing plans in subsequent years. This compensation is not paid
out of plan or participant funds, and has no effect on plan fees, charges and
expenses.
CUSTODIAN AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
JPMorgan Chase Bank, N.A. is the custodian for the shares of the Trusts owned
by Separate Account No. 4. There is no custodian for the shares of the Trusts
owned by Separate Account Nos. 191, 200 and 206.
The financial statements of each Separate Account at December 31, 2006 and for
each of the two years in the period ended December 31, 2006, and the
consolidated financial statements of AXA Equitable at December 31, 2006 and 2005
and for each of the three years in the period ended December 31, 2006 are
included in this SAI in reliance on the reports of PricewaterhouseCoopers LLP,
an independent registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting.
The consolidated financial statements of AXA Equitable at December 31, 2005 and
for each of the two years in the period ended December 31, 2005 are also
included in this SAI in reliance on the reports of KPMG LLP, an independent
registered public accounting firm, on (i) the consolidated financial statements
of AllianceBernstein L.P. as of December 31, 2005 and for each of the years in
the two-year period ended December 31, 2005, and the December 31, 2005 financial
statement schedule, and (ii) the financial statements of AllianceBernstein
Holding L.P. (together "AllianceBernstein", formerly "Alliance") as of December
31, 2005 and for each of the years in the two-year period ended December 31,
2005. The reports are given on the authority of said firms as experts in
auditing and accounting.
KPMG LLP was AllianceBernstein's independent registered public accounting firm
as of December 31, 2005 and for each of the years in the two-year period ended
December 31, 2005. On March 8, 2006, KPMG LLP was terminated, and
PricewaterhouseCoopers LLP was appointed as AllianceBernstein's independent
registered public accounting firm, as disclosed on AXA Equitable's Report on
Form 8-K filed on March 13, 2006. AllianceBernstein Corporation, an indirect
wholly owned subsidiary of AXA Equitable, is the general partner of both
AllianceBernstein L.P. and AllianceBernstein Holding L.P.
PricewaterhouseCoopers LLP provides independent audit services and certain other
non-audit services to AXA Equitable as permitted by the applicable SEC
independence rules, and as disclosed in AXA Equitable's Form 10-K.
PricewaterhouseCoopers LLP's address is 300 Madison Avenue, New York, New York
10017.
----------------------
* Prior to 2002, investment professional compensation also included
discretionary long-term incentive in the form of restricted grants of
AllianceBernstein's Master Limited Partnership Units.
13
OUR MANAGEMENT
We are managed by a Board of Directors which is elected by our shareholder(s).
Our directors and certain of our executive officers and their principal
occupations are as follows. Unless otherwise indicated, the following persons
have been involved in the management of AXA Equitable and/or its affiliates in
various executive positions during the last five years.
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DIRECTORS
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Name and Principal Business Address Business Experience Within Past Five Years
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Henri de Castries Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since
AXA September 1993); Chairman of the Board of AXA Financial (since April 1998); Vice Chairman
25, Avenue Matignon (February 1996 to April 1998). Chairman of the Management Board (since May 2001) and Chief
75008 Paris, France Executive Officer of AXA (January 2000 to May 2002); Vice Chairman of AXA's Management Board
(January 2000 to May 2001). Director or officer of various subsidiaries and affiliates of the
AXA Group. Director of AllianceBernstein Corporation, the general partner of
AllianceBernstein Holding and AllianceBernstein. A former Director of Donaldson, Lufkin and
Jenrette ("DLJ") (July 1993 to November 2000).
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Denis Duverne Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since
AXA February 1998). Member of the AXA Management Board (since February 2003) and Chief Financial
25, Avenue Matignon Officer (since May 2003), prior thereto, Executive Vice President, Finance, Control and
75008 Paris, France Strategy, AXA (January 2000 to May 2003); prior thereto Senior Executive Vice President,
International (US-UK-Benelux) AXA (January 1997 to January 2000); Member of the AXA Executive
Committee (since January 2000); Director, AXA Financial (since November 2003),
AllianceBernstein (since February 1996) and various AXA affiliated companies. Former Director
of DLJ (February 1997 to November 2000).
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Mary (Nina) Henderson Director, MONY Life and MONY America (since July 2004); Founder of Henderson Advisory
Henderson Advisory Consulting Consulting (since January 2001); Retired Corporate Vice President, Core Business Development
425 East 86th St. of Bestfoods (June 1999 to December 2000). Prior thereto, President, Bestfoods Grocery
New York, NY 10028 (formerly CPC International, Inc.) and Vice President, Bestfoods (1997 to 2000). Director,
Del Monte Foods Co., PACTIV Corporation and Dutch Shell plc; Former Director, Hunt
Corporation (1992 to 2002); Director, AXA Financial and AXA Equitable (since December 1996).
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James F. Higgins Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since
Morgan Stanley December 2002). Senior Advisor, Morgan Stanley (since June 2000); Director/Trustee, Morgan
Harborside Financial Center Stanley Funds (since June 2000); Director, AXA Financial (since December 2002); President and
Plaza Two, Second Floor Chief Operating Officer -- Individual Investor Group, Morgan Stanley Dean Witter (June 1997
Jersey City, NJ 07311 to June 2000); President and Chief Operating Officer -- Dean Witter Securities, Dean Witter
Discover & Co. (1993 to May 1997); Director and Chairman of the Executive Committee,
Georgetown University Board of Regents; Director, The American Ireland Fund; Member; and a
member of The American Association of Sovereign Military Order of Malta.
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Scott D. Miller Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since
Six Sigma Academy September 2002). Chief Executive Officer, (since February 2005) of Six Sigma Academy. Prior
315 East Hopkins Street thereto, President (May 2004 to February 2005). Prior thereto, Vice Chairman (March 2003 to
Aspen, CO 81611 May 2004), Hyatt Hotels Corporation; President (January 2000 to March 2003); Director, AXA
Financial (since September 2002); NAVTEQ (since May 2004); Director, Interval International
(January 1998 to June 2003); Executive Vice President, Hyatt Development Corporation (1997 to
2000); Director, Schindler Holdings, Ltd. (January 2002 to 2006).
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Joseph H. Moglia Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since
Ameritrade Holding Corporation November 2002). Chief Executive Officer, Ameritrade Holding Corporation (since March 2001);
4211 South 102nd Street Director, AXA Financial (since November 2002); Senior Vice President, Merrill Lynch & Co.,
Omaha, NE 68127 Inc. (1984 to March 2001).
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Peter J. Tobin Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since
1 Briarwood Lane March 1999); Special Assistant to the President, St. John's University (September 2003 to
Denville, NJ 07834 June 2005); prior thereto, Dean, Peter J. Tobin College of Business, St. John's University
(August 1998 to September 2003). Director, AllianceBernstein Corporation (since May 2000);
The CIT Group, Inc. (May 1984 to June 2001, June 2002 to present), H. W. Wilson Company and
Junior Achievement of New York, Inc. and Member and Officer of Rock Valley Tool, LLC.
Director of AXA Financial (since March 1999) and Director, P.A. Consulting (since 1999).
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14
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DIRECTORS (CONTINUED)
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Name and Principal Business Address Business Experience Within Past Five Years
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Bruce W. Calvert Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since
78 Pine Street, 2nd Floor May 2001); Currently, Executive Advisor to the Chief Executive Officer of
New Canaan, CT 06840 AllianceBernstein Corporation; Director (October 1992 to December 2004), Chairman of the
Board (May 2001 to December 2004) and Chief Executive Officer (January 1999 to June
2003), AllianceBernstein Corporation; Vice Chairman (May 1993 to April 2001) and Chief
Investment Officer (May 1993 to January 1999), AllianceBernstein Corporation; Director,
AXA Financial (since May 2001); Former Vice Chairman of the Board of Trustees of Colgate
University; Former Trustee of the Mike Wolk Heart Foundation; Member of the Investment
Committee of The New York Community Trust.
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Charlynn Goins Director of AXA Financial, Inc., AXA Equitable, MONY Life and MONY America (since
New York City Health and Hospitals September 2006). Chairperson of New York City Health and Hospitals Corporation (since
Corporation June 2004). Prior thereto, Independent Trustee of the Mainstay Funds, c/o New York Life
125 Worth Street, Suite 519 Insurance Company's family of mutual funds (March 2001 to July 2006). Member of the
New York, NY 10013 Distribution Committee of The New York Community Trust (since 2002); Member of the Board
of Trustees of the Brooklyn Museum (since 2002); Member of the Council on Foreign
Relations (since 1991).
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Anthony J. Hamilton Director of AXA Financial, Inc. (since December 1995). Director of AXA Equitable, MONY
AXA UK plc Life and MONY America (since May 2006). Chairman of AXA UK plc (since 1997). Prior
5 Old Broad Street thereto, Chief Executive Officer (1978 to October 2002) and Director (April 1978 to
London, England EC2N 1AD January 2005) of Fox-Pitt, Kelton Group Limited. Currently, Chairman of the Investment
Committee and Chairman of the Remuneration and Nomination Committee of AXA UK plc;
Member of the Supervisory Board of AXA (since 1997); Director of Swiss Re Capital
Markets Limited (since 2001); Director of Binley Limited (since 1994); Director of TAWA
UK Limited since (2004); Member of the Board of Governors of Club de Golf Valderrama
(since June 2006).
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Lorie A. Slutsky Director of AXA Financial, Inc., AXA Equitable, MONY Life and MONY America (since
The New York Community Trust September 2006). President of The New York Community Trust (since 1990). Prior thereto,
909 Third Avenue Executive Vice President of The New York Community Trust (1987 to 1990). Director of
New York, NY 10022 AllianceBernstein Corporation (since July 2002); Director (since 1997) and Chairman of
the Board (since April 2004) of BoardSource; Co-Chairperson of Panel on the Nonprofit
Sector (since May 2005); Trustee of The New School University (since 1999); Chairman of
the Board of Governors of the Milano School of Management & Urban Policy (The New
School) (since September 2003).
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Ezra Suleiman Director of AXA Financial, Inc., AXA Equitable, MONY Life and MONY America (since May
Princeton University 2006). Concurrently: Professor of Politics, IBM Professor of International Studies -
Corwin Hall Director, Program in European Studies (since September 1979) and Professor of Politics
Princeton, NJ 08544 (since September 1979) of Princeton University. Member of AXA's Supervisory Board (since
April 2003); Currently, Member of AXA's Selection, Governance and Human Resources
Committee and Audit Committee; Associate Professor of Institut d'Etudes Politiques
(Paris); Member of the Management Committee of Institut Montaigne; Member of the
Executive Committee of Centre Americain Institut, Institut d'Etudes Politiques (Paris);
Member of the Editorial Board of Comparative Politics; Member of the Editorial Committee
of La Revue des Deux Mondes; Member of the Council on Foreign Relations (New York), HEC
International Advisory.
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OFFICERS -- DIRECTORS
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Name and Principal Business Address Business Experience Within Past Five Years
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Christopher M. Condron Director, Chairman of the Board, President (July 2004 to September 2005, February 2006
to present) and Chief Executive Officer, MONY Life and MONY America (since July 2004);
Chairman of the Board, President (July 2004 to September 2005) and Chief Executive
Officer, MONY Holdings, LLC (since July 2004); Director, Chairman of the Board,
President (May 2002 to September 2005, February 2006 to present) and Chief Executive
Officer, AXA Equitable (since May 2001); Director, President and Chief Executive
Officer, AXA Financial (since May 2001); Chairman of the Board, President (May 2001 to
September 2005, February 2006 to present) and Chief Executive Officer (AXA Financial
Services, LLC (since May 2001); Member of AXA's Management Board (since May 2001);
Member of AXA's Executive Committee; Director (since May 2004) and President (since
September 2005), AXA America Holdings, Inc.; Director, AllianceBernstein Corporation
(since May 2001); Director, Chairman of the Board, President (June 2001 to September
2005, January 2006 to present) and Chief Executive Officer, AXA Life and Annuity Company
(since June 2001); Director and Chairman, U.S. Financial Life Insurance Company (since
December 2006); Member of the Board, American Council of Life Insurers (since January
2007); Director, KBW, Inc. (since January 2007); Director, The Advest Group, Inc. (July
2004 to December 2005); Director and Treasurer, The American Ireland Fund (since 1999);
Board of Trustees of The University of Scranton (1995 to 2002); Former Member of the
Investment Company Institute's Board of Governors (October 2001 to 2005); prior thereto,
October 1997 to October 2000) and Executive Committee (1998 to 2000); Former Trustee of
The University of Pittsburgh; Former Director, St. Sebastian Country Day School (1990 to
June 2005); Former Director, the Massachusetts Bankers Association; President and Chief
Operating Officer, Mellon Financial Corporation (1999 to 2001); Chairman and Chief
Executive Officer, Dreyfus Corporation (1995 to 2001).
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OTHER OFFICERS
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Name and Principal Business Address Business Experience Within the Past Five Years
-------------------------------------------------------------------------------------------------------------------------------
Leon B. Billis Executive Vice President and AXA Group Deputy Chief Information Officer, MONY Life and
MONY America (since July 2004); Executive Vice President (since February 1998) and AXA
Group Deputy Chief Information Officer (since February 2001); AXA Equitable and AXA
Financial Services, LLC (since September 1999). Director, President and Chief Executive
Officer, AXA Technology Services (since 2002); prior thereto, Chief Information Officer
(November 1994 to February 2001). Previously held other officerships with AXA Equitable.
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Jennifer Blevins Executive Vice President, MONY Life and MONY America (since July 2004); Executive Vice
President (since January 2002), AXA Equitable; Executive Vice President (since January
2002), AXA Financial Services, LLC; Director, MONY Assets Corp. (since June 2006);
Director, MONY Benefits Management Corp. (since July 2004); prior thereto, Senior Vice
President and Managing Director, Worldwide Human Resources, Chubb and Son, Inc. (1999 to
2001); Senior Vice President and Deputy Director of Worldwide Human Resources, Chubb and
Son, Inc. (1998 to 1999).
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Harvey Blitz Senior Vice President (since July 2004) MONY Life and MONY America; Senior Vice
President (September 1987 to present) AXA Equitable; Senior Vice President (since July
1992) AXA Financial, Inc.; Senior Vice President (since September 1999) AXA Financial
Services, LLC; Senior Vice President, AXA America Holdings, Inc. (since September 2005);
Senior Vice President (since December 1999) AXA Life and Annuity Company; Director
(since January 2006) and Chairman of the Board (June 2003 to March 2005) Frontier Trust
Company, FSB ("Frontier"); Director (since July 1999) AXA Advisors LLC; Senior Vice
President (since July 1999) and former Director (July 1999 until July 2004) AXA Network,
LLC (formerly EquiSource); Director and Officer of various AXA Equitable affiliates.
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OTHER OFFICERS (CONTINUED)
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Name and Principal Business Address Business Experience Within the Past Five Years
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Kevin R. Byrne Senior Vice President and Treasurer (July 2004 to present), and Chief Investment Officer
(September 2004 to present), MONY Financial Services, Inc., MONY Holdings, LLC., MONY
Life Insurance Company and MONY Life Insurance Company of America. Senior Vice President
(July 1997 to present), Treasurer (September 1993 to present) and Chief Investment
Officer (September 2004 to present), and prior thereto, Vice President (February 1989 to
July 1997), Deputy Treasurer (until September 1993), AXA Equitable. Senior Vice
President (September 1997 to present), Treasurer (September 1993 to present) and Chief
Investment Officer (September 2004 to present), and prior thereto, Vice President (May
1992 to September 1997) and Assistant Treasurer (May 1992 to September 1993), AXA
Financial, Inc. Senior Vice President and Treasurer (since September 1999) and Chief
Investment Officer (since September 2004), AXA Financial Services, LLC. Senior Vice
President (since September 2005), AXA America Holdings, Inc. Director (July 2004 to
December 2005), The Advest Group, Inc. and Boston Advisors, Inc. Director, Chairman of
the Board and President (July 2004 to December 2005), MONY Capital Management, Inc.
Director, Senior Vice President and Treasurer (since July 2004), MONY Benefits
Management Corp. Director and Chairman of the Board (July 2004 to May 2005), Matrix
Private Equities, Inc. and Matrix Capital Markets Group, Inc. Director, Treasurer (since
July 2004), and Senior Vice President (since December 2006); 1740 Advisers, Inc.
Director, Executive Vice President and Treasurer (since July 2004), MONY Asset
Management, Inc.; Director (since July 2004) and Chief Financial Officer (since April
2006), MONY Agricultural Investment Advisers, Inc. President and Treasurer (since
October 2004), MONY International Holdings, LLC. Director, President and Treasurer
(since November 2004), MONY Life Insurance Company of the Americas, Ltd. and MONY Bank &
Trust Company of the Americas, Ltd. Director and Deputy Treasurer (since December 2001),
AXA Technology Services. Senior Vice President, Chief Investment Officer (since
September 2004) and Treasurer (since December 1997), AXA Life & Annuity Company.
Treasurer, Frontier Trust Company, FSB (since June 2000); and AXA Network, LLC (since
December 1999). Director (since July 1998), Chairman (since August 2000), and Chief
Executive Officer (since September 1997), Equitable Casualty Insurance Company. Senior
Vice President and Treasurer, AXA Distribution Holding Corporation (since November
1999); and AXA Advisors, LLC (since December 2001). Director, Chairman, President and
Chief Executive Officer (August 1997 to June 2002), Equitable JV Holding Corporation.
Director (since July 1997), and Senior Vice President and Chief Financial Officer (since
April 1998), ACMC, Inc. Director, President and Chief Executive Officer (since December
2003), AXA Financial (Bermuda) Ltd. Director (since January 2005), Senior Vice President
and Chief Investment Officer (since February 2005), U.S. Financial Life Insurance
Company; Treasurer (November 2000 to December 2003), Paramount Planners, LLC. Vice
President and Treasurer (March 1997 to December 2002) EQ Advisors Trust. Director (July
1997 to May 2001) and President and CEO (August 1997 to May 2001), EQ Services, Inc.
Director, AXA Alternative Advisors, Inc. (formerly AXA Global Structured Products);
Director, Executive Vice President and Treasurer (July 2004 to February 2005), MONY
Realty Capital, Inc. and MONY Realty Partners, Inc.
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OTHER OFFICERS (CONTINUED)
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Name and Principal Business Address Business Experience Within the Past Five Years
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Richard Dziadzio Executive Vice President (since September 2004) and Chief Financial Officer (since
December 2006), AXA Equitable, prior thereto, Executive Vice President and Deputy Chief
Financial Officer (September 2005 to December 2006); Executive Vice President (since
July 2004) and Chief Financial Officer (since December 2006), MONY Life and MONY
America, prior thereto, Executive Vice President and Deputy Chief Financial Officer
(September 2005 to December 2006); Executive Vice President (since September 2005) and
Chief Financial Officer (since December 2006), AXA Financial, prior thereto, Executive
Vice President and Deputy Chief Financial Officer (September 2005 to December 2006);
Director (since January 2007), Executive Vice President (since September 2004) and Chief
Financial Officer (since December 2006), AXA Financial Services, LLC; Director (since
July 2004), AXA Advisors, LLC; Director and Executive Vice President (since December
2006), AXA America Holdings, Inc.; Executive Vice President and Chief Financial Officer
(since December 2006), AXA Life and Annuity Company; Executive Vice President and Chief
Financial Officer (since December 2006), AXA Distribution Holding Corporation; Director
(since July 2004), MONY Capital Management, Inc. and MONY Agricultural Investment
Advisers, Inc.; Director, Executive Vice President and Chief Financial Officer (since
December 2006), MONY Financial Services, Inc.; Executive Vice President and Chief
Financial Officer (since December 2006), MONY Holdings, LLC; Director (since July 2004),
1740 Advisers, Inc. and MONY Asset Management, Inc.; Director (since November 2004),
Frontier Trust Company, FSB; Director (since January 2005), MONY Financial Resources of
the Americas Limited. Formerly, Director (July 2004 to December 2005), The Advest Group,
Inc.; Director (July 2004 to February 2005), MONY Realty Capital, Inc. and MONY Realty
Partners, Inc.; Director (July 2004 to May 2005), Matrix Capital Markets Group, Inc. and
Matrix Private Equities, Inc. Business Support and Development (February 2001 to June
2004), GIE AXA; Head of Finance Administration (November 1998 to February 2001), AXA
Real Estate Investment Managers.
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Mary Beth Farrell Executive Vice President, MONY Life and MONY America (since July 2004); Executive Vice
President (since December 2001), AXA Equitable; prior thereto, Senior Vice President
(December 1999 to December 2001); Senior Vice President and Controller, GreenPoint
Financial/GreenPoint Bank (May 1994 to November 1999); Executive Vice President (since
December 2001), AXA Financial Services, LLC.
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Stuart L. Faust Senior Vice President and Deputy General Counsel, MONY Life and MONY America (since July
2004); Senior Vice President and Deputy General Counsel, MONY Holdings, LLC and MONY
Financial Services, Inc. (since July 2004); Senior Vice President (since September 1997)
and Deputy General Counsel (since November 1999), AXA Equitable; prior thereto, Senior
Vice President and Associate General Counsel (September 1997 to October 1999); Senior
Vice President and Deputy General Counsel (September 2001 to present), AXA Financial;
Senior Vice President (since September 1999) and Deputy General Counsel (since November
1999), AXA Financial Services, LLC. Senior Vice President and Deputy General Counsel,
AXA Life and Annuity Company. Senior Vice President, AXA Corporate Solutions Life
Reinsurance Company.
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Alvin H. Fenichel Senior Vice President and Controller, MONY Life and MONY America (since July 2004);
Senior Vice President and Controller, AXA Equitable, AXA Financial, AXA Financial
Services, LLC, MONY Holdings, LLC and MONY Financial Services, Inc. Senior Vice
President and Controller, AXA Life and Annuity Company (since December 1999). Previously
held other officerships with AXA Equitable and its affiliates.
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Paul J. Flora Senior Vice President and Auditor (since July 2004) of MONY Financial Services, Inc.,
MONY Holdings, LLC, MONY Life and MONY America. Senior Vice President (since March 1996)
and Auditor (since September 1994) AXA Equitable. Senior Vice President (since March
1996) and Auditor (since September 1994), AXA Financial, Inc.; prior thereto, Vice
President and Auditor (September 1984 to March 1996). Senior Vice President and Auditor
(since September 1999) AXA Financial Services, LLC.
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Barbara Goodstein Executive Vice President (since July 2005), MONY Life, MONY America and AXA Financial
Services, LLC. Executive Vice President (since July 2005), AXA Equitable. Director
(since November 2005), AXA Advisors, LLC. Senior Vice President (September 2001 to
January 2005), JP Morgan Chase; President and Chief Executive Officer (February 1998 to
August 2001), Instinet.com.
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OTHER OFFICERS (CONTINUED)
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Name and Principal Business Address Business Experience Within the Past Five Years
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James D. Goodwin Senior Vice President (July 2004 to present) of MONY Life and MONY America. Senior Vice
President (February 2001 to present) AXA Equitable. Senior Vice President (February 2001
to present) of AXA Financial Services, LLC; Senior Vice President (April 2002 to
present) of AXA Advisors, LLC; Vice President (July 2000 to present) of AXA Network,
LLC, AXA Network of Alabama, LLC, AXA Network of Connecticut, Maine and New York, LLC
and AXA Network Insurance Agency of Massachusetts, LLC; Vice President (July 2004 to
present) of MONY Brokerage, Inc., MBI Insurance Agency of Alabama, Inc., MBI Insurance
Agency of Massachusetts, Inc., MBI Insurance Agency of New Mexico, Inc., MBI Insurance
Agency of Ohio, Inc. and MBI Insurance Agency of Washington, Inc.
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Jeffrey Green Senior Vice President (since July 2004) of MONY Life and MONY America. Senior Vice
President (September 2002 to present) AXA Equitable. Senior Vice President (since
September 2002) of AXA Financial Services, LLC; Director, President and Chief Operating
Officer (since November 2002) AXA Network, LLC; Senior Vice President (since October
2002) AXA Advisors, LLC. Director, President and Chief Operating Officer (since July
2004), MONY Brokerage, Inc. and its subsidiaries. Senior Vice President, Product Manager
of Solomon Smith Barney (1996 to September 2002).
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Karen Field Hazin Vice President, Secretary and Associate General Counsel (since June 2005), MONY Life,
MONY America and AXA Financial Services, LLC. Vice President, Secretary and Associate
General Counsel (since June 2005), AXA Equitable; prior thereto, Counsel (April 2005 to
June 2005), Assistant Vice President and Counsel (December 2001 to June 2003), Counsel
(December 1996 to December 2001). Vice President, Secretary and Associate General
Counsel (since June 2005), AXA Financial, Inc. Vice President and Secretary (since
September 2005), AXA America Holdings, Inc. Vice President, Secretary and Associate
General Counsel (since June 2005), AXA Life and Annuity Company. Vice President,
Secretary and Associate General Counsel (since June 2005), AXA Distribution Holding
Corporation. Vice President, Secretary and Associate General Counsel (since June 2005),
MONY Holdings, LLC.
-------------------------------------------------------------------------------------------------------------------------------
Gary W. Hirschkron Senior Vice President, MONY Life and MONY America (since July 2004); Senior Vice
President, AXA Equitable (since September 2002), Senior Vice President, AXA Financial
Services, LLC (since September 2002); prior thereto, Managing Director, Management
Compensation Group Northwest, LLC (1983 to September 2002).
-------------------------------------------------------------------------------------------------------------------------------
Robert S. Jones, Jr. Executive Vice President, MONY Life and MONY America (since July 2004); Executive Vice
President, AXA Equitable (since February 2004); Executive Vice President, AXA Financial
Services, LLC (since February 2004); Director (since December 2003) and Chairman of the
Board (since July 2004) prior thereto Co-President and Co-Chief Executive Officer
(December 2003 to July 2004), AXA Advisors, LLC; Director and Chairman of the Board
(since July 2004); prior thereto, President -- Retail Division (December 2003 to July
2004), AXA Network, LLC. Director and Chairman of the Board (since July 2004), MONY
Brokerage, Inc. and its subsidiaries. Director (since September 2004), U.S. Financial
Life Insurance Company. Regional President of the New York Metro Region (March 2000 to
January 2001), Co-General Manager of the Jones/Sages Agency (January 1995 to March
2000).
-------------------------------------------------------------------------------------------------------------------------------
Andrew McMahon Executive Vice President (since September 2005), MONY Life, MONY America and AXA
Financial Services, LLC; prior thereto, Senior Vice President (March 2005 to September
2005). Executive Vice President (since September 2005), AXA Equitable; prior thereto,
Senior Vice President (March 2005 to September 2005). Director and Vice Chairman of the
Board (since December 2005), AXA Network, LLC, AXA Network of Connecticut, Maine and New
York, LLC, AXA Network Insurance Agency of Massachusetts, LLC. Director and Vice
Chairman of the Board (since January 2006), MONY Brokerage, Inc and its subsidiaries.
Partner (June 1997 to March 2005), McKinsey & Company.
-------------------------------------------------------------------------------------------------------------------------------
19
[Enlarge/Download Table]
OTHER OFFICERS (CONTINUED)
-------------------------------------------------------------------------------------------------------------------------------
Name and Principal Business Address Business Experience Within the Past Five Years
-------------------------------------------------------------------------------------------------------------------------------
Charles A. Marino Executive Vice President (since September 2006) and Chief Actuary (since September
2005), AXA Equitable, prior thereto, Senior Vice President (September 2000 to September
2006), Actuary (May 1998 to September 2005), Vice President (May 1998 to September
2000), Assistant Vice President (October 1991 to May 1998); Executive Vice President
(since September 2006) and Chief Actuary (since September 2005), MONY Life and MONY
America, prior thereto, Senior Vice President (July 2004 to September 2006); Executive
Vice President (since September 2006) and Chief Actuary (since September 2005), AXA
Financial Services, LLC, prior thereto, Senior Vice President (September 2000 to
September 2006), Actuary (September 1999 to September 2005). Director and Vice President
(since December 2003), AXA Financial (Bermuda) Ltd. Senior Vice President and Appointed
Actuary, AXA Life and Annuity Company. Senior Vice President (since December 2004) and
Chief Actuary (since August 2006), U.S. Financial Life Insurance Company, prior thereto,
Appointed Actuary (December 2004 to August 2006). Senior Vice President and Actuary, AXA
Corporate Solutions Life Reinsurance Company.
-------------------------------------------------------------------------------------------------------------------------------
Kevin E. Murray Executive Vice President and Chief Information Officer (February 2005 to present) of
MONY Life and MONY America. Executive Vice President and Chief Information Officer
(February 2005 to present); prior thereto, Senior Vice President (September 2004 to
February 2005) AXA Equitable. Senior Vice President (February 2005 to present) of AXA
Financial Services, LLC. Senior Vice President / Group Chief Information Officer (1996
to September 2004) of AIG.
-------------------------------------------------------------------------------------------------------------------------------
Anthony F. Recine Senior Vice President, Chief Compliance Officer and Associate General Counsel (February
2005 to present) of MONY Life and MONY America. Senior Vice President, Chief Compliance
Officer and Associate General Counsel (February 2005 to present) AXA Equitable. Senior
Vice President, Chief Compliance Officer and Associate General Counsel (February 2005 to
present) of AXA Financial Services, LLC. Vice President, Deputy General and Chief
Litigation Counsel (2000 to February 2005) of The MONY Group; prior thereto, Vice
President and Chief Litigation Counsel (1990 to 2000).
-------------------------------------------------------------------------------------------------------------------------------
James A. Shepherdson Executive Vice President (since September 2005), MONY Life, MONY America and AXA
Financial Services, LLC. Executive Vice President (since September 2005), AXA Equitable.
Director (since August 2005), AXA Advisors, LLC. Director, Chairman of the Board,
President and Chief Executive Officer (since August 2005), AXA Distributors, LLC, AXA
Distributors Insurance Agency, LLC, AXA Distributors Insurance Agency of Alabama, LLC,
AXA Distributors Insurance Agency of Massachusetts, LLC. Chief Executive Officer
(February 2003 to August 2005), John Hancock Financial Services / John Hancock Funds.
Co-Chief Executive Officer (March 2000 to June 2002), Met Life Investors Group.
-------------------------------------------------------------------------------------------------------------------------------
Richard V. Silver Executive Vice President and General Counsel, MONY Life and MONY America (since July
2004); Executive Vice President and General Counsel, MONY Holdings, LLC (since July
2004); Executive Vice President (since September 2001) and General Counsel (since
November 1999), AXA Equitable. Prior thereto, Senior Vice President (February 1995 to
September 2001), Deputy General Counsel (October 1996 to November 1999). Executive Vice
President and General Counsel (since September 2001), AXA Financial; prior thereto,
Senior Vice President and Deputy General Counsel (October 1996 to September 2001).
Executive Vice President (since September 2001) and General Counsel (since November
1999), AXA Financial Services, LLC. Executive Vice President (since September 2001) and
General Counsel (since December 1999), AXA Life and Annuity Company. Director, Executive
Vice President and General Counsel (since July 2004), MONY Financial Services, Inc.
Director (since January 2007), AXA Distribution Holding Corporation. Previously,
Director of AXA Advisors, LLC.
-------------------------------------------------------------------------------------------------------------------------------
20
FINANCIAL STATEMENTS
The financial statements of AXA Equitable included in this Statement of
Additional Information should be considered only as bearing upon the ability of
AXA Equitable to meet its obligations under the group annuity contract. They
should not be considered as bearing upon the investment experience of the Funds.
The financial statements of Separate Account Nos. 4 (Pooled), 191, 200 and 206
reflect applicable fees, charges and other expenses under the Program in effect
during the periods covered and they also reflect the charges against the
accounts made in accordance with the terms of all other contracts participating
in the respective separate accounts.
[Enlarge/Download Table]
Separate Account No. 4 (Pooled):
Report of Independent Registered Public Accounting Firm ................................ FSA-2
Separate Account No. 4 (Pooled) (The Growth Equity Fund): ................................
Statement of Assets and Liabilities, December 31, 2006. ................................ FSA-3
Statement of Operations Year Ended December 31, 2006 ................................... FSA-4
Statements of Changes in Net Assets Years Ended December 31, 2006 and 2005 ............. FSA-5
Portfolio of Investments, December 31, 2006. ........................................... FSA-6
Notes to Financial Statements .......................................................... FSA-8
Separate Account Nos. 191, 200 and 206:
Report of Independent Registered Public Accounting Firm ................................ FSA-18
Separate Account No. 191 (The Foreign Fund): .............................................
Statement of Assets and Liabilities, December 31, 2006. ................................ FSA-19
Statement of Operations Year Ended December 31, 2006 ................................... FSA-20
Statements of Changes in Net Assets Years Ended December 31, 2006 and 2005 ............. FSA-21
Separate Account No. 200 (The Small Cap Growth Fund): ....................................
Statement of Assets and Liabilities, December 31, 2006. ................................ FSA-22
Statement of Operations Year Ended December 31, 2006 ................................... FSA-23
Statements of Changes in Net Assets Years Ended December 31, 2006 and 2005 ............. FSA-24
Separate Account No. 206 .................................................................
Statements of Assets and Liabilities, December 31, 2006 ................................ FSA-25
Statements of Operations Year Ended December 31, 2006 .................................. FSA-26
Statements of Changes in Net Assets Years Ended December 31, 2006 and 2005 ............. FSA-27
Separate Account Nos. 191, 200 and 206: ..................................................
Notes to Financial Statements .......................................................... FSA-29
AXA Equitable Life Insurance Company:
Reports of Independent Registered Public Accounting Firms .............................. F-1
Consolidated Balance Sheets, December 31, 2006 and 2005 ................................ F-4
Consolidated Statements of Earnings for the Years Ended December 31, 2006, 2005 and F-5
2004 ...................................................................................
Consolidated Statements of Shareholder's Equity and Comprehensive Income for the Years F-6
Ended
December 31, 2006, 2005 and 2004. .....................................................
Consolidated Statements of Cash Flows for the Years Ended December 31, 2006, 2005 and
2004. .................................................................................. F-7
Notes to Consolidated Financial Statements ............................................. F-9
FSA-1
--------------------------------------------------------------------------------
Report of Independent Registered Public Accounting Firm
To the Board of Directors of AXA Equitable Life
Insurance Company and the Contractowners
of Separate Account No. 4
of AXA Equitable Life Insurance Company:
In our opinion, the accompanying statements of assets and liabilities, including
the portfolios of investments, and the related statements of operations and of
changes in net assets present fairly, in all material respects, the financial
position of Separate Account No. 4 (Pooled) of AXA Equitable Life Insurance
Company ("AXA Equitable") at December 31, 2006, the results of its operations
for the year then ended and the changes in its net assets for each of the two
years in the period then ended, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of AXA Equitable's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at December 31, 2006 by
correspondence with the custodian and brokers, provide a reasonable basis for
our opinion.
/s/ PricewaterhouseCoopers LLP
New York, New York
April 20, 2007
FSA-2
--------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
Statement of Assets and Liabilities
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Assets:
Investments (Notes 2 and 3):
Common stocks -- at value (cost: $480,976,680)........................... $599,320,605
Short-term debt securities -- at value (amortized cost: $4,413,684)...... 4,413,684
Interest and dividends receivable ........................................ 265,150
----------------------------------------------------------------------------------------
Total assets ............................................................. 603,999,439
----------------------------------------------------------------------------------------
Liabilities:
Due to AXA Equitable's General Account ................................... 1,264,672
Due to custodian ......................................................... 3,776,178
Accrued expenses ......................................................... 732,097
----------------------------------------------------------------------------------------
Total liabilities ........................................................ 5,772,947
----------------------------------------------------------------------------------------
Net Assets ............................................................... $598,226,492
========================================================================================
Amount retained by AXA Equitable in Separate Account No. 4 ............... $ 2,478,937
Net assets attributable to contract owners ............................... 555,154,312
Net assets allocated to contracts in payout period ....................... 40,593,243
----------------------------------------------------------------------------------------
Net Assets ............................................................... $598,226,492
========================================================================================
Units Outstanding Unit Values
----------------- -----------
Institutional ............. 34,867 $8,262.03
RIA ....................... 15,278 775.87
Momentum Strategy ......... 987 99.86
MRP ....................... 124,951 312.73
ADA ....................... 651,516 382.55
EPP ....................... 12,151 800.76
The accompanying notes are an integral part of these financial statements.
FSA-3
--------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
Statement of Operations
Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Investment Income (Note 2):
Dividends (net of foreign taxes withheld of $33,737).................... $ 4,377,570
Interest ............................................................... 216,608
--------------------------------------------------------------------------------------
Total investment income ................................................ 4,594,178
--------------------------------------------------------------------------------------
Expenses (Note 5):
Investment management fees ............................................. (1,241,035)
Operating and expense charges .......................................... (2,422,872)
--------------------------------------------------------------------------------------
Total expenses ......................................................... (3,663,907)
--------------------------------------------------------------------------------------
Net investment income .................................................. 930,271
--------------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss) on Investments (Note 2):
Realized gain from security and foreign currency transactions .......... 56,761,166
Change in unrealized appreciation /depreciation of investments ......... (66,038,126)
--------------------------------------------------------------------------------------
Net realized and unrealized loss on investments ........................ (9,276,960)
--------------------------------------------------------------------------------------
Net Decrease in Net Assets Attributable to Operations .................. $ (8,346,689)
======================================================================================
The accompanying notes are an integral part of these financial statements.
FSA-4
--------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Year Ended December 31,
2006 2005
-------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets:
From Operations:
Net investment income (loss) ................................................. $ 930,271 $ (540,001)
Net realized gain on investments and foreign currency transactions ........... 56,761,166 74,925,731
Change in unrealized appreciation/depreciation of investments ................ (66,038,126) 6,608,967
-------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets attributable to operations ............. (8,346,689) 80,994,697
-------------------------------------------------------------------------------------------------------------
From Contributions and Withdrawals:
Contributions ................................................................ 66,014,546 76,456,922
Withdrawals .................................................................. (194,988,188) (151,318,308)
Asset management fees ........................................................ (991,775) (1,067,272)
Administrative fees .......................................................... (107,770) (345,104)
-------------------------------------------------------------------------------------------------------------
Net decrease in net assets attributable to contributions and withdrawals ..... (130,073,187) (76,273,762)
-------------------------------------------------------------------------------------------------------------
Net increase in net assets attributable to AXA Equitable's transactions ...... 1,551 6,187
-------------------------------------------------------------------------------------------------------------
Increase (decrease) in Net Assets ............................................ (138,418,325) 4,727,121
Net Assets -- Beginning of Year .............................................. 736,644,817 731,917,696
-------------------------------------------------------------------------------------------------------------
Net Assets -- End of Year .................................................... $ 598,226,492 $ 736,644,817
=============================================================================================================
The accompanying notes are an integral part of these financial statements.
FSA-5
--------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006
[Download Table]
---------------------------------------------------------------------------
Company Shares U.S. $ Value
---------------------------------------------------------------------------
COMMON STOCKS - 100.2%
Finance - 26.1%
Banking - Money Center - 2.7%
JPMorgan Chase & Co. ..................... 327,157 $15,801,683
-----------
Brokerage & Money Management - 15.3%
The Charles Schwab Corp. ................. 608,970 11,777,480
Goldman Sachs Group, Inc. ................ 129,410 25,797,883
Greenhill & Co., Inc. .................... 154,050 11,368,890
Legg Mason, Inc. ......................... 287,000 27,279,350
Merrill Lynch & Co., Inc. ................ 162,740 15,151,094
-----------
91,374,697
-----------
Insurance - 3.3%
American International Group,
Inc. (a) ............................. 277,960 19,918,614
-----------
Miscellaneous - 4.8%
Chicago Mercantile Exchange
Holdings, Inc.-Class A ............... 19,958 10,173,591
Citigroup, Inc. .......................... 214,800 11,964,360
NYSE Group, Inc. (a) ..................... 31,990 3,109,428
State Street Corp. ....................... 52,300 3,527,112
-----------
28,774,491
-----------
155,869,485
-----------
Technology - 25.0%
Communication Equipment - 3.0%
QUALCOMM, Inc. ........................... 475,380 17,964,610
-----------
Communication Services - 0.7%
Monster Worldwide, Inc. (a) .............. 84,280 3,930,819
-----------
Computer Hardware/Storage - 6.0%
Apple Computer, Inc. (a) ................. 304,070 25,797,299
Sun Microsystems, Inc. (a) ............... 1,915,400 10,381,468
-----------
36,178,767
-----------
Computer Peripherals - 1.1%
Network Appliance, Inc. (a) .............. 171,270 6,727,486
-----------
Computer Services - 0.8%
Cognizant Technology Solutions
Corp.-Class A (a) .................... 38,700 2,986,092
Euronet Worldwide, Inc. (a) .............. 52,740 1,565,850
-----------
4,551,942
-----------
Internet Media - 4.6%
Google, Inc.-Class A (a) ................. 59,570 27,430,794
-----------
Miscellaneous - 2.0%
Amphenol Corp.-Class A ................... 193,990 12,042,899
-----------
Semiconductor Components - 6.5%
Advanced Micro Devices, Inc. (a) ......... 720,020 14,652,407
Broadcom Corp.-Class A (a) ............... 413,280 13,353,077
NVIDIA Corp. (a) ......................... 289,330 10,708,103
-----------
38,713,587
-----------
---------------------------------------------------------------------------
Company Shares U.S. $ Value
---------------------------------------------------------------------------
Software - 0.3%
SAP AG (ADR) ............................. 38,750 $ 2,057,625
-----------
149,598,529
-----------
Consumer Services - 18.4%
Apparel - 2.8%
Coach, Inc. (a) .......................... 151,740 6,518,751
Under Armour, Inc.-Class A (a) ........... 201,040 10,142,468
-----------
16,661,219
-----------
Broadcasting & Cable - 2.9%
Comcast Corp.-Class A (a) ................ 406,900 17,224,077
-----------
Miscellaneous - 6.5%
CB Richard Ellis Group, Inc.-
Class A (a) .......................... 510,450 16,946,940
Corporate Executive Board Co. ............ 139,350 12,220,995
Iron Mountain, Inc. (a) .................. 88,900 3,675,126
Strayer Education, Inc. .................. 55,900 5,928,195
-----------
38,771,256
-----------
Restaurants & Lodging - 1.2%
Chipotle Mexican Grill, Inc.-Class A
(a) .................................. 128,400 7,318,800
-----------
Retail - General Merchandise - 5.0%
Coldwater Creek, Inc. (a) ................ 171,230 4,198,559
Dick's Sporting Goods, Inc. (a) .......... 244,490 11,977,565
Kohl's Corp. (a) ......................... 201,290 13,774,275
-----------
29,950,399
-----------
109,925,751
-----------
Health Care - 18.0%
Biotechnology - 6.5%
Genentech, Inc. (a) ...................... 303,120 24,592,126
Gilead Sciences, Inc. (a) ................ 215,760 14,009,297
-----------
38,601,423
-----------
Drugs - 3.7%
Merck & Co. Inc. ......................... 213,800 9,321,680
Teva Pharmaceutical Industries Ltd.
(ADR) ................................ 413,450 12,850,026
-----------
22,171,706
-----------
Medical Products - 1.4%
Alcon, Inc. .............................. 76,220 8,519,109
-----------
Medical Services - 6.4%
Medco Health Solutions, Inc. (a) ......... 83,850 4,480,944
UnitedHealth Group, Inc. ................. 120,500 6,474,465
WellPoint, Inc. (a) ...................... 347,170 27,318,807
-----------
38,274,216
-----------
107,566,454
-----------
Energy - 4.1%
Oil Service - 4.1%
Schlumberger, Ltd. ....................... 392,070 24,763,141
-----------
FSA-6
--------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Concluded)
------------------------------------------------------------------------------
Company Shares U.S. $ Value
------------------------------------------------------------------------------
Aerospace & Defense - 3.1%
Aerospace - 3.1%
Boeing Co. (a) .................................. 206,630 $18,357,009
-----------
Capital Goods - 1.7%
Electrical Equipment - 1.7%
Ametek, Inc. .................................... 148,335 4,722,987
Emerson Electric Co. ............................ 128,600 5,667,402
-----------
10,390,389
-----------
Multi-Industry Companies - 1.7%
Multi-Industry Companies - 1.7%
Danaher Corp. ................................... 139,300 10,090,892
-----------
Consumer Staples - 1.1%
Household Products - 0.6%
Procter & Gamble Co. ............................ 51,030 3,279,698
-----------
Retail - Food & Drug - 0.5%
Whole Foods Market, Inc. ........................ 69,400 3,256,942
-----------
6,536,640
-----------
Consumer Manufacturing - 1.0%
Building & Related - 1.0%
NVR, Inc. (a) ................................... 9,647 6,222,315
-----------
Total Common Stocks - 100.2%
(cost $480,976,680) ............................ 599,320,605
-----------
-----------------------------------------------------------------------------
Principal
Amount
Company (000) U.S.$ Value
-----------------------------------------------------------------------------
SHORT-TERM DEBT SECURITIES - 0.7%
Time Deposit - 0.7%
JPMorgan Nassau
4.72%, 1/3/2007 ............................. $4,414 $ 4,413,684
------------
Total Short-Term Debt
Securities - 0.7 %
(amortized cost $4,413,684) ................. 4,413,684
------------
Total Investments - 100.9%
(cost/amortized cost
$485,390,364) ............................. 603,734,289
Other assets less
liabilities - (0.9)% ....................... (5,507,797)
------------
Net Assets - 100.0% ............................ $598,226,492
============
(a) Non-income producing security.
Glossary:
ADR - American Depositary Receipt
The accompanying notes are an integral part of these financial statements.
FSA-7
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
-------------------------------------------------
Notes to Financial Statements
December 31, 2006 ------------------------------
-------------------------------------------------
1. General
Separate Account No. 4 (Pooled) (the Fund) of AXA Equitable Life Insurance
Company (formerly The Equitable Life Assurance Society of the United States)
("AXA Equitable"), a wholly-owned subsidiary of AXA Financial, Inc., was
established in conformity with the New York State Insurance Law. Annuity
contracts available through AXA Equitable are Momentum Strategy, Retirement
Investment Account ("RIA"), Members Retirement Program ("MRP"), American Dental
Association Members Retirement Program ("ADA") and Equi-Pen-Plus ("EPP")
(collectively, the Plans). Institutional reflects investments in funds by
contract owners of group annuity contracts issued by AXA Equitable. Assets of
the Plans and Institutional are invested in a number of investment Funds
(available Funds vary by Plan). The American Dental Association Members
Retirement Program is one of the many products participating in this Fund.
The contract owners invest in Separate Account No. 4, under the following
respective names:
Momentum Strategy
Separate Account No. 4 The AllianceBernstein Growth Equity Fund
RIA
Separate Account No. 4 The AllianceBernstein Common Stock Fund
MRP
Separate Account No. 4 The AllianceBernstein Growth Equity Fund
ADA
Separate Account No. 4 The Growth Equity Fund
EPP
Separate Account No. 4 The AllianceBernstein Common Stock Fund
Institutional
Separate Account No. 4 Growth Stock Account
Under applicable insurance law, the assets and liabilities of the Accounts are
clearly identified and distinguished from AXA Equitable's other assets and
liabilities. The assets of the Accounts are the property of AXA Equitable.
However, the portion of the Accounts' assets attributable to the contracts will
not be chargeable with liabilities arising out of any other business AXA
Equitable may conduct. The excess of assets over reserves and other contract
liabilities, if any, in Separate Account No. 4 may be transferred to AXA
Equitable's General Account. AXA Equitable's General Account is subject to
creditor rights. These financial statements reflect the total net assets and
results of operations for the Separate Account No. 4.
The amount retained by AXA Equitable in Separate Account No. 4 arises
principally from (1) contributions from AXA Equitable, (2) expense risk charges
accumulated in the account, and (3) that portion, determined ratably, of the
account's investment results applicable to those assets in the account in excess
of the net assets for the contracts. Amounts retained by AXA Equitable are not
subject to charges for expense risks.
AXA Equitable performs all marketing and service functions under the contract.
No commissions are paid for these services; however, incentive compensation
based on first year plan contributions and number of plan sales are paid to AXA
Equitable employees who perform the marketing and service functions.
2. Significant Accounting Policies
The accompanying financial statements are prepared in conformity with accounting
principles generally
FSA-8
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
-------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006 ------------------------------
-------------------------------------------------
2. Significant Accounting Policies (Concluded)
accepted in the United States of America (GAAP). The preparation of financial
statements in accordance with GAAP requires management to make estimates and
assumptions that affect the reported amounts and disclosures. Actual results
could differ from those estimates.
Investment securities are valued as follows:
Stocks listed on national securities exchanges and certain over-the-counter
issues traded on the National Association of Securities Dealers, Inc.
Automated Quotation (NASDAQ) national market system are valued at the last
sale price, or, if there is no sale, at the latest available bid price.
Foreign securities not traded directly, or in American Depositary Receipt
(ADR) form in the United States, are valued at the last sale price in the
local currency on an exchange in the country of origin. Foreign currency is
converted into its U.S. dollar equivalent at current exchange rates.
Forward contracts are valued at their last sale price or, if there is no
sale, at the latest available bid price.
United States Treasury securities and other obligations issued or guaranteed
by the United States Government, its agencies or instrumentalities are valued
at representative quoted prices.
Long-term (i.e., maturing in more than a year) publicly-traded corporate
bonds are valued at prices obtained from a bond pricing service of a major
dealer in bonds when such prices are available; however, in circumstances
where AXA Equitable and Alliance deem it appropriate to do so, an
over-the-counter or exchange quotation may be used.
Convertible preferred stocks listed on national securities exchanges are
valued at their last sale price or, if there is no sale, at the latest
available bid price.
Convertible bonds and unlisted convertible preferred stocks are valued at bid
prices obtained from one or more major dealers in such securities; where
there is a discrepancy between dealers, values may be adjusted based on
recent premium spreads to the underlying common stock.
Other assets that do not have a readily available market price are valued at
fair value as determined in good faith by AXA Equitable's investment
officers.
Short-term debt securities which mature in 60 days or less are valued at
amortized cost. Short-term debt securities which mature in more than 60 days
are valued at representative quoted prices.
Security transactions are recorded on the trade date. Amortized cost of debt
securities, where applicable, are adjusted for amortization of premium or
accretion of discount. Dividend income is recorded on the ex-dividend date;
interest income (including amortization of premium and discount on securities
using the effective yield method) is accrued daily. Realized gains and losses
on the sale of investments are computed on the basis of the identified cost
of the related investments sold.
Transactions denominated in foreign currencies are recorded at the rate
prevailing at the date of such transactions. Asset and liability accounts
that are denominated in a foreign currency are adjusted to reflect the
current exchange rate at the end of the period. Transaction gains or losses
resulting from changes in the exchange rate during the reporting period or
upon settlement of the foreign currency transactions are reflected under
"Realized and Unrealized Gain (Loss) on Investments" in the Statement of
Operations.
Net assets allocated to contracts in the payout period are computed according
to various mortality tables,
FSA-9
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
-------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006 ------------------------------
-------------------------------------------------
2. Significant Accounting Policies (Concluded)
depending on the year the benefits were purchased. The tables used are the
1971 GAM table, the 1983 GAM table, and the 1994 GAR. The assumed investment
returns vary by contract and range from 4 percent to 6.5 percent. The
contracts are participating group annuities, and, thus, the mortality risk is
borne by the contract holder, as long as the contract has not been
discontinued. AXA Equitable retains the ultimate obligation to pay the
benefits if the contract funds become insufficient and the contractholder
elects to discontinue the contract.
Amounts due to/from the General Account represent receivables/payables for
policy related transactions predominately related to premiums, surrenders and
death benefits.
The operations of the Account are included in the federal income tax return
of AXA Equitable, which is taxed as a life insurance company under the
provisions of the Internal Revenue Code. No federal income tax based on net
income or realized and unrealized capital gains is currently applicable to
contracts participating in the Funds by reason of applicable provisions of
the Internal Revenue Code and no federal income tax payable by AXA Equitable
is expected to affect the unit value of the contracts participating in the
Account. Accordingly, no provision for federal income taxes is required.
However, AXA Equitable retains the right to charge for any federal income tax
incurred which is applicable to the Account if the law is changed.
3. Investment Transactions
For the year ended December 31, 2006, investment security transactions,
excluding short-term debt securities, were as follows:
[Enlarge/Download Table]
Purchases Sales
------------------------------ ------------------------------
Stocks U.S. Stocks U.S.
and Debt Government and Debt Government
Fund Securities and Agencies Securities and Agencies
---------------------------------------------------------------------------------------------------------
Separate Account No. 4 ......... $362,865,589 $ -- $481,975,342 $ --
4. Related Party Transactions
AllianceBernstein L.P. (formerly Alliance Capital Management L.P.
("AllianceBernstein")) serves as an investment advisor for Separate Accounts
13, 10, 4 and 3. Alliance is a publicly traded limited partnership which is
indirectly majority-owned by AXA Equitable and AXA Financial, Inc. (parent to
AXA Equitable).
AXA Advisors, LLC (AXA Advisors) is an affiliate of AXA Equitable, and a
distributor and principal underwriter of the contracts and the account. AXA
Advisors is registered with the SEC as a broker-dealer and is a member of the
National Association of Securities Dealers, Inc.
The contracts are sold by financial professionals who are registered
representatives of AXA Advisors and licensed insurance agents of AXA Network,
LLC or its subsidiaries (affiliates of AXA Equitable). AXA Advisors receives
commissions and other service-related payments under its distribution
agreement with AXA Equitable and its networking agreement with AXA Network.
AXA Equitable, AllianceBernstein, and AXA Advisors seek to obtain the best
price and execution of all orders placed for the portfolios of the AXA
Equitable Funds considering all circumstances. In addition to using brokers
and dealers to execute portfolio security transactions for accounts under
their management, AXA Equitable, Alliance, and AXA Advisors may also enter
into other types of business and securities transactions with brokers and
dealers, which will be unrelated to allocation of the AXA Equitable Funds'
portfolio transactions.
FSA-10
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
-------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006 ------------------------------
-------------------------------------------------
4. Related Party Transactions (Concluded)
At December 31, 2006, interests of retirement and investment plans for
employees, managers and agents of AXA Equitable in Separate Account No. 4
aggregated $161,435,539 (27.0%) of the net assets in these Funds.
5. Asset Charges
Charges and fees relating to the Fund are paid to AXA Equitable and are
deducted in accordance with the terms of the various contracts which
participate in the Fund. Depending upon the terms of a contract,
sales-related fees and operating expenses are paid (i) by a reduction of an
appropriate number of Fund Units or (ii) by a direct payment.
Momentum Strategy
Fees with respect to the Momentum Strategy contracts are as follows:
Daily Separate Account Charge:
On a daily basis a charge at an annual rate of 1.25% for Separate Account 4
is deducted from the net assets attributable to the Momentum Strategy units.
This fee is to cover expense risk, mortality risk, other charges and
operating expenses of the contract. These fees are reflected as a reduction
of the Momentum Strategy Unit Value.
Administrative Fees:
Participant Administrative Charge -- At the end of each calendar quarter, a
maximum record maintenance and report fee of $3.75 ($15.00 per year) is
either deducted from the Participant Retirement Account Value or billed to
the employer. No charge is assessed if average account value is at least
$20,000. Additionally, the Participant Retirement Account Value is assessed
for the fee if the charge is not paid by the employer or the plan has less
than 10 participants in the contract.
Plan Recordkeeping Service Charge with Checkwriting -- Employers electing
plan recordkeeping with checkwriting services are subject to a charge of $25
per check. These amounts are withdrawn from the Participant Retirement
Account Value before withdrawal.
Loan Charge -- A loan set up charge of $25 is made at the time the loan is
set up. This is a one time charge per active loan. Quarterly loan
recordkeeping charge is $6 per outstanding loan. Charge is deducted from the
Participant Retirement Account Value.
Contingent Withdrawal Charge -- Certain withdrawals are subject to defined
contingent withdrawal charges. The maximum charge is 6% of the total plan
assets withdrawn. Charge is deducted from the Participant Retirement Account
Value in addition to the amount withdrawn.
State Premium and other applicable taxes -- charge for state premium and
other applicable taxes deducted is designed to approximate certain taxes that
may be imposed. When applicable, this amount is deducted from contributions.
Generally, the charge is deducted from the amount applied to provide an
annuity payout option.
Operating and Expense Charges:
In addition to the charges and fees mentioned above, the Fund is charged for
certain costs and expenses directly related to their operations. These may
include transfer taxes, SEC filing fees and certain related expenses
including printing of SEC filings, prospectuses and reports. These charges
and fees are reflected as reductions of unit value.
FSA-11
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
-------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006 ------------------------------
-------------------------------------------------
5. Asset Charges (Continued)
RIA
Charges and fees relating to the Fund are paid to AXA Equitable and are
deducted in accordance with the terms of the various contracts which
participate in the Fund. Depending upon the terms of a contract,
sales-related fees and operating expenses are paid (i) by a reduction of an
appropriate number of Fund Units or (ii) by a direct payment. Fees with
respect to the Retirement Investment Account (RIA) contracts are as follows:
Investment Management Fee:
An annual fee of 0.50% of the net assets attributable to RIA units is
assessed for the AllianceBernstein Common Stock Fund. This fee is reflected
as a reduction of the RIA Unit Value.
Administrative Fees:
Contracts investing in the Fund are subject to certain administrative
expenses according to contract terms. These fees may include:
Ongoing Operations Fee -- An expense charge is made based on the combined net
balances of the fund. Depending upon when the employer adopted RIA, the
monthly rate ranges from 1/12 of 1.25% to 1/12 of 0.50% or from 1/12 of 1.25%
to 1/12 of 0.25%.
Participant Recordkeeping Services Charge -- Employers electing RIA's
optional Participant Recordkeeping Services are subject to an annual charge
of $25 per employee-participant under the employer plan.
Contingent Withdrawal Charge -- Certain withdrawals are subject to defined
contingent withdrawal charges. The maximum charge is 6% of the total plan
assets withdrawn.
Loan Fee -- A loan fee equal to 1% of the amount withdrawn as loan principal
is deducted on the date the plan loan is made.
Operating and Expense Charges:
In addition to the charges and fees mentioned above, the Fund is charged for
certain costs and expenses directly related to its operations. These may
include transfer taxes, SEC filing fees and certain related expenses
including printing of SEC filings, prospectuses and reports. These charges
and fees are reflected as reductions of unit value.
MRP
Charges and fees relating to the Fund are paid to AXA Equitable are deducted
in accordance with the terms of the various contracts which participate in
the Funds. With respect to the Members Retirement Program these expenses
consist of investment management and accounting fees, program expense charge,
direct expenses and record maintenance and report fees. These charges and
fees are paid to AXA Equitable and are recorded as expenses in the
accompanying Statement of Operations. Fees with respect to the Members
Retirement Program contracts are as follows:
Program Expense Charge--An expense charge is made at an effective annual rate
of 1.00% of the combined value of all investment options maintained under the
contract with AXA Equitable and is deducted monthly.
Investment Management Fees--An expense charge is made daily at an effective
annual rate of 0.50% of the net assets of the AllianceBernstein Growth Equity
Fund.
FSA-12
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
-------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006 ------------------------------
-------------------------------------------------
5. Asset Charges (Continued)
Direct Operating and Other Expenses--In addition to the charges and fees
mentioned above, the Fund is charged for certain costs and expenses directly
related to their operations. These may include transfer taxes, SEC filing
fees and certain related expenses including printing of SEC filings,
prospectuses and reports. These charges and fees are reflected as a reduction
of the unit value.
A record maintenance and report fee of $3.75 is deducted quarterly as a
liquidation of Fund units.
ADA
Charges and fees relating to the Fund are deducted in accordance with the
terms of the various contracts which participate in the Fund. Depending upon
the terms of a contract, sales-related fees and operating expenses are paid
(i) by a reduction of an appropriate number of Fund Units or (ii) by a direct
payment. These charges and fees are paid to AXA Equitable and are recorded as
expenses in the accompanying Statement of Operations. Fees with respect to
the American Dental Association Members Retirement Program are as follows:
Investment Management and Administration Fees (Investment Management Fees):
AXA Equitable receives a fee based on the value of the Growth Equity Fund at
a monthly rate of 1/12 of (i) 0.29 of 1% of the first $100 million and (ii)
0.20 of 1% of the excess over $100 million of its ADA Program assets.
An Administrative fee is charged at a daily rate of 0.15% of average daily
net assets.
Operating and Expense Charges:
Program Expense Charge -- In the year prior to May 1, 2006 the expense charge
was made on the combined value of all investment options maintained under the
contract with AXA Equitable at a monthly rate 1/12 of (i) 0.635 of 1% for all
asset levels.
Effective May 1, 2006 an expense charge is made on the combined value of all
investment options maintained under the contract with AXA Equitable at a
monthly rate of 1/12 of 0.633% of 1% of the first $400 million.
A portion of the Program Expense Charge assessed by AXA Equitable is made on
behalf of the ADA and is equal to a monthly rate of 1/12 for 0.01 of 1% for
all asset levels.
Other Expenses -- In addition to the charges and fees mentioned above, the
Fund is charged for certain costs and expenses directly related to its
operations. These may include transfer taxes, SEC filing fees and certain
related expenses including printing of SEC filings, prospectuses and reports.
A record maintenance and report fee of $3 is deducted quarterly from each
participant's aggregate account balance. For clients with Investment Only
plans, a record maintenance fee of $1 is deducted quarterly.
EPP
Charges and fees relating to the Fund are paid to AXA Equitable and are
deducted in accordance with the terms of the various contracts, which
participate in the Fund. Depending upon the terms of a contract,
sales-related fees and operating expenses are paid (i) by a reduction of an
appropriate number of Fund Units or (ii) by a direct payment. Fees with
respect to the Equi-Pen-Plus Master Plan and Retirement Trust are as follows:
Investment Management Fee:
An annual fee of 0.25% of the total plan and trust net assets held in the
Separate Account is deducted daily. This fee is reflected as reduction in EPP
unit value.
FSA-13
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
-------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006 ------------------------------
-------------------------------------------------
5. Asset Charges (Continued)
Administrative Fees:
Ongoing Operations Fee -- An expense charge is made based on each client's
combined balance of Master Plan and Trust net assets in the Separate and
Fixed Income Accounts at a monthly rate of 1/12 of (i) 1% of the first
$500,000, (ii) 0.75% of the next $500,000 and (iii) 0.50% of the excess over
$1,000,000.
Participant Recordkeeping Services Charge -- Employers electing
Equi-Pen-Plus's optional Participant Recordkeeping Services are subject to an
annual charge of $25 per employee-participant under the employer plan.
Withdrawal Charge -- A charge is applied if the client terminates plan
participation in the Master Retirement Trust and if the client transfers
assets to another funding agency before the fifth anniversary of the date AXA
Equitable accepts the participation agreement. The redemption charge is
generally paid via a liquidation of units held in the fund and will be based
on the following schedule:
For Terminating Occurring In: Redemption Charge:
----------------------------- ------------------
Years 1 and 2 .......................... 3% of all Master Trust assets
Years 3 and 4 .......................... 2% of all Master Trust assets
Year 5 ................................. 1% of all Master Trust assets
After Year 5 ........................... No Redemption Charge
Operating and Expense Charges:
In addition to the charges and fees mentioned above, the Fund is charged for
certain costs and expenses directly related to their operations. These may
include custody, audit and printing of reports. These charges and fees are
reflected as reduction of unit value.
Institutional
Asset Management Fees
Asset management fees are charged to clients investing in the Separate
Account. The fees are based on the prior month-end net asset value (as
defined) of each client's aggregate interest in AXA Equitable's Separate
Account, and are determined monthly. Clients can either pay the fee directly
by remittance to the Separate Account or via liquidation of units held in the
Separate Account. The fees are calculated for each client in accordance with
the schedule set forth below:
Each Client's Aggregate Interest Annual Rate
-------------------------------- -----------
Minimum Fee ............................. $5,000
First $2 million ........................ 0.85 of 1%
Next $3 million ......................... 0.60 of 1%
Next $5 million ......................... 0.40 of 1%
Next $15 million ........................ 0.30 of 1%
Next $75 million ........................ 0.25 of 1%
Excess over $100 million ................ 0.20 of 1%
There is an additional charge made to clients utilizing AXA Equitable's
Active Investment Management Service (AIMS). The service is optional and
delegates to AXA Equitable the responsibility for actively managing the
client's assets among AXA Equitable's Separate Account. In the event that the
client chooses this service, the additional fee is based on the combined net
asset value of the client's assets in the Separate Account. Clients
FSA-14
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
-------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006 ------------------------------
-------------------------------------------------
5. Asset Charges (Concluded)
electing this service either pay the fee directly by remittance to the
Separate Account or via liquidation of units held in the Separate Account.
The charge is assessed on a monthly basis at the annual rates shown below:
Client's Aggregate Interest Annual Rate
--------------------------- -----------
Minimum Fee ...................... $2,500
First $5 million ................. 0.100%
Next $5 million .................. 0.075%
Next $5 million .................. 0.050%
Over $15 million ................. 0.025%
Asset management fees and AIMS fees are paid to AXA Equitable.
Administrative Fees
Certain client contracts provide for a fee for administrative services to be
paid directly to AXA Equitable. This administrative fee is calculated
according to the terms of the specific contract and is generally paid via a
liquidation of units held in the Fund in which the contract invests. Certain
of these client contracts provide for administrative fees to be paid through
a liquidation of units from a Short-term liquidity account. The payment of
the fee for administrative services has no effect on other separate account
clients or the unit values of the separate accounts.
Operating and Expense Charges
In addition to the charges and fees mentioned above, the Separate Account is
charged for certain costs and expenses directly related to their operations.
These charges may include custody and audit fees, and result reduction of
Separate Account unit values.
6. Changes in Units Outstanding
Accumulation units issued and redeemed during periods indicated were (in
thousands):
Year Ended December 31,
-----------------------
2006 2005
---------- ----------
The Growth Equity Fund
ADA
Issued ....................................... 141 156
Redeemed ..................................... (248) (214)
---- ----
Net Increase (Decrease) ...................... (107) (58)
---- ----
AllianceBernstein Growth Equity Fund
Momentum Strategy
Issued ....................................... 1 1
Redeemed ..................................... (5) (1)
---- ----
Net Increase (Decrease) ...................... (4) (--)
---- ----
FSA-15
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
-------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006 ------------------------------
-------------------------------------------------
6. Changes in Units Outstanding (Concluded)
Year Ended December 31,
------------------------
2006 2005
---------- ----------
AllianceBernstein Common Stock Fund
RIA
Issued ............................. 1 2
Redeemed ........................... (6) (11)
---- ----
Net (Decrease) ..................... (5) (8)
---- ----
AllianceBernstein Growth Equity Fund
MRP
Issued ............................. 172 191
Redeemed ........................... (188) (197)
---- ----
Net (Decrease) ..................... (16) (6)
---- ----
AllianceBernstein Common Stock Fund
EPP
Issued ............................. -- 2
Redeemed ........................... (6) (3)
---- ----
Net (Decrease) ..................... (6) (1)
---- ----
Growth Stock Account
Institutional
Issued ............................. 8 5
Redeemed ........................... (19) (11)
---- ----
Net Increase (Decrease) ............ (11) (6)
---- ----
7. Accumulation Unit Values
AXA Equitable issues a number of group annuity contracts that allow employer
plan assets to accumulate on a tax-deferred basis. The contracts are
typically designed for employers wishing to fund defined benefit, defined
contribution and/or 401(k) plans.
Institutional units presented on the Statement Assets and Liabilities reflect
investments in the Fund by contractholders of group annuity contracts issued
by AXA Equitable. Institutional unit value is determined at the end of each
business day. Institutional unit value reflects the investment performance of
the underlying Fund for the day and charges and expenses deducted by the
Fund. Contract unit values (ADA, RIA, MRP, Momentum and EPP) reflect the same
investment results as the Institutional unit value presented on the Statement
of Assets and Liabilities. In addition, contract unit values reflect certain
investment management and accounting fees, which vary by contract. These fees
are charged as a percentage of net assets and are disclosed below for the
Plans' contracts in percentage terms.
FSA-16
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
-------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006 ------------------------------
-------------------------------------------------
7. Accumulation Unit Values (Concluded)
Shown below is accumulation unit value information for the Plans' units
outstanding in Separate Account 4.
[Enlarge/Download Table]
Year Ended December 31,
---------------------------------------------------------------------
2006 2005 2004 2003 2002
--------- --------- --------- --------- ---------
Separate Account No. 4
AllianceBernstein Growth Equity Fund
ADA, 1.04%*
Unit Value, end of period ........................... $ 382.55 $ 386.86 $ 346.74 $ 302.18 $ 223.26
Net Assets (000's) .................................. $ 249,237 $ 293,966 $283,643 $ 249,918 $ 182,907
Number of units outstanding, end of period (000's) .. 652 759 818 827 817
Total Return** ...................................... (1.11)% 11.57% 14.75% 35.05% (27.87)%
The Growth Equity Fund
Momentum Strategy, 1.25%*
Unit Value, end of period ........................... $ 99.86 $ 101.21 $ 90.90 $ 79.38 $ 58.54
Net Assets (000's) .................................. $ 99 $ 527 $ 483 $ 435 $ 299
Number of units outstanding, end of period (000's) .. 1 5 5 6 5
Total Return* ....................................... (1.33)% 11.34% 14.51% 35.60% (29.16)%
AllianceBernstein Common Stock Fund
RIA, 0.50%*
Unit Value, end of period ........................... $ 775.88 $ 780.43 $ 695.74 $ 602.90 $ 443.82
Net Assets (000's) .................................. $ 11,854 $ 16,152 $ 20,742 $ 23,093 $ 22,530
Number of units outstanding, end of period (000's) .. 15 21 30 38 51
Total Return** ...................................... (0.58)% 12.17% 15.40% 35.84% (27.42)%
AllianceBernstein Growth Equity Fund
MRP, 1.50%*
Unit Value, end of period ........................... $ 312.73 $ 317.72 $ 286.30 $ 251.02 $ 186.97
Net Assets (000's) .................................. $ 39,076 $ 44,826 $ 42,051 $ 38,426 $ 28,750
Number of units outstanding, end of period (000's) .. 125 141 147 153 154
Total Return** ...................................... (1.57)% 10.97% 14.05% 34.26% (28.42)%
AllianceBernstein Common Stock Fund
EPP, 0.25%*
Unit Value, end of period ........................... $ 800.76 $ 803.45 $ 714.47 $ 617.58 $ 453.49
Net Assets (000's) .................................. $ 9,730 $ 14,152 $ 13,886 $ 13,987 $ 11,356
Number of units outstanding, end of period (000's) .. 12 18 19 23 25
Total Return** ...................................... (0.33)% 12.45% 1i5.69% 36.18% (27.24)%
Growth Stock Account
Institutional
Unit Value, end of period ........................... $8,262.03 $8,269.13 $7,335.03 $6,324.43 $4,632.41
Net Assets (000's) .................................. $ 288,072 $ 367,019 $371,131 $ 363,345 $ 289,558
Number of units outstanding, end of period (000's) .. 35 44 51 57 63
Total Return** ...................................... (0.09)% 12.73% 15.98% 36.53% (27.05)%
* Expenses as a percentage of average net assets (0.25%, 0.50%, 1.04%, 1.25%,
1.50% annualized) consist of mortality and expense charges and other expenses
for each period indicated. The ratios include only those expenses that result
in a direct reduction to unit values. Charges made directly to contract owner
accounts through the redemption of units and expenses of the underlying fund
have been excluded.
** These amounts represent the total return for the periods indicated, including
changes in the value of the
FSA-17
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
-------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006 ------------------------------
-------------------------------------------------
7. Accumulation Unit Values (Concluded)
underlying fund, and expenses assessed through the reduction of unit
values. These ratios do not include any expenses assessed through the
redemption of units.
8. Investment Income Ratio
The investment income ratio is calculated by taking the gross investment
income earned divided by the average net assets of a fund during the report
period. Shown below is the investment income ratio throughout the periods
indicated.
[Enlarge/Download Table]
Year Ended December 31,
--------------------------------------------------------------------
2006 2005 2004 2003 2002 2001
--------- --------- --------- --------- --------- ---------
The Growth Equity Fund ......... 0.69 0.46% 0.46% 0.47% 0.40% 0.46%
FSA-18
--------------------------------------------------------------------------------
Report of Independent Registered Public Accounting Firm
To the Board of Directors of AXA Equitable Life
Insurance Company and the Contractowners
of Separate Account Nos. 191, 200 and 206
of AXA Equitable Life Insurance Company
In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of each of Separate Account Nos.
191 (The Foreign Fund), 200 (The Small Cap Growth Fund) and each of the
investment options of Separate Account No. 206 (The Equity Income Fund, The
Large Cap Growth Fund, The Small Cap Value Fund, The U.S. Bond Fund, The Equity
Index Fund, The LifeStrategy Income Fund, The LifeStrategy Moderate Growth Fund)
of AXA Equitable Life Insurance Company ("AXA Equitable") at December 31, 2006,
and the results of each of their operations for the year then ended and the
changes in each of their net assets for each of the two years in the period then
ended, in conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of AXA
Equitable's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
December 31, 2006 by correspondence with the custodian and brokers, provide a
reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
New York, New York
April 20, 2007
FSA-19
--------------------------------------------------------------------------------
Separate Account No. 191
(The Foreign Fund)
of AXA Equitable Life Insurance Company
Statement of Assets and Liabilities
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Assets:
Investments in shares of The Templeton Foreign Fund -- at value (cost: $132,357,409)
(Note 1) ......................................................................... $144,862,916
Cash ............................................................................... 73,901
Receivable for Security Sold ....................................................... 97,357
------------------------------------------------------------------------------------------------------
Total assets ....................................................................... 145,034,174
------------------------------------------------------------------------------------------------------
Liabilities:
Due to AXA Equitable's General Account ............................................. 96,053
Accrued expenses ................................................................... 155,759
------------------------------------------------------------------------------------------------------
Total liabilities .................................................................. 251,812
------------------------------------------------------------------------------------------------------
Net Assets Attributable to Contractowners .......................................... $144,782,362
======================================================================================================
ADA Units Outstanding .............................................................. 3,968,437
ADA Unit Value ..................................................................... $ 36.48
The accompanying notes are an integral part of these financial statements.
FSA-20
--------------------------------------------------------------------------------
Separate Account No. 191
(The Foreign Fund)
of AXA Equitable Life Insurance Company
Statement of Operations
Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Investment Income (Note 2):
Dividends from The Templeton Foreign Fund ............................. $ 4,488,785
----------------------------------------------------------------------------------------
Expenses (Note 3):
Administration fees and program expense charge ........................ (804,990)
Operating expenses .................................................... (92,935)
----------------------------------------------------------------------------------------
Total expenses ........................................................ (897,925)
----------------------------------------------------------------------------------------
Net investment income ................................................. 3,590,860
----------------------------------------------------------------------------------------
Realized and Unrealized Gain on Investments (Note 2):
Net realized gain from share transactions ............................. 1,267,336
Realized gain distributions from The Templeton Foreign Fund ........... 10,259,400
Change in unrealized appreciation/depreciation of investments ......... 7,516,231
----------------------------------------------------------------------------------------
Net realized and unrealized gain on investments ....................... 19,042,967
----------------------------------------------------------------------------------------
Net Increase in Net Assets Attributable to Operations ................. $22,633,827
========================================================================================
The accompanying notes are an integral part of these financial statements.
FSA-21
--------------------------------------------------------------------------------
Separate Account No. 191
(The Foreign Fund)
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Year Ended December 31,
2006 2005
---------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets:
From Operations:
Net investment income ........................................................ $ 3,590,860 $ 1,308,416
Net realized gain on investments ............................................. 11,526,736 26,661,789
Change in unrealized appreciation/depreciation of investments ................ 7,516,231 (17,519,972)
---------------------------------------------------------------------------------------------------------------
Net increase in net assets attributable to operations ........................ 22,633,827 10,450,233
---------------------------------------------------------------------------------------------------------------
From Contributions and Withdrawals:
Contributions ................................................................ 37,129,570 24,024,782
Withdrawals .................................................................. (28,457,584) (17,761,493)
---------------------------------------------------------------------------------------------------------------
Net increase in net assets attributable to contributions and withdrawals ..... 8,671,986 6,263,289
---------------------------------------------------------------------------------------------------------------
Increase in Net Assets ....................................................... 31,305,813 16,713,522
Net Assets Attributable to Contractowners -- Beginning of Period ............. 113,476,549 96,763,027
---------------------------------------------------------------------------------------------------------------
Net Assets Attributable to Contractowners -- End of Period ................... $144,782,362 $113,476,549
===============================================================================================================
The accompanying notes are an integral part of these financial statements.
FSA-22
--------------------------------------------------------------------------------
Separate Account No. 200
(The Small Cap Growth Fund)
of AXA Equitable Life Insurance Company
Statement of Assets and Liabilities
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Assets:
Investments in shares of The Fidelity Small Cap Stock Fund -- at value
(cost: $139,261,536) (Note 1)....................................... $150,053,718
Cash ................................................................. 79,551
Receivable for Securities Sold ....................................... 175,561
----------------------------------------------------------------------------------------
Total assets ......................................................... 150,308,830
----------------------------------------------------------------------------------------
Liabilities:
Due to AXA Equitable's General Account ............................... 169,961
Accrued expenses ..................................................... 174,917
----------------------------------------------------------------------------------------
Total liabilities .................................................... 344,878
----------------------------------------------------------------------------------------
Net Assets Attributable to Contractowners ............................ $149,963,952
========================================================================================
ADA Units Outstanding ................................................ 2,265,358
ADA Unit Value ....................................................... $ 66.20
The accompanying notes are an integral part of these financial statements.
FSA-23
--------------------------------------------------------------------------------
Separate Account No. 200
(The Small Cap Growth Fund)
of AXA Equitable Life Insurance Company
Statement of Operations
Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Investment Income (Note 2):
Dividends from The Fidelity Small Cap Stock Fund ......................... $ --
-------------------------------------------------------------------------------------------
Expenses (Note 4):
Administration fees and program expense charge ........................... (942,777)
Operating expenses ....................................................... (87,965)
-------------------------------------------------------------------------------------------
Total expenses ........................................................... (1,030,742)
-------------------------------------------------------------------------------------------
Net investment loss ...................................................... (1,030,742)
-------------------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss) on Investments (Note 2):
Net realized gain from share transactions ................................ 1,419,517
Realized gain distributions from The Fidelity Small Cap Stock Fund ....... 11,788,681
Change in unrealized appreciation/depreciation of investments ............ 3,256,507
-------------------------------------------------------------------------------------------
Net realized and unrealized gain on investments .......................... 16,464,705
-------------------------------------------------------------------------------------------
Net Increase in Net Assets Attributable to Operations .................... $15,433,963
===========================================================================================
The accompanying notes are an integral part of these financial statements.
FSA-24
--------------------------------------------------------------------------------
Separate Account No. 200
(The Small Cap Growth Fund)
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Year Ended December 31,
2006 2005
--------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets:
From Operations:
Net investment income (loss) ............................................................ $ (1,030,742) $ (957,660)
Net realized gain (loss) on investments ................................................. 13,208,198 10,185,084
Change in unrealized appreciation/depreciation of investments ........................... 3,256,507 414,980
--------------------------------------------------------------------------------------------------------------------------
Net increase in net assets attributable to operations ................................... 15,433,963 9,642,404
--------------------------------------------------------------------------------------------------------------------------
From Contributions and Withdrawals:
Contributions ........................................................................... 26,641,672 20,362,493
Withdrawals ............................................................................. (30,431,638) (32,056,904)
--------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets attributable to contributions and withdrawals ..... (3,789,966) (11,694,411)
--------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets ....................................................... 11,643,997 (2,052,007)
Net Assets Attributable to Contractowners -- Beginning of Period ........................ 138,319,955 140,371,962
--------------------------------------------------------------------------------------------------------------------------
Net Assets Attributable to Contractowners -- End of Period .............................. $149,963,952 $138,319,955
==========================================================================================================================
The accompanying notes are an integral part of these financial statements.
FSA-25
--------------------------------------------------------------------------------
Separate Account No. 206
of AXA Equitable Life Insurance Company
Statements of Assets and Liabilities
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
The Large The The Small The
Cap Growth Equity Income Cap Value Equity Index
Fund Fund Fund Fund
--------------------------------------------------------------------------------------------------------------------------------
Assets:
Investments in shares of Janus Adviser Forty Fund
- at value (cost: $41,470,476) ........................ $50,028,958
Investments in shares of Dodge & Cox Stock Fund
- at value (cost: $55,202,012) ........................ $56,493,288
Investments in shares of Wells Fargo Advantage Small
Cap Value Fund - at value (cost: $66,313,378) ......... $67,538,379
Investments in shares of Vanguard Institutional Index
Fund - at value (cost: $154,710,098) .................. $186,170,661
Receivable for investments .............................. 226,248 20,654 426,110 456,401
--------------------------------------------------------------------------------------------------------------------------------
Total Assets ............................................ 50,225,206 56,513,942 67,964,489 186,627,062
--------------------------------------------------------------------------------------------------------------------------------
Liabilities:
Due to AXA Equitable's General Account .................. 226,248 20,654 426,110 456,401
Accrued expenses ........................................ 105,084 53,905 40,738 79,852
--------------------------------------------------------------------------------------------------------------------------------
Total liabilities ....................................... 331,332 74,559 446,848 536,253
--------------------------------------------------------------------------------------------------------------------------------
Net Assets Attributable to Contractowners ............... $49,923,874 $56,439,383 $67,497,641 $186,090,809
================================================================================================================================
ADA Units Outstanding ................................... 10,019,220 3,935,939 2,951,533 5,791,332
ADA Unit Value .......................................... $ 4.98 $ 14.34 $ 22.87 $ 32.13
The accompanying notes are an integral part of these financial statements.
FSA-26
--------------------------------------------------------------------------------
Separate Account No. 206
of AXA Equitable Life Insurance Company
Statements of Assets and Liabilities (Concluded)
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
The LifeStrategy The LifeStrategy The U.S.
Income Moderate Growth Bond
Fund Fund Fund
----------------------------------------------------------------------------------------------------------------------
Assets:
Investments in shares of Vanguard LifeStrategy
Income Fund - at value (cost: $23,235,743) ................... $24,118,526
Investments in shares of Vanguard LifeStrategy
Moderate Growth Fund - at value (cost: $120,980,717) ......... $139,214,763
Investments in shares of Western Asset Core Bond
Portfolio - at value (cost: $23,399,484) ..................... $23,365,098
Due from AXA Equitable's General Account ....................... 17,570 84,501 --
Receivable for investments ..................................... -- -- 19,131
----------------------------------------------------------------------------------------------------------------------
Total Assets ................................................... 24,136,096 139,299,264 23,384,229
----------------------------------------------------------------------------------------------------------------------
Liabilities:
Due to AXA Equitable's General Account ......................... -- -- 19,131
Payable for investments purchased .............................. 17,570 84,501 --
Accrued expenses ............................................... 50,590 333,427 25,598
----------------------------------------------------------------------------------------------------------------------
Total liabilities .............................................. 67,090 417,928 44,729
----------------------------------------------------------------------------------------------------------------------
Net Assets Attributable to Contractowners ...................... $24,068,506 $138,881,336 $23,339,500
======================================================================================================================
ADA Units Outstanding .......................................... 1,333,591 5,965,656 1,875,168
ADA Unit Value ................................................. $ 18.05 $ 23.28 $ 12.45
The accompanying notes are an integral part of these financial statements.
FSA-27
--------------------------------------------------------------------------------
Separate Account No. 206
of AXA Equitable Life Insurance Company
Statements of Operations
Period Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
The Large The The Small
Cap Growth Equity Income Cap Value The Equity
Fund Fund Fund Index Fund
-----------------------------------------------------------------------------------------------------------------------------------
Investment Income (Note 2):
Dividends from Janus Adviser Forty Fund ........................ $ 37,935
Dividends from Putnam Dodge & Cox Stock Fund ................... $ 386,086
Dividends from Wells Fargo Advantage Small Cap Value Fund ...... $ --
Dividends from Vanguard Institutional Index Fund ............... $ 3,237,764
-----------------------------------------------------------------------------------------------------------------------------------
Total investment income ........................................ 37,935 386,086 -- 3,237,764
-----------------------------------------------------------------------------------------------------------------------------------
Expenses (Note 4):
Administration fees and program expense charge ................. (302,957) (265,859) (407,149) (1,367,467)
Operating expenses ............................................. (31,871) (21,150) (45,778) (86,433)
-----------------------------------------------------------------------------------------------------------------------------------
Total expenses ................................................. (334,828) (287,009) (452,927) (1,453,900)
-----------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) ................................... (296,893) 99,077 (452,927) 1,783,864
-----------------------------------------------------------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss) on Investments (Note 2):
Net realized gain from share transactions ...................... 4,479,313 6,152,315 1,608,990 3,102,165
Realized gain distributions .................................... 1,648,060 2,630,143 5,944,604
Unrealized appreciation/(depreciation) of investments .......... (1,476,283) (1,922,939) (275,511) 19,690,420
-----------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain on investments ................ 4,651,090 6,859,519 7,278,083 22,792,585
-----------------------------------------------------------------------------------------------------------------------------------
Net Increase in Net Assets Attributable to Operations .......... $ 4,354,197 $ 6,958,596 $6,825,156 $24,576,449
===================================================================================================================================
The accompanying notes are an integral part of these financial statements.
FSA-28
--------------------------------------------------------------------------------
Separate Account No. 206
of AXA Equitable Life Insurance Company
Statements of Operations (Concluded)
Period Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
The LifeStrategy The LifeStrategy The U.S.
Income Moderate Growth Bond
Fund Fund Fund
-----------------------------------------------------------------------------------------------------------------------
Investment Income (Note 2):
Dividends from Vanguard LifeStrategy Income Fund ............... $ 934,082
Dividends from Vanguard LifeStrategy Moderate Growth Fund ...... $ 3,640,594
Dividends from Western Asset Core Bond Portfolio ............... $1,068,241
-----------------------------------------------------------------------------------------------------------------------
Total investment income ........................................ 934,082 3,640,594 1,068,241
-----------------------------------------------------------------------------------------------------------------------
Expenses (Note 4):
Administration fees and program expense charge ................. (187,121) (1,018,539) (174,062)
Operating expenses ............................................. (24,240) (62,034) (28,248)
-----------------------------------------------------------------------------------------------------------------------
Total expenses ................................................. (211,361) (1,080,573) (202,310)
-----------------------------------------------------------------------------------------------------------------------
Net investment income .......................................... 722,721 2,560,021 865,931
-----------------------------------------------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss) on Investments (Note 2):
Net realized gain (loss) from share transactions ............... 91,411 1,209,797 (297,245)
Realized gain distributions .................................... 115,605
Unrealized appreciation/(depreciation) of investments .......... 668,757 11,644,465 541,117
-----------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments ......... 875,773 12,854,262 243,872
-----------------------------------------------------------------------------------------------------------------------
Net Increase in Net Assets Attributable to Operations .......... $1,598,494 $ 15,414,283 $1,109,803
=======================================================================================================================
The accompanying notes are an integral part of these financial statements.
FSA-29
--------------------------------------------------------------------------------
Separate Account No. 206
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets
--------------------------------------------------------------------------------
[Enlarge/Download Table]
The Large Cap
Growth Fund The Equity Income Fund
---------------------------- ---------------------------
Year Ended December 31, Year Ended December 31,
2006 2005 2006 2005
--------------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets:
From Operations:
Net investment income (loss) .................................. $ (296,893) $ (256,109) $ 99,077 $ 252,290
Net realized gain on investments .............................. 6,127,373 883,650 8,782,458 3,477,122
Unrealized appreciation/(depreciation) of investments ......... (1,476,283) 4,210,354 (1,922,939) (1,944,169)
--------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets attributable to operations ......... 4,354,197 4,837,895 6,958,596 1,785,243
--------------------------------------------------------------------------------------------------------------------------------
From Contributions and Withdrawals:
Contributions ................................................. 21,560,730 17,994,263 21,782,856 13,334,167
Withdrawals ................................................... (20,944,587) (7,788,524) (10,868,324) (6,976,397)
--------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets attributable to operations ......... 616,143 10,205,739 10,914,532 6,357,770
--------------------------------------------------------------------------------------------------------------------------------
Increase in Net Assets ........................................ 4,970,340 15,043,634 17,873,128 8,143,013
Net Assets Attributable to Contractowners --
Beginning of Period ......................................... 44,953,534 29,909,900 38,566,255 30,423,242
--------------------------------------------------------------------------------------------------------------------------------
Net Assets Attributable to Contractowners --
End of Period ............................................... $ 49,923,874 $44,953,534 $ 56,439,383 $38,566,255
================================================================================================================================
The accompanying notes are an integral part of these financial statements.
FSA-30
--------------------------------------------------------------------------------
Separate Account No. 206
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets
--------------------------------------------------------------------------------
[Enlarge/Download Table]
The Small Cap
Value Fund The Equity Index Fund
----------------------------- ----------------------------
Year Ended December 31, Year Ended December 31,
2006 2005 2006 2005
----------------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets:
From Operations:
Net investment income (loss) .................................. $ (452,927) $ (313,752) $ 1,783,864 $ 1,512,418
Net realized gain on investments .............................. 7,553,594 7,277,244 3,102,165 975,480
Unrealized appreciation/(depreciation) of investments ......... (275,511) (976,825) 19,690,420 11,770,142
----------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets attributable to operations ......... 6,825,156 5,986,667 24,576,449 14,258,040
----------------------------------------------------------------------------------------------------------------------------------
From Contributions and Withdrawals:
Contributions ................................................. 32,306,905 28,974,929 31,828,950 185,300,982
Withdrawals ................................................... (24,457,512) (18,152,428) (42,342,044) (27,531,568)
----------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets attributable to operations ......... 7,849,393 10,822,501 (10,513,094) 157,769,414
----------------------------------------------------------------------------------------------------------------------------------
Increase in Net Assets ........................................ 14,674,549 16,809,168 14,063,355 172,027,454
Net Assets Attributable to Contractowners --
Beginning of Period ......................................... 52,823,092 36,013,924 172,027,454 --
----------------------------------------------------------------------------------------------------------------------------------
Net Assets Attributable to Contractowners --
End of Period ............................................... $ 67,497,641 $ 52,823,092 $186,090,809 $172,027,454
==================================================================================================================================
The accompanying notes are an integral part of these financial statements.
FSA-31
--------------------------------------------------------------------------------
Separate Account No. 206
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets
--------------------------------------------------------------------------------
[Enlarge/Download Table]
The LifeStrategy The LifeStrategy
Income Fund Moderate Growth Fund
---------------------------- ----------------------------
Year Ended December 31, Year Ended December 31,
2006 2005 2006 2005
-----------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets:
From Operations:
Net investment income (loss) .................................. $ 722,721 $ 524,263 $ 2,560,021 $ 2,392,868
Net realized gain on investments .............................. 207,016 29,665 1,209,797 384,655
Unrealized appreciation/(depreciation) of investments ......... 668,757 214,027 11,644,465 6,589,580
-----------------------------------------------------------------------------------------------------------------------------
Net increase in net assets attributable to operations ......... 1,598,494 767,955 15,414,283 9,367,103
-----------------------------------------------------------------------------------------------------------------------------
From Contributions and Withdrawals:
Contributions ................................................. 4,201,191 26,064,792 16,352,311 129,348,677
Withdrawals ................................................... (5,966,889) (2,597,037) (19,507,046) (12,093,992)
-----------------------------------------------------------------------------------------------------------------------------
Net increase in net assets attributable to operations ......... (1,765,698) 23,467,755 (3,154,735) 117,254,685
-----------------------------------------------------------------------------------------------------------------------------
Increase in Net Assets ........................................ (167,204) 24,235,710 12,259,548 126,621,788
Net Assets Attributable to Contractowners --
Beginning of Period ......................................... 24,235,710 -- 126,621,788 --
-----------------------------------------------------------------------------------------------------------------------------
Net Assets Attributable to Contractowners --
End of Period ............................................... $24,068,506 $24,235,710 $138,881,336 $126,621,788
=============================================================================================================================
The accompanying notes are an integral part of these financial statements.
FSA-32
--------------------------------------------------------------------------------
Separate Account No. 206
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Concluded)
--------------------------------------------------------------------------------
[Enlarge/Download Table]
The U.S. Bond Fund
-----------------------------
Year Ended December 31,
2006 2005
------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets:
From Operations:
Net investment income ......................................... $ 865,931 $ 770,900
Net realized gain (loss) on investments ....................... (297,245) (60,702)
Unrealized appreciation/(depreciation) of investments ......... 541,117 (453,187)
------------------------------------------------------------------------------------------------
Net increase in net assets attributable to operations ......... 1,109,803 257,011
------------------------------------------------------------------------------------------------
From Contributions and Withdrawals:
Contributions ................................................. 8,304,732 9,763,452
Withdrawals ................................................... (9,110,877) (5,307,863)
------------------------------------------------------------------------------------------------
Net increase in net assets attributable to operations ......... (806,145) 4,455,589
------------------------------------------------------------------------------------------------
Increase in Net Assets ........................................ 303,658 4,712,600
Net Assets Attributable to Contractowners --
Beginning of Period ......................................... 23,035,842 18,323,242
------------------------------------------------------------------------------------------------
Net Assets Attributable to Contractowners --
End of Period ............................................... $23,339,500 $23,035,842
================================================================================================
The accompanying notes are an integral part of these financial statements.
FSA-33
Separate Account Nos. 191, 200 and 206
of AXA Equitable Life Insurance Company
-------------------------------------------------
Notes to Financial Statements
December 31, 2006 ------------------------------
-------------------------------------------------
1. General
Separate Account Nos. 191 (the Foreign Fund), 200 (the Small Cap Growth Fund)
and 206 (the Large Cap Growth Fund, the Equity Income Fund, the Small Cap
Value Fund, the Equity Index Fund, the LifeStrategy Income Fund, the
LifeStrategy Moderate Growth Fund and U.S. Bond Fund) (collectively the
Funds) of AXA Equitable Life Insurance Company ("AXA Equitable"), a
wholly-owned subsidiary of AXA Financial, Inc., were established in
conformity with the New York State Insurance Law. Pursuant to such law, to
the extent provided in the contracts, the net assets in the Funds are not
chargeable with liabilities arising out of any other business of AXA
Equitable.
AXA Equitable is the investment manager for the Funds.
Separate Account No. 191 invests 100% of its assets in Class A shares of the
Templeton Foreign Fund, a series of Templeton Funds, Inc., which is
registered under the Investment Company Act of 1940 as an open-end management
investment company. The investment manager of the Templeton Foreign Fund is
Templeton Global Advisors Ltd., an indirect wholly-owned subsidiary of
Franklin Resources, Inc.
Separate Account No. 200 invests 100% of its assets in Class A shares of the
Fidelity Small Cap Stock Fund, a series of MFS Series Trust II, which was
organized as a Massachusetts business trust and is registered under the 1940
Act as an open-end management investment company. The investment adviser of
the Fidelity Small Cap Stock Fund is Fidelity Management Research Company.
Separate Account No. 206 has seven investment funds. The Large Cap Growth
Fund invests 100% of its assets in Class I shares of the Janus Adviser Forty
Fund. The fund is managed by Janus Adviser Capital Management LLC. The Equity
Income Fund invests 100% of its assets in the Dodge & Cox Stock Fund. The
Fund is managed by Dodge & Cox Funds. The Small Cap Value Fund invests 100%
of its assets in Class A shares of the Wells Fargo Advantage Small Cap Value
Fund. The fund is managed by Wells Fargo Funds Management, LLC. The Equity
Index Fund invests 100% of its assets in Class A shares of the Vanguard
Institutional Index Fund. The fund is managed by the Vanguard Group. The
LifeStrategy Income Fund invests 100% of its assets in Class A shares of the
Vanguard LifeStrategy Income Fund. The fund is managed by the Vanguard Group.
The LifeStrategy Moderate Growth Fund invests 100% of its assets in Class A
shares of the Vanguard LifeStrategy Moderate Growth Fund. The fund is managed
by the Vanguard Group. The U.S. Bond Fund invests 100% of its assets in Class
A shares of the Western Assets Core Bond Fund. The fund is managed by Legg
Mason Adviser, Inc. These above funds are registered under the Investment
Company Act of 1940 as an open-end management investment company.
2. Significant Accounting Policies
The accompanying financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America
(GAAP). The preparation of financial statements in accordance with GAAP
requires management to make estimates and assumptions that affect the
reported amounts and disclosures. Actual results could differ from those
estimates.
Investments:
Realized gains and losses on investments include gains and losses on
redemptions of the underlying fund's shares (determined on the identified
cost basis) and capital gain distributions from the underlying funds.
Dividends and realized gain distributions from underlying funds are recorded
on ex-dividend date.
FSA-34
Separate Account Nos. 191, 200 and 206
of AXA Equitable Life Insurance Company
-------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006 ------------------------------
-------------------------------------------------
2. Significant Accounting Policies (Concluded)
Investment in the Templeton Foreign Fund, the Fidelity Small Cap Stock Fund,
the Janus Adviser Forty Fund, Dodge & Cox Stock Fund, the Wells Fargo
Advantage Small Cap Value Fund, the Vanguard Institutional Index Fund, the
Vanguard LifeStrategy Income Fund, the Vanguard LifeStrategy Moderate Growth
Fund and the Western Assets Core Bond Fund are valued at the underlying
mutual fund's net asset value per share.
Amounts due to/from the General Account represent receivables/payables for
policy related transactions predominately related to premiums, surrenders and
death benefits.
3. Expenses
Charges and fees relating to the Funds are deducted in accordance with the
terms of the various contracts which participate in the Funds. With respect
to the American Dental Association Members Retirement Program ("ADA"), these
expenses consist of program expense charge, administration fees, direct
expenses and record maintenance and report fees. These charges and fees are
paid to AXA Equitable and are recorded as expenses in the accompanying
statement of operations. The charges and fees are as follows:
Program Expense Charge - In the year prior to May 1, 2006 the expense charge
was made on the combined value of all investment options maintained under the
contract with AXA Equitable at a monthly rate of 1/12 of 0.635 of 1% for all
asset levels.
Effective May 1, 2006 an expense charge is made on the combined value of all
investment options maintained under the contract with AXA Equitable at a
monthly rate of 1/12 of 0.633 of 1%.
A portion of the Program Expense Charge assessed by AXA Equitable is made on
behalf of the ADA and is equal to a monthly rate of 1/12 of 0.02 of 1% for
all asset levels.
Administration Fees:
AXA Equitable receives a fee based on the value of the Foreign Fund, the
Equity Index Fund, the Small Cap Growth Fund, the Equity Income Fund, the
Large Cap Growth Fund, the Small Cap Value Fund and the U.S. Bond Fund at a
monthly rate of 1/12 of 0.15 of 1% of their respective ADA Program assets.
AXA Equitable has agreed to waive the 0.15% administration fee charged to the
Funds with the exception of the Equity Index Fund and U.S. Bond Fund. The
waiver is expected to be in effect for an indefinite period, but is subject
to termination by AXA Equitable upon notice. This charge is deducted from the
fund.
Operating Expenses:
In addition to the charges and fees mentioned above, the Funds are charged
for certain costs and expenses directly related to their operations. These
may include transfer taxes, SEC filing fees and certain related expenses
including printing of SEC filings, prospectuses and reports. Other expenses
are deducted from the fund.
A record maintenance and report fee of $3 is deducted quarterly from each
participant's aggregate account balance. For clients with Investment Only
plans, a record maintenance fee of $1 is deducted quarterly.
If a variable annuity payment option is elected, a $350 charge is deducted
from the amount used to purchase the annuity. A charge for state premium and
other taxes is deducted from the amount applied to provide an annuity payout
option.
An enrollment fee of $25 per participant is charged to the employer. If the
employer fails to pay these charges,
FSA-35
Separate Account Nos. 191, 200 and 206
of AXA Equitable Life Insurance Company
-------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006 ------------------------------
-------------------------------------------------
3. Expenses (Concluded)
the amount may be deducted from subsequent contributions from the
participants account balances.
4. Purchases and Sales on Investments
For the year ended December 31, 2006, the cost of purchases and proceeds of
sales on investment transactions were as follows for Separate Account Nos.
191, 200 and 206:
Purchases Sales
------------ -----------
The Foreign Fund ..................... $36,141,804 $13,602,142
The Small Cap Growth Fund ............ 24,442,584 17,456,768
The Large Cap Growth Fund ............ 15,271,215 13,295,537
The Equity Income Fund ............... 61,413,181 47,769,729
The Small Cap Value Fund ............. 26,352,545 13,002,284
The Equity Index Fund ................ 17,290,923 26,006,102
The LifeStrategy Income Fund ......... 3,973,731 4,905,355
The LifeStrategy Moderate Growth
Fund ............................... 12,613,955 13,201,018
The U.S. Bond Fund ................... 6,344,124 6,282,698
5. Taxes
No federal income tax was applicable to contracts participating in the Funds,
by reason of applicable provisions of the Internal Revenue Code and no
federal income tax payable by AXA Equitable will affect such contracts.
Accordingly, no federal income tax provision is required.
6. Changes in Units Outstanding
Accumulation units issued and redeemed during the periods indicated were (in
thousands):
Year Ended December 31,
-----------------------
2006 2005
----------- -----------
The Foreign Fund
Issued ..................................... 1,179 840
Redeemed ................................... (921) (609)
----- ----
Net Increase (Decrease) .................... 258 231
----- ----
The Small Cap Growth Fund
Issued ..................................... 443 361
Redeemed ................................... (511) (568)
----- ----
Net Increase (Decrease) .................... (68) (207)
----- ----
The Large Cap Growth Fund
Issued ..................................... 4,716 4,234
Redeemed ................................... (4,555) (1,800)
------ ------
Net Increase (Decrease) .................... 161 2,434
------ ------
The Equity Income Fund
Issued ..................................... 1,706 1,123
Redeemed ................................... (917) (574)
------ ------
Net Increase (Decrease) .................... 789 549
------ ------
FSA-36
Separate Account Nos. 191, 200 and 206
of AXA Equitable Life Insurance Company
-------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006 ------------------------------
-------------------------------------------------
6. Changes in Units Outstanding (Concluded)
Year Ended December
31,
---------------------
2006 2005
----------- ---------
The Small Cap Value Fund
Issued .............................................. 1,585 1,549
Redeemed ............................................ (1,223) (969)
------ -----
Net Increase (Decrease) ............................. 362 580
------ -----
The Equity Index Fund(a)
Issued .............................................. 1,101 6,826
Redeemed ............................................ (1,458) (680)
------ -----
Net Increase (Decrease) ............................. (357) 6,146
------ -----
The LifeStrategy Income Fund(a)
Issued .............................................. 244 1,563
Redeemed ............................................ (346) (129)
------ -----
Net Increase (Decrease) ............................. (102) 1,434
------ -----
The Vanguard LifeStrategy Moderate Growth Fund(a)
Issued .............................................. 769 6,441
Redeemed ............................................ (909) (336)
------ -----
Net Increase (Decrease) ............................. (140) 6,105
------ -----
The U.S. Bond Fund
Issued .............................................. 688 827
Redeemed ............................................ (758) (446)
------ -----
Net Increase (Decrease) ............................. (70) 381
------ -----
(a) Commenced operations on April 29, 2005.
7. Investment Income Ratio
Shown below is the investment income ratio throughout the periods indicated
for the Separate Account Nos. 191, 200 and 206.
These amounts represent the dividends, excluding distributions of capital
gains, received by the Funds from the underlying mutual fund, net of
management fees assessed by the fund manager, divided by the average net
assets. These ratios exclude those expenses, such as asset-based charges,
that result in direct reductions in the unit values. The recognition of
investment income by the Funds is affected by the timing of the declaration
of dividends by the underlying mutual fund in which the Funds invest.
[Enlarge/Download Table]
Year Ended December 31,
----------------------------------------------------
2006 2005 2004 2002 2002
---------- ---------- ---------- ---------- --------
The Foreign Fund ...................................... 3.94% 1.97% 2.23% 2.11% 1.55%
The Small Cap Growth Fund ............................. --% -- 7.60% -- --
The Large Cap Growth Fund ............................. 0.08% -- -- -- --
The Equity Income Fund ................................ 0.90% 0.35% 1.33% 1.55% 1.54%
The Small Cap Value Fund(a) ........................... --% -- 13.67% 5.72% --
The Equity Index Fund (b) (c) ......................... 1.85% 1.43% -- -- --
The LifeStrategy Income Fund (b) (c) .................. 3.91% 2.81% -- -- --
The LifeStrategy Moderate Growth Fund (b) (c) ......... 2.79% 2.47% -- -- --
FSA-37
Separate Account Nos. 191, 200 and 206
of AXA Equitable Life Insurance Company
-------------------------------------------------
Notes to Financial Statements (Continued)
December 31, 2006 ------------------------------
-------------------------------------------------
7. Investment Income Ratio (Concluded)
[Download Table]
Year Ended December 31,
--------------------------------------------------
2006 2005 2004 2002 2002
------ ------ ------ ----- ------
The U.S. Bond Fund(a) ......... 4.79% 4.64% 6.04% 5.90% 2.13%
-----------
(a) Commenced operations on July 22, 2002.
(b) Commenced operations on April 29, 2005.
(c) Unannualized.
8. Accumulation Unit Values
Shown below is accumulation unit value information for ADA units outstanding
of Separate Accounts 191, 200 and 206.
[Enlarge/Download Table]
Year Ended December 31,
----------------------------------------------------------
2006 2005 2004 2003 2002
-------- -------- -------- -------- -------
The Foreign Fund, 0.70%*
Unit Value, end of period .............................. $ 36.48 $ 30.58 $ 27.76 $ 23.67 $ 18.28
Net Assets (000's) ..................................... $144,782 $113,477 $ 96,763 $ 80,270 $62,482
Number of units outstanding, end of period (000's) 3,968 3,710 3,485 3,391 3,418
Total Return** ......................................... 19.29% 10.17% 17.26% 29.49% (9.37)%
The Small Cap Growth Fund, 0.69%*
Unit Value, end of period .............................. $ 66.20 $ 59.31 $ 55.26 $ 48.91 $ 37.38
Net Assets (000's) ..................................... $149,964 $138,320 $140,372 $124,110 $90,567
Number of units outstanding, end of period (000's) 2,265 2,333 2,541 2,537 2,423
Total Return** ......................................... 11.61% 7.35% 12.97% 30.85% (35.95)%
The Large Cap Growth Fund, 0.70%*
Unit Value, end of period .............................. $ 4.98 $ 4.55 $ 4.00 $ 3.43 $ 2.77
Net Assets (000's) ..................................... 49,924 $ 44,954 $ 29,910 $ 19,040 $13,675
Number of units outstanding, end of period (000's) 10,019 9,858 7,462 5,557 4,948
Total Return** ......................................... 9.45% 13.82% 16.62% 23.83% (41.81)%
The Equity Income Fund, 0.67%*
Unit Value, end of period .............................. $ 14.34 $ 12.25 $ 11.67 $ 10.49 $ 8.35
Net Assets (000's) ..................................... $ 56,439 $ 38,566 $ 30,423 $ 22,399 $15,250
Number of units outstanding, end of period (000's) 3,936 3,147 2,605 2,134 1,827
Total Return** ......................................... 17.06% 4.95% 11.24% 25.63% (13.74)%
The Small Cap Value Fund(a), 0.70%*
Unit Value, end of period .............................. $ 22.87 $ 20.38 $ 17.85 $ 14.99 $ 10.23
Net Assets (000's) ..................................... $ 67,498 $ 52,823 $ 36,014 $ 18,518 $ 2,123
Number of units outstanding, end of period (000's) 2,952 2,590 2,016 1,235 207
Total Return** ......................................... 12.22% 14.19% 19.07% 46.53% 2.30%
The Equity Index Fund(b), 0.83%
Unit Value, end of period .............................. $ 32.13 $ 27.98
Net Assets (000's) ..................................... $186,091 $172,027 -- -- --
Number of units outstanding, end of period (000's) 5,791 6,148 -- -- --
Total Return** ......................................... 14.83% 3.98% -- -- --
FSA-38
Separate Account Nos. 191, 200 and 206
of AXA Equitable Life Insurance Company
-------------------------------------------------
Notes to Financial Statements (Concluded)
December 31, 2006 ------------------------------
-------------------------------------------------
8. Accumulation Unit Values (Concluded)
[Enlarge/Download Table]
Year Ended December 31,
------------------------------------------------------------
2006 2005 2004 2003 2002
-------- -------- -------- -------- -------
The LifeStrategy Income Fund(b), 0.88%
Unit Value, end of period ........................... $ 18.05 $ 16.87 -- -- --
Net Assets (000's) .................................. $ 24,069 $ 24,236 -- -- --
Number of units outstanding, end of period (000's) 1,334 1,436 -- -- --
Total Return** ...................................... 6.99% 2.09% -- -- --
The LifeStrategy Moderate Growth Fund(b), 0.83%
Unit Value, end of period ........................... $ 23.28 $ 20.71 -- -- --
Net Assets (000's) .................................. $138,881 $126,622 -- -- --
Number of units outstanding, end of period (000's) 5,966 6,106 -- -- --
Total Return ........................................ 12.41% 4.74% -- -- --
The U.S. Bond Fund(a), 0.91%*
Unit Value, end of period ........................... $ 12.45 $ 11.83 $ 11.68 $ 11.22 $10.53
Net Assets (000's) .................................. $ 23,340 $ 23,036 $18,323 $12,039 $5,962
Number of units outstanding, end of period (000's) 1,875 1,945 1,567 1,073 566
Total Return** ...................................... 5.24% 1.29% 4.13% 6.55% 5.30%
-----------
* Expenses as percentage of average net assets (0.70%, 0.69%, 0.70%,
0.67%, 0.70%, 0.83%, 0.88%, 0.83%, and 0.91% annualized) consisting of
administrative fees, program expenses and certain operating expenses for
each period indicated. The ratios included only those expenses that
result in a direct reduction to unit values. Charges made directly to
contract owner account through the redemption of units and expenses of
the underlying fund have been excluded. The summary may not reflect the
minimum and maximum contract charges offered by the Company as
contractowners may not have selected all available and applicable
contract options.
** These amounts represent the total return for the periods indicated,
including changes in the value of the underlying fund, and expenses
assessed through the reduction of unit values. These ratios do not
include any expenses assessed through the redemption of units.
Investment options with a date notation indicate the effective date of
that investment option in the fund. The total return is calculated for
each period indicated from the effective date through the end of the
reporting period.
(a) Commenced operations on July 22, 2002.
(b) Commenced operations on April 29, 2005.
FSA-39
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholder of
AXA Equitable Life Insurance Company
In our opinion, based on our audits and the reports of other auditors, the
accompanying consolidated balance sheets and the related consolidated statements
of earnings, of shareholder's equity and comprehensive income and of cash flows
present fairly, in all material respects, the financial position of AXA
Equitable Life Insurance Company and its subsidiaries ("AXA Equitable") at
December 31, 2006 and 2005, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2006 in
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of AXA Equitable's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the financial statements of
AllianceBernstein L.P. and AllianceBernstein Holding L.P., subsidiaries of AXA
Equitable, as of and for the year ended December 31, 2005, whose statements
reflect total assets of seven percent of the related consolidated total as of
December 31, 2005, and total revenues of thirty-six percent of the related
consolidated total for the year ended December 31, 2005. Those statements were
audited by other auditors whose reports thereon have been furnished to us, and
our opinion expressed herein, insofar as it relates to the amounts included for
AllianceBernstein L.P. and AllianceBernstein Holding L.P., is based solely on
the reports of the other auditors. We conducted our audits of these statements
in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits and the reports of other auditors provide a reasonable
basis for our opinion.
As discussed in Note 2 of the Notes to Consolidated Financial Statements, the
Company changed its method of accounting for share-based compensation on
January 1, 2006, for defined benefit pension and other postretirement plans on
December 31, 2006 and for certain nontraditional long-duration contracts and
Separate Accounts on January 1, 2004.
/s/ PricewaterhouseCoopers LLP
New York, New York
March 15, 2007
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The General Partner and Unitholders
AllianceBernstein L.P.
We have audited the accompanying consolidated statement of financial condition
of AllianceBernstein L.P. and subsidiaries ("AllianceBernstein"), formerly
Alliance Capital Management L.P., as of December 31, 2005, and the related
consolidated statements of income, changes in partners' capital and
comprehensive income and cash flows for each of the years in the two-year period
ended December 31, 2005. These consolidated financial statements are the
responsibility of the management of the General Partner. Our responsibility is
to express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of AllianceBernstein as
of December 31, 2005, and the results of their operations and their cash flows
for each of the years in the two-year period ended December 31, 2005, in
conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
New York, New York
February 24, 2006
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The General Partner and Unitholders
AllianceBernstein Holding L.P.
We have audited the accompanying statement of financial condition of
AllianceBernstein Holding L.P. ("AllianceBernstein Holding"), formerly Alliance
Capital Management Holding L.P., as of December 31, 2005, and the related
statements of income, changes in partners' capital and comprehensive income and
cash flows for each of the years in the two-year period ended December 31, 2005.
These financial statements are the responsibility of the management of the
General Partner. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AllianceBernstein Holding as of
December 31, 2005, and the results of its operations and its cash flows for each
of the years in the two-year period ended December 31, 2005, in conformity with
U.S. generally accepted accounting principles.
/s/ KPMG LLP
New York, New York
February 24, 2006
F-3
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2006 AND 2005
[Enlarge/Download Table]
2006 2005
--------------- --------------
(IN MILLIONS)
ASSETS
Investments:
Fixed maturities available for sale, at estimated fair value.............. $ 29,031.1 $ 30,034.8
Mortgage loans on real estate............................................. 3,240.7 3,233.9
Equity real estate, held for the production of income..................... 569.6 616.2
Policy loans.............................................................. 3,898.1 3,824.2
Other equity investments.................................................. 1,562.1 1,208.5
Trading securities........................................................ 465.1 314.3
Other invested assets..................................................... 891.6 890.2
--------------- --------------
Total investments....................................................... 39,658.3 40,122.1
Cash and cash equivalents................................................... 1,268.0 1,112.1
Cash and securities segregated, at estimated fair value..................... 1,864.0 1,720.8
Broker-dealer related receivables........................................... 3,481.0 2,929.1
Deferred policy acquisition costs........................................... 8,316.5 7,557.3
Goodwill and other intangible assets, net................................... 3,738.6 3,758.8
Amounts due from reinsurers................................................. 2,689.3 2,604.4
Loans to affiliates......................................................... 400.0 400.0
Other assets................................................................ 3,068.8 3,787.6
Separate Accounts' assets................................................... 84,801.6 69,997.0
--------------- --------------
TOTAL ASSETS................................................................ $ 149,286.1 $ 133,989.2
=============== ==============
LIABILITIES
Policyholders' account balances............................................. $ 26,439.0 $ 27,194.0
Future policy benefits and other policyholders liabilities.................. 14,085.4 13,997.8
Broker-dealer related payables.............................................. 950.3 1,226.9
Customers related payables.................................................. 3,980.7 2,924.3
Amounts due to reinsurers................................................... 1,070.8 1,028.3
Short-term and long-term debt............................................... 783.0 855.4
Loans from affiliates....................................................... 325.0 325.0
Income taxes payable........................................................ 2,974.2 2,895.6
Other liabilities........................................................... 1,815.8 1,735.0
Separate Accounts' liabilities.............................................. 84,801.6 69,997.0
Minority interest in equity of consolidated subsidiaries.................... 2,289.9 2,096.4
Minority interest subject to redemption rights.............................. 288.0 271.6
--------------- --------------
Total liabilities....................................................... 139,803.7 124,547.3
--------------- --------------
Commitments and contingent liabilities (Notes 2, 5, 9, 18 and 19)
SHAREHOLDER'S EQUITY
Common stock, $1.25 par value, 2.0 million shares authorized,
issued and outstanding................................................... 2.5 2.5
Capital in excess of par value.............................................. 5,139.6 4,976.3
Retained earnings........................................................... 4,507.6 4,030.8
Accumulated other comprehensive (loss) income............................... (167.3) 432.3
--------------- --------------
Total shareholder's equity.............................................. 9,482.4 9,441.9
--------------- --------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY.................................. $ 149,286.1 $ 133,989.2
=============== ==============
See Notes to Consolidated Financial Statements.
F-4
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
[Enlarge/Download Table]
2006 2005 2004
--------------- --------------- ---------------
(IN MILLIONS)
REVENUES
Universal life and investment-type product
policy fee income........................................... $ 2,252.7 $ 1,889.3 $ 1,595.4
Premiums...................................................... 817.8 881.7 879.6
Net investment income......................................... 2,397.0 2,491.8 2,500.8
Investment gains, net......................................... 46.9 55.4 65.0
Commissions, fees and other income............................ 4,373.0 3,626.2 3,384.1
--------------- --------------- ---------------
Total revenues.......................................... 9,887.4 8,944.4 8,424.9
--------------- --------------- ---------------
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits....................................... 1,960.5 1,859.8 1,867.1
Interest credited to policyholders' account balances.......... 1,082.5 1,065.5 1,038.1
Compensation and benefits..................................... 2,090.4 1,802.9 1,604.9
Commissions................................................... 1,394.4 1,128.7 1,017.3
Distribution plan payments.................................... 292.9 292.0 374.2
Amortization of deferred sales commissions.................... 100.4 132.0 177.4
Interest expense.............................................. 70.4 76.3 76.8
Amortization of deferred policy acquisition costs............. 689.3 601.3 472.9
Capitalization of deferred policy acquisition costs........... (1,363.4) (1,199.4) (1,015.9)
Rent expense.................................................. 204.1 165.2 185.0
Amortization of other intangible assets....................... 23.6 23.5 22.9
Other operating costs and expenses............................ 1,262.6 952.4 928.4
--------------- --------------- ---------------
Total benefits and other deductions..................... 7,807.7 6,900.2 6,749.1
--------------- --------------- ---------------
Earnings from continuing operations before
income taxes and minority interest.......................... 2,079.7 2,044.2 1,675.8
Income taxes.................................................. (427.3) (519.2) (396.9)
Minority interest in net income of consolidated subsidiaries.. (599.9) (466.9) (384.0)
--------------- --------------- ---------------
Earnings from continuing operations........................... 1,052.5 1,058.1 894.9
Earnings from discontinued operations, net of income taxes.... 26.2 15.7 6.8
(Losses) gains on disposal of discontinued operations,
net of income taxes........................................ (1.9) - 31.1
Cumulative effect of accounting changes, net of
income taxes............................................... - - (2.9)
--------------- --------------- ---------------
Net Earnings.................................................. $ 1,076.8 $ 1,073.8 $ 929.9
=============== =============== ===============
See Notes to Consolidated Financial Statements.
F-5
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY AND COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
[Enlarge/Download Table]
2006 2005 2004
--------------- -------------- --------------
(IN MILLIONS)
SHAREHOLDER'S EQUITY
Common stock, at par value, beginning and end of year............. $ 2.5 $ 2.5 $ 2.5
--------------- -------------- --------------
Capital in excess of par value, beginning of year................. 4,976.3 4,890.9 4,848.2
Changes in capital in excess of par value......................... 163.3 85.4 42.7
--------------- -------------- --------------
Capital in excess of par value, end of year....................... 5,139.6 4,976.3 4,890.9
--------------- -------------- --------------
Retained earnings, beginning of year.............................. 4,030.8 3,457.0 3,027.1
Net earnings...................................................... 1,076.8 1,073.8 929.9
Dividends on common stock......................................... (600.0) (500.0) (500.0)
--------------- -------------- --------------
Retained earnings, end of year.................................... 4,507.6 4,030.8 3,457.0
--------------- -------------- --------------
Accumulated other comprehensive income, beginning of year......... 432.3 874.1 892.8
Other comprehensive loss ......................................... (150.1) (441.8) (18.7)
Adjustment to initially apply SFAS No.158, net of income taxes ... (449.5) - -
--------------- -------------- --------------
Accumulated other comprehensive (loss) income, end of year........ (167.3) 432.3 874.1
--------------- -------------- --------------
TOTAL SHAREHOLDER'S EQUITY, END OF YEAR........................... $ 9,482.4 $ 9,441.9 $ 9,224.5
=============== ============== ==============
COMPREHENSIVE INCOME
Net earnings...................................................... $ 1,076.8 $ 1,073.8 $ 929.9
--------------- -------------- --------------
Change in unrealized losses, net of reclassification
adjustments.................................................... (150.1) (441.8) (31.1)
Cumulative effect of accounting changes........................... - - 12.4
--------------- -------------- --------------
Other comprehensive loss.......................................... (150.1) (441.8) (18.7)
--------------- -------------- --------------
COMPREHENSIVE INCOME.............................................. $ 926.7 $ 632.0 $ 911.2
=============== ============== ==============
See Notes to Consolidated Financial Statements.
F-6
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
[Enlarge/Download Table]
2006 2005 2004
--------------- --------------- ---------------
(IN MILLIONS)
Net earnings.................................................. $ 1,076.8 $ 1,073.8 $ 929.9
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Interest credited to policyholders' account balances........ 1,082.5 1,065.5 1,038.1
Universal life and investment-type product
policy fee income......................................... (2,252.7) (1,889.3) (1,595.4)
Net change in broker-dealer and customer related
receivables/payables...................................... 117.2 (347.4) 379.6
Investment gains, net....................................... (46.9) (55.4) (65.0)
Change in deferred policy acquisition costs................. (674.1) (598.1) (543.0)
Change in future policy benefits............................ 52.7 64.4 129.3
Change in income tax payable................................ 425.9 340.5 349.6
Change in accounts payable and accrued expenses............. 85.5 23.7 (27.4)
Change in segregated cash and securities, net............... (143.2) (231.8) (203.2)
Minority interest in net income of consolidated subsidiaries 599.9 466.9 384.1
Change in fair value of guaranteed minimum income
benefit reinsurance contracts............................. 14.8 (42.6) (61.0)
Amortization of deferred sales commissions.................. 100.4 132.0 177.4
Other depreciation and amortization......................... 144.9 149.6 210.3
Amortization of other intangible assets, net................ 23.6 23.6 22.9
Losses (gains) on disposal of discontinued operations ...... 1.9 - (31.1)
Other, net.................................................. 363.5 (134.6) 14.3
--------------- --------------- ---------------
Net cash provided by (used in) operating activities........... 972.7 40.8 1,109.4
--------------- --------------- ---------------
Cash flows from investing activities:
Maturities and repayments................................... 2,962.2 2,926.2 3,341.9
Sales of investments........................................ 1,536.9 2,432.9 2,983.6
Purchases of investments.................................... (4,262.3) (5,869.1) (7,052.5)
Change in short-term investments............................ 65.6 13.8 (18.4)
Purchase of minority interest in consolidated subsidiary ... - - (410.7)
Increased in capitalized software, leasehold improvements
and EDP equipment ....................................... (146.1) (101.2) (69.3)
Other, net.................................................. (390.4) (116.3) 173.2
--------------- --------------- ---------------
Net cash used in investing activities......................... (234.1) (713.7) (1,052.2)
--------------- --------------- ---------------
F-7
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Cash flows from financing activities:
Policyholders' account balances:
Deposits.................................................. $ 3,865.2 $ 3,816.8 $ 4,029.4
Withdrawals from and transfers to Separate Accounts....... (3,569.1) (2,779.1) (2,716.0)
Net change in short-term financings......................... 327.7 - -
Repayments of long-term debt ............................... (400.0) (400.0) -
Proceeds in loans from affiliates........................... - 325.0 -
Shareholder dividends paid.................................. (600.0) (500.0) (500.0)
Other, net.................................................. (206.5) (417.3) (130.1)
----------------- ----------------- -----------------
Net cash (used in) provided by financing activities........... (582.7) 45.4 683.3
----------------- ----------------- -----------------
Change in cash and cash equivalents........................... 155.9 (627.5) 740.5
Cash and cash equivalents, beginning of year.................. 1,112.1 1,739.6 999.1
----------------- ----------------- -----------------
Cash and Cash Equivalents, End of Year........................ $ 1,268.0 $ 1,112.1 $ 1,739.6
================= ================= =================
Supplemental cash flow information:
Interest Paid............................................... $ 59.9 $ 74.5 $ 86.2
================= ================= =================
Income Taxes (Refunded) Paid................................ $ (40.8) $ 146.5 $ 154.4
================= ================= =================
See Notes to Consolidated Financial Statements.
F-8
AXA EQUITABLE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1) ORGANIZATION
AXA Equitable Life Insurance Company ("AXA Equitable," and collectively
with its consolidated subsidiaries the "Company") is an indirect, wholly
owned subsidiary of AXA Financial, Inc. ("AXA Financial," and
collectively with its consolidated subsidiaries, "AXA Financial Group").
AXA Financial is a wholly owned subsidiary of AXA, a French holding
company for an international group of insurance and related financial
services companies.
The Company conducts operations in two business segments: the Insurance
and Investment Management segments. The Company's management evaluates
the performance of each of these segments independently and allocates
resources based on current and future requirements of each segment.
Insurance
---------
The Insurance segment offers a variety of traditional, variable and
interest-sensitive life insurance products, variable and fixed-interest
annuity products, mutual funds and other investment products and asset
management to individuals and small and medium size businesses and
professional and trade associations. This segment includes Separate
Accounts for individual insurance and annuity products.
The Company's insurance business is conducted principally by AXA
Equitable and its wholly owned life insurance subsidiary, AXA Life and
Annuity Company ("AXA Life"), formerly The Equitable of Colorado.
Investment Management
---------------------
The Investment Management segment (formerly the Investment Services
segment) is principally comprised of the investment management business
of AllianceBernstein L.P., a Delaware limited partnership, and its
subsidiaries ("AllianceBernstein"). AllianceBernstein provides research,
diversified investment management and related services globally to a
broad range of clients. Its principal services include: (a)
institutional investments, including unaffiliated corporate and public
employee pension funds, endowment funds, domestic and foreign
institutions and governments, by means of separately managed accounts,
sub-advisory relationships, structured products, group trusts, mutual
funds and other investment vehicles, (b) retail, servicing individual
investors, primarily by means of retail mutual funds, sub-advisory
relationships in respect of mutual funds sponsored by third parties,
separately managed account programs that are sponsored by various
financial intermediaries worldwide, and other investment vehicles, (c)
private clients, including high-net-worth individuals, trusts and
estates, charitable foundations, partnerships, private and family
corporations and other entities, by means of separately managed
accounts, hedge funds, mutual funds, and other investment vehicles, and
(d) institutional research by means of in-depth independent, fundamental
research, portfolio strategy, trading and brokerage-related services.
Principal subsidiaries of AllianceBernstein include: SCB Inc., formally
known as Sanford C. Bernstein, Inc. ("Bernstein"), Sanford C. Bernstein
& Co. LLC ("SCB LLC"), Sanford C. Bernstein Limited ("SCBL") and SCB
Partners, Inc. ("SCB Partners"). This segment includes institutional
Separate Accounts principally managed by AllianceBernstein that provide
various investment options for large group pension clients, primarily
defined benefit and contribution plans, through pooled or single group
accounts.
In October 2000, AllianceBernstein acquired substantially all of the
assets and liabilities of SCB Inc (the "Bernstein Acquisition"). AXA
Financial agreed to provide liquidity to these former Bernstein
shareholders after a two-year lockout period that ended October 2002.
Since 2002, the Company acquired 18.9 million units in AllianceBernstein
L.P. ("AllianceBernstein Units") at the aggregate market price of $660.4
million from SCB Inc and SCB Partners under a preexisting agreement and
recorded additional goodwill of $217.9 million and other intangible
assets of $26.9 million. Minority interest subject to redemption rights
represents the remaining 16.3 million of private AllianceBernstein Units
issued to former Bernstein shareholders in connection with
AllianceBernstein's acquisition of Bernstein. At December 31, 2006 and
2005, the Company's consolidated economic interest in AllianceBernstein
was 45.6% and 46.3%, respectively. At December 31, 2006 and 2005,
AXA Financial Group's consolidated economic interest in
AllianceBernstein was approximately 60.3% and 61.1%, respectively. On
F-9
February 23, 2007, AXA Financial purchased another tranche of 8.16
million AllianceBernstein Units pursuant to an exercise of the
AllianceBernstein put at a purchase price of approximately $745.7
million. After the purchase, together with its ownership with other AXA
Financial Group companies, the beneficial ownership in AllianceBernstein
L.P. increased by approximately 3% to 63.3%. The remaining 8.16 million
AllianceBernstein Units may be sold to AXA Financial at the prevailing
market price no sooner than nine months after the February 23, 2007
purchase or over the following period ending October 2, 2009.
2) SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
-----------------------------------------------------
The preparation of the accompanying consolidated financial statements in
conformity with generally accepted accounting principles in the United
States of America ("GAAP") requires management to make estimates and
assumptions (including normal, recurring accruals) that affect the
reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates. The
accompanying consolidated financial statements reflect all adjustments
necessary in the opinion of management to present fairly the
consolidated financial position of the Company and its consolidated
results of operations and cash flows for the periods presented.
The accompanying consolidated financial statements include the accounts
of AXA Equitable and its subsidiary engaged in insurance related
businesses (collectively, the "Insurance Group"); other subsidiaries,
principally AllianceBernstein; and those investment companies,
partnerships and joint ventures in which AXA Equitable or its
subsidiaries has control and a majority economic interest as well as
those variable interest entities ("VIEs") that meet the requirements for
consolidation.
All significant intercompany transactions and balances have been
eliminated in consolidation. The years "2006," "2005" and "2004" refer
to the years ended December 31, 2006, 2005 and 2004, respectively.
Certain reclassifications have been made in the amounts presented for
prior periods to conform those periods to the current presentation. The
consolidated statements of cash flows for 2005 and 2004 have been
revised to reflect cash outflows related to capitalized software,
leasehold improvements and EDP equipment as cash used in investing
activities rather than cash used by operating activities to be
consistent with the 2006 presentation.
Accounting Changes
------------------
On December 31, 2006, the Company implemented SFAS No. 158, "Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans,"
requiring employers to recognize the over or under funded status of such
benefit plans as an asset or liability in the balance sheet for
reporting periods ending after December 15, 2006 and to recognize
subsequent changes in that funded status as a component of other
comprehensive income. The funded status of a plan is measured as the
difference between plan assets at fair value and the projected benefit
obligation for pension plans or the benefit obligation for any other
postretirement plan. SFAS No. 158 does not change the determination of
net periodic benefit cost or its presentation in the statement of
earnings. However, its requirements represent a significant change to
previous accounting guidance that generally delayed recognition of
certain changes in plan assets and benefit obligations in the balance
sheet and only required disclosure of the complete funded status of the
plans in the notes to the financial statements.
As required by SFAS No. 158, the $449.5 million, net of income tax and
minority interest, impact of initial adoption has been reported as an
adjustment to the December 31, 2006 balance of accumulated other
comprehensive income in the accompanying consolidated financial
statements. The consequent recognition of the funded status of its
defined benefit pension at December 31, 2006 reduced total assets by
approximately $684.2 million, due to the reduction of prepaid pension
cost of $684.2 million and decreased total liabilities by approximately
$234.7 million. The change in liabilities principally resulted from the
decrease in income taxes payable of $242.7 million partially offset by
an increase in benefit plan liabilities of $12.0 million. See Note 12
of Notes to Consolidated Financial Statements for further information.
SFAS No. 158 imposes an additional requirement, effective for fiscal
years ending after December 15, 2008, to measure plan assets and benefit
obligations as of the date of the employer's year-end balance sheet,
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thereby eliminating the option to elect an earlier measurement date
alternative of not more than three months prior to that date, if used
consistently each year. This provision of SFAS No. 158 will have no
impact on the Company as it already uses a December 31 measurement date
for all of its plan assets and benefits obligations.
On January 1, 2006, the Company adopted SFAS No. 123(R), "Share-Based
Payment". To effect its adoption, the Company elected the "modified
prospective method" of transition. Under this method, prior-period
results were not restated. Prior to the adoption of SFAS No. 123(R), The
Company had elected to continue to account for stock-based compensation
in accordance with Accounting Principles Board Opinion ("APB") No. 25,
"Accounting for Stock Issued to Employees," and, as a result, the
recognition of stock-based compensation expense generally was limited to
amounts attributed to awards of restricted shares and various
cash-settled programs such as stock appreciation rights. SFAS No. 123(R)
requires the cost of all share-based payments to employees to be
recognized in the financial statements based on their fair values,
resulting in compensation expense for certain types of the Company's
equity-classified award programs for which no cost previously would have
been charged to net earnings under APB No. 25, most notably for employee
options to purchase AXA American Depository Receipts ("ADRs") and AXA
ordinary shares and for employee stock purchase plans. As a result of
adopting SFAS No. 123(R) on January 1, 2006, consolidated earnings from
continuing operations before income taxes and minority interest for 2006
and consolidated net earnings for 2006 were $46.9 million and $29.9
million lower, respectively, than if these plans had continued to be
accounted for under APB No. 25.
Under the modified prospective method, the Company applied the
measurement, recognition, and attribution requirements of SFAS No.
123(R) to stock-based compensation awards granted, modified, repurchased
or cancelled on or after January 1, 2006. In addition, beginning in
first quarter 2006, costs associated with unvested portions of
outstanding employee stock option awards at January 1, 2006 that prior
to adoption of SFAS No. 123(R) would have been reflected by the Company
only in pro forma disclosures, were recognized in the consolidated
statement of earnings over the awards' remaining future service-vesting
periods. Liability-classified awards outstanding at January 1, 2006,
such as performance units and stock appreciation rights, were remeasured
to fair value. The remeasurement resulted in no adjustment to their
intrinsic value basis, including the cumulative effect of differences
between actual and expected forfeitures, primarily due to the de minimis
time remaining to expected settlement of these awards.
Effective with its adoption of SFAS No. 123(R), the Company elected the
"short-cut" transition alternative for approximating the historical pool
of windfall tax benefits available in shareholder's equity at January 1,
2006 as provided by the Financial Accounting Standards Board (the
"FASB") in FASB Staff Position ("FSP") No. 123(R)-3, "Transition
Election Related to Accounting For the Tax Effects of Share-Based
Payment Awards". This historical pool represents the cumulative tax
benefits of tax deductions for employee share-based payments in excess
of compensation costs recognized under GAAP, either in the financial
statements or in the pro forma disclosures. In the event that a
shortfall of tax benefits occurs during a reporting period (i.e. tax
deductions are less than the related cumulative compensation expense),
the historical pool will be reduced by the amount of the shortfall. If
the shortfall exceeds the amount of the historical pool, there will be a
negative impact on the results of operations. In 2006, additional
windfall tax benefits resulted from employee exercises of stock option
awards.
On January 1, 2006, the Company adopted the provisions of SFAS No. 154,
"Accounting Changes and Error Corrections," a replacement of APB No. 20,
"Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in
Interim Financial Statements". SFAS No. 154 applies to all voluntary
changes in accounting principle as well as to changes required by an
accounting pronouncement that does not include transition provisions. To
enhance comparability, this statement requires retrospective application
to prior periods' financial statements of changes in accounting
principle, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the change. The
cumulative effect of the change is reported in the carrying value of
assets and liabilities as of the first period presented, with the offset
applied to opening retained earnings. Each period presented is adjusted
to show the period specific effects of the change. Only direct effects
of the change will be retrospectively recognized; indirect effects will
be recognized in the period of change. SFAS No. 154 carries forward
without change APB No. 20's guidance for reporting the correction of an
error and a change in accounting estimate as well as SFAS No. 3's
provisions governing reporting accounting changes in interim financial
statements. The adoption of SFAS No. 154 did not have an impact on the
Company's results of operations or financial position.
In third quarter 2004, the Company began to implement FSP No. 106-2,
"Accounting and Disclosure Requirements Related to the Medicare
Prescription Drug Improvement and Modernization Act of 2003", that
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provides guidance on employers' accounting for the effects of the
Medicare Prescription Drug, Improvement and Modernization Act of 2003
("MMA") signed into law in December 2003. The MMA introduced a
prescription drug benefit under Medicare Part D that would go into
effect in 2006 as well as a Federal subsidy to employers whose plans
provide an "actuarially equivalent" prescription drug benefit. FSP No.
106-2 required the effects of the MMA to be reflected in measurements of
the accumulated postretirement benefits obligation and net periodic
postretirement benefit cost made on or after the date of enactment. As
permitted by FSP No. 106-2, the Company initially elected to defer these
remeasurements and to provide required disclosures pending regulations
regarding the determination of eligibility for the Federal subsidy under
the MMA. Following consideration of regulations and guidance issued by
the Center for Medicare and Medicaid Services in fourth quarter 2005,
management and its actuarial advisors concluded that the prescription
drug benefits provided under the Company's retiree medical plans are
actuarially equivalent to the new Medicare prescription drug benefits.
Consequently, the estimated subsidy has been reflected in measurements
of the accumulated postretirement benefits obligations for these plans
as of January 1, 2005, and the resulting aggregate reduction of $51.9
million was accounted for prospectively as an actuarial experience gain
in accordance with FSP No. 106-2. The impact of the MMA, including the
effect of the subsidy, resulted in a decrease in the annual net periodic
postretirement benefits costs for 2005 of approximately $7.4 million.
At March 31, 2004, the Company completed its transition to the
consolidation and disclosure requirements of FASB Interpretation ("FIN")
46(R), "Consolidation of Variable Interest Entities, Revised".
At December 31, 2006 and 2005, the Insurance Group's General Account
held $5.8 million of investment assets issued by VIEs and determined to
be significant variable interests under FIN 46(R). At December 31, 2006
and 2005, as reported in the consolidated balance sheet, these
investments included $4.7 million of fixed maturities (collateralized
debt and loan obligations) and $1.1 million of other equity investments
(principally investment limited partnership interests) and are subject
to ongoing review for impairment in value. These VIEs do not require
consolidation because management has determined that the Insurance Group
is not the primary beneficiary. These variable interests at December 31,
2006 represent the Insurance Group's maximum exposure to loss from its
direct involvement with the VIEs. The Insurance Group has no further
economic interest in these VIEs in the form of related guarantees,
commitments, derivatives, credit enhancements or similar instruments and
obligations.
Management of AllianceBernstein has reviewed its investment management
agreements and its investments in and other financial arrangements with
certain entities that hold client assets under management to determine
the entities that AllianceBernstein is required to consolidate under FIN
46(R). These include certain mutual fund products domiciled in
Luxembourg, India, Japan, Singapore and Australia (collectively, the
"Offshore Funds"), hedge funds, structured products, group trusts and
joint ventures.
AllianceBernstein derived no direct benefit from client assets under
management of these entities other than investment management fees and
cannot utilize those assets in its operations.
AllianceBernstein has significant variable interests in certain other
VIEs with approximately $226.4 million in client assets under
management. However, these VIEs do not require consolidation because
management has determined that AllianceBernstein is not the primary
beneficiary. AllianceBernstein's maximum exposure to loss in these
entities is limited to its investments in and prospective investment
management fees earned in these entities.
Effective January 1, 2004, the Company adopted the American Institute of
Certified Public Accountants ("AICPA") Statement of Position ("SOP")
03-1, "Accounting and Reporting by Insurance Enterprises for Certain
Nontraditional Long-Duration Contracts and for Separate Accounts." SOP
03-1 required a change in the Company's accounting policies relating to
(a) general account interests in separate accounts, (b) assets and
liabilities associated with market value adjusted fixed rate investment
options available in certain variable annuity contracts, (c) liabilities
related to group pension participating contracts, and (d) liabilities
related to certain mortality and annuitization benefits, such as the no
lapse guarantee feature contained in variable and interest-sensitive
life policies.
The adoption of SOP 03-1 required changes in several of the Company's
accounting policies relating to separate account assets and liabilities.
The Company now reports the General Account's interests in separate
accounts as trading account securities in the consolidated balance
sheet; prior to the adoption of SOP 03-1, such interests were included
in Separate Accounts' assets. Also, the assets and liabilities of two
Separate Accounts are now presented and accounted for as General Account
assets and liabilities.
F-12
Investment assets in these Separate Accounts principally consist of
fixed maturities that are classified as available for sale in the
accompanying consolidated financial statements. These two Separate
Accounts hold assets and liabilities associated with market value
adjusted fixed rate investment options available in certain variable
annuity contracts. In addition, liabilities associated with the market
value adjustment feature are now reported at the accrued account
balance. Prior to the adoption of SOP 03-1, such liabilities had been
reported at market adjusted value.
Prior to the adoption of SOP 03-1, the liabilities for group pension
participating contracts were adjusted only for changes in the fair value
of certain related investment assets that were reported at fair value in
the balance sheet (including fixed maturities and equity securities
classified as available for sale, but not equity real estate or mortgage
loans) with changes in the liabilities recorded directly in Accumulated
other comprehensive income to offset the unrealized gains and losses on
the related assets. SOP 03-1 required an adjustment to the liabilities
for group pension participating contracts to reflect the fair value of
all the assets on which those contracts' returns are based, regardless
of whether those assets are reported at fair value in the balance sheet.
Changes in the liability related to fluctuations in asset fair values
are now reported as Interest credited to policyholders' account balances
in the consolidated statements of earnings.
In addition, the adoption of SOP 03-1 resulted in a change in the method
of determining liabilities associated with the no lapse guarantee
feature contained in variable and interest-sensitive life contracts.
While both the Company's previous method of establishing the no lapse
guarantee reserve and the SOP 03-1 method are based on accumulation of a
portion of the charges for the no lapse guarantee feature, SOP 03-1
specifies a different approach for identifying the portion of the fee to
be accrued and establishing the related reserve.
The adoption of SOP 03-1 as of January 1, 2004 resulted in a decrease in
2004 net earnings of $2.9 million and an increase in other comprehensive
income of $12.4 million related to the cumulative effect of the required
changes in accounting. The determination of liabilities associated with
group pension participating contracts and mortality and annuitization
benefits, as well as related impacts on deferred acquisition costs, is
based on models that involve numerous estimates and subjective
judgments. There can be no assurance that the ultimate actual experience
will not differ from management's estimates.
New Accounting Pronouncements
-----------------------------
On September 15, 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements". SFAS No. 157 establishes a single authoritative
definition of fair value, sets out a framework for measuring fair value,
and requires additional disclosures about fair value measurements. It
applies only to fair value measurements that are already required or
permitted by other accounting standards, except for measurements of
share-based payments and measurements that are similar to, but not
intended to be, fair value. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007,
with earlier application encouraged. Management is currently assessing
the potential impacts of adoption of SFAS No. 157.
On July 13, 2006, the FASB issued FIN 48, "Accounting for Uncertainty in
Income Taxes," to clarify the criteria used to recognize and measure the
economic benefits associated with tax positions taken or expected to be
taken in a tax return. Under FIN 48, a tax benefit is recognized only if
it is "more likely than not" to be sustained assuming examination by the
taxing authority, based on the technical merits of the position. Tax
positions meeting the recognition criteria are required to be measured
at the largest amount of tax benefit that is more than 50 percent likely
of being realized upon ultimate settlement and, accordingly, requires
consideration of the amounts and probabilities of potential settlement
outcomes. FIN 48 also addresses subsequent derecognition of tax
positions, changes in the measurement of recognized tax positions,
accrual and classification of interest and penalties, and accounting in
interim periods. FIN 48 is effective for fiscal years beginning after
December 15, 2006, thereby requiring application of its provisions,
including the threshold criteria for recognition, to all tax positions
of AXA Financial Group at January 1, 2007. The cumulative effect of
applying FIN 48, if any, is to be reported as an adjustment to the
opening balance of retained earnings. In addition, annual disclosures
with respect to income taxes have been expanded by FIN 48 and require
inclusion of a tabular reconciliation of the total amounts of
unrecognized tax benefits at the beginning and end of the reporting
period. Management is currently assessing the potential impacts of
adoption of FIN 48.
On September 19, 2005, the AICPA released SOP 05-1, "Accounting by
Insurance Enterprises for Deferred Acquisition Costs in Connection with
Modifications or Exchanges of Insurance Contracts". The SOP requires
identification of transactions that result in a substantial change in an
insurance contract. Transactions subject to review include internal
contract exchanges, contract modifications via amendment, rider or
F-13
endorsement and elections of benefits, features or rights contained
within the contract. If determined that a substantial change has
occurred, the related deferred policy acquisition costs ("DAC")/VOBA and
other related balances must be written off. The SOP is effective for
transactions occurring in fiscal years beginning after December 15,
2006, with earlier adoption encouraged. Restatement of previously issued
annual financial statements is not permitted, and disclosure of the pro
forma effects of retroactive application or the pro forma effect on the
year of adoption is not required. The adoption of SOP 05-1 is not
expected to have a material impact on the Company's results of
operations or financial position.
Closed Block
------------
As a result of demutualization, the Closed Block was established in 1992
for the benefit of certain individual participating policies that were
in force on that date. Assets, liabilities and earnings of the Closed
Block are specifically identified to support its participating
policyholders.
Assets allocated to the Closed Block inure solely to the benefit of the
Closed Block policyholders and will not revert to the benefit of AXA
Equitable. No reallocation, transfer, borrowing or lending of assets can
be made between the Closed Block and other portions of AXA Equitable's
General Account, any of its Separate Accounts or any affiliate of AXA
Equitable without the approval of the New York Superintendent of
Insurance (the "Superintendent"). Closed Block assets and liabilities
are carried on the same basis as similar assets and liabilities held in
the General Account.
The excess of Closed Block liabilities over Closed Block assets
(adjusted to exclude the impact of related amounts in accumulated other
comprehensive income) represents the expected maximum future post-tax
earnings from the Closed Block that would be recognized in income from
continuing operations over the period the policies and contracts in the
Closed Block remain in force. As of January 1, 2001, the Company has
developed an actuarial calculation of the expected timing of the Closed
Block earnings.
If the actual cumulative earnings from the Closed Block are greater than
the expected cumulative earnings, only the expected earnings will be
recognized in net income. Actual cumulative earnings in excess of
expected cumulative earnings at any point in time are recorded as a
policyholder dividend obligation because they will ultimately be paid to
Closed Block policyholders as an additional policyholder dividend unless
offset by future performance that is less favorable than originally
expected. If a policyholder dividend obligation has been previously
established and the actual Closed Block earnings in a subsequent period
are less than the expected earnings for that period, the policyholder
dividend obligation would be reduced (but not below zero). If, over the
period the policies and contracts in the Closed Block remain in force,
the actual cumulative earnings of the Closed Block are less than the
expected cumulative earnings, only actual earnings would be recognized
in income from continuing operations. If the Closed Block has
insufficient funds to make guaranteed policy benefit payments, such
payments will be made from assets outside the Closed Block.
Many expenses related to Closed Block operations, including amortization
of DAC, are charged to operations outside of the Closed Block;
accordingly, net revenues of the Closed Block do not represent the
actual profitability of the Closed Block operations. Operating costs and
expenses outside of the Closed Block are, therefore, disproportionate to
the business outside of the Closed Block.
Investments
-----------
The carrying values of fixed maturities identified as available for sale
are reported at estimated fair value. Changes in estimated fair value
are reported in comprehensive income. The amortized cost of fixed
maturities is adjusted for impairments in value deemed to be other than
temporary. The redeemable preferred stock investments reported in fixed
maturities include real estate investment trusts ("REIT") perpetual
preferred stock, other perpetual preferred stock and redeemable
preferred stock. These securities may not have a stated maturity, may
not be cumulative and do not provide for mandatory redemption by the
issuer.
Mortgage loans on real estate are stated at unpaid principal balances,
net of unamortized discounts and valuation allowances. Valuation
allowances are based on the present value of expected future cash flows
discounted at the loan's original effective interest rate or on its
collateral value if the loan is collateral dependent. However, if
foreclosure is or becomes probable, the collateral value measurement
method is used.
Impaired mortgage loans without provision for losses are loans where the
fair value of the collateral or the net present value of the expected
future cash flows related to the loan equals or exceeds the recorded
F-14
investment. Interest income earned on loans where the collateral value
is used to measure impairment is recorded on a cash basis. Interest
income on loans where the present value method is used to measure
impairment is accrued on the net carrying value amount of the loan at
the interest rate used to discount the cash flows. Changes in the
present value attributable to changes in the amount or timing of
expected cash flows are reported as investment gains or losses.
Real estate held for the production of income, including real estate
acquired in satisfaction of debt, is stated at depreciated cost less
valuation allowances. At the date of foreclosure (including in-substance
foreclosure), real estate acquired in satisfaction of debt is valued at
estimated fair value. Impaired real estate is written down to fair value
with the impairment loss being included in investment gains (losses),
net.
Depreciation of real estate held for production of income is computed
using the straight-line method over the estimated useful lives of the
properties, which generally range from 40 to 50 years.
Valuation allowances are netted against the asset categories to which
they apply.
Policy loans are stated at unpaid principal balances.
Partnerships, investment companies and joint venture interests in which
the Company has control and a majority economic interest (that is,
greater than 50% of the economic return generated by the entity) or
those that meet FIN 46(R) requirements for consolidation are
consolidated; those in which the Company does not have control and a
majority economic interest and those that do not meet FIN 46(R)
requirements for consolidation are reported on the equity basis of
accounting and are included either with equity real estate or other
equity investments, as appropriate.
Equity securities include common stock and non-redeemable preferred
stock classified as either trading or available for sale securities, are
carried at estimated fair value and are included in other equity
investments.
Trading securities, which include equity securities and fixed
maturities, are carried at estimated fair value.
Short-term investments are stated at amortized cost, which approximates
fair value, and are included with other invested assets.
Cash and cash equivalents includes cash on hand, amounts due from banks
and highly liquid debt instruments purchased with an original maturity
of three months or less.
All securities owned as well as United States government and agency
securities, mortgage-backed securities, futures and forwards
transactions are recorded in the consolidated financial statements on a
trade date basis.
Derivatives
-----------
The Company primarily uses derivatives for asset/liability risk
management, for hedging individual securities and certain equity
exposures and to reduce its exposure to interest rate fluctuations on
its long-term debt obligations. Various derivative instruments are used
to achieve these objectives, including interest rate floors, futures and
interest rate swaps. None of the derivatives were designated as
qualifying hedges under SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities".
The Insurance Group issues certain variable annuity products with
Guaranteed Minimum Death Benefit ("GMBD") and Guaranteed Minimum Income
Benefit ("GMIB") features. The risk associated with the GMDB feature is
that under-performance of the financial markets could result in GMDB
benefits, in the event of death, being higher than what accumulated
policyholder account balances would support. The risk associated with
the GMIB feature is that under-performance of the financial markets
could result in GMIB benefits, in the event of election, being higher
than what accumulated policyholders account balances would support. For
both GMDB and GMIB, the Company retains basis risk and risk associated
with actual versus expected assumptions for mortality, lapse and
election rate. The Company regularly enters into futures contracts to
hedge such risks. The futures contracts are managed to correlate with
changes in the value of the GMDB and GMIB feature that result from
financial markets movements. In addition, the Company has purchased
reinsurance contracts to mitigate the risks associated with the impact
of potential market fluctuations on future policyholder elections of
GMIB features contained in certain annuity contracts issued by the
Company. Reinsurance contracts covering GMIB exposure are considered
derivatives under SFAS No. 133, and, therefore, are required to be
reported in the balance sheet at their fair value. GMIB reinsurance fair
F-15
values are reported in the consolidated balance sheets in Other assets.
Changes in GMIB reinsurance fair values are reflected in Commissions,
fees and other income in the consolidated statements of earnings. Since
there is no readily available market for GMIB reinsurance contracts, the
determination of their fair values is based on models which involve
numerous estimates and subjective judgments including those regarding
expected market rates of return and volatility, GMIB election rates,
contract surrender rates and mortality experience. There can be no
assurance that ultimate actual experience will not differ from
management's estimates. See Note 8 of Notes to Consolidated Financial
Statements.
Margins on individual insurance and annuity contracts are affected by
interest rate fluctuations. If interest rates fall, crediting interest
rates and dividends would be adjusted subject to competitive pressures.
In addition, policies are subject to minimum rate guarantees. To hedge
exposure to lower interest rates, the Company has used interest rate
floors.
The Company is exposed to equity market fluctuations through investments
in Separate Accounts. The Company enters into exchange traded equity
futures contracts to minimize such risk.
The Company is exposed to counterparty risk attributable to hedging
transactions entered into with counterparties. Exposure to credit risk
is controlled with respect to each counterparty through a credit
appraisal and approval process. Each counterparty is currently rated 1
by the National Association of Insurance Commissioners ("NAIC").
All derivatives outstanding at December 31, 2006 and 2005 are recognized
on the balance sheet at their fair values and all outstanding
equity-based and treasury futures contracts were exchange-traded and are
net settled daily. All gains and losses on derivative financial
instruments are reported in earnings.
Net Investment Income, Investment Gains (Losses), Net and Unrealized
--------------------------------------------------------------------
Investment Gains (Losses)
-------------------------
Net investment income and realized investment gains (losses), net
(together, "investment results") related to certain participating group
annuity contracts which are passed through to the contractholders are
offset by amounts reflected as interest credited to policyholders'
account balances.
Realized investment gains (losses) are determined by identification with
the specific asset and are presented as a component of revenue. Changes
in the valuation allowances are included in investment gains or losses.
Realized and unrealized holding gains (losses) on trading securities are
reflected in net investment income.
Unrealized investment gains and losses on fixed maturities and equity
securities available for sale held by the Company are accounted for as a
separate component of accumulated comprehensive income, net of related
deferred income taxes, amounts attributable to certain pension
operations principally consisting of group non-participating wind-up
annuity products ("Wind-up Annuities"), Closed Block policyholders
dividend obligation and DAC related to universal life and
investment-type products and participating traditional life contracts.
Fair Value of Other Financial Instruments
-----------------------------------------
The Company defines fair value as the quoted market prices for those
instruments that are actively traded in financial markets. In cases
where quoted market prices are not available, fair values are estimated
using present value or other valuation techniques. The fair value
estimates are made at a specific point in time, based on available
market information and judgments about the financial instrument,
including estimates of the timing and amount of expected future cash
flows and the credit standing of counterparties. Such estimates do not
reflect any premium or discount that could result from offering for sale
at one time the Company's entire holdings of a particular financial
instrument, nor do they consider the tax impact of the realization of
unrealized gains or losses. In many cases, the fair value estimates
cannot be substantiated by comparison to independent markets, nor can
the disclosed value be realized in immediate settlement of the
instrument.
Certain financial instruments are excluded from fair value disclosures,
particularly insurance liabilities other than financial guarantees and
investment contracts. Fair market values of off-balance-sheet financial
instruments of the Insurance Group were not material at December 31,
2006 and 2005.
F-16
Fair values for mortgage loans on real estate are estimated by
discounting future contractual cash flows using interest rates at which
loans with similar characteristics and credit quality would be made.
Fair values for foreclosed mortgage loans and problem mortgage loans are
limited to the estimated fair value of the underlying collateral if
lower.
Fair values of policy loans are estimated by discounting the face value
of the loans from the time of the next interest rate review to the
present, at a rate equal to the excess of the current estimated market
rates over the current interest rate charged on the loan.
The estimated fair values for the Company's association plan contracts,
supplementary contracts not involving life contingencies ("SCNILC") and
annuities certain, which are included in policyholders' account
balances, and guaranteed interest contracts are estimated using
projected cash flows discounted at rates reflecting expected current
offering rates.
The fair values for variable deferred annuities and single premium
deferred annuities, included in policyholders' account balances, are
estimated as the discounted value of projected account values. Current
account values are projected to the time of the next crediting rate
review at the current crediting rates and are projected beyond that date
at the greater of current estimated market rates offered on new policies
or the guaranteed minimum crediting rate. Expected cash flows and
projected account values are discounted back to the present at the
current estimated market rates.
Fair values for long-term debt are determined using published market
values, where available, or contractual cash flows discounted at market
interest rates. The estimated fair values for non-recourse mortgage debt
are determined by discounting contractual cash flows at a rate that
takes into account the level of current market interest rates and
collateral risk. The estimated fair values for recourse mortgage debt
are determined by discounting contractual cash flows at a rate based
upon current interest rates of other companies with credit ratings
similar to the Company. The Company's carrying value of short-term
borrowings approximates their estimated fair value.
Recognition of Insurance Income and Related Expenses
----------------------------------------------------
Premiums from universal life and investment-type contracts are reported
as deposits to policyholders' account balances. Revenues from these
contracts consist of amounts assessed during the period against
policyholders' account balances for mortality charges, policy
administration charges and surrender charges. Policy benefits and claims
that are charged to expense include benefit claims incurred in the
period in excess of related policyholders' account balances.
Premiums from participating and non-participating traditional life and
annuity policies with life contingencies generally are recognized as
income when due. Benefits and expenses are matched with such income so
as to result in the recognition of profits over the life of the
contracts. This match is accomplished by means of the provision for
liabilities for future policy benefits and the deferral and subsequent
amortization of policy acquisition costs.
For contracts with a single premium or a limited number of premium
payments due over a significantly shorter period than the total period
over which benefits are provided, premiums are recorded as revenue when
due with any excess profit deferred and recognized in income in a
constant relationship to insurance in-force or, for annuities, the
amount of expected future benefit payments.
Premiums from individual health contracts are recognized as income over
the period to which the premiums relate in proportion to the amount of
insurance protection provided.
DAC
---
Acquisition costs that vary with and are primarily related to the
acquisition of new and renewal insurance business, including
commissions, underwriting, agency and policy issue expenses, are
deferred. DAC is subject to recoverability testing at the time of policy
issue and loss recognition testing at the end of each accounting period.
For universal life products and investment-type products, DAC is
amortized over the expected total life of the contract group as a
constant percentage of estimated gross profits arising principally from
investment results, Separate Account fees, mortality and expense margins
and surrender charges based on historical and
F-17
anticipated future experience, updated at the end of each accounting
period. The effect on the amortization of DAC of revisions to estimated
gross profits is reflected in earnings in the period such estimated
gross profits are revised. A decrease in expected gross profits would
accelerate DAC amortization. Conversely, an increase in expected gross
profits would slow DAC amortization. The effect on the DAC asset that
would result from realization of unrealized gains (losses) is recognized
with an offset to accumulated comprehensive income in consolidated
shareholder's equity as of the balance sheet date.
A significant assumption in the amortization of DAC on variable and
interest-sensitive life insurance and variable annuities relates to
projected future Separate Account performance. Management sets expected
future gross profit assumptions related to Separate Account performance
using a long-term view of expected average market returns by applying a
reversion to the mean approach. In applying this approach to develop
estimates of future returns, it is assumed that the market will return
to an average gross long-term return estimate, developed with reference
to historical long-term equity market performance and subject to
assessment of the reasonableness of resulting estimates of future return
assumptions. For purposes of making this reasonableness assessment,
management has set limitations as to maximum and minimum future rate of
return assumptions, as well as a limitation on the duration of use of
these maximum or minimum rates of return. Currently, the average gross
long-term annual return estimate is 9.0% (6.8% net of product weighted
average Separate Account fees), and the gross maximum and minimum annual
rate of return limitations are 15.0% (12.8% net of product weighted
average Separate Account fees) and 0% (-2.2% net of product weighted
average Separate Account fees), respectively. The maximum duration over
which these rate limitations may be applied is 5 years. This approach
will continue to be applied in future periods. If actual market returns
continue at levels that would result in assuming future market returns
of 15% for more than 5 years in order to reach the average gross
long-term return estimate, the application of the 5 year maximum
duration limitation would result in an acceleration of DAC amortization.
Conversely, actual market returns resulting in assumed future market
returns of 0% for more than 5 years would result in a required
deceleration of DAC amortization. As of December 31, 2006, current
projections of future average gross market returns assume a 0.5% return
for 2007, which is within the maximum and minimum limitations, and
assume a reversion to the mean of 9% after 7 quarters.
In addition, projections of future mortality assumptions related to
variable and interest-sensitive life products are based on a long-term
average of actual experience. This assumption is updated quarterly to
reflect recent experience as it emerges. Improvement of life mortality
in future periods from that currently projected would result in future
deceleration of DAC amortization. Conversely, deterioration of life
mortality in future periods from that currently projected would result
in future acceleration of DAC amortization. Generally, life mortality
experience has been improving in recent years.
Other significant assumptions underlying gross profit estimates relate
to contract persistency and general account investment spread.
For participating traditional life policies (substantially all of which
are in the Closed Block), DAC is amortized over the expected total life
of the contract group as a constant percentage based on the present
value of the estimated gross margin amounts expected to be realized over
the life of the contracts using the expected investment yield. At
December 31, 2006, the average rate of assumed investment yields,
excluding policy loans, was 6.0% grading to 6.5% over 10 years.
Estimated gross margin includes anticipated premiums and investment
results less claims and administrative expenses, changes in the net
level premium reserve and expected annual policyholder dividends. The
effect on the amortization of DAC of revisions to estimated gross
margins is reflected in earnings in the period such estimated gross
margins are revised. The effect on the DAC asset that would result from
realization of unrealized gains (losses) is recognized with an offset to
accumulated comprehensive income in consolidated shareholder's equity as
of the balance sheet date.
For non-participating traditional life policies, DAC is amortized in
proportion to anticipated premiums. Assumptions as to anticipated
premiums are estimated at the date of policy issue and are consistently
applied during the life of the contracts. Deviations from estimated
experience are reflected in earnings in the period such deviations
occur. For these contracts, the amortization periods generally are for
the total life of the policy.
Contractholder Bonus Interest Credits
-------------------------------------
Contractholder bonus interest credits are offered on certain deferred
annuity products in the form of either immediate bonus interest credited
or enhanced interest crediting rates. The interest crediting expense
F-18
associated with these contractholder bonus interest credits is deferred
and amortized over the lives of the underlying contracts in a manner
consistent with the amortization of DAC. Unamortized balances are
included in Other assets.
Policyholders' Account Balances and Future Policy Benefits
----------------------------------------------------------
Policyholders' account balances for universal life and investment-type
contracts are equal to the policy account values. The policy account
values represent an accumulation of gross premium payments plus credited
interest less expense and mortality charges and withdrawals.
AXA Equitable issues certain variable annuity products with a GMDB
feature, guaranteed minimum accumulation benefits ("GMAB") and
guaranteed minimum withdrawal benefits for life ("WBL"). AXA Equitable
also issues certain variable annuity products that contain a GMIB
feature which, if elected by the policyholder after a stipulated waiting
period from contract issuance, guarantees a minimum lifetime annuity
based on predetermined annuity purchase rates that may be in excess of
what the contract account value can purchase at then-current annuity
purchase rates. This minimum lifetime annuity is based on predetermined
annuity purchase rates applied to a guaranteed minimum income benefit
base. Reserves for GMDB and GMIB obligations are calculated on the basis
of actuarial assumptions related to projected benefits and related
contract charges generally over the lives of the contracts using
assumptions consistent with those used in estimating gross profits for
purposes of amortizing DAC. The determination of this estimated
liability is based on models which involve numerous estimates and
subjective judgments, including those regarding expected market rates of
return and volatility, contract surrender rates, mortality experience,
and, for GMIB, GMIB election rates. Assumptions regarding Separate
Account performance used for purposes of this calculation are set using
a long-term view of expected average market returns by applying a
reversion to the mean approach, consistent with that used for DAC
amortization. There can be no assurance that ultimate actual experience
will not differ from management's estimates.
For reinsurance contracts other than those covering GMIB exposure,
reinsurance recoverable balances are calculated using methodologies and
assumptions that are consistent with those used to calculate the direct
liabilities.
For participating traditional life policies, future policy benefit
liabilities are calculated using a net level premium method on the basis
of actuarial assumptions equal to guaranteed mortality and dividend fund
interest rates. The liability for annual dividends represents the
accrual of annual dividends earned. Terminal dividends are accrued in
proportion to gross margins over the life of the contract.
For non-participating traditional life insurance policies, future policy
benefit liabilities are estimated using a net level premium method on
the basis of actuarial assumptions as to mortality, persistency and
interest established at policy issue. Assumptions established at policy
issue as to mortality and persistency are based on the Insurance Group's
experience that, together with interest and expense assumptions,
includes a margin for adverse deviation. When the liabilities for future
policy benefits plus the present value of expected future gross premiums
for a product are insufficient to provide for expected future policy
benefits and expenses for that product, DAC is written off and
thereafter, if required, a premium deficiency reserve is established by
a charge to earnings. Benefit liabilities for traditional annuities
during the accumulation period are equal to accumulated contractholders'
fund balances and, after annuitization, are equal to the present value
of expected future payments. Interest rates used in establishing such
liabilities range from 2.0% to 10.9% for life insurance liabilities and
from 2.25% to 8.7% for annuity liabilities.
Individual health benefit liabilities for active lives are estimated
using the net level premium method and assumptions as to future
morbidity, withdrawals and interest. Benefit liabilities for disabled
lives are estimated using the present value of benefits method and
experience assumptions as to claim terminations, expenses and interest.
While management believes its disability income ("DI") reserves have
been calculated on a reasonable basis and are adequate, there can be no
assurance reserves will be sufficient to provide for future liabilities.
F-19
Policyholders' Dividends
------------------------
The amount of policyholders' dividends to be paid (including dividends
on policies included in the Closed Block) is determined annually by AXA
Equitable's board of directors. The aggregate amount of policyholders'
dividends is related to actual interest, mortality, morbidity and
expense experience for the year and judgment as to the appropriate level
of statutory surplus to be retained by AXA Equitable.
At December 31, 2006, participating policies, including those in the
Closed Block, represent approximately 4.4% ($9.1 billion) of directly
written life insurance in-force, net of amounts ceded.
Separate Accounts
-----------------
Generally, Separate Accounts established under New York State Insurance
Law are not chargeable with liabilities that arise from any other
business of the Insurance Group. Separate Accounts assets are subject to
General Account claims only to the extent Separate Accounts assets
exceed Separate Accounts liabilities. Assets and liabilities of the
Separate Accounts represent the net deposits and accumulated net
investment earnings less fees, held primarily for the benefit of
contractholders, and for which the Insurance Group does not bear the
investment risk. Separate Accounts' assets and liabilities are shown on
separate lines in the consolidated balance sheets. Assets held in the
Separate Accounts are carried at quoted market values or, where quoted
values are not readily available, at estimated fair values as determined
by the Insurance Group. The assets and liabilities of three Separate
Accounts are presented and accounted for as General Account assets and
liabilities due to the fact that not all of the investment performance
in those Separate Accounts is passed through to policyholders. Two of
those Separate Accounts were reclassified to the General Account in
connection with the adoption of SOP 03-1 as of January 1, 2004.
The investment results of Separate Accounts on which the Insurance Group
does not bear the investment risk are reflected directly in Separate
Accounts liabilities and are not reported in revenues in the
consolidated statements of earnings. For 2006, 2005 and 2004, investment
results of such Separate Accounts were gains of $5,689.1 million,
$3,409.5 million and $2,191.4 million, respectively.
Deposits to Separate Accounts are reported as increases in Separate
Accounts liabilities and are not reported in revenues. Mortality, policy
administration and surrender charges on all policies including those
funded by Separate Accounts are included in revenues.
Recognition of Investment Management Revenues and Related Expenses
------------------------------------------------------------------
Commissions, fees and other income principally include Investment
Management advisory and service fees. Investment Management advisory and
service base fees, generally calculated as a percentage, referred to as
basis points ("BPs"), of assets under management, are recorded as
revenue as the related services are performed; they include brokerage
transactions charges received by SCB LLC, for certain retail, private
client and institutional investment client transactions. Certain
investment advisory contracts provide for a performance-based fee, in
addition to or in lieu of a base fee, that is calculated as either a
percentage of absolute investment results or a percentage of the related
investment results in excess of a stated benchmark over a specified
period of time. Performance-based fees are recorded as revenue at the
end of each measurement period. Institutional research services revenue
consists of brokerage transaction charges received by SCB LLC and SCBL,
for in-depth research and other services provided to institutional
investors. Brokerage transaction charges earned and related expenses are
recorded on a trade date basis. Distribution revenues and shareholder
servicing fees are accrued as earned.
Commissions paid to financial intermediaries in connection with the sale
of shares of open-end AllianceBernstein mutual funds sold without a
front-end sales charge are capitalized as deferred sales commissions and
amortized over periods not exceeding five and one-half years, the
periods of time during which the deferred sales commissions are
generally recovered from distribution services fees received from those
funds and from contingent deferred sales commissions ("CDSC") received
from shareholders of those funds upon the redemption of their shares.
CDSC cash recoveries are recorded as reductions of unamortized deferred
sales commissions when received.
AllianceBernstein's management tests the deferred sales commission asset
for recoverability quarterly. AllianceBernstein's management determines
recoverability by estimating undiscounted future cash flows to be
realized from this asset, as compared to its recorded amount, as well as
the estimated remaining life of the deferred sales commission asset over
which undiscounted future cash flows are expected to be received.
F-20
Undiscounted future cash flows consist of ongoing distribution services
fees and CDSC. Distribution services fees are calculated as a percentage
of average assets under management related to back-end load shares. CDSC
is based on the lower of cost or current value, at the time of
redemption, of back-end load shares redeemed and the point at which
redeemed during the applicable minimum holding period under the mutual
fund distribution system.
Significant assumptions utilized to estimate future average assets under
management and undiscounted future cash flows from back-end load shares
include expected future market levels and redemption rates. Market
assumptions are selected using a long-term view of expected average
market returns based on historical returns of broad market indices.
Future redemption rate assumptions are determined by reference to actual
redemption experience over the one-year, three-year and five-year
periods ended December 31, 2006. These assumptions are updated
periodically. Estimates of undiscounted future cash flows and the
remaining life of the deferred sales commission asset are made from
these assumptions and the aggregate undiscounted cash flows are compared
to the recorded value of the deferred sales commission asset. If
AllianceBernstein's management determines in the future that the
deferred sales commission asset is not recoverable, an impairment
condition would exist and a loss would be measured as the amount by
which the recorded amount of the asset exceeds its estimated fair value.
Estimated fair value is determined using AllianceBernstein's
management's best estimate of future cash flows discounted to a present
value amount.
Goodwill and Other Intangible Assets
------------------------------------
Goodwill represents the excess of the purchase price over the fair value
of identifiable assets of acquired companies, and relates principally to
the Bernstein Acquisition and purchases of AllianceBernstein units.
Goodwill is tested annually for impairment.
Intangible assets related to the Bernstein Acquisition and purchases of
AllianceBernstein units include costs assigned to contracts of
businesses acquired. These costs continue to be amortized on a
straight-line basis over estimated useful lives of twenty years.
Other Accounting Policies
-------------------------
Capitalized internal-use software is amortized on a straight-line basis
over the estimated useful life of the software.
AXA Financial and certain of its consolidated subsidiaries, including
the Company, file a consolidated Federal income tax return. Current
Federal income taxes are charged or credited to operations based upon
amounts estimated to be payable or recoverable as a result of taxable
operations for the current year. Deferred income tax assets and
liabilities are recognized based on the difference between financial
statement carrying amounts and income tax bases of assets and
liabilities using enacted income tax rates and laws.
Discontinued operations include real estate held-for-sale.
Real estate investments meeting the following criteria are classified as
real estate held-for-sale:
o Management having the authority to approve the action commits the
organization to a plan to sell the property.
o The property is available for immediate sale in its present
condition subject only to terms that are usual and customary
for the sale of such assets.
o An active program to locate a buyer and other actions required
to complete the plan to sell the asset have been initiated and
are continuing.
o The sale of the asset is probable and transfer of the asset is
expected to qualify for recognition as a completed sale within
one year.
o The asset is being actively marketed for sale at a price that
is reasonable in relation to its current fair value.
o Actions required to complete the plan indicate that it is
unlikely that significant changes to the plan will be made or
that the plan will be withdrawn.
Real estate held-for-sale is stated at depreciated cost less valuation
allowances. Valuation allowances on real estate held-for-sale are
computed using the lower of depreciated cost or current estimated fair
value, net of disposition costs. Depreciation is discontinued on real
estate held-for-sale.
F-21
Real estate held-for-sale is included in the Other assets line in the
consolidated balance sheets. The results of operations for real estate
held-for-sale in each of the three years ended December 31, 2006 were
not significant.
3) INVESTMENTS
Fixed Maturities and Equity Securities
--------------------------------------
The following tables provide additional information relating to fixed
maturities and equity securities:
[Enlarge/Download Table]
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
--------------- -------------- --------------- --------------
(IN MILLIONS)
DECEMBER 31, 2006
-----------------
Fixed Maturities:
Available for Sale:
Corporate..................... $ 23,023.3 $ 690.4 $ 264.5 $ 23,449.2
Mortgage-backed............... 1,931.1 2.7 38.3 1,895.5
U.S. Treasury, government
and agency securities....... 1,284.3 29.9 10.4 1,303.8
States and political
subdivisions................ 170.2 17.3 .9 186.6
Foreign governments........... 219.2 38.1 .3 257.0
Redeemable preferred stock.... 1,879.8 78.8 19.6 1,939.0
--------------- -------------- --------------- --------------
Total Available for Sale.... $ 28,507.9 $ 857.2 $ 334.0 $ 29,031.1
=============== ============== =============== ==============
Equity Securities:
Available for sale.............. $ 95.7 $ 2.2 $ .9 $ 97.0
Trading securities.............. 408.0 35.4 9.9 433.5
--------------- -------------- --------------- --------------
Total Equity Securities........... $ 503.7 $ 37.6 $ 10.8 $ 530.5
=============== ============== =============== ==============
December 31, 2005
-----------------
Fixed Maturities:
Available for Sale:
Corporate..................... $ 23,222.8 $ 977.4 $ 190.7 $ 24,009.5
Mortgage-backed............... 2,386.3 8.3 39.3 2,355.3
U.S. Treasury, government
and agency securities....... 1,448.7 37.5 7.6 1,478.6
States and political
subdivisions................ 193.4 19.1 .3 212.2
Foreign governments........... 238.2 40.9 .1 279.0
Redeemable preferred stock.... 1,605.5 104.9 10.2 1,700.2
--------------- -------------- --------------- --------------
Total Available for Sale.... $ 29,094.9 $ 1,188.1 $ 248.2 $ 30,034.8
=============== ============== =============== ==============
Equity Securities:
Available for sale.............. $ 45.7 $ 2.1 $ .4 $ 47.4
Trading securities.............. 262.5 24.5 3.2 283.8
--------------- -------------- --------------- --------------
Total Equity Securities........... $ 308.2 $ 26.6 $ 3.6 $ 331.2
=============== ============== =============== ==============
At December 31, 2006 and 2005 respectively, the Company had trading
fixed maturities with a amortized cost of $30.5 million and $30.5
million and carrying value of $31.6 million and $30.5 million. Gross
unrealized gains on trading fixed maturities were $.5 million and zero
for 2006 and 2005 respectively.
For publicly traded fixed maturities and equity securities, estimated
fair value is determined using quoted market prices. For fixed
maturities without a readily ascertainable market value, the Company
determines estimated fair values using a discounted cash flow approach,
including provisions for credit risk, generally based on the assumption
such securities will be held to maturity. Such estimated fair values do
not
F-22
necessarily represent the values for which these securities could have
been sold at the dates of the consolidated balance sheets. At December
31, 2006 and 2005, securities without a readily ascertainable market
value having an amortized cost of $4,417.0 million and $4,307.8 million,
respectively, had estimated fair values of $4,518.5 million and $4,492.4
million, respectively.
The contractual maturity of bonds at December 31, 2006 is shown below:
[Enlarge/Download Table]
AVAILABLE FOR SALE
-------------------------------------
AMORTIZED ESTIMATED
COST FAIR VALUE
----------------- -----------------
(IN MILLIONS)
Due in one year or less.............................................. $ 988.0 $ 994.9
Due in years two through five........................................ 5,654.5 5,838.3
Due in years six through ten......................................... 10,604.3 10,653.5
Due after ten years.................................................. 7,450.2 7,709.9
----------------- -----------------
Subtotal......................................................... 24,697.0 25,196.6
Mortgage-backed securities........................................... 1,931.1 1,895.5
----------------- -----------------
Total................................................................ $ 26,628.1 $ 27,092.1
================= =================
Bonds not due at a single maturity date have been included in the above
table in the year of final maturity. Actual maturities may differ from
contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
The Company's management, with the assistance of its investment
advisors, monitors the investment performance of its portfolio. This
review process includes a quarterly review of certain assets by the
Insurance Group's Investments Under Surveillance Committee that
evaluates whether any investments are other than temporarily impaired.
Based on the analysis, a determination is made as to the ability of the
issuer to service its debt obligations on an ongoing basis. If this
ability is deemed to be other than temporarily impaired, then the
appropriate provisions are taken.
The following table discloses fixed maturities (1,769 issues) that have
been in a continuous unrealized loss position for less than a twelve
month period and greater than a twelve month period as of December 31,
2006:
[Enlarge/Download Table]
LESS THAN 12 MONTHS 12 MONTHS OR LONGER TOTAL
------------------------------- ---------------------------- ----------------------------
GROSS GROSS GROSS
ESTIMATED UNREALIZED ESTIMATED UNREALIZED ESTIMATED UNREALIZED
FAIR VALUE LOSSES FAIR VALUE LOSSES FAIR VALUE LOSSES
-------------- -------------- ------------- ------------- ------------- -------------
(IN MILLIONS)
Fixed Maturities:
Corporate............. $ 3,081.0 $ 36.9 $ 5,999.7 $ 227.6 $ 9,080.7 $ 264.5
Mortgage-backed....... 189.2 1.3 1,529.0 37.0 1,718.2 38.3
U.S. Treasury,
government and
agency securities... 98.7 .2 447.0 10.2 545.7 10.4
States and political
subdivisions........ - - 25.9 .9 25.9 .9
Foreign governments... 6.6 .1 9.5 .2 16.0 .3
Redeemable
preferred stock..... 174.0 2.4 495.9 17.2 669.9 19.6
-------------- -------------- ------------- ------------- ------------- -------------
Total Temporarily
Impaired Securities .. $ 3,549.5 $ 40.9 $ 8,507.0 $ 293.1 $ 12,056.4 $ 334.0
============== ============== ============= ============= ============= =============
The Insurance Group's fixed maturity investment portfolio includes
corporate high yield securities consisting primarily of public high
yield bonds. These corporate high yield securities are classified as
other than investment grade by the various rating agencies, i.e., a
rating below Baa3/BBB- or NAIC designation of 3 (medium grade), 4 or 5
(below investment grade) or 6 (in or near default). At December 31,
2006,
F-23
approximately $656.0 million or 2.3% of the $28,507.9 million aggregate
amortized cost of fixed maturities held by the Company was considered to
be other than investment grade.
At December 31, 2006, the carrying value of fixed maturities which are
non-income producing for the twelve months preceding the consolidated
balance sheet date was $3.1 million.
Mortgage Loans
--------------
The payment terms of mortgage loans on real estate may from time to time
be restructured or modified. The investment in restructured mortgage
loans on real estate, based on amortized cost, amounted to $65.0 and
$65.3 million at December 31, 2006 and 2005, respectively. Gross
interest income on these loans included in net investment income
aggregated $4.1 million, $5.0 million and $6.9 million in 2006, 2005 and
2004, respectively. Gross interest income on restructured mortgage loans
on real estate that would have been recorded in accordance with the
original terms of such loans amounted to $4.8 million, $6.0 million and
$8.5 million in 2006, 2005 and 2004, respectively.
Impaired mortgage loans along with the related investment valuation
allowances for losses follow:
[Enlarge/Download Table]
DECEMBER 31,
----------------------------------------
2006 2005
------------------ -------------------
(IN MILLIONS)
Impaired mortgage loans with investment valuation allowances....... $ 76.8 $ 78.3
Impaired mortgage loans without investment valuation allowances.... .1 4.5
------------------ -------------------
Recorded investment in impaired mortgage loans..................... 76.9 82.8
Investment valuation allowances.................................... (11.3) (11.8)
------------------ -------------------
Net Impaired Mortgage Loans........................................ $ 65.6 $ 71.0
================== ===================
During 2006, 2005 and 2004, respectively, the Company's average recorded
investment in impaired mortgage loans was $78.8 million, $91.2 million
and $148.3 million. Interest income recognized on these impaired
mortgage loans totaled $4.5 million, $8.9 million and $11.0 million for
2006, 2005 and 2004, respectively.
Mortgage loans on real estate are placed on nonaccrual status once
management believes the collection of accrued interest is doubtful. Once
mortgage loans on real estate are classified as nonaccrual loans,
interest income is recognized under the cash basis of accounting and the
resumption of the interest accrual would commence only after all past
due interest has been collected or the mortgage loan on real estate has
been restructured to where the collection of interest is considered
likely. At December 31, 2006 and 2005, respectively, the carrying value
of mortgage loans on real estate that had been classified as nonaccrual
loans was $65.5 million and $71.1 million.
Equity Real Estate
------------------
The Insurance Group's investment in equity real estate is through direct
ownership and through investments in real estate joint ventures. At
December 31, 2006 and 2005, the Company owned $204.8 million and $217.8
million, respectively, of real estate acquired in satisfaction of debt.
During 2006, 2005 and 2004, no real estate was acquired in satisfaction
of debt.
Accumulated depreciation on real estate was $232.1 million and $214.1
million at December 31, 2006 and 2005, respectively. Depreciation
expense on real estate totaled $21.6 million, $22.6 million and $20.8
million for 2006, 2005 and 2004, respectively.
F-24
Investment valuation allowances for mortgage loans and equity real
estate and changes thereto follow:
[Enlarge/Download Table]
2006 2005 2004
--------------- --------------- --------------
(IN MILLIONS)
Balances, beginning of year........................ $ 11.8 $ 11.3 $ 20.5
Additions charged to income........................ 10.1 3.6 3.9
Deductions for writedowns and
asset dispositions............................... (.9) (3.1) (13.1)
--------------- --------------- --------------
Balances, End of Year.............................. $ 21.0 $ 11.8 $ 11.3
=============== =============== ==============
Balances, end of year comprise:
Mortgage loans on real estate.................... $ 11.3 $ 11.8 $ 11.3
Equity real estate............................... 9.7 - -
--------------- --------------- --------------
Total.............................................. $ 21.0 $ 11.8 $ 11.3
=============== =============== ==============
Equity Method Investments
-------------------------
Included in other equity investments, are interests in limited
partnership interests and investment companies accounted for under the
equity method with a total carrying value of $1,272.2 million and
$1,028.6 million, respectively, at December 31, 2006 and 2005. Included
in equity real estate are interests in real estate joint ventures
accounted for under the equity method with a total carrying value of
$70.9 million and $119.6 million, respectively, at December 31, 2006 and
2005. The Company's total equity in net earnings (losses) for these real
estate joint ventures and limited partnership interests was $169.6
million, $157.2 million and $66.2 million, respectively, for 2006, 2005
and 2004.
Summarized below is the combined financial information only for those
real estate joint ventures and for those limited partnership interests
accounted for under the equity method in which the Company has an
investment of $10.0 million or greater and an equity interest of 10% or
greater (6 and 8 individual ventures at December 31, 2006 and 2005,
respectively) and the Company's carrying value and equity in net
earnings for those real estate joint ventures and limited partnership
interests:
[Enlarge/Download Table]
DECEMBER 31,
-------------------------------------
2006 2005
----------------- -----------------
(IN MILLIONS)
BALANCE SHEETS
Investments in real estate, at depreciated cost........................ $ 421.7 $ 527.4
Investments in securities, generally at estimated fair value........... 94.6 118.4
Cash and cash equivalents.............................................. 9.7 27.5
Other assets........................................................... 22.3 18.6
----------------- -----------------
Total Assets........................................................... $ 548.3 $ 691.9
================= =================
Borrowed funds - third party........................................... $ 278.1 $ 282.7
Other liabilities...................................................... 6.8 12.4
----------------- -----------------
Total liabilities...................................................... 284.9 295.1
----------------- -----------------
Partners' capital...................................................... 263.4 396.8
----------------- -----------------
Total Liabilities and Partners' Capital................................ $ 548.3 $ 691.9
================= =================
The Company's Carrying Value in These Entities Included Above.......... $ 78.7 $ 135.6
================= =================
F-25
[Enlarge/Download Table]
2006 2005 2004
--------------- --------------- --------------
(IN MILLIONS)
STATEMENTS OF EARNINGS
Revenues of real estate joint ventures............. $ 88.5 $ 98.2 $ 95.2
Net revenues of other limited
partnership interests............................ (1.3) 6.3 19.8
Interest expense - third party..................... (18.5) (18.2) (16.9)
Other expenses..................................... (53.7) (62.2) (64.0)
--------------- --------------- --------------
Net Earnings....................................... $ 15.0 $ 24.1 $ 34.1
=============== =============== ==============
The Company's Equity in Net Earnings of These
Entities Included Above.......................... $ 14.4 $ 11.6 $ 11.0
=============== =============== ==============
Derivatives
-----------
At December 31, 2006, the Company had open exchange-traded futures
positions on the S&P 500, Russell 1000, NASDAQ 100 and European,
Australasia, Far East ("EAFE") indices, having initial margin
requirements of $140.7 million. Contracts are net settled daily. At
December 31, 2006, the Company had open exchange-traded futures
positions on the 10-year U.S. Treasury Note, having initial margin
requirements of $4.2 million.
The outstanding notional amounts of derivative financial instruments
purchased and sold at December 31, 2006 and 2005 were:
[Enlarge/Download Table]
DECEMBER 31,
-------------------------------------
2006 2005
----------------- -----------------
(IN MILLIONS)
Notional Amount by Derivative Type:
Options:
Floors......................................................... $ 32,000 $ 24,000
Exchange traded U.S. Treasuries and equity index futures....... 3,536 2,208
----------------- -----------------
Total.............................................................. $ 35,536 $ 26,208
================= =================
At December 31, 2006 and 2005 and during the years then ended, there
were no financial instruments that contained implicit or explicit terms
that met the definitions of an embedded derivative component that needed
to be separated from the host contract and accounted for as a derivative
under the provisions of SFAS No. 133.
4) GOODWILL AND OTHER INTANGIBLE ASSETS
The carrying value of goodwill related to the AllianceBernstein totaled
$3.4 billion at December 31, 2006 and 2005.
The gross carrying amount of AllianceBernstein related intangible assets
were $563.7 million and $564.1 million at December 31, 2006 and 2005,
respectively and the accumulated amortization of these intangible assets
were $232.1 million and $208.5 million at December 31, 2006 and 2005,
respectively. Amortization expense related to the AllianceBernstein
intangible assets totaled $23.6 million, $23.5 million and $22.9 million
for 2006, 2005 and 2004, respectively.
At December 31, 2006 and 2005, respectively, net deferred sales
commissions totaled $194.9 million and $196.6 million and are included
within the Investment Management segment's Other assets. The estimated
amortization expense of deferred sales commissions based on the December
31, 2006 net balance for each of the next five years is $77.8 million,
$54.1 million, $39.3 million, $18.3 million and $4.9 million.
F-26
5) FAIR VALUE OF OTHER FINANCIAL INSTRUMENTS
The carrying value and estimated fair value for financial instruments
not otherwise disclosed in Notes 3, 6, 10 and 16 of Notes to
Consolidated Financial Statements are presented below:
[Enlarge/Download Table]
DECEMBER 31,
--------------------------------------------------------------------
2006 2005
-------------------------------- ---------------------------------
CARRYING ESTIMATED Carrying Estimated
VALUE FAIR VALUE Value Fair Value
--------------- --------------- --------------- ----------------
(IN MILLIONS)
Consolidated:
------------
Mortgage loans on real estate.......... $ 3,240.7 $ 3,285.7 $ 3,233.9 $ 3,329.0
Other limited partnership interests.... 1,262.6 1,262.6 1,015.2 1,015.2
Policy loans........................... 3,898.1 4,252.9 3,824.2 4,245.6
Policyholders liabilities:
Investment contracts................. 17,092.5 17,106.0 18,021.0 18,289.1
Long-term debt......................... 199.8 229.7 207.4 240.2
Closed Block:
------------
Mortgage loans on real estate.......... $ 809.4 $ 827.8 $ 930.3 $ 957.7
Other equity investments............... 2.2 2.2 3.3 3.3
Policy loans........................... 1,233.1 1,372.8 1,284.4 1,454.1
SCNILC liability....................... 10.4 10.3 11.4 11.6
Wind-up Annuities:
-----------------
Mortgage loans on real estate.......... $ 2.9 $ 3.0 $ 6.7 $ 7.1
Other equity investments............... 2.3 2.3 3.1 3.1
Guaranteed interest contracts.......... 5.8 6.0 6.5 6.4
Long-term debt......................... 101.7 101.7 101.7 101.7
F-27
6) CLOSED BLOCK
Summarized financial information for the Closed Block follows:
[Enlarge/Download Table]
DECEMBER 31, December 31,
2006 2005
---------------- -----------------
(IN MILLIONS)
CLOSED BLOCK LIABILITIES:
Future policy benefits, policyholders' account balances and other.... $ 8,759.5 $ 8,866.1
Policyholder dividend obligation..................................... 3.2 73.7
Other liabilities.................................................... 29.1 28.6
---------------- -----------------
Total Closed Block liabilities....................................... 8,791.8 8,968.4
---------------- -----------------
ASSETS DESIGNATED TO THE CLOSED BLOCK:
Fixed maturities, available for sale, at estimated fair value
(amortized cost of $5,967.6 and $5,761.5).......................... 6,019.4 5,908.7
Mortgage loans on real estate........................................ 809.4 930.3
Policy loans......................................................... 1,233.1 1,284.4
Cash and other invested assets....................................... 6.8 56.2
Other assets......................................................... 286.2 304.4
---------------- -----------------
Total assets designated to the Closed Block.......................... 8,354.9 8,484.0
---------------- -----------------
Excess of Closed Block liabilities over assets designated to
the Closed Block.................................................. 436.9 484.4
Amounts included in accumulated other comprehensive income:
Net unrealized investment gains, net of deferred income tax
expense of $17.0 and $25.7 and policyholder dividend
obligations of $3.2 and $73.7................................... 31.6 47.8
---------------- -----------------
Maximum Future Earnings To Be Recognized From Closed Block
Assets and Liabilities............................................ $ 468.5 $ 532.2
================ =================
Closed Block revenues and expenses as follow:
[Enlarge/Download Table]
2006 2005 2004
------------ ------------ -----------
(IN MILLIONS)
REVENUES:
Premiums and other income............................ $ 428.1 $ 449.3 $ 471.0
Investment income (net of investment
expenses of $0.1, $0, and $0.3)................... 520.2 525.9 554.8
Investment gains, net................................ 1.7 1.2 18.6
------------ ------------ -----------
Total revenues....................................... 950.0 976.4 1,044.4
------------ ------------ -----------
BENEFITS AND OTHER DEDUCTIONS:
Policyholders' benefits and dividends................ 852.2 842.5 883.8
Other operating costs and expenses................... 3.0 3.4 3.5
------------ ------------ -----------
Total benefits and other deductions.................. 855.2 845.9 887.3
------------ ------------ -----------
Net revenues before income taxes..................... 94.8 130.5 157.1
Income tax expense................................... (31.1) (45.6) (56.4)
------------ ------------ -----------
Net Revenues......................................... $ 63.7 $ 84.9 $ 100.7
============ ============ ===========
F-28
Reconciliation of the policyholder dividend obligation follows:
[Enlarge/Download Table]
DECEMBER 31,
------------------------------
2006 2005
--------------- ------------
(IN MILLIONS)
Balance at beginning of year........................................ $ 73.7 $ 264.3
Unrealized investment losses........................................ (70.5) (190.6)
--------------- -----------
Balance at End of Year ............................................. $ 3.2 $ 73.7
=============== ===========
Impaired mortgage loans along with the related investment valuation
allowances follow:
[Enlarge/Download Table]
DECEMBER 31,
-----------------------------
2006 2005
-------------- ------------
(IN MILLIONS)
Impaired mortgage loans with investment valuation allowances........ $ 17.8 $ 59.1
Impaired mortgage loans without investment valuation allowances..... .1 4.0
--------------- -----------
Recorded investment in impaired mortgage loans...................... 17.9 63.1
Investment valuation allowances..................................... (7.3) (7.1)
--------------- -----------
Net Impaired Mortgage Loans......................................... $ 10.6 $ 56.0
=============== ===========
During 2006, 2005 and 2004, the Closed Block's average recorded
investment in impaired mortgage loans was $59.9 million, $61.0 million
and $62.6 million, respectively. Interest income recognized on these
impaired mortgage loans totaled $3.3 million, $4.1 million and $4.7
million for 2006, 2005 and 2004, respectively.
Valuation allowances amounted to $7.3 million and $7.1 million on
mortgage loans on real estate at December 31, 2006 and 2005,
respectively. Writedowns of fixed maturities amounted to $1.4 million,
$7.7 million and $10.8 million for 2006, 2005 and 2004, respectively.
7) CONTRACTHOLDER BONUS INTEREST CREDITS
Changes in the deferred asset for contractholder bonus interest credits
are as follows:
[Enlarge/Download Table]
DECEMBER 31,
------------------------------
2006 2005
--------------- -----------
(IN MILLIONS)
Balance, beginning of year.......................................... $ 555.0 $ 461.0
Contractholder bonus interest credits deferred ..................... 155.4 142.4
Amortization charged to income ..................................... (59.7) (48.4)
--------------- ------------
Balance, End of Year ............................................... $ 650.7 $ 555.0
=============== ============
F-29
8) GMDB, GMIB AND NO LAPSE GUARANTEE FEATURES
A) Variable Annuity Contracts - GMDB and GMIB
------------------------------------------
The Company has certain variable annuity contracts with GMDB and GMIB
features in-force that guarantee one of the following:
o Return of Premium: the benefit is the greater of current account
value or premiums paid (adjusted for withdrawals);
o Ratchet: the benefit is the greatest of current account value,
premiums paid (adjusted for withdrawals), or the highest account
value on any anniversary up to contractually specified ages
(adjusted for withdrawals);
o Roll-Up: the benefit is the greater of current account value or
premiums paid (adjusted for withdrawals) accumulated at
contractually specified interest rates up to specified ages; or
o Combo: the benefit is the greater of the ratchet benefit or the
roll-up benefit.
The following table summarizes the GMDB and GMIB liabilities, before
reinsurance ceded, reflected in the General Account in future policy
benefits and other policyholders liabilities:
[Enlarge/Download Table]
GMDB GMIB TOTAL
-------------- ----------- ------------
(IN MILLIONS)
Balance at January 1, 2004......................... $ 69.3 $ 85.6 $ 154.9
Paid guarantee benefits.......................... (46.8) - (46.8)
Other changes in reserve......................... 45.1 32.0 77.1
--------------- ------------ ------------
Balance at December 31, 2004....................... 67.6 117.6 185.2
Paid guarantee benefits.......................... (39.6) (2.2) (41.8)
Other changes in reserve......................... 87.2 58.2 145.4
--------------- ------------ ------------
Balance at December 31, 2005....................... 115.2 173.6 288.8
Paid guarantee benefits.......................... (31.6) (3.3) (34.9)
Other changes in reserve......................... 80.1 58.0 138.1
--------------- ------------ ------------
Balance at December 31, 2006....................... $ 163.7 $ 228.3 $ 392.0
=============== ============ ============
Related GMDB reinsurance ceded amounts were:
[Download Table]
GMDB
-----------------
Balance at January 1, 2004......................... $ 17.2
Paid guarantee benefits.......................... (12.9)
Other changes in reserve......................... 6.0
-----------------
Balance at December 31, 2004....................... 10.3
Paid guarantee benefits.......................... (12.1)
Other changes in reserve......................... 24.5
-----------------
Balance at December 31, 2005....................... 22.7
Paid guarantee benefits.......................... (9.1)
Other changes in reserve......................... 10.0
-----------------
Balance at December 31, 2006....................... $ 23.6
=================
The December 31, 2006 values for those variable annuity contracts
in-force on such date with GMDB and GMIB features are presented in the
following table. For contracts with the GMDB feature, the net amount at
risk in the event of death is the amount by which the GMDB benefits
exceed related account values. For contracts with the GMIB feature, the
net amount at risk in the event of annuitization is the amount by which
the present value of the GMIB benefits exceeds related account values,
taking into account the relationship exclusive:
F-30
between current annuity purchase rates and the GMIB guaranteed annuity
purchase rates. Since variable annuity contracts with GMDB guarantees
may also offer GMIB guarantees in the same contract, the GMDB and GMIB
amounts listed are not mutually
[Enlarge/Download Table]
RETURN
OF
PREMIUM RATCHET ROLL-UP COMBO TOTAL
-------------- ---------------- ------------- ------------- ---------------
(DOLLARS IN MILLIONS)
GMDB:
-----
Account values invested in:
General Account.................. $ 11,331 $ 408 $ 319 $ 646 $ 12,704
Separate Accounts................ $ 25,633 $ 7,856 $ 7,653 $ 23,165 $ 64,307
Net amount at risk, gross........... $ 302 $ 234 $ 1,447 $ 41 $ 2,024
Net amount at risk, net of
amounts reinsured................ $ 302 $ 164 $ 883 $ 41 $ 1,390
Average attained age of
contractholders.................. 49.5 61.0 64.3 61.2 52.6
Percentage of contractholders
over age 70....................... 7.5% 22.6% 33.6% 21.2% 11.8%
Range of contractually specified
interest rates................... N/A N/A 3%-6% 3%-6%
GMIB:
-----
Account values invested in:
General Account.................. N/A N/A $ 87 $ 882 $ 969
Separate Accounts................ N/A N/A $ 5,248 $ 31,736 $ 36,984
Net amount at risk, gross........... N/A N/A $ 277 $ - $ 277
Net amount at risk, net of
amounts reinsured................ N/A N/A $ 71 $ - $ 71
Weighted average years remaining
until earliest annuitization..... N/A N/A 2.4 8.4 7.4
Range of contractually specified
interest rates................... N/A N/A 3%-6% 3%-6%
B) Separate Account Investments by Investment Category Underlying GMDB
-------------------------------------------------------------------
and GMIB Features
-----------------
The total account values of variable annuity contracts with GMDB and
GMIB features include amounts allocated to the guaranteed interest
option which is part of the General Account and variable investment
options which invest through Separate Accounts in variable insurance
trusts. The following table presents the aggregate fair value of assets,
by major investment category, held by Separate Accounts that support
variable annuity contracts with GMDB and GMIB benefits and guarantees.
The investment performance of the assets impacts the related account
values and, consequently, the net amount of risk associated with the
GMDB and GMIB benefits and guarantees. Since variable annuity contracts
with GMDB benefits and guarantees may also offer GMIB benefits and
guarantees in each contract, the GMDB and GMIB amounts listed are not
mutually exclusive:
F-31
INVESTMENT IN VARIABLE INSURANCE TRUST MUTUAL FUNDS
[Enlarge/Download Table]
DECEMBER 31, December 31,
2006 2005
------------- -------------
(IN MILLIONS)
GMDB:
Equity............................................................. $ 42,885 $ 35,857
Fixed income....................................................... 4,438 4,353
Balanced........................................................... 14,863 9,121
Other.............................................................. 2,121 1,813
-------------- -------------
Total.............................................................. $ 64,307 $ 51,144
============== =============
GMIB:
Equity............................................................. $ 22,828 $ 17,540
Fixed income....................................................... 2,727 2,608
Balanced........................................................... 10,439 5,849
Other.............................................................. 990 680
-------------- -------------
Total.............................................................. $ 36,984 $ 26,677
============== =============
C) Hedging Programs for GMDB and GMIB Features
-------------------------------------------
In 2003, the Company initiated a program intended to provide an economic
hedge against certain risks associated with the GMDB feature of the
Accumulator(R) series of variable annuity products sold beginning April
2002. In 2004, the program was expanded to provide an economic hedge
against certain risks associated with the GMIB feature of the
Accumulator(R) series of variable annuity products sold beginning 2004.
This program currently utilizes exchange-traded futures contracts that
are dynamically managed in an effort to reduce the economic impact of
unfavorable changes in GMDB and GMIB exposures attributable to movements
in the equity and fixed income markets. At December 31, 2006, the total
account value and net amount at risk of the hedged Accumulator(R) series
of variable annuity contracts were $41,597 million and $52 million,
respectively, with the GMDB feature and $24,409 million and zero
million, respectively, with the GMIB feature.
Although these programs are designed to provide economic protection
against the impact adverse market conditions may have with respect to
GMDB and GMIB guarantees, they do not qualify for hedge accounting
treatment under SFAS No. 133. Therefore, SFAS No. 133 requires gains or
losses on the futures contracts used in these programs, including
current period changes in fair value, to be recognized in investment
income in the period in which they occur, and may contribute to earnings
volatility.
D) Variable and Interest-Sensitive Life Insurance Policies - No Lapse
------------------------------------------------------------------
Guarantee
---------
The no lapse guarantee feature contained in variable and
interest-sensitive life insurance policies keeps them in force in
situations where the policy value is not sufficient to cover monthly
charges then due. The no lapse guarantee remains in effect so long as
the policy meets a contractually specified premium funding test and
certain other requirements.
The following table summarizes the no lapse guarantee liabilities
reflected in the General Account in future policy benefits and other
policyholders liabilities, and related reinsurance ceded:
F-32
[Enlarge/Download Table]
DIRECT REINSURANCE
LIABILITY CEDED NET
------------ -------------- ------------
(IN MILLIONS)
Balance at January 1, 2004......................... $ 37.4 $ - $ 37.4
Impact of adoption of SOP 03-1................... (23.4) (1.7) (25.1)
Other changes in reserve......................... 6.5 (4.4) 2.1
------------ -------------- -------------
Balance at December 31, 2004....................... 20.5 (6.1) 14.4
Other changes in reserve......................... 14.3 (14.3) -
------------ -------------- -------------
Balance at December 31, 2005....................... 34.8 (20.4) 14.4
Other changes in reserve......................... 32.0 (27.5) 4.5
------------ -------------- -------------
Balance at December 31, 2006....................... $ 66.8 $ (47.9) $ 18.9
============ ============== =============
9) REINSURANCE AGREEMENTS
The Insurance Group assumes and cedes reinsurance with other insurance
companies. The Insurance Group evaluates the financial condition of its
reinsurers to minimize its exposure to significant losses from reinsurer
insolvencies. Ceded reinsurance does not relieve the originating insurer
of liability.
The Insurance Group reinsures most of its new variable life, universal
life and term life policies on an excess of retention basis. The
Insurance Group maintains a maximum retention on single life policies of
$25 million and on second-to-die policies of $30 million with the excess
100% reinsured. For certain segments of its business, the Insurance
Group ceded 40% of the business underwritten by AXA Equitable on a
guaranteed or simplified issue basis was ceded on a yearly renewable
term basis. The Insurance Group also reinsures the entire risk on
certain substandard underwriting risks and in certain other cases.
Likewise, certain risks that would otherwise be reinsured on a
proportional basis have been retained.
At December 31, 2006, the Company had reinsured in the aggregate
approximately 31.3% of its current exposure to the GMDB obligation on
annuity contracts in-force and, subject to certain maximum amounts or
caps in any one period, approximately 74% of its current liability
exposure resulting from the GMIB feature. See Note 8 of Notes to
Consolidated Financial Statements.
Based on management's estimates of future contract cash flows and
experience, the estimated fair values of the GMIB reinsurance contracts,
considered derivatives under SFAS No. 133, at December 31, 2006 and 2005
were $117.8 million and $132.6 million, respectively. The (decrease)
increase in estimated fair value was $(14.8) million, $42.6 million and
$61.0 million for 2006, 2005 and 2004, respectively.
At December 31, 2006 and 2005, respectively, reinsurance recoverables
related to insurance contracts amounted to $2.69 billion and $2.60
billion. Reinsurance payables related to insurance contracts totaling
$54.2 million and $39.7 million are included in other liabilities in the
consolidated balance sheets.
The Insurance Group cedes substantially all of its group life and health
business to a third party insurer. Insurance liabilities ceded totaled
$262.6 million and $288.4 million at December 31, 2006 and 2005,
respectively.
The Insurance Group also cedes a portion of its extended term insurance
and paid up life insurance and substantially all of its individual
disability income business through various coinsurance agreements.
In addition to the sale of insurance products, the Insurance Group acts
as a professional retrocessionaire by assuming life reinsurance from
professional reinsurers. The Insurance Group has also assumed accident,
health, aviation and space risks by participating in or reinsuring
various reinsurance pools and arrangements. Reinsurance assumed reserves
at December 31, 2006 and 2005 were $644.4 million and $624.6 million,
respectively.
F-33
The following table summarizes the effect of reinsurance (excluding
group life and health):
[Enlarge/Download Table]
2006 2005 2004
-------------- -------------- ----------
(IN MILLIONS)
Direct premiums.................................... $ 854.6 $ 901.0 $ 828.9
Reinsurance assumed................................ 196.1 170.1 191.2
Reinsurance ceded.................................. (232.9) (189.4) (140.5)
--------------- ------------ -----------
Premiums $ 817.8 $ 881.7 $ 879.6
=============== ============ ===========
Universal Life and Investment-type Product
Policy Fee Income Ceded.......................... $ 152.8 $ 169.3 $ 134.8
=============== ============ ===========
Policyholders' Benefits Ceded...................... $ 379.2 $ 300.2 $ 361.0
=============== ============ ===========
Interest Credited to Policyholders' Account
Balances Ceded................................... $ 53.8 $ 50.9 $ 50.2
=============== ============ ===========
Individual Disability Income and Major Medical
----------------------------------------------
Claim reserves and associated liabilities net of reinsurance ceded for
individual DI and major medical policies were $92.9 million and $91.2
million at December 31, 2006 and 2005, respectively. At December 31,
2006 and 2005, respectively, $1,032.4 million and $1,043.9 million of DI
reserves and associated liabilities were ceded through indemnity
reinsurance agreements with a singular reinsurance group. Incurred
benefits (benefits paid plus changes in claim reserves) and benefits
paid for individual DI and major medical policies are summarized as
follows:
[Enlarge/Download Table]
2006 2005 2004
------------ ------------ ------------
(IN MILLIONS)
Incurred benefits related to current year......... $ 35.8 $ 35.6 $ 35.0
Incurred benefits related to prior years.......... 9.9 50.3 12.8
------------ ------------ ------------
Total Incurred Benefits........................... $ 45.7 $ 85.9 $ 47.8
============ ============ ============
Benefits paid related to current year............. $ 14.0 $ 14.8 $ 12.9
Benefits paid related to prior years.............. 30.0 44.7 33.1
------------ ------------ ------------
Total Benefits Paid............................... $ 44.0 $ 59.5 $ 46.0
============ ============ ============
F-34
10) SHORT-TERM AND LONG-TERM DEBT
Short-term and long-term debt consists of the following:
[Enlarge/Download Table]
DECEMBER 31,
-----------------------------
2006 2005
------------- ------------
(IN MILLIONS)
Short-term debt:
Current portion of long-term debt................................... $ - $ 399.7
Promissory note, 5.27% ............................................. 248.3 248.3
AllianceBernstein commercial paper ................................. 334.9 -
------------ -----------
Total short-term debt............................................... 583.2 648.0
------------ -----------
Long-term debt:
AXA Equitable:
Surplus Notes, 7.70%, due 2015.................................... 199.8 199.8
------------ -----------
Total AXA Equitable........................................... 199.8 199.8
------------ -----------
AllianceBernstein:
Other............................................................. - 7.6
------------ -----------
Total AllianceBernstein....................................... - 7.6
------------ -----------
Total long-term debt................................................ 199.8 207.4
------------ -----------
Total Short-term and Long-term Debt................................. $ 783.0 $ 855.4
============ ===========
Short-term Debt
---------------
On July 9, 2004, AXA and certain of its subsidiaries, including AXA
Financial, entered into a (euro)3.5 billion global revolving credit
facility which matures July 9, 2009, with a group of 30 commercial banks
and other lenders. Under the terms of the revolving credit facility, up
to $500.0 million is available to AXA Financial for general corporate
purposes.
AXA Equitable has a $350.0 million, one-year promissory note, of which
$101.7 million is included within Wind-up Annuities. The promissory
note, which matures in March 2007, is related to wholly owned real
estate. Certain terms of the promissory note, such as interest rate and
maturity date, are negotiated annually.
At December 31, 2006 and 2005, the Company had pledged real estate of
$326.0 million and $320.8 million, respectively, as collateral for
certain short-term debt.
In August 2001, AllianceBernstein issued $400.0 million 5.625% notes
pursuant to a shelf registration statement that originally permitted
AllianceBernstein to issue up to $600.0 million in senior debt
securities. AllianceBernstein currently has $200.0 million available
under the shelf registration statement for future issuances. The
proceeds from the AllianceBernstein notes were used to reduce commercial
paper and credit facility borrowings and for other general partnership
purposes. The AllianceBernstein notes matured in August 2006.
AllianceBernstein used cash flow from operations as well as proceeds
from the issuance of commercial paper to retire the notes at maturity.
In February 2006, AllianceBernstein entered into an $800.0 million
five-year revolving credit facility with a group of commercial banks and
other lenders. The revolving credit facility is intended to provide
back-up liquidity for AllianceBernstein's commercial paper program,
which increased from $425.0 million to $800.0 million in May 2006. Under
the revolving credit facility, the interest rate, at the option of
AllianceBernstein, is a floating rate generally based upon a defined
prime rate, a rate related to the London Interbank Offered Rate
("LIBOR") or the Federal Funds rate. The revolving credit facility
contains covenants that, among other things, require AllianceBernstein
to meet certain financial ratios. AllianceBernstein was in compliance
with the covenants as of December 31, 2006.
F-35
As of December 31, 2006, AllianceBernstein maintained a $100.0 million
extendible commercial notes ("ECN") program as a supplement to
AllianceBernstein's commercial paper program. ECNs are short-term
uncommitted debt instruments that do not require back-up liquidity
support.
In 2006, SCB LLC entered into four separate uncommitted credit facility
agreements with various banks, each for $100.0 million. As of December
31, 2006, there were no amounts outstanding under these credit
facilities. During the first quarter 2007, SCB LLC increased three of
the agreements to $200.0 million each and entered into an additional
agreement for $100.0 million with a new bank.
Long-term Debt
--------------
At December 31, 2006, the Company was not in breach of any debt
covenants.
11) RELATED PARTY TRANSACTIONS
The Company reimburses AXA Financial for expenses relating to the Excess
Retirement Plan, Supplemental Executive Retirement Plan and certain
other employee benefit plans that provide participants with medical,
life insurance, and deferred compensation benefits. Such reimbursement
was based on the cost to AXA Financial of the benefits provided which
totaled $53.5 million, $57.2 million and $55.0 million, respectively,
for 2006, 2005 and 2004.
The Company paid $767.2 million, $695.0 million and $658.8 million,
respectively, of commissions and fees to AXA Distribution and its
subsidiaries for sales of insurance products for 2006, 2005 and 2004.
The Company charged AXA Distribution's subsidiaries $352.9 million,
$324.4 million and $293.1 million, respectively, for their applicable
share of operating expenses for 2006, 2005 and 2004, pursuant to the
Agreements for Services.
In September 2001, AXA Equitable loaned $400.0 million to AXA Insurance
Holding Co. Ltd., a Japanese subsidiary of AXA. This investment has an
interest rate of 5.89% and matures on June 15, 2007. All payments,
including interest payable semi-annually, are guaranteed by AXA.
In 2005, AXA Financial issued a note to AXA Equitable in the amount of
$325.0 million with an interest rate of 6.00% and a maturity date of
December 1, 2035. Interest on this note is payable semi-annually.
In 2003, AXA Equitable entered into a reinsurance agreement with AXA
Financial Reinsurance Company (Bermuda), LTD ("AXA Bermuda"), an
indirect, wholly owned subsidiary of AXA Financial, to cede certain term
insurance policies written after December 2002. AXA Equitable ceded
$91.9 million, $57.9 million and $28.6 million of premiums and $49.1
million, $26.3 million and $16.4 million of reinsurance reserves to AXA
Bermuda in 2006, 2005 and 2004, respectively.
Various AXA affiliates cede a portion of their life and health insurance
business through reinsurance agreements to AXA Cessions, an AXA
affiliated reinsurer. AXA Cessions, in turn, retrocedes a quota share
portion of these risks to AXA Equitable on a one-year term basis.
Premiums earned in 2006 under this arrangement totaled approximately
$1.1 million.
Both AXA Equitable and AllianceBernstein, along with other AXA
affiliates, participate in certain intercompany cost sharing and service
agreements that include technology and professional development
arrangements. Payments by AXA Equitable and AllianceBernstein to AXA
under such agreements totaled approximately $28.8 million, $32.8 million
and $30.2 million in 2006, 2005 and 2004, respectively. Payments by AXA
and AXA affiliates to AXA Equitable under such agreements totaled $27.9
million, $30.4 million and $38.9 million in 2006, 2005 and 2004,
respectively. Included in the payments by AXA and AXA affiliates to the
Company are $12.6 million, $12.7 million and $12.7 million from AXA
Tech, which represent the net amount of payments resulting from services
and facilities provided by the Company to AXA Tech of $111.0 million,
$110.9 million and $106.4 million less the payments for services
provided from AXA Tech to the Company of $98.4 million, $98.2 million
and $93.7 million for 2006, 2005 and 2004, respectively.
Commissions, fees and other income includes certain revenues for
services provided to mutual funds managed by AllianceBernstein. These
revenues are described below:
F-36
[Enlarge/Download Table]
2006 2005 2004
----------------- ---------------- ------------------
(IN MILLIONS)
Investment advisory and services fees.............. $ 840.5 $ 728.5 $ 744.7
Distribution revenues.............................. 421.0 397.8 447.3
Other revenues - shareholder servicing fees........ 97.2 99.3 116.0
Other revenues - other............................. 6.9 8.0 8.8
Institutional research services.................... 1.4 3.5 5.3
12) EMPLOYEE BENEFIT PLANS
The Company (other than AllianceBernstein) sponsors qualified and
non-qualified defined benefit plans covering substantially all employees
(including certain qualified part-time employees), managers and certain
agents. These pension plans are non-contributory and their benefits are
based on a cash balance formula and/or, for certain participants, years
of service and final average earnings over a specified period in the
plans. AllianceBernstein maintains a qualified, non-contributory,
defined benefit retirement plan covering current and former employees
who were employed by AllianceBernstein in the United States prior to
October 2, 2000. AllianceBernstein's benefits are based on years of
credited service, average final base salary and primary social security
benefits. The Company uses a December 31 measurement date for its
pension and postretirement plans.
Generally, the Company's funding policy is to make the minimum
contribution required by the Employee Retirement Income Security Act of
1974 ("ERISA"). The Company made cash contributions of $4.3 million in
2006. No significant cash contributions to the Company's qualified plans
are expected to be required to satisfy their minimum funding
requirements for 2007.
Components of net periodic pension expense for the Company's qualified
and non-qualified plans were as follows:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(In Millions)
Service cost....................................... $ 37.6 $ 36.0 $ 34.6
Interest cost on projected benefit obligations..... 122.1 123.7 121.9
Expected return on assets.......................... (184.8) (173.7) (170.9)
Net amortization and deferrals..................... 81.0 78.8 64.7
----------------- ----------------- -----------------
Net Periodic Pension Expense....................... $ 55.9 $ 64.8 $ 50.3
================= ================= =================
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The plans' projected benefit obligations under the Company's qualified
and non-qualified plans were comprised of:
[Enlarge/Download Table]
DECEMBER 31,
-------------------------------------
2006 2005
----------------- -----------------
(IN MILLIONS)
Benefit obligations, beginning of year................................. $ 2,365.5 $ 2,212.0
Service cost........................................................... 30.6 30.0
Interest cost.......................................................... 122.1 123.7
Actuarial (gains) losses .............................................. (64.7) 128.7
Benefits paid.......................................................... (159.2) (128.9)
----------------- -----------------
Benefit Obligations, End of Year....................................... $ 2,294.3 $ 2,365.5
================= =================
At December 31, 2006, the Company adopted SFAS No. 158, requiring
recognition, in the consolidated balance sheet, of the funded status of
its defined benefit pension plans, measured as the difference between
plan assets at fair value and the projected benefit obligations. The
following table discloses the change in plan assets and the
reconciliation of the funded status of the Company's qualified plans to
amounts included in the accompanying consolidated balance sheets:
[Enlarge/Download Table]
DECEMBER 31,
-----------------------------------
2006 2005
---------------- -----------------
(IN MILLIONS)
Plan assets at fair value, beginning of year.............................. $ 2,278.5 $ 2,126.7
Actual return on plan assets.............................................. 282.0 208.9
Contributions............................................................. 4.3 78.5
Benefits paid and fees.................................................... (168.8) (135.6)
---------------- -----------------
Plan assets at fair value, end of year.................................... 2,396.0 2,278.5
Projected benefit obligations............................................. 2,294.3 2,365.5
---------------- -----------------
Overfunding (underfunding) of plan assets over
projected benefit obligations........................................... 101.7 (87.0)
Unrecognized prior service cost........................................... - (24.4)
Unrecognized net loss from past experience different
from that assumed....................................................... - 957.3
Unrecognized net asset at transition...................................... - (1.0)
---------------- -----------------
Prepaid Pension Cost, Net................................................. $ 101.7 $ 844.9
================ =================
Prepaid and accrued pension costs were $133.1 million and $31.4 million,
respectively, at December 31, 2006 and $868.3 million and $23.4 million,
respectively, at December 31, 2005. The aggregate projected benefit
obligations and fair value of plan assets for pension plans with
projected benefit obligations in excess of plan assets were $84.7
million and $53.3 million, respectively, at December 31, 2006, and
$2,365.5 million and $2,278.5 million, respectively, at December 31,
2005. The aggregate accumulated benefit obligation and fair value of
plan assets for pension plans with accumulated benefit obligations in
excess of plan assets were $68.4 million and $53.3 million,
respectively, at December 31, 2006, and $66.9 million and $47.4 million,
respectively, at December 31, 2005. The accumulated benefit obligations
for all defined benefit pension plans were $2,226.8 million and $2,290.0
million at December 31, 2006 and 2005, respectively.
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The following table illustrates the incremental line-by-line effect of
applying SFAS No. 158 for the pension plans in the December 31, 2006
consolidated balance sheet:
[Enlarge/Download Table]
Before After
Application Application
of SFAS of SFAS
No.158 Adjustments No.158
----------------- ----------------- -----------------
(In Millions)
Other assets ...................................... $ 3,753.0 $ (684.2) $ 3,068.8
Total assets....................................... 149,970.3 (684.2) 149,286.1
Income taxes payable............................... 3,216.9 (242.7) 2,974.2
Other liabilities.................................. 1,803.8 12.0 1,815.8
Minority interest in equity of consolidated
subsidiaries................................... 2,293.9 (4.0) 2,289.9
Total liabilities.................................. 140,038.4 (234.7) 139,803.7
Accumulated other comprehensive income............. 282.2 (449.5) (167.3)
Total shareholder' equity.......................... 9,931.9 (449.5) 9,482.4
The following table discloses the amounts included in accumulated other
comprehensive income at December 31, 2006 that have not yet been
recognized as components of net periodic pension cost:
[Enlarge/Download Table]
DECEMBER 31,
2006
--------------------
(IN MILLIONS)
Unrecognized net actuarial loss .................................................... $ 710.7
Unrecognized prior service cost (credit)............................................ (18.8)
Unrecognized net transition obligation (asset)...................................... (.8)
--------------------
Total ......................................................................... $ 691.1
====================
The estimated net loss, prior service cost, and net transition asset to
be reclassified from accumulated other comprehensive income and
recognized as components of net periodic pension cost over the next year
are $59.7 million, $(5.6) million, and zero, respectively. The following
table discloses the estimated fair value of plan assets and the
percentage of estimated fair value to total plan assets for the
qualified plans of the Company at December 31, 2006 and 2005.
[Enlarge/Download Table]
DECEMBER 31,
----------------------------------------------------------
2006 2005
----------------------------------------------------------
(IN MILLIONS)
ESTIMATED Estimated
FAIR VALUE % Fair Value %
--------------------- ----- --------------- ------
Corporate and government debt securities........ $ 429.8 18.0 $ 452.3 19.9
Equity securities............................... 1,720.7 71.8 1,526.5 67.0
Equity real estate ............................. 245.5 10.2 221.8 9.7
Short-term investments.......................... - - 77.9 3.4
Other........................................... - - - -
--------------------- ----- --------------- -----
Total Plan Assets............................... $ 2,396.0 100.0 $ 2,278.5 100.0
===================== ===== =============== =====
The primary investment objective of the plans of the Company is to
maximize return on assets, giving consideration to prudent risk. The
asset allocation is designed with a long-term investment horizon, based
on target investment of 65% equities, 25% fixed income and 10% real
estate. Emphasis is given to equity investments, given their higher
expected rate of return. Fixed income investments are included to
provide less volatile return. Real estate investments offer diversity to
the total portfolio and long-term inflation protection.
A secondary investment objective of the plans of the Company is to
minimize variation in annual net periodic pension cost over the long
term and to fund as much of the future liability growth as practical.
Specifically, a
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reasonable total rate of return is defined as income plus realized and
unrealized capital gains and losses such that the growth in projected
benefit obligation is less than the return on investments plus
contributions.
The assumed discount rates for measurement of the benefit obligations at
December 31, 2006 and 2005 each reflect the rates at which pension
benefits then could be effectively settled. Specifically at December 31,
2006, projected nominal cash outflows to fund expected annual benefits
payments under the Company's qualified and non-qualified pension and
postretirement benefit plans were discounted using a published
high-quality bond yield curve. The discount rate of 5.75% disclosed
below as having been used to measure the benefits obligation at December
31, 2006 represents the level equivalent discount rate that produces the
same present value measure of the benefits obligation as the
aforementioned discounted cash flow analysis. The following table
discloses the weighted-average assumptions used to measure the Company's
pension benefit obligations and net periodic pension cost at and for the
years ended December 31, 2006 and 2005.
[Enlarge/Download Table]
AXA FINANCIAL GROUP
--------------------------------
2006 2005
---- ----
Discount rate:
Benefit obligation............................................... 5.75% 5.25%
Periodic cost.................................................... 5.25% 5.75%
Rate of compensation increase:
Benefit obligation and periodic cost............................. 6.00% 6.00%
Expected long-term rate of return on plan assets (periodic cost)... 8.50% 8.50%
As noted above, the pension plans' target asset allocation is 65%
equities, 25% fixed maturities, and 10% real estate. Management reviewed
the historical investment returns and future expectations of returns
from these asset classes to conclude that a long-term expected rate of
return of 8.5% is reasonable.
Prior to 1987, the pension plan funded participants' benefits through
the purchase of non-participating annuity contracts from AXA Equitable.
Benefit payments under these contracts were approximately $20.3 million,
$21.7 million and $23.2 million for 2006, 2005 and 2004, respectively.
The following table sets forth an estimate of future benefits expected
to be paid in each of the next five years, beginning January 1, 2007,
and in the aggregate for the five years thereafter. These estimates are
based on the same assumptions used to measure the respective benefit
obligations at December 31, 2006 and include benefits attributable to
estimated future employee service.
PENSION BENEFITS
----------------
(IN MILLIONS)
2007..................... $ 165.1
2008..................... 174.1
2009..................... 177.2
2010..................... 179.2
2011..................... 180.3
Years 2012 -2016......... 914.4
AllianceBernstein maintains several unfunded deferred compensation plans
for the benefit of certain eligible employees and executives. The
AllianceBernstein Capital Accumulation Plan was frozen on December 31,
1987 and no additional awards have been made. For the active plans,
benefits vest over a period ranging from 3 to 8 years and are amortized
as compensation and benefit expense. ACMC, Inc. ("ACMC"), a subsidiary
of the Company, is obligated to make capital contributions to
AllianceBernstein in amounts equal to benefits paid under the
AllianceBernstein Capital Accumulation Plan and the contractual unfunded
deferred compensation arrangements. In connection with the acquisition
of Bernstein, AllianceBernstein adopted SCB Deferred Compensation Award
Plan ("SCB Plan") and agreed to invest $96.0 million per annum for three
years to fund purchases of AllianceBernstein Holding L.P.
("AllianceBernstein Holding") units or an AllianceBernstein sponsored
money market fund in each case for the benefit of certain individuals
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who were stockholders or principals of Bernstein or hired to replace
them. The Company has recorded compensation and benefit expenses in
connection with these deferred compensation plans totaling $243.8
million, $186.2 million and $146.7 million for 2006, 2005 and 2004,
respectively.
13) SHARE-BASED COMPENSATION
AXA and AXA Financial sponsor various share-based compensation plans for
eligible employees and associates of AXA Financial and its subsidiaries,
including the Company. AllianceBernstein also sponsors its own unit
option plans for certain of its employees. Activity in these share-based
plans in the discussions that follow relates to awards granted to
eligible employees and associates of AXA Financial and its subsidiaries
under each of these plans in the aggregate, except where otherwise
noted.
For 2006, the Company recognized $24.8 million of compensation costs
under SFAS No. 123(R) for employee stock options, including $16.9
million resulting from unvested awards at January 1, 2006. On March 31,
2006, 3.8 million nonstatutory stock options to purchase AXA ordinary
shares were awarded under The AXA Stock Option Plans for AXA Financial
Employees and Associates, of which approximately 2.6 million have a four
year graded vesting schedule, with one-third vesting on each of the
second, third and fourth anniversaries of the grant date and
approximately 1.2 million have a 4-year cliff-vesting term. The cost of
that award is attributed over the shorter of the employees' four year
service-vesting term or to the date at which retirement eligibility is
achieved and subsequent service no longer is required for continued
vesting of the award. All of the options granted on March 31, 2006 have
a 10-year contractual term. Information about options outstanding and
exercisable at December 31, 2006 also is presented. The number of AXA
ADRs authorized to be issued pursuant to option grants and, as further
described below, restricted stock grants under The AXA Financial, Inc.
1997 Stock Incentive Plan (the "Stock Incentive Plan") is approximately
124.5 million less the number of shares issued pursuant to option grants
under The AXA Financial, Inc. 1991 Stock Incentive Plan (the predecessor
plan to the Stock Incentive Plan). A summary of the activity in the AXA,
AXA Financial and AllianceBernstein option plans during 2006 follows:
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[Enlarge/Download Table]
Options Outstanding
---------------------------------------------------------------------------------------------------
AllianceBernstein
AXA Ordinary Shares AXA ADRs Holding Units
-------------------------------- --------------------------------- --------------------------------
Weighted Weighted Weighted
Number Average' Number Average' Number Average'
Outstanding Exercise Outstanding Exercise Outstanding Exercise
(In Millions) Price (In Millions) Price (In Millions) Price
-------------- --------------- -------------- -------------- -------------- --------------
Options outstanding at
January 1, 2006..... 3.5 (euro) 20.87 38.6 $ 24.06 7.5 $ 40.45
Options granted ....... 4.0 (euro) 28.40 .7 23.26 - (2) $ 65.02
Options exercised...... - - (9.1) $ 22.08 (2.6) $ 38.40
Options forfeited...... (.1) (euro) - (3.4) $ 33.57 (.1) $ 38.19
Options expired........ - - - -
-------------- -------------- --------------
Options Outstanding at
December 31, 2006... 7.4 (euro) 24.82 26.8 $ 23.40 4.8 $ 41.62
============== =============== ============== ============== ============== ==============
Aggregate Intrinsic (euro) 43.2 $ 463.1 $ 186.9
Value (1)........... =============== ============== ==============
Weighted Average
Remaining
Contractual Term
(in years).......... 8.9 4.4 4.37
============== ============== ==============
Options Exercisable at - 20.2 $ 23.40 4.4 $ 42.24
December 31, 2006... ============== ============== ============== ============== ==============
Aggregate Intrinsic - $ 342.4 $ 169.3
Value (1)........... =============== ============== ==============
Weighted Average
Remaining
Contractual Term
(in years)......... - 3.39 4.30
============== ============== ==============
(1) Intrinsic value, presented in millions, is calculated as the excess
of the closing market price on December 31, 2006 of the respective
underlying shares over the strike prices of the option awards.
(2) AllianceBernstein grants totaled 9,712 units in 2006.
Cash proceeds received from employee exercises of options to purchase
AXA ADRs in 2006 were $201.3 million. The intrinsic value related to
employee exercises of options to purchase AXA ADRs during 2006, 2005 and
2004 were $132.1 million, $68.3 million and $18.8 million, respectively,
resulting in amounts currently deductible for tax purposes of $44.9
million, $22.9 million and $6.2 million, respectively, for the periods
then ended. Under SFAS No. 123(R), $34.8 million windfall tax benefits
resulted from employee stock option exercises during 2006.
At December 31, 2005, AXA Financial held 9.3 million AXA ADRs in
treasury at a weighted average cost of approximately $24.00 per ADR, of
which approximately 9.0 million were designated to fund future exercises
of outstanding employee stock options and the remainder of approximately
.3 million units was available for general corporate purposes, including
funding other stock-based compensation programs. These AXA ADRs were
obtained primarily by exercise of call options that had been purchased
by AXA Financial beginning in fourth quarter 2004 to mitigate the U.S.
dollar price and foreign exchange risks associated with funding
exercises of employee stock options. Remaining outstanding and
unexercised at December 31, 2006 are call options to purchase 8.9
million AXA ADRs at strike prices ranging from $30.41 to $32.37, each
having a cap equal to approximately 150% of its strike price, at which
time the option automatically would be exercised. These call options
expire on November 23, 2009. During 2006, AXA Financial utilized
approximately 5.6 million AXA ADRs from treasury to fund exercises of
employee stock options. Employee options outstanding at December 31,
2006 to purchase AXA ordinary shares begin to become exercisable in
March 2007 and their future exercises are expected to be funded by newly
issued AXA ordinary shares.
Prior to adoption of SFAS No. 123(R), the Company had elected to
continue accounting for employee stock option awards under APB No. 25
and, therefore, no compensation cost for these awards was recognized in
the consolidated statement of earnings in 2005 and 2004. The following
table illustrates the effect on net
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income had compensation expense for employee stock option awards been
measured and recognized by the Company under the fair-value-based method
of SFAS No. 123, "Accounting for Stock-Based Compensation". These pro
forma disclosures are not adjusted from amounts previously reported and,
therefore, retain the original grant-date fair values of the underlying
awards, continue to attribute cost over the awards' service-vesting
periods and do not include estimates of pre-vesting forfeitures.
[Enlarge/Download Table]
2005 2004
------------------- -----------------
(In Millions)
Net earnings as reported.......................................... $ 1,073.8 $ 929.9
Less: Total stock-based employee compensation expense
determined under fair value method, net of income tax benefit.. (23.2) (21.4)
----------------- -----------------
Pro Forma Net Earnings............................................ $ 1,050.6 $ 908.5
================= =================
For the purpose of estimating the fair value of employee stock option
awards granted on or after January 1, 2006, the Company continues to
apply the Black-Scholes-Merton formula and the same methodologies for
developing the input assumptions as previously had been used to prepare
the pro forma disclosures required by SFAS No. 123. Shown below are the
relevant input assumptions used to derive the fair values of options
awarded in 2006, 2005 and 2004, respectively. For employee stock options
with graded vesting terms and service conditions granted on or after
January 1, 2006, the Company elected under SFAS No. 123(R) to retain its
practice of valuing these as singular awards and to change to the
graded-vesting method of attribution, whereby the cost is recognized
separately over the requisite service period for each individual
one-third of the options vesting on the second, third and fourth
anniversaries of the grant date.
[Enlarge/Download Table]
AXA Ordinary AllianceBernstein
Shares AXA ADRs Holding Units
------------------- -------------------- -----------------------------
2006 2005 2005 2004 2006 2005 2004
-------- --------- ---------- --------- --------- ---------- --------
Dividend yield............ 3.48% 3.15% 3.01% 2.24% 6% 6.2% 3.5%
Expected volatility....... 28% 25% 25% 43% 31% 31% 32%
Risk-free interest rate... 3.77% 3.09% 4.27% 2.86% 4.9% 3.7% 4.0%
Expected life in years.... 5.0 5.0 5.0 5.0 6.5 3.0 5.0
Weighted average fair
value per option at
grant date.............. $7.45 $4.30 $4.85 $6.94 $12.35 $7.04 $8.00
As of December 31, 2006, approximately $19.0 million of unrecognized
compensation cost related to unvested employee stock option awards, net
of estimated pre-vesting forfeitures, is expected to be recognized by
the Company over a weighted average period of 1.8 years.
Under the Stock Incentive Plan, AXA Financial grants restricted AXA ADRs
to employees of its subsidiaries, including AXA Equitable. Generally,
all outstanding restricted AXA ADR grants have a 7-year vesting schedule
with potential accelerated vesting based on performance. Under The
Equity Plan for Directors ("the Equity Plan"), AXA Financial grants
non-officer directors restricted AXA ADRs and unrestricted AXA ADRs
annually. Similarly, AllianceBernstein awards restricted
AllianceBernstein Holding units to independent directors of its General
Partner. In addition, under its Century Club Plan, awards of restricted
AllianceBernstein Holding units that vest ratably over three years are
made to eligible AllianceBernstein employees whose primary
responsibilities are to assist in the distribution of company-sponsored
mutual funds. For 2006, 2005 and 2004 AXA Financial Group recognized
compensation costs of $5.6 million, under SFAS No. 123(R) and $10.1
million and $9.5 million, respectively, under APB No. 25 for awards
outstanding under these plans. Consistent with existing practice of the
Company prior to adoption of SFAS No. 123(R), grant-date fair value
continues to be measured by the closing price of the shares awarded and
the result generally is attributed over the shorter of the performance
period, the requisite service period, or to the date at which retirement
eligibility is achieved and subsequent service no longer is required for
continued vesting of the award.
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At December 31, 2006, approximately 60,692 restricted AllianceBernstein
Holding Units outstanding under the Century Club Plan remain unvested.
At December 31, 2006, approximately $2.1 million of unrecognized
compensation cost related to these unvested awards, net of estimated
pre-vesting forfeitures, is expected to be recognized over a weighted
average period of 1.6 years. Restricted AXA ADRs vested in 2006, 2005
and 2004 had aggregate vesting-date fair values of approximately $13.5
million, $19.2 million and $12.7 million, respectively. In 2005 244,790
restricted AXA ADRs were granted having an aggregate grant-date fair
value of $6.6 million. The following table summarizes unvested
restricted AXA ADR activity for 2006.
[Enlarge/Download Table]
WEIGHTED
SHARES OF AVERAGE
RESTRICTED GRANT DATE
STOCK FAIR VALUE
-------------- ---------------
Unvested as of January 1, 2006.......................................... 867,387 $ 19.94
Granted................................................................. 78,865 $ 35.16
Vested.................................................................. 381,836 $ 16.98
Forfeited............................................................... 50,381
--------------
Unvested as of December 31, 2006........................................ 514,035 $ 23.91
==============
On March 31, 2006, under the terms of the AXA Performance Unit Plan
2006, the AXA Management Board awarded 722,854 unearned performance
units to employees of AXA Financial subsidiaries. During each year that
the performance unit awards are outstanding, a pro-rata portion of the
units may be earned based on criteria measuring the performance of AXA
and AXA Financial Group. The extent to which performance targets are met
determines the number of performance units earned, which may vary
between 0% and 130% of the number of performance units at stake.
Performance units earned under the 2006 plan cliff-vest on the second
anniversary of their date of award. When fully-vested, the performance
units earned will be settled in cash, or in some cases, a combination of
cash (70%) and stock (30%), the latter equity portion having transfer
restrictions for a two-year period. For 2006 awards, the price used to
value the performance units at settlement will be the average opening
price of the AXA ordinary share for the last 20 trading days of the
vesting period converted to U.S. dollars using the Euro to U.S. dollar
exchange rate on March 28, 2008.
For 2006, 2005 and 2004 the Company recognized compensation costs of
$25.9 million, under SFAS No. 123(R) and $7.2 million and $.7 million,
respectively, under APB No. 25 for performance units earned to date.
Substantially similar to existing practice of the Company prior to
adoption of SFAS No. 123(R), the change in fair value of these awards in
2006 was measured by the closing price of the underlying the Company
ordinary shares or AXA ADRs and adjustment was made to reflect the
impact of expected and actual pre-vesting forfeitures. In addition,
similar to adoption of SFAS No. 123(R) for employee stock option awards,
the cost of performance units awarded on or after January 1, 2006, such
as those granted March 31, 2006, were attributed over the shorter of the
cliff-vesting period or to the date at which retirement eligibility is
achieved. The value of performance units earned and reported in Other
liabilities in the consolidated balance sheets at December 31, 2006 and
2005 was $45.8 million and $9.1 million, respectively, including
incremental awards earned under the 2005 and 2004 plans from having
exceeded the targeted performance criteria established in those years by
14.6% and 11.1%, respectively. Approximately 720,691 outstanding
performance units are at risk to achievement of 2006 performance
criteria, including approximately 50% of the award granted on March 31,
2006.
Following completion of the merger of AXA Merger Corp. with and into AXA
Financial in January 2001, certain employees exchanged fully vested
in-the-money AXA ADR options for tandem Stock Appreciation Rights/AXA
ADR non-statutory options ("tandem SARs/NSOs") of then-equivalent
intrinsic value. The Company recorded compensation expense for these
fully-vested awards of $6.1 million, $28.9 million and $14.2 million for
2006, 2005 and 2004, respectively, reflecting the impact in those
periods of the change in the market price of the AXA ADR on the
cash-settlement value of the SARs component of the outstanding tandem
SARs/NSOs. The value of these tandem SARs/NSOs at December 31 2006 and
2005 was $24.9 million and $57.5 million, respectively. At December 31,
2006, 1.6 million tandem SARs/NSOs were outstanding, having weighted
average remaining expected and contractual terms of 1.11 and 2.22 years,
respectively, and for which the SARs component had maximum value of
$24.9 million. During 2006, 2005 and 2004, respectively, approximately
2.8 million, .7 million and zero million of these awards were exercised
at an aggregate cash-settlement value of $41.2 million $7.5 million and
zero million.
On March 31, 2006, 59,644 Stock Appreciation Rights ("SARs") with a
4-year cliff-vesting schedule were granted to certain associates of AXA
Financial subsidiaries. These SARs entitle the holder to a cash payment
F-44
equal to any appreciation in the value of the AXA ordinary share over
29.22 Euros as of the date of exercise. Similar to the SARs component of
the tandem SARs/NSOs, awards remaining unexercised at expiry of their
10-year contractual term will be automatically exercised on the
expiration date. At December 31, 2006, .2 million SARs were outstanding,
having weighted average remaining contractual term of 6.03 years. The
accrued value of SARs at December 31, 2006 and 2005 was $2.9 million and
$1.0 million, respectively, and recorded as liabilities in the
consolidated balance sheets. For 2006, the Company recorded compensation
expense for SARs of $1.9 million, under SFAS No. 123(R), reflecting the
impact in those periods of the changes in their fair values as
determined by applying the Black Scholes-Merton formula and assumptions
used to price employee stock option awards. For 2005 and 2004, the
Company recorded compensation expense of $.6 million and $.03 million,
respectively, under APB No. 25 reflecting the impact in those periods of
the change in the market price of the underlying AXA ordinary share or
AXA ADR on the value of the outstanding SARs.
In fourth quarter 2006, eligible employees of AXA Financial's
subsidiaries participated in AXA's global offering to purchase newly
issued AXA stock, subject to plan limits, under the terms of AXA
Shareplan 2006. Similar to the AXA Shareplan programs previously offered
in 2001 through 2005, the plan offered two investment alternatives that,
with limited exceptions, restrict the sale or transfer of the purchased
shares for a period of five years. "Investment Option A" permitted
participants to purchase AXA ADRs at a 20% formula discounted price.
"Investment Option B" permitted participants to purchase AXA ordinary
shares at a 15.21% formula discounted price on a leveraged basis with a
guaranteed return of initial investment plus 75.0% of any appreciation
in the value of the total shares purchased. Under SFAS No. 123(R), AXA
Equitable recognized compensation expense of $22.1 million in
connection with AXA Shareplan 2006, representing the aggregate discount
provided to participants for their purchase of AXA stock, as adjusted
for the post-vesting, five-year holding period. No compensation expense
was recorded in 2006, 2005 and 2004, respectively, in connection with
shares subscribed under previous years' AXA Shareplan offerings.
Participants in AXA Shareplans 2005 and 2004 primarily invested under
Investment Option B for the purchase of approximately 5.7 million and
6.8 million AXA ordinary shares, respectively. The discounted pricing
offered to participants in those programs for the purchase of AXA
ordinary shares under Investment Option B was 17.5% and 20%,
respectively, and the appreciation percentage was 86.1% and 79.0%,
respectively.
Under SFAS No. 123(R), the Company recognized compensation expense for
payroll deductions authorized and applied in 2006 under the terms of the
AXA Financial, Inc. Qualified Stock Purchase Plan to purchase AXA ADRs
of 182,225, at an aggregate discount of $1.1 million, representing a
discount of 15% from the closing market value of the AXA ADR at the
purchase dates defined in the annual offering document (generally the
last trading day of each month). Prior to adoption of SFAS No. 123(R),
no compensation expense was recorded in connection with this plan. Under
the terms of the AXA Financial, Inc. Non-Qualified Stock Purchase Plan,
total AXA ADRs of 340,083, 381,302 and 407,715 were purchased during
2006, 2005 and 2004, respectively, including those purchased with
employer matching contributions for which AXA Financial Group recorded
compensation expense of $1.6 million, $1.3 million and $1.2 million in
2006, 2005 and 2004, respectively.
F-45
14) NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)
The sources of net investment income follow:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Fixed maturities................................... $ 1,848.6 $ 1,870.0 $ 1,880.0
Mortgage loans on real estate...................... 245.9 238.2 249.6
Equity real estate................................. 114.9 125.3 124.2
Other equity investments........................... 181.2 155.2 162.1
Policy loans....................................... 249.8 248.8 251.0
Short-term investments............................. 55.2 25.1 19.1
Derivative investments............................. (302.4) (85.5) (88.0)
Broker-dealer related receivables.................. 226.5 124.8 45.5
Trading securities................................. 53.4 28.6 14.5
Other investment income............................ 43.9 16.2 28.9
----------------- ----------------- -----------------
Gross investment income.......................... 2,717.0 2,746.7 2,686.9
Investment expenses................................ (132.2) (159.0) (153.3)
Interest expenses.................................. (187.8) (95.9) (32.8)
----------------- ----------------- -----------------
Net Investment Income.............................. $ 2,397.0 $ 2,491.8 $ 2,500.8
================= ================= =================
For 2006, 2005 and 2004, respectively, investment results on derivative
positions, which were included in net investment income, included gross
gains of $155.5 million, $84.2 million and $26.2 million and gross
losses of $457.9 million, $169.7 million and $114.2 million. For 2006
and 2005, respectively, net unrealized losses of $15.2 million and $3.7
million were recognized from floor contracts. For 2006 and 2005, net
realized gains (losses) of $(249.5) million and $(140.9) million and net
unrealized gains (losses) of $(37.7) million and 59.2 million were
recognized from futures contracts utilized in the GMDB and GMIB
programs.
Investment gains (losses), net by including changes in the valuation
allowances, follow:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Fixed maturities................................... $ (11.5) $ 11.1 $ 26.3
Mortgage loans on real estate...................... .2 (2.2) .2
Equity real estate................................. 8.8 3.9 11.6
Other equity investments........................... 20.1 30.7 24.4
Other(1)........................................... 29.3 11.9 2.5
----------------- ----------------- -----------------
Investment Gains (Losses), Net..................... $ 46.9 $ 55.4 $ 65.0
================= ================= =================
(1) In 2006, AllianceBernstein issued units to its employees under
long-term incentive plans. As a result of this transaction, the
company recorded a non-cash $29.7 million realized gain.
Writedowns of fixed maturities amounted to $27.4 million, $31.2 million
and $36.4 million for 2006, 2005 and 2004, respectively. Writedowns of
mortgage loans on real estate were $.4 million for 2006, $1.7 million,
for 2005 and $10.1 million for 2004. There were no writedown on equity
real estate for 2006, 2005 and 2004, respectively.
For 2006, 2005 and 2004, respectively, proceeds received on sales of
fixed maturities classified as available for sale amounted to $1,281.9
million, $2,220.0 million and $2,908.3 million. Gross gains of $33.9
million, $53.2 million and $47.7 million and gross losses of $24.5
million, $31.1 million and $9.7 million, respectively, were realized on
these sales. The change in unrealized investment gains (losses) related
to fixed maturities classified as available for sale for 2006, 2005 and
2004 amounted to $(416.7) million, $(1,004.8) million and $0.8 million,
respectively.
F-46
For 2006, 2005 and 2004, investment results passed through to certain
participating group annuity contracts as interest credited to
policyholders' account balances amounted to $57.8 million, $68.6 million
and $70.4 million, respectively.
Changes in unrealized gains (losses) reflect changes in fair value of
only those fixed maturities and equity securities classified as
available for sale and do not reflect any changes in fair value of
policyholders' account balances and future policy benefits. The net
unrealized investment gains (losses) included in the consolidated
balance sheets as a component of accumulated other comprehensive income
and the changes for the corresponding years, including Wind-up Annuities
on a line-by-line basis, follow:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Balance, beginning of year......................... $ 432.3 $ 874.1 $ 892.8
Changes in unrealized investment gains (losses).... (431.4) (1,008.1) (12.8)
Changes in unrealized investment (gains) losses
attributable to:
Participating group annuity contracts,
Closed Block policyholder dividend
obligation and other........................ 90.9 186.3 (1.5)
DAC............................................ 85.8 146.2 (2.5)
Deferred income taxes.......................... 104.6 233.8 (1.9)
----------------- ----------------- -----------------
Balance, End of Year............................... $ 282.2 $ 432.3 $ 874.1
================= ================= =================
Balance, end of year comprises:
Unrealized investment gains (losses) on:
Fixed maturities............................... $ 535.4 $ 966.5 $ 2,003.2
Other equity investments....................... 1.4 1.7 1.2
Other.......................................... - - (28.1)
----------------- ------------------- -----------------
Subtotal..................................... 536.8 968.2 1,976.3
Amounts of unrealized investment (gains) losses
attributable to:
Participating group annuity contracts,
Closed Block policyholder dividend
obligation and other....................... 1.4 (89.4) (275.7)
DAC.......................................... (110.4) (196.0) (342.2)
Deferred income taxes........................ (145.6) (250.5) (484.3)
----------------- ------------------- -----------------
Total.............................................. $ 282.2 $ 432.3 $ 874.1
================= =================== =================
15) INCOME TAXES
A summary of the income tax expense in the consolidated statements of
earnings follows:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Income tax expense:
Current expense ................................. $ 438.6 $ 237.5 $ 359.0
Deferred expense................................. (11.3) 281.7 37.9
----------------- ----------------- -----------------
Total.............................................. $ 427.3 $ 519.2 $ 396.9
================= ================= =================
F-47
The Federal income taxes attributable to consolidated operations are
different from the amounts determined by multiplying the earnings before
income taxes and minority interest by the expected Federal income tax
rate of 35%. The sources of the difference and their tax effects follow:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Expected income tax expense........................ $ 727.9 $ 715.5 $ 586.5
Minority interest.................................. (224.1) (175.9) (134.7)
Separate Account investment activity............... (45.4) (87.2) (63.3)
Non-taxable investment income...................... (23.1) (19.7) (22.6)
Adjustment of tax audit reserves................... (86.2) 11.1 7.7
Non-deductible goodwill and other
intangible assets.............................. 5.0 2.8 2.7
State income taxes................................. 38.0 28.3 3.3
AllianceBernstein income and foreign taxes......... 32.9 41.4 24.3
Other.............................................. 2.3 2.9 (7.0)
----------------- ----------------- -----------------
Income Tax Expense................................. $ 427.3 $ 519.2 $ 396.9
================= ================= =================
The components of the net deferred income taxes are as follows:
[Enlarge/Download Table]
DECEMBER 31, 2006 December 31, 2005
-------------------------------- ---------------------------------
ASSETS LIABILITIES Assets Liabilities
--------------- --------------- --------------- ----------------
(IN MILLIONS)
Compensation and related benefits...... $ 54.6 $ - $ - $ 285.3
Reserves and reinsurance............... 1,160.3 - 929.2 -
DAC and VOBA........................... - 2,433.5 - 2,200.6
Unrealized investment gains............ - 129.8 - 250.7
Investments............................ - 865.7 - 813.5
Other.................................. 13.2 - 107.2 -
--------------- --------------- --------------- ----------------
Total.................................. $ 1,228.1 $ 3,429.0 $ 1,036.4 $ 3,550.1
=============== =============== =============== ================
The Company recognized a net tax benefit in third quarter 2006 of
$117.7 million. This benefit was related to the settlement of an IRS
audit of the 1997-2001 tax years, partially offset by additional tax
reserves established for subsequent tax periods. Of the net tax benefit
of $117.7 million, $111.9 million related to the continuing operations
and $5.8 million to the discontinued Wind-up Annuities. In 2005, the
Internal Revenue Service ("IRS") began an examination of the Company's
2002 and 2003 returns. Management believes this audit will have no
material adverse effect on the Company's consolidated results of
operations or financial position.
16) DISCONTINUED OPERATIONS
The Company's discontinued operations include Wind-up Annuities, equity
real estate held-for-sale and Enterprise. The following table reconciles
the Earnings (losses) from discontinued operations, net of income taxes
and (Losses) gains on disposal of discontinued operations, net of income
taxes to the amounts reflected in the consolidated statements of
earnings for the three years ended December 31, 2006:
F-48
[Enlarge/Download Table]
2006 2005 2004
------------- ------------ ------------
(IN MILLIONS)
EARNINGS FROM DISCONTINUED OPERATIONS,
NET OF INCOME TAXES:
Wind-up Annuities............................................. $ 30.2 $ 15.2 $ 7.9
Real estate held-for-sale..................................... (4.0) .6 .4
Disposal of business - Enterprise............................. - (.1) (1.5)
------------- ------------ ------------
Total......................................................... $ 26.2 $ 15.7 $ 6.8
============= ============ ============
(LOSSES) GAINS ON DISPOSAL OF DISCONTINUED OPERATIONS,
NET OF INCOME TAXES:
Real estate held for sale..................................... $ - $ - $ 31.1
Disposal of business - Enterprise............................. (1.9) - -
------------- ------------ ------------
Total......................................................... $ (1.9) $ - $ 31.1
============= ============ ============
Disposal of Businesses
----------------------
In October 2006, AXA Financial and its subsidiaries, AXA Equitable,
Enterprise Capital Management, Inc. ("Enterprise Capital") and
Enterprise Fund Distributors, Inc., ("EFD") entered into an agreement
contemplating the transfer to Goldman Sachs Asset Management L.P.
("GSAM") of assets of the business of serving as sponsor of and
investment manager to 27 of the 31 funds of AXA Enterprise Multimanager
Funds Trust, AXA Enterprise Funds Trust and The Enterprise Group of
Funds, Inc. (collectively, the "AXA Enterprise Funds") and the
reorganization of such funds to corresponding mutual funds managed by
GSAM. These 27 funds have approximately $4.2 billion in assets under
management as of December 31, 2006. The reorganization of the 27 funds
is subject to regulatory and fund shareholder approvals and is expected
to close in the second quarter of 2007. Of the remaining four funds not
included in the GSAM reorganization, which together have approximately
$700 million in assets under management as of December 31, 2006, one
fund is being liquidated and AXA Financial is considering possible
alternatives for the dispositions of the other three funds, which
alternatives include a possible transaction with another investment
advisor or liquidation. Proceeds from the transaction with GSAM are
dependant upon assets under management at the time of the
reorganization. A permanent impairment writedown of $4.1 million pre-tax
($2.7 million post-tax) on the AXA Enterprise Funds investment
management contracts intangible asset and $3.0 million pre-tax of costs
($1.9 million post-tax) to sell were recorded by the Company in 2006. As
a result of management's disposition plan, AXA Enterprise Funds advisory
contracts are now reported in Discontinued Operations. At December 31,
2006, assets and liabilities related to these contracts of $26.5 million
and $9.3 million were included in Other assets and Other liabilities,
respectively.
The gross carrying amount of Enterprise related intangible asset was
$26.5 million at December 31, 2006, and the accumulated amortization of
this intangible asset was $4.1 million. Amortization expense related to
the Enterprise intangible asset totaled $4.1 million for 2006.
Wind-up Annuities
-----------------
In 1991, management discontinued the business of Wind-up Annuities, the
terms of which were fixed at issue, which were sold to corporate
sponsors of terminated qualified defined benefit plans, for which a
premium deficiency reserve has been established. Management reviews the
adequacy of the allowance for future losses each quarter and makes
adjustments when necessary. Management believes the allowance for future
losses at December 31, 2006 is adequate to provide for all future
losses; however, the determination of the allowance involves numerous
estimates and subjective judgments regarding the expected performance of
invested assets held by Wind-up Annuities ("Discontinued Operations
Investment Assets"). There can be no assurance the losses provided for
will not differ from the losses ultimately realized. To the extent
actual results or future projections of Wind-up Annuities differ from
management's current estimates and assumptions underlying the allowance
for future losses, the difference would be reflected in the consolidated
statements of earnings in Wind-up Annuities. In particular, to the
extent income, sales proceeds and holding periods for equity real estate
differ from management's previous assumptions, periodic adjustments to
the loss allowance are likely to result.
F-49
Summarized financial information for Wind-up Annuities follows:
[Enlarge/Download Table]
DECEMBER 31,
--------------------------------------
2006 2005
---------------- -----------------
(IN MILLIONS)
BALANCE SHEETS
Fixed maturities, available for sale, at estimated fair value
(amortized cost of $752.7 and $796.9).............................. $ 764.8 $ 823.5
Equity real estate................................................... 169.5 197.5
Mortgage loans on real estate........................................ 2.9 6.7
Other invested assets................................................ 2.6 3.2
---------------- -----------------
Total investments.................................................. 939.8 1,030.9
Cash and cash equivalents............................................ .1 -
Other assets......................................................... 13.7 13.6
---------------- -----------------
Total Assets......................................................... $ 953.6 $ 1,044.5
================ =================
Policyholders liabilities............................................ $ 788.2 $ 817.2
Allowance for future losses.......................................... 1.0 60.1
Other liabilities.................................................... 164.4 167.2
---------------- -----------------
Total Liabilities.................................................... $ 953.6 $ 1,044.5
================ =================
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
STATEMENTS OF EARNINGS
Investment income (net of investment
expenses of $19.0, $18.4 and $17.2).............. $ 71.3 $ 70.0 $ 68.5
Investment gains (losses), net..................... 6.0 (.3) 3.6
------------- ------------- --------------
Total revenues..................................... 77.3 69.7 72.1
------------- ------------- --------------
Benefits and other deductions...................... 84.7 87.1 99.4
(Losses charged) to allowance
for future losses................................ (7.4) (17.4) (27.3)
----------------- ----------------- -----------------
Pre-tax loss from operations....................... - - -
Pre-tax earnings from releasing the allowance
for future losses................................ 37.1 23.2 12.0
Income tax expense................................. (6.9) (8.0) (4.1)
----------------- ----------------- -----------------
Earnings from Wind-up Annuities.................... $ 30.2 $ 15.2 $ 7.9
================= ================= =================
The Company's quarterly process for evaluating the allowance for future
losses applies the current period's results of Wind-up Annuities against
the allowance, re-estimates future losses and adjusts the allowance, if
appropriate. Additionally, as part of the Company's annual planning
process, investment and benefit cash flow projections are prepared.
These updated assumptions and estimates resulted in a release of
allowance in each of the three years presented above.
During 2004, Wind-up Annuities' average recorded investment in impaired
mortgage loans was $8.4 million; and interest income recognized on these
impaired mortgage loans totaled $1.0 million. There were no related
amounts reported in 2006 and 2005.
Income tax expense for Wind-up Annuities in 2006 included a $5.8 million
tax benefit in connection with the settlement of an IRS audit of the
1997-2001 tax years.
Real Estate Held-For-Sale
-------------------------
In 2006, one real estate property with a total book value of $34.3
million that had been previously reported in equity real estate was
reclassified as real estate held-for-sale. Prior periods have been
restated to reflect these properties as discontinued operations. At
December 31, 2006 and 2005, equity real estate held-for-sale was $32.2
million and $42.1 million, respectively, and was included in Other
assets.
F-50
17) ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
Accumulated other comprehensive (loss) income represents cumulative
gains and losses on items that are not reflected in earnings. The
balances for the past three years follow:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Unrealized gains on investments.................... $ 282.2 $ 432.3 $ 874.1
Defined benefit pensions plans..................... (449.5) - -
----------------- ----------------- -----------------
Total Accumulated Other
Comprehensive (Loss) Income...................... $ (167.3) $ 432.3 $ 874.1
================= ================= =================
The components of other comprehensive loss for the past three years
follow:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Net unrealized (losses) gains on investments:
Net unrealized (losses) gains arising during
the period..................................... $ (416.6) $ (966.2) $ 69.4
Losses reclassified into net earnings
during the period.............................. (14.8) (41.9) (82.2)
----------------- ----------------- -----------------
Net unrealized (losses) gains on investments....... (431.4) (1,008.1) (12.8)
Adjustments for policyholders liabilities,
DAC and deferred income taxes.................. 281.3 566.3 (5.9)
----------------- ----------------- -----------------
Change in unrealized losses, net of
adjustments.................................... (150.1) (441.8) (18.7)
----------------- ----------------- -----------------
Total Other Comprehensive Loss..................... $ (150.1) $ (441.8) $ (18.7)
================= ================= =================
18) COMMITMENTS AND CONTINGENT LIABILITIES
Debt Maturities
---------------
At December 31, 2006, aggregate maturities of the long-term debt,
including any current portion of long-term debt, based on required
principal payments at maturity were $248.3 million for 2007, zero for
2008-2011 and $200.0 million thereafter.
Leases
------
The Company has entered into operating leases for office space and
certain other assets, principally information technology equipment and
office furniture and equipment. Future minimum payments under
non-cancelable operating leases for 2007 and the four successive years
are $178.6 million, $175.0 million, $162.3 million, $156.7 million,
$149.5 million and $1,500.3 million thereafter. Minimum future sublease
rental income on these non-cancelable operating leases for 2007 and the
four successive years is $6.0 million, $5.2 million, $5.0 million, $5.0
million, $4.8 million and $16.4 million thereafter.
At December 31, 2006, the minimum future rental income on non-cancelable
operating leases for wholly owned investments in real estate for 2007
and the four successive years is $106.7 million, $116.0 million, $114.8
million, $114.7 million, $114.9 million and $896.1 million thereafter.
The Company has entered into capital leases for certain information
technology equipment. Future minimum payments under non-cancelable
capital leases for 2007 and the four successive years are $.3 million,
$.3 million, $.2 million, and zero for the following two years.
F-51
Guarantees and Other Commitments
--------------------------------
The Company provides certain guarantees or commitments to affiliates,
investors and others. At December 31, 2006, these arrangements included
commitments by the Company to provide equity financing of $618.3 million
to certain limited partnerships under certain conditions. Management
believes the Company will not incur material losses as a result of these
commitments.
AXA Equitable is the obligor under certain structured settlement
agreements it had entered into with unaffiliated insurance companies and
beneficiaries. To satisfy its obligations under these agreements, AXA
Equitable owns single premium annuities issued by previously wholly
owned life insurance subsidiaries. AXA Equitable has directed payment
under these annuities to be made directly to the beneficiaries under the
structured settlement agreements. A contingent liability exists with
respect to these agreements should the previously wholly owned
subsidiaries be unable to meet their obligations. Management believes
the need for AXA Equitable to satisfy those obligations is remote.
The Company had $63.8 million of undrawn letters of credit related to
reinsurance at December 31, 2006. AXA Equitable had $46.3 million in
commitments under existing mortgage loan agreements at December 31,
2006. In February 2002, AllianceBernstein signed a $125.0 million
agreement with a commercial bank under which it guaranteed certain
obligations of SCB LLC incurred in the ordinary course of its business
in the event SCB LLC is unable to meet these obligations. At December
31, 2006, AllianceBerstein was not required to perform under the
agreement and had no liability outstanding in connection with the
agreement.
19) LITIGATION
A putative class action entitled STEFANIE HIRT, ET AL. V. THE EQUITABLE
RETIREMENT PLAN FOR EMPLOYEES, MANAGERS AND AGENTS, ET AL. was filed in
the District Court for the Southern District of New York in August 2001
against The Equitable Retirement Plan for Employees, Managers and Agents
(the "Retirement Plan") and The Officers Committee on Benefit Plans of
Equitable Life, as Plan Administrator. The action was brought by five
participants in the Retirement Plan and purports to be on behalf of "all
Plan participants, whether active or retired, their beneficiaries and
Estates, whose accrued benefits or pension benefits are based on the
Plan's Cash Balance Formula". The complaint challenged the change,
effective January 1, 1989, in the pension benefit formula from a final
average pay formula to a cash balance formula. Plaintiffs alleged that
the change to the cash balance formula violated ERISA by reducing the
rate of accruals based on age, failed to comply with ERISA's notice
requirements and improperly applied the formula to retroactively reduce
accrued benefits. The relief sought includes a declaration that the cash
balance plan violated ERISA, an order enjoining the enforcement of the
cash balance formula, reformation and damages. In April 2002, plaintiffs
filed a motion seeking to certify a class of "all Plan participants,
whether active or retired, their beneficiaries and Estates, whose
accrued benefits or pension benefits are based on the Plan's Cash
Balance Formula". Also in April 2002, plaintiffs agreed to dismiss with
prejudice their claim that the change to the cash balance formula
violated ERISA by improperly applying the formula to retroactively
reduce accrued benefits. That claim was dismissed. In March 2003,
plaintiffs filed an amended complaint elaborating on the remaining
claims in the original complaint and adding additional class and
individual claims alleging that the adoption and announcement of the
cash balance formula and the subsequent announcement of changes in the
application of the cash balance formula failed to comply with ERISA. By
order dated May 2003, the District Court, as requested by the parties,
certified the case as a class action, including a sub-class of all
current and former Plan participants, whether active, inactive or
retired, their beneficiaries or estates, who were subject to a 1991
change in application of the cash balance formula. In September 2006,
the district court granted summary judgment in favor of the defendants.
The court ruled that (a) the cash balance provisions of the Equitable
Plan do not violate the age discrimination provisions of ERISA, (b)
while the notice of plan changes provided to participants in 1990 was
not adequate, the notice of plan changes provided to participants in
1992 satisfied the ERISA notice requirements regarding delivery and
content, and (c) the claims of the named plaintiffs are barred by
statute of limitations. The Court found that other individual class
members were not precluded from asserting claims for additional benefit
accruals from January 1991 through January 1993 to the extent that such
individuals could show that the statute of limitations did not bar their
claims. In October 2006, plaintiffs filed a notice of appeal. Defendants
have cross-appealed.
In April 2004, a purported nationwide class action lawsuit was filed in
the Circuit Court for Madison County, Illinois entitled MATTHEW
WIGGENHORN V. EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES. The
lawsuit alleges that AXA Equitable uses stale prices for the foreign
securities within the investment divisions of its variable insurance
products. The complaint further alleges that AXA Equitable's use of
stale pricing diluted
F-52
the returns of the purported class. The complaint also alleges that AXA
Equitable breached its fiduciary duty to the class by allowing market
timing in general within AXA Equitable's variable insurance products,
thereby diluting the returns of the class. In June 2005, this case was
transferred by the Judicial Panel on Multidistrict Litigation to the
U.S. District Court in Maryland, where other market-timing related
litigation is pending. In June 2005, plaintiff filed an amended
complaint. In July 2005, AXA Equitable filed a motion to dismiss the
amended complaint. In June 2006, AXA Equitable's motion to dismiss the
amended complaint was granted. The plaintiff filed a notice of appeal in
June 2006.
In June 2006, AXA Equitable received a demand for arbitration from
Centre Life Insurance Company ("Centre Life") seeking to rescind the
100% quota share reinsurance agreement, effective July 1, 2000 between
Centre Life and AXA Equitable, under which Centre Life reinsures
portions of AXA Equitable's individual disability income insurance
business. The arbitration demand alleges that AXA Equitable provided
Centre Life with inaccurate and incomplete data upon which Centre Life
relied in order to establish the reinsurance premium paid by AXA
Equitable as consideration in the transaction. The demand alternatively
seeks damages for the increase in reserves Centre Life alleges it was
caused to record as a result of the difference in the data it originally
relied upon and its present assessment of the data. The demand further
alleges that Centre Life has paid expenses relating to the business in
excess of its liability under the reinsurance agreement. Discovery is
ongoing.
Beginning with the first action commenced in July 2006, there are two
putative class actions pending in Federal court, MEOLA V. AXA ADVISORS,
ET AL., in the District Court for the Northern District of California
and BOLEA V. AXA ADVISORS, LLC, ET. AL., in the District Court for the
Western District of Pennsylvania, against AXA Equitable, alleging
certain wage and hour violations. Each of the cases seek substantially
the same relief under essentially the same theories of recovery (i.e.,
violation of the Fair Labor Standards Act ("FLSA") for failure to pay
minimum wage and overtime and violation of similar provisions under
state labor laws in the respective states). Plaintiffs in MEOLA and
BOLEA seek certification of nationwide collection action under the FLSA,
and certification of statewide class actions under the respective
California and Pennsylvania state labor laws covering all "securities
brokers" from 2002 to 2006. In addition, plaintiffs seek compensatory
damages, restitution of all wages improperly withheld or deducted,
punitive damages, penalties, and attorneys' fees. In January 2007, AXA
Equitable filed an answer in MEOLA.
ALLIANCEBERNSTEIN LITIGATION
In April 2002, a consolidated complaint entitled IN RE ENRON CORPORATION
SECURITIES LITIGATION ("Enron Complaint") was filed in the United States
District Court for the Southern District of Texas, Houston Division,
against numerous defendants, including AllianceBernstein, alleging that
AllianceBernstein violated Sections 11 and 15 of the Securities Act of
1933, as amended ("Securities Act"), with respect to a registration
statement filed by Enron Corp. In January 2007, the Court issued a final
judgment dismissing the Enron Complaint as the allegations therein
pertained to AllianceBernstein. The parties have agreed that there will
be no appeal.
Market Timing-Related Matters
In October 2003, a purported class action complaint entitled HINDO, ET
AL. V. ALLIANCEBERNSTEIN GROWTH & INCOME FUND, ET AL. ("Hindo
Complaint") was filed against AllianceBernstein, AllianceBernstein
Holding, AllianceBernstein Corporation, AXA Financial, certain
investment company funds (the "U.S. Funds") distributed by
AllianceBernstein Investments, Inc., a wholly-owned subsidiary of
AllianceBernstein, the registrants and issuers of those funds, certain
officers of AllianceBernstein (the "AllianceBernstein defendants"), and
certain other unaffiliated defendants, as well as unnamed Doe
defendants. The Hindo Complaint was filed in the United States District
Court for the Southern District of New York by alleged shareholders of
two of the U.S. Funds. The Hindo Complaint alleges that certain of the
AllianceBernstein defendants failed to disclose that they improperly
allowed certain hedge funds and other unidentified parties to engage in
"late trading" and "market timing" of U.S. Fund securities, violating
Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of
the Exchange Act, and Sections 206 and 215 of the Investment Advisers
Act of 1940 (the "Advisers Act"). Plaintiffs seek an unspecified amount
of compensatory damages and rescission of their contracts with
AllianceBernstein, including recovery of all fees paid to
AllianceBernstein pursuant to such contracts.
Since October 2003, additional lawsuits making factual allegations
generally similar to those in the Hindo Complaint were filed in various
Federal and state courts against AllianceBernstein and certain other
defendants. All state court actions against AllianceBernstein either
were voluntarily dismissed or removed to Federal court.
F-53
In February 2004, the Judicial Panel on Multidistrict Litigation ("MDL
Panel") transferred all Federal actions to the United States District
Court for the District of Maryland ("Mutual Fund MDL"). All of the
actions removed to the Federal court also were transferred to the Mutual
Fund MDL. In September 2004, plaintiffs filed consolidated amended
complaints with respect to four claim types: mutual fund shareholder
claims; mutual fund derivative claims; derivative claims brought on
behalf of AllianceBernstein Holding; and claims brought under ERISA by
participants in the Profit Sharing Plan for Employees of
AllianceBernstein. All four complaints included substantially identical
factual allegations, which appear to be based in large part on the SEC
Order and the NYAG Assurance of Discontinuance ("NYAG AoD").
In April 2006, AllianceBernstein and attorneys for the plaintiffs in the
mutual fund shareholder claims, mutual fund derivative claims, and ERISA
claims entered into a confidential memorandum of understanding ("MOU")
containing their agreement to settle these claims. The agreement will be
documented by a stipulation of settlement and will be submitted for
court approval at a later date. The settlement amount was disbursed. The
derivative claims brought on behalf of AllianceBernstein Holding, in
which plaintiffs seek an unspecified amount of damages, remain pending.
In April 2005, a complaint entitled THE ATTORNEY GENERAL OF THE STATE OF
WEST VIRGINIA V. AIM ADVISORS, INC., ET AL. ("WVAG Complaint") was filed
against AllianceBernstein, AllianceBernstein Holding, and various other
unaffiliated defendants. The WVAG Complaint was filed in the Circuit
Court of Marshall County, West Virginia by the Attorney General of the
State of West Virginia. The WVAG Complaint makes factual allegations
generally similar to those in the Hindo Complaint. In October 2005, the
WVAG Complaint was transferred to the Mutual Fund MDL. In August 2005,
the WV Securities Commissioner signed a Summary Order to Cease and
Desist, and Notice of Right to Hearing ("Summary Order") addressed to
AllianceBernstein and AllianceBernstein Holding. The Summary Order
claims that AllianceBernstein and AllianceBernstein Holding violated the
West Virginia Uniform Securities Act and makes factual allegations
generally similar to those in the SEC Order and NYAG AoD. In September
2006, AllianceBernstein and AllianceBernstein Holding filed an answer
and moved to dismiss the Summary Order with the WV Securities
Commission.
Revenue Sharing-Related Matters
In June 2004, a purported class action complaint entitled AUCOIN, ET AL.
V. ALLIANCE CAPITAL MANAGEMENT L.P., ET AL. ("Aucoin Complaint") was
filed against AllianceBernstein, AllianceBernstein Holding,
AllianceBernstein Corporation, AXA Financial, AllianceBernstein
Investments, Inc., certain current and former directors of the U.S.
Funds, and unnamed Doe defendants. The Aucoin Complaint names the U.S.
Funds as nominal defendants. The Aucoin Complaint was filed in the
United States District Court for the Southern District of New York by an
alleged shareholder of the AllianceBernstein Growth & Income Fund. The
Aucoin Complaint alleges, among other things, (i) that certain of the
defendants improperly authorized the payment of excessive commissions
and other fees from U.S. Fund assets to broker-dealers in exchange for
preferential marketing services, (ii) that certain of the defendants
misrepresented and omitted from registration statements and other
reports material facts concerning such payments, and (iii) that certain
defendants caused such conduct as control persons of other defendants.
The Aucoin Complaint asserts claims for violation of Sections 34(b),
36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of
the Advisers Act, breach of common law fiduciary duties, and aiding and
abetting breaches of common law fiduciary duties. Plaintiffs seek an
unspecified amount of compensatory damages and punitive damages,
rescission of their contracts with AllianceBernstein, including recovery
of all fees paid to AllianceBernstein pursuant to such contracts, an
accounting of all U.S. Fund-related fees, commissions and soft dollar
payments, and restitution of all unlawfully or discriminatorily obtained
fees and expenses.
In February 2005, plaintiffs filed a consolidated amended class action
complaint (the "Aucoin Consolidated Amended Complaint") that asserts
claims substantially similar to the Aucoin Complaint and the nine
additional subsequently filed lawsuits. In October 2005, the District
Court dismissed each of the claims set forth in the Aucoin Consolidated
Amended Complaint, except for plaintiffs' claim under Section 36(b) of
the Investment Company Act. In January 2006, the District Court granted
defendants' motion for reconsideration and dismissed the remaining claim
under Section 36(b) of the Investment Company Act. In May 2006, the
District Court denied plaintiffs' motion for leave to file their amended
complaint. In July 2006, plaintiffs filed a notice of appeal, which was
subsequently withdrawn subject to plaintiffs right to reinstate it at a
later date.
-----------------------------------
F-54
Although the outcome of litigation generally cannot be predicted with
certainty, management intends to vigorously defend against the
allegations made by the plaintiffs in the actions described above and
believes that the ultimate resolution of the litigations described above
involving AXA Equitable and/or its subsidiaries should not have a
material adverse effect on the consolidated financial position of the
Company. Management cannot make an estimate of loss, if any, or predict
whether or not any of the litigations described above will have a
material adverse effect on the Company's consolidated results of
operations in any particular period.
In addition to the type of matters described above, a number of lawsuits
have been filed against life and health insurers in the jurisdictions in
which AXA Equitable and its respective insurance subsidiaries do
business involving insurers' sales practices, alleged agent misconduct,
alleged failure to properly supervise agents, contract administration
and other matters. Some of the lawsuits have resulted in the award of
substantial judgments against other insurers, including material amounts
of punitive damages, or in substantial settlements. In some states,
juries have substantial discretion in awarding punitive damages. AXA
Equitable and AXA Life, like other life and health insurers, from time
to time are involved in such litigations. Some of these actions and
proceedings filed against AXA Equitable and its subsidiaries have been
brought on behalf of various alleged classes of claimants and certain of
these claimants seek damages of unspecified amounts. While the ultimate
outcome of such matters cannot be predicted with certainty, in the
opinion of management no such matter is likely to have a material
adverse effect on the Company's consolidated financial position or
results of operations. However, it should be noted that the frequency of
large damage awards, including large punitive damage awards that bear
little or no relation to actual economic damages incurred by plaintiffs
in some jurisdictions, continues to create the potential for an
unpredictable judgment in any given matter.
20) INSURANCE GROUP STATUTORY FINANCIAL INFORMATION
AXA Equitable is restricted as to the amounts it may pay as dividends to
AXA Financial. Under the New York Insurance Law, a domestic life insurer
may, without prior approval of the Superintendent, pay a dividend to its
shareholders not exceeding an amount calculated based on a statutory
formula. This formula would permit AXA Equitable to pay shareholder
dividends not greater than $649.6 million during 2007. Payment of
dividends exceeding this amount requires the insurer to file notice of
its intent to declare such dividends with the Superintendent who then
has 30 days to disapprove the distribution. For 2006, 2005 and 2004, the
Insurance Group statutory net income totaled $532.3 million, $780.4
million and $571.4 million, respectively. Statutory surplus, capital
stock and Asset Valuation Reserve ("AVR") totaled $7,907.5 million and
$6,241.7 million at December 31, 2006 and 2005, respectively. In 2006,
2005 and 2004, respectively, AXA Equitable paid shareholder dividends of
$600.0 million, $500.0 million and $500.0 million.
At December 31, 2006, the Insurance Group, in accordance with various
government and state regulations, had $32.2 million of securities
deposited with such government or state agencies.
At December 31, 2006 and for the year then ended, there were no
differences in net income and capital and surplus resulting from
practices prescribed and permitted by the State of New York Insurance
Department ("NYID") and those prescribed by NAIC Accounting Practices
and Procedures effective at December 31, 2006.
Accounting practices used to prepare statutory financial statements for
regulatory filings of stock life insurance companies differ in certain
instances from GAAP. The differences between statutory surplus and
capital stock determined in accordance with Statutory Accounting
Principles ("SAP") and total shareholder's equity under GAAP are
primarily: (a) the inclusion in SAP of an AVR intended to stabilize
surplus from fluctuations in the value of the investment portfolio; (b)
future policy benefits and policyholders' account balances under SAP
differ from GAAP due to differences between actuarial assumptions and
reserving methodologies; (c) certain policy acquisition costs are
expensed under SAP but deferred under GAAP and amortized over future
periods to achieve a matching of revenues and expenses; (d) under SAP,
income taxes are provided on the basis of amounts currently payable with
provisions made for deferred amounts that reverse within one year while
under GAAP, deferred taxes are recorded for temporary differences
between the financial statements and tax basis of assets and liabilities
where the probability of realization is reasonably assured; (e) the
valuation of assets under SAP and GAAP differ due to different
investment valuation and depreciation methodologies, as well as the
deferral of interest-related realized capital gains and losses on fixed
income investments; (f) the valuation of the investment in
AllianceBernstein and
F-55
AllianceBernstein Holding under SAP reflects a portion of the market
value appreciation rather than the equity in the underlying net assets
as required under GAAP; (g) the provision for future losses of the
discontinued Wind-Up Annuities business is only required under GAAP; (h)
reporting the surplus notes as a component of surplus in SAP but as a
liability in GAAP; (i) computer software development costs are
capitalized under GAAP but expensed under SAP; and (j) certain assets,
primarily pre-paid assets, are not admissible under SAP but are
admissible under GAAP.
The following reconciles the Insurance Group's statutory change in
surplus and capital stock and statutory surplus and capital stock
determined in accordance with accounting practices prescribed by the
NYID with net earnings and equity on a GAAP basis.
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Net change in statutory surplus and
capital stock.................................... $ 1,386.5 $ 779.6 $ 196.8
Change in AVR...................................... 279.3 260.6 528.1
----------------- ----------------- -----------------
Net change in statutory surplus, capital stock
and AVR.......................................... 1,665.8 1,040.2 724.9
Adjustments:
Future policy benefits and policyholders'
account balances............................... (126.0) (51.9) (398.8)
DAC.............................................. 674.1 598.0 529.2
Deferred income taxes............................ 517.3 227.6 122.5
Valuation of investments......................... 2.6 40.0 10.1
Valuation of investment subsidiary............... (2,122.7) (1,278.3) (460.3)
Change in fair value of guaranteed minimum
income benefit reinsurance contracts........... (14.8) 42.6 61.0
Shareholder dividends paid...................... 600.0 500.0 500.0
Changes in non-admitted assets................... (57.4) .5 (74.7)
Other, net....................................... (90.9) (75.8) (98.9)
GAAP adjustments for Wind-up Annuities .......... 28.8 30.9 14.9
----------------- ----------------- -----------------
Consolidated Net Earnings ...................... $ 1,076.8 $ 1,073.8 $ 929.9
================= ================= =================
[Enlarge/Download Table]
DECEMBER 31,
---------------------------------------------------------
2006 2005 2004
----------------- ----------------- ------------------
(IN MILLIONS)
Statutory surplus and capital stock................ $ 6,497.6 $ 5,111.1 $ 4,331.5
AVR................................................ 1,409.9 1,130.6 870.0
----------------- ----------------- ------------------
Statutory surplus, capital stock and AVR........... 7,907.5 6,241.7 5,201.5
Adjustments:
Future policy benefits and policyholders'
account balances............................... (1,926.0) (1,934.0) (1,882.1)
DAC.............................................. 8,316.5 7,557.3 6,813.9
Deferred income taxes............................ (627.1) (1,294.6) (1,770.4)
Valuation of investments......................... 867.9 1,281.6 2,237.6
Valuation of investment subsidiary............... (5,374.3) (3,251.6) (1,973.3)
Fair value of guaranteed minimum income
benefit reinsurance contracts.................. 117.8 132.6 90.0
Non-admitted assets.............................. 994.5 1,056.0 1,055.5
Issuance of surplus notes........................ (524.8) (524.8) (599.7)
Adjustment to initially apply SFAS No.158,
net of income taxes............................ (449.5) - -
Other, net....................................... 239.8 258.3 147.9
GAAP adjustments for Wind-up Annuities .......... (59.9) (80.6) (96.4)
----------------- ----------------- ------------------
Consolidated Shareholder's Equity.................. $ 9,482.4 $ 9,441.9 $ 9,224.5
================= ================= ==================
F-56
21) BUSINESS SEGMENT INFORMATION
The following tables reconcile segment revenues and earnings from
continuing operations before income taxes to total revenues and earnings
as reported on the consolidated statements of earnings and segment
assets to total assets on the consolidated balance sheets, respectively.
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- ------------------
(IN MILLIONS)
SEGMENT REVENUES:
Insurance.......................................... $ 5,974.7 $ 5,764.1 $ 5,447.7
Investment Management (1).......................... 4,002.7 3,265.0 3,060.0
Consolidation/elimination.......................... (90.0) (84.7) (82.8)
----------------- ----------------- ------------------
Total Revenues..................................... $ 9,887.4 $ 8,944.4 $ 8,424.9
================= ================= ==================
(1) Intersegment investment advisory and other fees of approximately
$120.8 million, $123.7 million and $118.4 million for 2006, 2005
and 2004, respectively, are included in total revenues of the
Investment Management segment.
[Enlarge/Download Table]
SEGMENT EARNINGS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES AND MINORITY INTEREST:
Insurance.......................................... $ 889.7 $ 1,120.0 $ 947.9
Investment Management.............................. 1,190.0 924.2 728.8
Consolidation/elimination.......................... - - (.9)
----------------- ----------------- ------------------
Total Earnings from Continuing Operations
before Income Taxes and Minority Interest....... $ 2,079.7 $ 2,044.2 $ 1,675.8
================= ================= ==================
[Enlarge/Download Table]
DECEMBER 31,
------------------------------------
2006 2005
----------------- -----------------
(In Millions)
SEGMENT ASSETS:
Insurance.......................................... $ 133,047.0 $ 118,825.8
Investment Management.............................. 16,239.4 15,161.4
Consolidation/elimination.......................... (.3) 2.0
----------------- -----------------
Total Assets....................................... $ 149,286.1 $ 133,989.2
================= =================
In accordance with SEC regulations, securities with a fair value of
$1.86 billion and $1.72 billion have been segregated in a special
reserve bank custody account at December 31, 2006 and 2005, respectively
for the exclusive benefit of securities broker-dealer or brokerage
customers under Rule 15c3-3 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
F-57
22) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The quarterly results of operations for 2006 and 2005 are summarized
below:
[Enlarge/Download Table]
THREE MONTHS ENDED
------------------------------------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
----------------- ----------------- ------------------ ------------------
(IN MILLIONS)
2006
----
Total Revenues................ $ 2,244.5 $ 2,609.6 $ 2,415.3 $ 2,618.0
================= ================= ================== ==================
Earnings from Continuing
Operations.................. $ 234.4 $ 316.7 $ 282.0 $ 219.4
================= ================= ================== ==================
Net Earnings.................. $ 235.2 $ 314.2 $ 308.6 $ 218.8
================= ================= ================== ==================
2005
----
Total Revenues................ $ 2,212.6 $ 2,223.1 $ 2,149.5 $ 2,359.2
================= ================= ================== ==================
Earnings from
Continuing Operations....... $ 265.5 $ 278.3 $ 281.6 $ 232.7
================= ================= ================== ==================
Net Earnings.................. $ 265.0 $ 278.6 $ 296.8 $ 233.4
================= ================= ================== ==================
F-58
Members Retirement Program
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 2007
--------------------------------------------------------------------------------
This Statement of Additional Information ("SAI") is not a prospectus. You
should read this SAI in conjunction with AXA Equitable's prospectus dated May
1, 2007 for the Members Retirement Program.
A copy of the prospectus to which this SAI relates is available at no charge by
writing to AXA Equitable at Box 2468 G.P.O., New York, New York 10116 or by
calling our toll-free telephone number, in the U.S., 1-800-526-2701 or
1-800-526-2701-0 from France, Israel, Italy, Republic of Korea, Switzerland,
and the United Kingdom. Definitions of special terms used in this SAI are found
in the prospectus.
On September 7, 2004, our name was changed from "The Equitable Life Assurance
Society of the United States" to "AXA Equitable Life Insurance Company."
Certain of the cross references in this SAI are contained in the prospectus
dated May 1, 2007 to which this SAI relates.
CONTENTS OF THIS SAI
Page in SAI
-----------
Who is AXA Equitable? 2
Funding of the Program 2
Your responsibilities as employer 2
Procedures for withdrawals, distributions and transfers 2
Types of benefits 4
Provisions of the plans 6
Investment restrictions and certain investment
techniques applicable to the AllianceBernstein Growth
Equity, AllianceBernstein Mid Cap Growth and
AllianceBernstein Balanced Funds 8
Portfolio holdings policy for the Pooled Separate Accounts 10
Fund transactions 10
Investment management and accounting fee 11
Portfolio managers' information (AllianceBernstein Growth
Equity Fund, AllianceBernstein Mid Cap Growth Fund
and AllianceBernstein Balanced Fund) 12
Investment professional conflicts of interest disclosure 15
Portfolio manager compensation 16
Distribution of the contracts 17
Custodian and independent registered public accounting firm 17
Our management 18
Financial statements index 25
Financial statements FSA-1
Copyright 2007 by AXA Equitable Life Insurance Company,
1290 Avenue of the Americas, New York, New York 10104.
All rights reserved.
x01582
WHO IS AXA EQUITABLE?
AXA Equitable is a wholly owned subsidiary of AXA Financial Services, LLC, a
holding company, which is itself a wholly owned subsidiary of AXA Financial,
Inc. ("AXA Financial"). Interests in AXA Financial are held by the immediate
holding company, AXA America Holdings Inc., and the following affiliated
companies: AXA Corporate Solutions Reinsurance Company ("AXA Corporate
Solutions") and AXA Belgium SA. AXA holds its interest in AXA America Holdings,
Inc. and AXA Corporate Solutions, directly through its wholly owned subsidiary
holding company, Ouidinot Participations. AXA holds its interest in AXA Belgium
SA, through its wholly owned subsidiary holding company, AXA Holdings Belgium
SA.
FUNDING OF THE PROGRAM
The Program is primarily funded through a group annuity contract issued by AXA
Equitable. The Trustee holds the contract for the benefit of employers and
participants in the Program.
YOUR RESPONSIBILITIES AS EMPLOYER
If you adopt the Members Retirement Plan or the Volume Submitter Plan
(together, the "Plans"), you as the employer and plan administrator will have
certain responsibilities, including:
o sending us your contributions at the proper time and in the proper format
(including contribution type and fiscal year);
o maintaining all personnel records necessary for administering your plan;
o determining who is eligible to receive benefits;
o forwarding to us and, when required signing, all the forms your employees are
required to submit;
o distributing summary plan descriptions, confirmation notices, quarterly
notices and participant annual reports to your employees and former
employees;
o distributing our prospectuses and confirmation notices to your employees and,
in some cases, former employees;
o filing an annual information return for your plan with the Department of
Labor, if required;
o providing us the information with which to run special non-discrimination
tests, if you have a 401(k) plan or your plan accepts post-tax employee or
employer matching contributions;
o determining the amount of all contributions for each participant in the plan;
o forwarding salary deferral, including designated Roth contributions if
applicable, and post-tax employee contributions to us as soon as possible
(and in any event, no later than the 15th business day of the month
following the month in which the employer withholds or receives
participant contributions);
o selecting interest rates and monitoring default procedures if you elect the
loan provision in your plan; and
o providing us with written instructions for allocating amounts in the plan's
forfeiture account.
If you, as an employer, have an individually designed plan, your
responsibilities will not be increased in any way by adopting the Pooled Trust
for investment only.
We can provide guidance and assistance in the performance of your
responsibilities. If you have questions about any of your obligations, you can
contact our Account Executives at 1-800-526-2701 or write to us at Box 2468
G.P.O., New York, New York 10116.
PROCEDURES FOR WITHDRAWALS, DISTRIBUTIONS AND TRANSFERS
PRE-RETIREMENT WITHDRAWALS. Under the Plans, self-employed persons generally
may not receive a distribution prior to age 59-1/2, and employees generally may
not receive a distribution prior to severance from employment. However, if the
Plans are maintained as profit sharing plans, you may request distribution of
benefits after you reach age 59-1/2 even if you are still working, as long as
you are 100% vested.
In addition, if your employer has elected to make hardship withdrawals
available under your plan, you may request distribution before age 59-1/2 in the
case of financial hardship (as defined in your plan). In a 401(k) plan, the
plan's definition of hardship applies to employer contributions but not to your
401(k) contributions--including employee pre-tax contributions, employer
qualified non-elective contributions and qualified matching contributions. To
withdraw your own 401(k) elective deferral contributions (either pre-tax or
Roth), you must demonstrate financial hardship within the meaning of applicable
income tax regulations. Each withdrawal must be at least $1,000 (or, if less,
your entire Account Balance or the amount of your hardship withdrawal under a
profit sharing or 401(k) plan). If your employer terminates the plan, all
amounts (subject to GRA restrictions) may be distributed to participants at
that time except elective deferral contribution amounts, including Roth, if
there is a successor plan.
You may withdraw all or part of your Account Balance under the Plans
attributable to post-tax employee contributions at any time, subject to any
withdrawal restrictions applicable to the Investment Options, provided that you
withdraw at least $300 at a time (or, if less, your Account Balance
attributable to post-tax employee contributions). See "Tax information" in the
prospectus. Beginning in 2006, if an employer's 401(k) plan permits, an
employee may designate some or all of elective deferral contributions as
"designated Roth contributions", which are made on a post-tax basis to the
401(k) arrangement. These contributions are subject to the same withdrawal
restrictions as pre-tax elective deferral contributions.
We pay all benefit payments (including withdrawals due to plan terminations) in
accordance with the rules described below in the "Benefit Distributions"
discussion. We effect all other participant withdrawals as of the close of the
business day we receive the properly completed form.
In addition, if you are married, your spouse may have to consent in writing
before you can make any type of withdrawal, except for the purchase of a
Qualified Joint and Survivor Annuity. See "Spousal Consent Requirement" later
in this SAI.
2
Under an individually designed plan, the availability of pre-retirement
withdrawals depends on the terms of the plan. We suggest that you ask your
employer what types of withdrawals are available under your plan.
Transfers and withdrawals from certain of the investment funds may be delayed
if there is any delay in redemption of shares of the respective mutual funds in
which the Funds invest. We generally do not expect any delays.
Please note that generally you may not make withdrawals from the Guaranteed
Rate Accounts prior to maturity, even if the employer plan permits withdrawals
prior to that time.
BENEFIT DISTRIBUTIONS. In order for you to begin receiving benefits under
either of the Plans, your employer must send us your properly completed
Election of Benefits form and, if applicable, Beneficiary Designation form.
Your benefits will commence according to the provisions of your plan.
Under an individually designed plan, your employer must send us a request for
disbursement form. We will process single sum payments as of the close of
business on the day we receive a properly completed form. A check payable to
the plan's trustee will be forwarded within five days after processing begins.
If you wish to receive annuity payments, your plan's trustee may purchase a
variable annuity contract from us. We will pay annuity payments directly to you
and payments will commence according to the provisions of your plan.
Please note that we use the value of your vested benefits at the close of the
business day payment is due to determine the amount of benefits you receive. We
will not, therefore, begin processing your check until the following business
day. You should expect your check to be mailed within five days after
processing begins. Annuity checks can take longer. If you would like expedited
delivery at your expense, you may request it on your Election of Benefits Form.
Distributions under a qualified retirement plan such as yours are subject to
extremely complicated legal requirements. When you are ready to retire, we
suggest that you discuss the available payment options with your employer or
financial advisor. Our Account Executives can provide you or your employer with
information.
MANDATORY CASHOUTS. The Economic Growth and Tax Relief Reconciliation Act of
2001 (EGTRRA) amended the Internal Revenue Code of 1986 (Code) to provide that
a trust under a qualified plan would not be a qualified trust unless the plan
provides that when a mandatory distribution of more than $1,000 is to be made
and the participant does not elect a distribution, the plan administrator must
rollover such distribution to an individual retirement plan and must provide
the plan participant with notice of such transfer.
DEATH BENEFITS. If a participant in either of the Plans dies without
designating a beneficiary, the vested benefit will automatically be paid to the
spouse or, if the participant is not married, to the first surviving class of
his or her (a) children, (b) parents and (c) brothers and sisters. If none of
them survives, the participant's vested benefit will be paid to the
participant's estate.
ELIGIBLE ROLLOVER DISTRIBUTIONS AND FEDERAL INCOME TAX WITHHOLDING.
All "eligible rollover distributions" are subject to mandatory federal income
tax withholding of 20% unless the participant elects to have the distribution
directly rolled over to a qualified plan, 403(b), 457 and traditional
individual retirement arrangement (IRA). An "eligible rollover distribution" is
generally any distribution that is not one of a series of substantially equal
periodic payments made (not less frequently than annually): (1) for the life
(or life expectancy) of the plan participant or the joint lives (or joint life
expectancies) of the plan participant and his or her designated beneficiary, or
(2) for a specified period of 10 years or more. In addition, the following are
not subject to mandatory 20% withholding:
o hardship withdrawals of salary deferral contributions;
o certain corrective distributions under Code Section 401(k) plans;
o loans that are treated as distributions;
o a distribution to a beneficiary other than to a surviving spouse or a current
or former spouse under a qualified domestic relations order; and
o required minimum distributions under Code Section 401(a)(9).
If we make a distribution to a participant's surviving spouse, or to a current
or former spouse under a qualified domestic relations order, the distribution
may be an eligible rollover distribution, subject to mandatory 20% withholding,
unless one of the exceptions described above applies.
If a distribution is not an "eligible rollover distribution," we will withhold
income tax from all taxable payments unless the recipient elects not to have
income tax withheld.
PREMATURE WITHDRAWALS AND TRANSFERS FROM A GRA. You may transfer amounts from
other investment options to a GRA at any time. Transfers may not be made from
one GRA to another or from a GRA to one of the other investment options until
the maturity date of the GRA. Likewise, you may not remove amounts from a GRA
prior to maturity in order to obtain a plan loan or make a hardship or
in-service withdrawal. If your plan's assets are transferred to another funding
vehicle from the Program or if your plan is terminated, we will continue to
hold your money in GRAs until maturity. All such GRAs will be held in the
Pooled Trust under the investment-only arrangement. See "Guaranteed Rate
Accounts" in the prospectus.
We do not permit withdrawals before maturity unless your plan permits them and
they are exempt or qualified, as we explain below. You may take exempt
withdrawals without penalty at any time. Qualified withdrawals are subject to a
penalty. We do not permit qualified withdrawals from a five-year GRA during the
first two years after the end of its offering period. This rule does not apply
if the amount of the applicable penalty is less than the interest you have
accrued. If you have more than one GRA and you are taking a partial withdrawal
or installments, we will first use amounts held in your most recently purchased
three-year or five-year GRA that is available under the withdrawal rules for
exempt and qualified withdrawals.
Exempt Withdrawal. Amounts may be withdrawn without penalty from a GRA prior to
its maturity if:
o you are a professional age 59-1/2 or older and you elect an installment payout
of at least three years or an annuity benefit;
3
o you are not a professional and you attain age 59-1/2 or terminate employment
(including retirement);
o you are disabled;
o you attain age 70-1/2; or
o you die.
If you are a participant under a plan which was adopted by an employer which is
not a member of a professional association which makes the Program available as
a benefit of membership, the above rules will be applied substituting the term
"highly compensated" for "professional" and "non-highly compensated" for "not a
professional." For this purpose, "highly compensated" shall have the meaning
set forth under "Provisions of the Plans--Contributions to the Plans" later in
this SAI.
Qualified Withdrawal. You may withdraw amounts with a penalty from a GRA prior
to its maturity if you are a professional and are taking payments upon
retirement after age 59-1/2 under a distribution option of less than three years
duration. The interest paid to you upon withdrawal will be reduced by an amount
calculated as follows:
(i) the amount by which the three-year GRA rate being offered on the date of
withdrawal exceeds the GRA rate from which the withdrawal is
made, times
(ii) the years and/or fraction of a year until maturity, times
(iii) the amount withdrawn from the GRA.
We will make this calculation based on GRA rates without regard to deductions
for the applicable Program expense charge. If the three-year GRA is not being
offered at the time of withdrawal, the adjustment will be based on then current
rates on U.S. Treasury notes or for a comparable option under the Program.
We will never reduce your original contributions by this adjustment. We make no
adjustment if the current three-year GRA rate is equal to or less than the rate
for the GRA from which we make the qualified withdrawal. We calculate a
separate adjustment for each GRA. If the interest accumulated in one GRA is
insufficient to recover the amount calculated under the formula, we may deduct
the excess as necessary from interest accumulated in other GRAs of the same
duration.
Example: You contribute $1,000 to a three-year GRA on January 1 with a rate of
4%. Two years later you make a qualified withdrawal. Your GRA balance is
$1,082. The current GRA rate is 6%; (i) 6%-4%=2%, (ii) 2% X 1 year=2%, (iii) 2%
X $1,082=$21.64. The withdrawal proceeds would be $1,082-$21.64=$1,060.36.
MATURING GRAS
o Your confirmation notice lists the maturity date for each GRA you hold.
o You may arrange in advance for the reinvestment of your maturing GRAs by
using AIMS or accessing the website on the Internet. (GRA maturity
allocation change requests received on a business day before 4:00 P.M.
Eastern Time are effective four days after we receive them. GRA maturity
allocation change requests received after 4:00 P.M. Eastern Time or on a
non-business day are effective four days after the next business day after
we receive them.)
o The instructions you give us remain in effect until you change them (again,
your GRA maturity allocation change request will be processed as described
above).
o You may have different instructions for your GRAs attributable to employer
contributions than for your GRAs attributable to employee contributions.
o If you have never provided GRA maturity instructions, your maturing GRAs will
be allocated to the Money Market Guarantee Account.
TYPES OF BENEFITS
Under the Plans, you may select one or more of the following forms of
distribution once you are eligible to receive benefits. If your employer has
adopted an individually designed plan that does not offer annuity benefits, not
all of these distribution forms may be available to you. We suggest you ask
your employer what types of benefits are available under your plan.
QUALIFIED JOINT AND SURVIVOR ANNUITY. An annuity providing equal monthly
payments for your life and, after your death, for your surviving spouse's life.
No payments will be made after you and your spouse die, even if you have
received only one payment prior to the last death. The law requires that if the
value of your vested benefits exceeds $5,000, you must receive a Qualified
Joint and Survivor Annuity unless your spouse consents in writing to a contrary
election. Please see "Spousal Consent Requirements" below.
LUMP SUM PAYMENT. A single payment of all or part of your vested benefits. If
you take a partial payment of your balance, it must be at least $1,000. If you
have more than one GRA, amounts held in your most recent GRA will first be used
to make payment. If you terminated employment and your vested account balance
is less than $1,000, you will receive a lump sum payment of the entire vested
amount unless alternate instructions are provided in a reasonable period after
receiving your Election of Benefits Package.
PERIODIC INSTALLMENTS. Monthly, quarterly, semi-annual or annual payments over
a period of at least three years, where the initial payment on a monthly basis
is at least $300. You can choose either a time-certain payout, which provides
variable payments over a specified period of time, or a dollar-certain payout,
which provides level payments over a variable period of time. During the
installment period, your remaining Account Balance will be invested in whatever
investment options you designate; each payment will be drawn pro rata from all
the investment options you have selected. If you have more than one GRA,
amounts held in your most recently purchased three-year or five-year GRA will
first be used to make installment payments. If you die before receiving all the
installments, we will make the remaining payments to your beneficiary, subject
to IRS minimum distribution rules and beneficiary election. We do not offer
installments for benefits under individually designed plans.
LIFE ANNUITY. An annuity providing monthly payments for your life. No payments
will be made after your death, even if you have received only one payment prior
to your death.
LIFE ANNUITY--PERIOD CERTAIN. An annuity providing monthly payments for your
life or, if longer, a specified period of time. If you die
4
before the end of that specified period, payments will continue to your
beneficiary until the end of the period. Subject to legal limitations, you may
specify a minimum payment period of 5, 10, 15 or 20 years. The longer the
specified period, the smaller the monthly payments will be.
JOINT AND SURVIVOR ANNUITY. An annuity providing monthly payments for your life
and that of your beneficiary. You may specify the percentage of the original
annuity payment to be made to your beneficiary. Subject to legal limitations,
that percentage may be 100%, 75%, 50%, or any other percentage you specify.
JOINT AND SURVIVOR ANNUITY--PERIOD CERTAIN. An annuity providing monthly
payments for your life and that of your beneficiary or, if longer, a specified
period of time. If you and your beneficiary both die before the end of the
specified period, payments will continue to your contingent beneficiary until
the end of the period. Subject to legal limitations, you may specify a minimum
payment period of 5, 10, 15 or 20 years and the percentage of the annuity
payment to be made to your beneficiary (as noted above under Joint and Survivor
Annuity). The longer the specified period, the smaller your monthly payments
will be.
CASH REFUND ANNUITY. An annuity providing equal monthly payments for your life
with a guarantee that the sum of those payments will be at least equal to the
portion of your vested benefits used to purchase the annuity. If upon your
death the sum of the monthly payments to you is less than that amount, your
beneficiary will receive a lump sum payment of the remaining guaranteed amount.
FIXED AND VARIABLE ANNUITY CHOICES
The cost of the fixed annuity is determined from tables in the group annuity
contract which show the amounts necessary to purchase each $1 of monthly
payment (after deduction of any applicable taxes and the annuity administrative
charge described below). Payments depend on the annuity selected, your age, and
the age of your beneficiary if you select a joint and survivor annuity. We may
change the tables in the contract no more than once every five years.
The minimum amount that can be used to purchase any type of annuity is $5,000.
Usually, an annuity administrative charge of $350 will be deducted from the
amount used to purchase the annuity. If we give any group pension client with a
qualified profit sharing plan a better annuity purchase rate than those
currently available for the Program, we will also make those rates available to
Program participants. The annuity administrative charge may be greater than
$350 in that case.
Under a Qualified Joint and Survivor Annuity or a Cash Refund Annuity, the
amount of the monthly payments is fixed at retirement and remains level
throughout the distribution period. Under the Life Annuity, Life
Annuity--Period Certain, Joint and Survivor Annuity and Joint and Survivor
Annuity--Period Certain, you may select either fixed or variable payments. The
variable payments reflect the investment performance of the Growth Equity Fund.
If you are interested in a variable annuity, when you are ready to select your
benefit please ask our Account Executives for our variable annuity prospectus
supplement.
The chart below shows the relative financial value of the different annuity
options, based on our current rates for fixed annuities. This chart is provided
as a sample. The numbers provided in the Rate per $1.00 of Annuity column,
which are used to calculate the monthly annuity provided, are subject to
change. The example assumes the annuitant's age is 651/2 years, the joint
annuitant's age is the same and the amount used to purchase the annuity is
$100,000. The annuity administrative charge of $350 is deducted from the
purchase price of $100,000, leaving a total of $99,650 to be applied to
purchase the annuity. Certain legal requirements may limit the forms of annuity
available to you.
[Enlarge/Download Table]
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Amount to be Monthly
Applied on Annuity Rate Per $1.00 Annuity
Annuity Form Form Elected of Annuity Provided
----------------------------------------------------------------------------------------------------
Life $99,650 $143.06 $696.56
Cash Refund 99,650 150.82 660.72
5 Year Certain Life 99,650 144.62 689.05
10 Year Certain Life 99,650 148.55 670.82
15 Year Certain Life 99,650 153.87 647.62
100% Joint & Survivor Life 99,650 168.01 593.12
75% Joint & Survivor Life 99,650 161.16 618.33*
50% Joint & Survivor Life 99,650 155.13 642.36*
100% Joint & Survivor--5 Year Certain Life** 99,650 168.04 593.01
100% Joint & Survivor--10 Year Certain Life** 99,650 168.27 592.20
100% Joint & Survivor--15 Year Certain Life** 99,650 168.91 589.96
100% Joint & Survivor--20 Year Certain Life** 99,650 170.10 585.83
----------------------------------------------------------------------------------------------------
* Represents the amount payable to the primary annuitant. A surviving joint
annuitant would receive the applicable percentage of the amount paid to the
primary annuitant.
** You may also elect a Joint and Survivor Annuity--Period Certain with a
monthly benefit payable to the surviving joint annuitant in any per
centage you specify.
5
SPOUSAL CONSENT REQUIREMENTS
Under the Plans, you may designate a non-spouse beneficiary any time after the
earlier of: (1) the first day of the plan year in which you attain age 35, or
(2) the date on which you separate from service with your employer. If you
designate a beneficiary other than your spouse prior to your reaching age 35,
your spouse must consent to the designation and, upon your reaching age 35,
must again give his or her consent or the designation will lapse. In order for
you to make a withdrawal, elect a form of benefit other than a Qualified Joint
and Survivor Annuity or designate a non-spouse beneficiary, your spouse must
consent to your election in writing within the 90 day period before your
annuity starting date. To consent, your spouse must sign on the appropriate
line on your election of benefits or beneficiary designation form. Your
spouse's signature must be witnessed by a notary public or plan representative.
If you change your mind, you may revoke your election and elect a Qualified
Joint and Survivor Annuity or designate your spouse as beneficiary, simply by
filing the appropriate form. Your spouse's consent is not required for this
revocation.
It is also possible for your spouse to sign a blanket consent form. By signing
this form, your spouse consents not just to a specific beneficiary or, with
respect to the waiver of the Qualified Joint and Survivor Annuity, the form of
distribution, but gives you the right to name any beneficiary, or if
applicable, form of distribution you want. Once you file such a form, you may
change your election whenever you want, even without spousal consent.
PROVISIONS OF THE PLANS
PLAN ELIGIBILITY REQUIREMENTS. Under the Plans, the employer specifies the
eligibility requirements for its plan in the Adoption Agreement. The employer
may exclude any employee who has not attained a specified age (not to exceed
21) and completed a specified number of years (not to exceed two) in each of
which he completed 1,000 hours of service. No more than one year of eligible
service may be required for a 401(k) arrangement.
CONTRIBUTIONS TO QUALIFIED PLANS. We outline below the current federal income
tax rules relating to contributions under qualified retirement plans. This
outline assumes that you are not a participant in any other qualified
retirement plan.
The employer deducts contributions to the plan in the year it makes them. As a
general rule, an employer must make contributions for any year by the due date
(including extensions) for filing its federal income tax return for that year.
However, Department of Labor ("DOL") rules generally require that the employer
contribute participants' salary deferral contribution amounts, including
designated Roth contributions if applicable, (or any non-Roth post-tax employee
contribution amounts) under a 401(k) plan as soon as practicable after the
payroll period applicable to a deferral. In any event, the employer must make
these contributions no later than the 15th business day of the month following
the month in which the employer withholds or receives participant
contributions.
If the employer contributes more to the plan than it may deduct under the rules
we describe below, the employer (a) may be liable for a 10% penalty tax on that
nondeductible amount and (b) may risk disqualifying the plan.
CONTRIBUTIONS TO THE PLANS. The employer makes annual contributions to its plan
based on the plan's provisions.
An employer that adopts either of the Plans as a profit sharing plan makes
discretionary contributions as it determines annually. The aggregate employer
contribution to the plan may not exceed 25% of all participants' compensation
for the plan year. For plan purposes, compensation for self-employed persons
does not include deductible plan contributions on behalf of the self-employed
person.
A 401(k) arrangement is available as part of the profit sharing plan. Employees
may make pre-tax contributions to a plan under a 401(k) arrangement. The
maximum amount that highly compensated employees may contribute depends on (a)
the amount that non-highly compensated employees contribute and (b) the amount
the employer designates as a nonforfeitable 401(k) contribution. Different
rules apply to a SIMPLE 401(k) or safe harbor 401(k).
A designated Roth contribution feature which permits elective deferrals to be
made on a post-tax basis "Roth 401(k)" option may be added to a 401(k) plan by
an employer. These amounts can be withdrawn tax-free if it is considered a
qualified Roth distribution. A qualified Roth distribution is one that is made
at least five taxable years after the first designated Roth contribution is
made under the plan and after attainment of age 59 1/2, death or disability.
For 2007, a "highly compensated" employee, for this purpose, is (a) an owner of
more than 5% of the business, or (b) anyone with earnings of more than $100,000
from the business. For (b), the employer may elect to include only employees in
the highest paid 20%. In any event, the maximum amount each employee may defer
is limited to $15,500 for 2007 reduced by that employee's salary reduction
contributions to simplified employee pension plans established before 1997
(SARSEPs), SIMPLE plans, employee contributions to tax deferred Section 403(b)
arrangements, and contributions deductible by the employee under a trust
described under Section 501(c)(18) of the Internal Revenue Code. The maximum
amount a participant may defer in a SIMPLE 401(k) plan for 2006 is $10,500.
The additional "catch-up" elective deferral for 2007 is up to $5,000 which can
be made by any employees who are at least age 50 at any time during 2007.
Matching contributions to a 401(k) plan on behalf of a self-employed individual
are no longer treated as elective deferrals, and are the same as matching
contributions for other employees.
Employers may adopt a safe harbor 401(k) arrangement. Under this arrangement,
an employer agrees to offer a matching contribution equal to (a) 100% of salary
deferral contributions, both pre-tax and Roth, up to 3% of compensation and (b)
50% of salary deferral contributions, both pre-tax and Roth that exceed 3% but
are less than 5% of compensation or a 3% non-elective contribution to all
eligible employees. These contributions must be non-forfeitable. If the
employer makes these contributions and meets the notice requirements for safe
harbor 401(k) plans, the plan is not subject to non-discrimination testing on
salary deferral and matching or non-elective contributions described above.
6
If the employer adopts the Members Retirement Plan as a defined contribution
pension plan, its contribution is equal to the percentage of each participant's
compensation that the Adoption Agreement specifies.
Under any type of plan, an employer must disregard compensation in excess of
$225,000 in 2007 in making contributions. This amount will be adjusted for
cost-of-living changes in future years in $5,000 increments rounded to the next
lowest multiple of $5,000. An employer may integrate contributions with Social
Security. This means that contributions, for each participant's compensation,
that exceed the integration level may be greater than contributions for
compensation below the integration level. The Federal tax law imposes limits on
this excess. Your Account Executive can help you determine the legally
permissible contribution.
Except in the case of certain non-top heavy plans, contributions for non-key
employees must be at least 3% of compensation (or, under the profit sharing
plan, the percentage the employer contributes for key employees, if less than
3%). In 2007, "key employee" means (a) an officer of the business with earnings
of more than $145,000 or (b) an owner of more than 5% of the business, or (c)
an owner of more than 1% of the business with earnings of more than $150,000.
For purposes of (a), no more than 50 employees (or, if less, the greater of
three or 10% of the employees) shall be treated as officers.
Certain plans may also permit participants to make non-Roth post-tax
contributions. We will maintain a separate account to reflect each
participant's post-tax contributions and the earnings (or losses) on those
contributions. Post-tax contributions are subject to complex rules under which
the maximum amount that a highly compensated employee may contribute depends on
the amount that non-highly compensated employees contribute. Before permitting
any highly-compensated employee to make post-tax contributions, the employer
should verify that it has passed all non-discrimination tests. If an employer
employs only "highly compensated" employees (as defined above), the plan will
not accept post-tax contributions. In addition, the employer may make matching
contributions to certain plans, i.e., contributions that are based on the
amount of post-tax or pre-tax 401(k) contributions that plan participants make.
Special non-discrimination rules apply to matching contributions. These rules
may limit the amount of matching contributions that an employer may make for
highly compensated employees. These non-discrimination rules for matching
contributions do not apply to SIMPLE and safe harbor 401(k) plans.
Contributions (including forfeiture amounts) for each participant in 2007 may
not exceed the lesser of (a) $45,000 and (b) 100% of the participant's earnings
(excluding, in the case of self-employed persons, all deductible plan
contributions). The participant's post-tax contributions count toward this
limitation.
Each participant's Account Balance equals the sum of the amounts accumulated in
each investment option. We will maintain separate records of each participant's
interest in each of the Investment Options attributable to employer
contributions, 401(k) non-elective contributions, 401(k) elective
contributions, post-tax employee contributions and employer matching
contributions. We will also account separately for any amounts rolled over from
a previous employer's plan. Our records will also reflect each participant's
percentage of vesting (see below) in his Account Balance attributable to
employer contributions and employer matching contributions.
The participant will receive quarterly notices and confirmation of certain
transactions. The participant will also receive an annual statement showing the
participant's Account Balance in each investment option attributable to each
type of contribution. Based on information that you supply, we will run the
required special non-discrimination tests (Actual Deferral Percentage and
Actual Contribution Percentage) applicable to (a) 401(k) plans (other than
SIMPLE 401(k) and safe harbor 401(k)) and (b) plans that accept post-tax
employee contributions or employer matching contributions.
Non-discrimination tests do not apply to SIMPLE 401(k) plans, if the employer
makes (a) a matching contribution equal to 100% of the amount of the elective
deferral contribution, whether pre-tax or Roth, up to 3% of compensation, or
(b) a 2% non-elective contribution to all eligible employees. The employer must
also follow the notification and filing requirements outlined in the Plan
Document, to avoid non-discrimination tests.
Under a SIMPLE 401(k) the employer must offer all eligible employees the
opportunity to defer part of their salary into the plan and make either a
matching or non-elective contribution. The matching contribution must be 100%
of the elective deferral contribution, whether pre-tax or Roth, up to 3% of
compensation. The non-elective contribution is 2% of compensation, which the
employer must make for all eligible employees, even those not deferring. The
matching or non-elective contribution must be non-forfeitable. The employer
must notify employees which contribution the employer will make 60 days before
the beginning of the year.
Elective deferrals to a 401(k) plan are subject to applicable FICA (social
security), Medicare and FUTA (unemployment) taxes. They may also be subject to
the state income tax.
ALLOCATION OF CONTRIBUTIONS. You, as employer or participant, may allocate
contributions among any number of the investment options. You may change
allocation instructions at any time, and as often as needed, by calling our
Account Investment Management System ("AIMS") or accessing the website on the
Internet. New instructions become effective on the business day we receive
them. Employer contributions may be allocated in different percentages than
employee contributions. The allocation percentages elected for employer
contributions automatically apply to any 401(k) qualified non-elective
contributions, qualified matching contributions, employer matching
contributions, SIMPLE employer, safe harbor non-elective and safe harbor
matching contributions and rollover contributions. Your allocation percentages
for employee contributions automatically apply to any post-tax employee and
salary deferral contributions (including pre-tax salary deferral and Roth
contributions (post-tax salary deferral). If we have not received valid
instructions, we will allocate contributions to the Money Market Guarantee
Account. You may, of course, transfer to another investment option at any time,
and provide us with contribution allocation instructions for future
contributions.
7
The Plan was amended effective January 1, 2007 to provide that if you do not
submit investment instructions, you will be treated as exercising actual
control over your assets and the Plan's fiduciary will not be subject to
fiduciary liability under ERISA if the Plan's fiduciary makes investments in
default investment options in accordance with rules provided by the DOL. The
Pension Protection Act of 2006 instructs the DOL that the default investments
must include a mix of asset classes consistent with capital preservation, long
term capital appreciation or a blend of both. In order for this exemption to
apply to the Plan's fiduciary, the Plan must provide notice to participants of
their rights and obligations within a reasonable time before the beginning of
each plan year.
THE PLANS AND SECTION 404(C) OF ERISA. The Plans are participant directed
individual account plans designed to comply with the requirements of Section
404(c) of ERISA. Section 404(c) of ERISA, and the related Department of Labor
(DOL) regulation, provide that if a participant or beneficiary exercises
control over the assets in his or her plan account, plan fiduciaries will not
be liable for any loss that is the direct and necessary result of the
participant's or beneficiary's exercise of control. This means that if the
employer plan complies with Section 404(c), participants can make and are
responsible for the results of their own investment decisions.
Plans intending to comply with Section 404(c) must, among other things, (a)
make a broad range of investment choices available to participants and
beneficiaries and (b) provide them with adequate information to make informed
investment decisions. The Investment Options and documentation available under
the Plans provide the broad range of investment choices and information needed
in order to meet the requirements of Section 404(c). However, while our
suggested summary plan descriptions, annual reports, prospectuses, and
confirmation notices provide the required investment information, the employer
is responsible for distributing this information in a timely manner to
participants and beneficiaries. You should read this information carefully
before making your investment decisions.
VESTING. Vesting refers to the participant's rights with respect to that
portion of a participant's Account Balance attributable to employer
contributions under the Plans. If a participant is "vested," the amount or
benefit in which the participant is vested belongs to the participant, and may
not be forfeited. The participant's Account Balance attributable to (a) 401(k)
contributions (including salary deferral, qualified non-elective and qualified
matching contributions), (b) post-tax employee contributions and (c) rollover
contributions always belongs to the participant, and is nonforfeitable at all
times.
A participant becomes fully vested in all benefits if still employed at death,
disability, attainment of normal retirement age or upon termination of the
plan. If the participant terminates employment before that time, any benefits
that have not yet vested under the plan's vesting schedule are forfeited. The
normal retirement age is 65 under the Plans unless the employer elects a lower
age on its Adoption Agreement.
Benefits must vest in accordance with any of the schedules below or one at
least as favorable to participants:
[Download Table]
--------------------------------------------------------------------------------
Schedule A Schedule B Schedule C Schedule E
--------------------------------------------------------------------------------
Years of Vested Vested Vested Vested
Service Percentage Percentage Percentage Percentage
--------------------------------------------------------------------------------
1 0% 0% 0% 100%
2 100 20 0 100
3 100 40 100 100
4 100 60 100 100
5 100 80 100 100
6 100 100 100 100
--------------------------------------------------------------------------------
If the plan requires more than one year of service for participation in the
plan, the plan must use Schedule E.
All contributions to a SIMPLE 401(k) plan are 100% vested and not subject to
the vesting schedule above. This rule, however, does not apply to employer and
matching contributions made to a plan before the plan is amended to become a
SIMPLE 401(k) plan. Non-elective and matching contributions required under a
safe harbor 401(k) arrangement are 100% vested and not subject to the vesting
schedule above.
Employer contributions are required to vest at least as quickly as under a
3-year cliff or a 6-year "graded vesting" schedule. The 6-year schedule
requires 20% vesting after 2 years of service increasing 20% per year
thereafter.
INVESTMENT RESTRICTIONS AND CERTAIN INVESTMENT TECHNIQUES APPLICABLE TO THE
ALLIANCEBERNSTEIN GROWTH EQUITY, ALLIANCEBERNSTEIN MID CAP GROWTH AND
ALLIANCEBERNSTEIN BALANCED FUNDS
(For an explanation of the investment restrictions applicable to the AXA
Aggressive Allocation Fund, AXA Conservative Allocation Fund, AXA
Conservative-Plus Allocation Fund**, AXA Moderate Allocation Fund, AXA
Moderate-Plus Allocation Fund**, Multimanager Technology Fund*, Target 2015
Allocation Fund, Target 2025 Allocation Fund, Target 2035 Allocation Fund,
Target 2045 Allocation Fund, EQ/AllianceBernstein Intermediate Government
Securities, EQ/AllianceBernstein International, EQ/AllianceBernstein Value,
EQ/Calvert Socially Responsible, EQ/Capital Guardian International Funds*,
EQ/Capital Guardian Research, EQ/Capital Guardian U.S. Equity*, EQ/GAMCO Small
Company Value Fund, EQ/Equity 500 Index, EQ/FI Small/Mid Cap Value*, EQ/FI
MidCap Value, EQ/MFS Emerging Growth Companies*, EQ/PIMCO Real Return Fund,
EQ/Small Company Index and EQ/Van Kampen Emerging Markets Equity Fund, see
"Investment Restrictions" in the applicable Trust Statement of Additional
Information.)
* Please see "Portfolios of the Trusts" in "Investment Options" in the
Prospectus dated May 1, 2007 for changes affecting these investment options.
** This investment option will be available on or about July 1, 2007, subject
to regulatory approval.
None of the AllianceBernstein Growth Equity, AllianceBernstein Mid Cap Growth
and AllianceBernstein Balanced Funds will:
o trade in foreign exchanges (except the AllianceBernstein Balanced Fund will
trade in foreign exchanges, except those that fall into the MSCI Emerging
Markets country definition, with respect to the Global Equity sub-portfolio;
8
o trade in commodities or commodity contracts (except the AllianceBernstein
Balanced Fund is permitted to enter into hedging transactions through the
use of stock index or interest rate future contracts, as described in the
prospectus);
o make an investment in order to exercise control or management over a company;
o underwrite the securities of other companies, including purchasing securities
that are restricted under the 1933 Act or rules or regulations thereunder
(restricted securities cannot be sold publicly until they are registered
under the 1933 Act), except as stated below;
o make short sales, except when the Fund has, by reason of ownership of other
securities, the right to obtain securities of equivalent kind and amount
that will be held so long as they are in a short position;
o purchase real estate or mortgages, except as stated below. The Funds may buy
shares of real estate investment trusts listed on stock exchanges;
o have more than 5% of its assets invested in the securities of any one
registered investment company. A Fund may not own more than 3% of an
investment company's outstanding voting securities. Finally, total
holdings of investment company securities may not exceed 10% of the value
of the Fund's assets;
o purchase any security on margin or borrow money except for short-term
credits necessary for clearance of securities transactions;
o make loans, except loans through the purchase of debt obligations or through
entry into repurchase agreements; or
o invest more than 10% of its total assets in restricted securities, real
estate investments, or portfolio securities not readily marketable. (The
AllianceBernstein Growth Equity Fund will not invest in restricted
securities.)
The AllianceBernstein Growth Equity and AllianceBernstein Balanced Funds will
not make an investment in an industry if that investment would make the Fund's
holding in that industry exceed 25% of its assets. The United States
government, and its agencies and instrumentalities, are not considered members
of any industry.
The AllianceBernstein Growth Equity and AllianceBernstein Mid Cap Growth Funds
will not purchase or write puts and calls (options).
The following investment techniques may be used by the AllianceBernstein
Balanced Fund:
Mortgage-related securities-- The AllianceBernstein Balanced Fund may invest in
mortgage-related securities (including agency and non-agency fixed, ARM and
hybrid pass throughs, agency and non-agency CMO's, commercial mortgage-backed
securities and dollar rolls). Principal and interest payments made on mortgages
in the pools are passed through to the holder of securities. Payment of
principal and interest on some mortgage-related securities (but not the market
value of the securities themselves) may be guaranteed by the full faith and
credit of the U.S. Government (in the case of securities guaranteed by the
Government National Mortgage Association, or "GNMA"), or guaranteed by agencies
or instrumentalities of the U.S. Government (in the case of securities
guaranteed by the Federal National Mortgage Corporation ("FNMA") or the Federal
Home Loan Mortgage Corporation ("FHLMC"), which are supported only by
discretionary authority of the U.S. Government to purchase the agency's
obligations). Mortgage-related securities created by non-governmental issuers
(such as financial institutions, and other secondary market issuers) may be
supported by various forms of insurance or guarantees.
Collateralized Mortgage Obligations - The AllianceBernstein Balanced Fund may
invest in collateralized mortgage obligations ("CMOs"). CMOs are debt
obligations that were developed specifically to reallocate the various risks
inherent in mortgage-backed securities across various bond classes or tranches.
They are collateralized by underlying mortgage loans or pools of
mortgage-pass-through securities. They can be issued by both agency (GNMA,
FHLMC or FNMA) or non-agency issuers. CMOs are not mortgage pass-though
securities. Rather, they are pay-through securities, i.e. securities backed by
cash flow from the underlying mortgages. CMOs are typically structured into
multiple classes, with each class bearing a different stated maturity and
having different payment streams. Monthly payments of principal, including
prepayments, are first returned to investors holding the shortest maturity
class; investors holding longer maturity classes receive principal payments
only after the shorter class or classes have been retired.
Asset-Backed Securities--The AllianceBernstein Balanced Fund may purchase
asset-backed securities. The securitization techniques used to develop
mortgage-related securities are also applied to a broad range of financial
assets. Through the use of trusts and special purpose vehicles, various types
of assets, including automobile loans and leases, credit card receivables, home
equity loans, equipment leases and trade receivables, are securitized in
structures similar to the structures used in mortgage securitizations.
The AllianceBernstein Balanced Fund may invest in other asset-backed securities
that may be developed in the future or as would be deemed appropriate.
Non-U.S. Debt - The AllianceBernstein Balanced Fund may invest in non-U.S.
sovereign and corporate debt issued in U.S. Dollars.
Hedging Transactions - The AllianceBernstein Balanced Fund may engage in
transactions which are designed to protect against potential adverse price
movements in securities owned or intended to be purchased by the Fund.
Zero-Coupon Bonds--The AllianceBernstein Balanced Fund may invest in
zero-coupon bonds. Such bonds may be issued directly by agencies and
instrumentalities of the U.S. Government or by private corporations. Zero
coupon bonds may originate as such or may be created by stripping an
outstanding bond. Zero-coupon bonds do not make regular interest payments.
Instead, they are sold at a deep discount from their face value. Because a zero
coupon bond does not pay current income, its price can be very volatile when
interest rates change.
Repurchase Agreements--Repurchase agreements are currently entered into with
creditworthy counterparties including broker-dealers, member banks of the
Federal Reserve System or "primary dealers" (as designated by the Federal
Reserve Bank of New York) in U.S. Government securities. Repurchase agreements
are often for short
9
periods such as one day or a week, but may be longer. Investments may be made
in repurchase agreements pertaining to the marketable obligations of, or
marketable obligations guaranteed by, the United States Government, its
agencies or instrumentalities.
Foreign Currency Forward Contracts--The AllianceBernstein Balanced Fund may
enter into contracts for the purchase or sale of a specific foreign currency at
a future date at a price set at the time of the contract. The Fund will enter
into such forward contracts for hedging purposes only.
PORTFOLIO HOLDINGS POLICY FOR THE POOLED SEPARATE ACCOUNTS
It is the policy of the Pooled Separate Accounts (the "Separate Accounts") to
safeguard against misuse of their portfolio holdings information and to prevent
the selective disclosure of such information. Each Separate Account will
publicly disclose its holdings in accordance with regulatory requirements, such
as periodic portfolio disclosure in filings with the SEC. The portfolio
holdings information for the Separate Accounts including, among other things,
the top ten holdings and complete portfolio holdings, is available on a monthly
basis and generally can be obtained by contract holders/participants or their
consultants, free of charge, 15 days after the month end by calling
1-866-642-3127. AXA Equitable has established this procedure to provide prompt
portfolio holdings information so that contractholders and their consultants
can perform effective oversight of plan investments.
On a case-by-case basis, AXA Equitable may approve the disclosure of non-public
portfolio holdings and trading information to particular individuals or
entities in appropriate circumstances. In all cases, the approval of release of
non-public portfolio holdings or trading information will be conditioned on the
obligation of the recipient not to trade on the non-public information. Neither
AXA Equitable nor its investment adviser, AllianceBernstein L.P., discloses
non-public portfolio holdings or portfolio trade information of any Separate
Account to the media.
In addition, with the approval of our investment officers, non-public portfolio
holdings information may be provided as part of the legitimate business
activities of each Separate Account to the following service providers and
other organizations: auditors; the custodian; the accounting service provider,
the administrator; the transfer agent; counsel to the Separate Accounts;
regulatory authorities; pricing services; and financial printers. The entities
to whom we or the investment advisor voluntarily provide holdings information,
either by explicit agreement or by virtue of their respective duties to each
Separate Account, are required to maintain the confidentiality of the
information disclosed, including an obligation not to trade on non-public
information. As of the date of this SAI, we have ongoing arrangements to
provide non-public portfolio holdings information to the following service
providers: JPMorgan Chase, State Street-Kansas City, PricewaterhouseCoopers
LLP, Capital Printing Systems, Inc., and RR Donnelley. Each of these
arrangements provides for ongoing disclosure of current portfolio holdings
information so that the entity can provide services to the Separate Accounts.
These service providers do not provide any compensation to AXA Equitable, the
Separate Accounts or any affiliates in return for the disclosure of non-public
portfolio holdings information.
Until particular portfolio holdings information has been released in regulatory
filings or is otherwise available to contract holders and/or participants, and
except with regard to the third parties described above, no such information
may be provided to any party without the approval of our investment officers or
the execution by such third party of an agreement containing appropriate
confidentiality language which has been approved by our Legal Department. We
will monitor and review any potential conflicts of interest between the
contract holders/participants and AXA Equitable and its affiliates that may
arise from potential release of non-public portfolio holdings information. We
will not release portfolio holdings information unless it is determined that
the disclosure is in the best interest of its contract holders/ participants
and there is a legitimate business purpose for such disclosure. No compensation
is received by AXA Equitable or its affiliates or any other person in
connection with the disclosure of portfolio holdings information.
FUND TRANSACTIONS
The AllianceBernstein Growth Equity, AllianceBernstein Mid Cap Growth and
AllianceBernstein Balanced Funds are charged for securities brokers'
commissions, transfer taxes and other fees relating to securities transactions.
Transactions in equity securities for each of these Funds are executed
primarily through brokers that receive a commission paid by the Fund. The
brokers, none of which are affiliates, are selected by AllianceBernstein L.P.
("AllianceBernstein"). For 2006, 2005 and 2004, the AllianceBernstein Growth
Equity Fund paid $739,493, $699,416 and $1,126,910, respectively, in brokerage
commissions; the AllianceBernstein Mid Cap Growth Fund paid $453,828, $378,750
and $708,388, respectively, in brokerage commissions; and the AllianceBernstein
Balanced Fund paid $29,394, $58,825 and $83,372, respectively, in brokerage
commissions.
AllianceBernstein seeks to obtain the best price and execution of all orders it
places, considering all the circumstances. If transactions are executed in the
over-the-counter market, they will deal with the principal market makers,
unless more favorable prices or better execution is otherwise obtainable. There
are occasions on which portfolio transactions for the Funds may be executed as
part of concurrent authorizations to purchase or sell the same security for
certain other accounts or clients advised by AllianceBernstein and AXA
Equitable. These concurrent authorizations potentially can be either
advantageous or disadvantageous to the Funds. When these concurrent
authorizations occur, the objective is to allocate the executions among the
Funds and the other accounts in a fair manner.
Recently, the increasing number of low-cost automated order execution services
have contributed to lower commission rates. These services, often referred to
as "low touch" trading, take advantage of the electronic connectivity of market
centers, eliminating the need for human intervention and thereby lowering the
cost of execution. These services include: 1) direct market access (DMA)
options, in which orders are placed directly with market centers, such as
NASDAQ or Archipelago; 2) aggregators, which allow access to multiple markets
10
simultaneously; and 3) algorithmic trading platforms, which use complex
mathematical models to optimize trade routing and timing.
AllianceBernstein also considers the amount and quality of securities research
services provided by a broker. Typical research services include general
economic information and analyses and specific information on and analyses of
companies, industries and markets. Factors in evaluating research services
include the diversity of sources used by the broker and the broker's
experience, analytical ability, and professional stature. The receipt of
research services from brokers tends to reduce the expenses in managing the
Funds. This is taken into account when setting the expense charges.
Brokers who provide research services may charge somewhat higher commissions
than those who do not. However, AllianceBernstein selects only brokers whose
commissions are believed to be reasonable in all the circumstances. Of the
brokerage commissions paid by the AllianceBernstein Growth Equity,
AllianceBernstein Mid/Cap Growth and AllianceBernstein Balanced Funds during
2006, $725,854, $436,288 and $28,883, respectively, were paid to brokers
providing research services on transactions of $844,801,931, $277,489,188 and
$178,739,675, respectively.
AllianceBernstein periodically evaluates the services provided by brokers and
prepares internal proposals for allocating among those various brokers business
for all the accounts AllianceBernstein manages or advises. That evaluation
involves consideration of the overall capacity of the broker to execute
transactions, its financial condition, its past performance and the value of
research services provided by the broker in servicing the various accounts
advised or managed by AllianceBernstein. AllianceBernstein has no binding
agreements with any firm as to the amount of brokerage business which the firm
may expect to receive for research services or otherwise. There may, however,
be understandings with certain firms that AllianceBernstein will continue to
receive services from such firms only if such firms are allocated a certain
amount of brokerage business. AllianceBernstein may try to allocate such
amounts of business to such firms to the extent possible in accordance with the
policies described above.
Research information obtained by AllianceBernstein may be used in servicing all
accounts under their management, including AXA Equitable's accounts. Similarly,
not all research provided by a broker or dealer with which the Funds transact
business will necessarily be used in connection with those Funds.
Transactions for the Funds in the over-the-counter market are normally executed
as principal transactions with a dealer that is a principal market-maker in the
security, unless a better price or better execution can be obtained from
another source. Under these circumstances, the Funds pay no commission.
Similarly, portfolio transactions in money market and debt securities will
normally be executed through dealers or underwriters under circumstances where
the Fund pays no commission.
When making securities transactions for Funds that do not involve paying a
brokerage commission (such as the purchase of short-term debt securities),
AllianceBernstein seeks to obtain prompt execution in an effective manner at
the best price. Subject to this general objective, AllianceBernstein may give
orders to dealers or underwriters who provide investment research. None of the
Funds will pay a higher price, however, and the fact that we or
AllianceBernstein may benefit from such research is not considered in setting
the expense charges.
In addition to using brokers and dealers to execute portfolio securities
transactions for accounts AllianceBernstein manages, we or AllianceBernstein
may enter into other types of business transactions with brokers or dealers.
These other transactions will be unrelated to allocation of the Funds'
portfolio transactions.
OTHER FUNDS. For those Funds that invest in corresponding Portfolios of AXA
Premier VIP Trust and EQ Advisors Trust, see the statement of additional
information for each Trust for information concerning the portfolio
transactions of the Portfolios.
INVESTMENT MANAGEMENT AND ACCOUNTING FEE
The table below shows the amount we received under the investment management
and financial accounting fee under the Program during each of the last three
years. See "Fee table" section in the prospectus.
[Download Table]
Fund 2006 2005 2004
-------------------------------------------------------------
AllianceBernstein Growth
Equity $208,262 $206,924 $198,559
-------------------------------------------------------------
AllianceBernstein Mid Cap
Growth $148,514 $139,168 $134,314
------------------------------------------------------------
AllianceBernstein Balanced $178,589 $173,982 $165,896
------------------------------------------------------------
11
INFORMATION (ALLIANCEBERNSTEIN GROWTH EQUITY FUND,
ALLIANCEBERNSTEIN MID CAP GROWTH FUND AND ALLIANCEBERNSTEIN BALANCED FUND)
The tables and discussion below provide information with respect to the
portfolio managers who are primarily responsible for the day-to-day management
of each Fund.
[Enlarge/Download Table]
-----------------------------------------------------------------------------------------------------------------
AllianceBernstein Growth Equity Fund, Separate Account No. 4 ("Fund")
AllianceBernstein L.P. ("Adviser")
Information as of December 31, 2006
-----------------------------------------------------------------------------------------------------------------
(a)(1) Portfolio manager(s) of the (a)(2) For each person identified in column (a)(1), the number of other
Adviser named in the prospectus accounts of the Adviser managed by the person within each category
below and the total assets in the accounts managed within each cat-
egory below.
----------------------------------------------------------------------
Registered Invest- Other Pooled Invest- Other Accounts
ment Companies ment Vehicles
----------------------------------------------------------------------
Number Total Number Total Number Total
of Assets of Assets of Assets
Accounts ($MM) Accounts ($MM) Accounts ($MM)
-----------------------------------------------------------------------------------------------------------------
Alan Levi 2 $1,670 1 $6 12 $1,019
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
(a)(1) Portfolio manager(s) of the (a)(3) For each of the categories in column (a)(2), the number of
Adviser named in the prospectus accounts and the total assets in the accounts with respect to which the
advisory fee is based on the performance of the account
----------------------------------------------------------------------
Registered Invest- Other Pooled Invest- Other Accounts
ment Companies ment Vehicles
----------------------------------------------------------------------
Number Total Number Total Number Total
of Assets of Assets of Assets
Accounts ($MM) Accounts ($MM) Accounts ($MM)
-----------------------------------------------------------------------------------------------------------------
Alan Levi 2 $4,280 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------
Note: $ MM means millions
For a description of any material conflicts, please see "Investment
professional conflict of interest" later in the SAI.
For compensation information, please see "AllianceBernstein's compensation
program" later in the SAI.
Ownership of Securities of AXA's insurance products for which the Fund serves
as an investment option (Retirement Investment Account, Members Retirement
Program and American Dental Association):
[Enlarge/Download Table]
---------------------------------------------------------------------------------------------------------
$10,001- $50,001- $100,001- $500,001 - over
Portfolio Manager None $1-$10,000 $50,000 $100,000 $500,000 $1,000,000 $1,000,000
---------------------------------------------------------------------------------------------------------
Alan Levi X
---------------------------------------------------------------------------------------------------------
The management of and investment decisions for the Fund's portfolio are made by
AllianceBernstein's US Growth Team, which is responsible for management of all
of AllianceBernstein's US Growth accounts. The US Growth Team relies heavily on
the fundamental analysis and research of the AllianceBernstein's large internal
research staff. While all members of the team work jointly to determine the
investment strategy, including, security selection, Mr. Alan Levi, a member of
the AllianceBernstein's US Growth Team, is responsible for day-to-day
management of and has oversight and order placement responsibilities for the
Fund's portfolio.
Alan E. Levi -- Senior Vice President and Team Leader
Mr. Levi is the team leader of the US Disciplined Growth and US Growth teams.
He joined AllianceBernstein in 1973 as a research analyst and served as
director of US equity research from 1990-1995. Mr. Levi joined the US
Disciplined Growth team as a portfolio manager in 1995, served as co-team
leader from 2002-2003 and became the team leader in 2004. He became a US Growth
portfolio manager in 1999 and became the team leader in 2002. Mr. Levi is a
past director and treasurer of the Bank and Financial Analysts Association and
served as a director of the New York Society of Security Analysts between
1992-1994. He received his BA from Johns Hopkins and an MBA from the University
of Chicago. Location: New York.
12
[Enlarge/Download Table]
------------------------------------------------------------------------------------------------------------------
AllianceBernstein Mid Cap Growth Fund, Separate Account No. 3 ("Fund")
AllianceBernstein L.P. ("Adviser")
Information as of December 31, 2006
------------------------------------------------------------------------------------------------------------------
(a)(1) Portfolio manager(s) of the (a)(2) For each person identified in column (a)(1), the number of other
Adviser named in the Fund pro- accounts of the Adviser managed by the person within each category
spectus below and the total assets in the accounts managed within each cat-
egory below
----------------------------------------------------------------------
Registered Invest- Other Pooled Invest- Other Accounts
ment Companies ment Vehicles
-----------------------------------------------------------------------
Number Total Number Total Number Total
of Assets of Assets of Assets
Accounts ($MM) Accounts ($MM) Accounts ($MM)
------------------------------------------------------------------------------------------------------------------
Catherine Wood 4 $5,210 35 $7,767 75* $2,396
(AllianceBernstein L.P. and
Separately
Managed Accounts)
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
AllianceBernstein Mid Cap Growth Fund, Separate Account No. 3 ("Fund")
AllianceBernstein L.P. ("Adviser")
Information as of December 31, 2006
------------------------------------------------------------------------------------------------------------------
(a)(1) Portfolio manager(s) of the (a)(3) For each of the categories in column (a)(2), the number of
Adviser named in the Fund pro- accounts and the total assets in the accounts with respect to which the
spectus advisory fee is based on the performance of the account
----------------------------------------------------------------------
Registered Invest- Other Pooled Invest- Other Accounts
ment Companies ment Vehicles
-----------------------------------------------------------------------
Number Total Number Total Number Total
of Assets of Assets of Assets
Accounts ($MM) Accounts ($MM) Accounts ($MM)
------------------------------------------------------------------------------------------------------------------
Catherine Wood N/A N/A N/A N/A N/A N/A
(AllianceBernstein L.P. and
Separately
Managed Accounts)
------------------------------------------------------------------------------------------------------------------
Note: $MM means millions.
* includes wrap fee accounts at the sponsor level.
For a description of any material conflicts, please see "Investment
professional conflict of interest" later in the SAI.
For compensation information, please see "AllianceBernstein's compensation
program" later in the SAI.
Ownership of Securities of AXA's insurance products for which the Fund serves
as an investment option (Retirement Investment Account, Members Retirement
Program and American Dental Association):
[Enlarge/Download Table]
---------------------------------------------------------------------------------------------------------
$10,001- $50,001- $100,001- $500,001 - over
Portfolio Manager None $1-$10,000 $50,000 $100,000 $500,000 $1,000,000 $1,000,000
---------------------------------------------------------------------------------------------------------
Catherine Wood X
---------------------------------------------------------------------------------------------------------
The management of and investment decisions for the Fund's portfolio are made by
Ms. Catherine Wood. Ms. Wood relies heavily on the fundamental research efforts
of the firm's extensive internal research staff, including the Global Research
Department, Research for Strategic Change team and Research on Early Stage
Growth team.
Catherine Wood -- Senior Vice President, US Mid Cap Growth Team Leader and
Chief Investment Officer -- US Strategic Research
Ms. Wood is also the Chief Investment Officer of AllianceBernstein's Strategic
Research Product. Ms. Wood joined AllianceBernstein in 2001 from Tupelo Capital
Management, where she was a General Partner, co-managing global equity-oriented
portfolios. Prior to that, Ms. Wood worked for 18 years with Jennison
Associates as a Director and Portfolio Manager, Equity Research Analyst and
Chief Economist. As a portfolio manager with Jennison, she invested in both US
and international securities. Ms. Wood's experience in research ranges from
media, telecommunications and emerging technologies to business services,
consumer non-durables and basic industries. She started her career as an
assistant economist at Capital Research from 1977 to 1980. She received her
B.S., summa cum laude, from the University of Southern California. Location:
New York.
John H. Fogarty -- Senior Vice President and Senior Portfolio Manager
Mr. Fogarty began his career at AllianceBernstein in 1988 performing
quantitative research while attending Columbia. He started full time with the
firm in 1992, joined the US Large Cap Growth Team as a generalist and
quantitative analyst in 1995, and became a US Large Cap Growth portfolio
manager in 1997. Mr. Fogarty re-joined the firm in 2006 after spending nearly 3
years as a hedge fund manager at Dialectic Capital and Vardon Partners,
respectively. Mr. Fogarty received his BA from Columbia University. CFA
Charterholder. Location: New York.
13
[Enlarge/Download Table]
------------------------------------------------------------------------------------------------------------------
AllianceBernstein Balanced Fund, Separate Account No. 10 ("Fund")
AllianceBernstein L.P. ("Adviser")
Information as of December 31, 2006
------------------------------------------------------------------------------------------------------------------
(a)(1) Portfolio manager(s) of the (a)(2) For each person identified in column (a)(1), the number of other
Adviser named in the Fund pro- accounts of the Adviser managed by the person within each category
spectus below and the total assets in the accounts managed within each cat-
egory below
----------------------------------------------------------------------
Registered Invest- Other Pooled Invest- Other Accounts
ment Companies ment Vehicles
-----------------------------------------------------------------------
Number Total Number Total Number Total
of Assets of Assets of Assets
Accounts ($MM) Accounts ($MM) Accounts ($MM)
------------------------------------------------------------------------------------------------------------------
Alison Martier 4 3,134 4 1,562 34 4,587
------------------------------------------------------------------------------------------------------------------
Joshua Lisser 44 41,159 291 21,741 249 67,850
------------------------------------------------------------------------------------------------------------------
Total 48 44,293 295 23,303 283 72,437
------------------------------------------------------------------------------------------------------------------
Excluded from Above:
------------------------------------------------------------------------------------------------------------------
STRATEGIC BALANCED #10 N/A N/A N/A N/A 1 59
- COMBINED
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
AllianceBernstein Balanced Fund, Separate Account No. 10 ("Fund")
AllianceBernstein L.P. ("Adviser")
Information as of December 31, 2006
------------------------------------------------------------------------------------------------------------------
(a)(1) Portfolio manager(s) of the (a)(3) For each of the categories in column (a)(2), the number of
Adviser named in the Fund pro- accounts and the total assets in the accounts with respect to which the
spectus advisory fee is based on the performance of the account
----------------------------------------------------------------------
Registered Invest- Other Pooled Invest- Other Accounts
ment Companies ment Vehicles
-----------------------------------------------------------------------
Number Total Number Total Number Total
of Assets of Assets of Assets
Accounts ($MM) Accounts ($MM) Accounts ($MM)
------------------------------------------------------------------------------------------------------------------
Alison Martier N/A N/A N/A N/A N/A N/A
------------------------------------------------------------------------------------------------------------------
Joshua Lisser N/A N/A 2 620 42 9,860
------------------------------------------------------------------------------------------------------------------
Total N/A N/A 2 620 42 9,860
------------------------------------------------------------------------------------------------------------------
Excluded from Above: N/A N/A N/A N/A N/A N/A
------------------------------------------------------------------------------------------------------------------
STRATEGIC BALANCED #10 N/A N/A N/A N/A N/A N/A
- COMBINED
------------------------------------------------------------------------------------------------------------------
Note: $MM means millions
For a description of any material conflicts, please see "Investment
professional conflict of interest" later in the SAI.
For compensation information, please see "AllianceBernstein's compensation
program" later in the SAI.
Ownership of Securities of AXA's insurance products for which the Fund serves
as an investment option (Retirement Investment Account and Members Retirement
Program):
[Enlarge/Download Table]
---------------------------------------------------------------------------------------------------------
$10,001- $50,001- $100,001- $500,001 - over
Portfolio Manager None $1-$10,000 $50,000 $100,000 $500,000 $1,000,000 $1,000,000
---------------------------------------------------------------------------------------------------------
Alison Martier N/A*
---------------------------------------------------------------------------------------------------------
Joshua Lisser X
---------------------------------------------------------------------------------------------------------
* Shares owned by Alison Martier in the Equity Fund and the Mid Cap Growth are
as of December 31, 2006. While there are no insurance products ownership to
report, Ms. Martier participates in AXA Equitable Savings and Investment Plan
and owns shares, pursuant to her prior employment at AXA, as follows:
o (TPOW) Equity Fund: 6766.355 shares
o (TPOX) Mid Cap Growth: 7545.908 shares
Joshua Lisser does not own such shares.
AllianceBernstein Balanced Fund, Separate Account No. 10 ("Fund") is managed by
the following team members:
Joshua B. Lisser
Senior Vice President and Chief Investment Officer-Structured Equities
Mr. Lisser is a member of the Blend Strategies team. He joined
AllianceBernstein in 1992 as a portfolio manager in the index strategies group
and developed the international and global risk controlled equity services.
Prior to joining AllianceBernstein, Mr. Lisser was with Equitable Capital
specializing in derivative investment strategies. Mr. Lisser received a BA from
the State University of New York at Binghamton, where he was elected a member
of Phi Beta Kappa, and an MBA from New York University. Location: New York
Seth Masters
Executive Vice President and Chief Investment Officer--Blend Strategies
Mr. Masters joined Bernstein in 1991 as a research analyst covering banks,
insurance companies, and other financial firms and has been Executive Vice
President and Chief Investment Officer for Blend Strategies since 2002. Between
1994 and 2002, Mr. Masters was Chief Investment Officer for Emerging Market
Value Equities. In his current role, Mr. Masters has launched an array of blend
strategies, drawing on AllianceBernstein's growth and value capabilities. He
has been responsible for forging the firm's position within the core equity
market. He also serves on AllianceBernstein's Management Executive Committee, a
group of key senior professionals responsible for managing the firm, enacting
key strategic initiatives and allocating resources. Over the years, Mr. Masters
has published numerous articles, including "Is There a Better Way to
Rebalance?," "Emerging Markets: Managing the Impact of High Costs," "After the
Fall: The Case for Emerging Markets Revisited" and "The Problem with Emerging
Markets Indexes," which appeared in The Journal of Portfolio Management in
2003, 2002, 1999 and 1998, respectively. Prior to Bernstein, Mr. Masters worked
as a senior associate at Booz, Allen & Hamilton from 1986 to 1990 and taught
economics in China from 1983 to 1985. He earned a BA from Princeton University
and an MPhil in economics from Oxford University. Location: New York
14
Thomas J. Fontaine
Senior Vice President and Senior Portfolio Manager--Blend Strategies
Mr. Fontaine is a senior vice president and senior portfolio manager on the
Blend Strategies team, focusing on Style Blend and Structured Equity
portfolios. Prior to his current role, Mr. Fontaine was a senior quantitative
analyst responsible for the research and development of the US Structured
Equity products, as well as the design of the firm's global equity portfolio
analytics systems. Previous to joining Sanford C. Bernstein & Co. in 1999, Mr.
Fontaine was a quantitative analyst at Tudor Investment Corporation, where he
designed automated futures trading systems. Mr. Fontaine earned a BS, cum
laude, in both Mathematics and Computer Science from the University of
Wisconsin-Madison in 1988 and a Ph.D. in Computer Science from the University
of Pennsylvania in 1993. He has earned the Global Association of Risk
Professionals Financial Risk Manager certification. CFA Charterholder.
Location: New York
Christopher Nikolich
Senior Vice President and Senior Portfolio Manager--Blend Strategies
Mr. Nikolich is a senior vice president and senior portfolio manager on the
Blend Strategies team and has been with the firm since 1994. Just prior to his
current role, Mr. Nikolich was a portfolio manager in the index strategies
group where he managed risk controlled equity services, a role he retains. Mr.
Nikolich has an MBA in Finance and International Business from New York
University and a BA in Finance from Rider University. Location: New York
Alison M. Martier
Senior Vice President and Director--US Core Fixed Income
Ms. Martier became director of our US Core Fixed Income service in 2002. She
manages US Core, Core Plus and Strategic Core Plus fixed income portfolios for
institutional clients, as well as supervises the portfolio management team for
our US Core and US Low Duration services. Ms. Martier joined AllianceBernstein
in 1993 from Equitable Capital. She joined Equitable as a trader in 1979 and
has been a portfolio manager since 1983. Ms. Martier holds a BA from
Northwestern University and an MBA from New York University's Graduate School
of Business Administration. CFA Charterholder. Location: New York
Shawn Keegan
Vice President and Portfolio Manager
Mr. Keegan is the investment-grade credit specialist for AllianceBernstein's US
Core, Core Plus and Low Duration strategies. He joined AllianceBernstein in
1993 as a portfolio assistant. He spent a year at Aladdin Capital as a trader
before joining the US Core Fixed Income Team in early 2001. He holds a B.S. in
Finance from Siena College. Location: New York
Greg Wilensky
Vice President, Portfolio Manager and Director
Mr. Wilensky is a member of the US Core, US Low Duration and Liquid Markets
teams, and also manages US Inflation-Linked Securities portfolios. In addition,
Mr. Wilensky has been responsible for the firm's stable value business since
1998. Prior to joining AllianceBernstein as a portfolio manager in 1996, Mr.
Wilensky was a treasury manager in the corporate finance group at AT&T Corp. He
earned a B.S. in Business Administration from Washington University and an MBA
from the University of Chicago. Member of the New York Society of Security
Analysts. CFA Charterholder. Location: New York.
INVESTMENT PROFESSIONAL CONFLICT OF INTEREST DISCLOSURE
As an investment adviser and fiduciary, AllianceBernstein owes its clients and
shareholders an undivided duty of loyalty. We recognize that conflicts of
interest are inherent in our business and accordingly have developed policies
and procedures (including oversight monitoring) reasonably designed to detect,
manage and mitigate the effects of actual or potential conflicts of interest in
the area of employee personal trading, managing multiple accounts for multiple
clients, including AllianceBernstein Mutual Funds, and allocating investment
opportunities. Investment professionals, including portfolio managers and
research analysts, are subject to the above-mentioned policies and oversight
monitoring to ensure that all clients are treated equitably. We place the
interests of our clients first and expect all of our employees to meet their
fiduciary duties.
EMPLOYEE PERSONAL TRADING
AllianceBernstein has adopted a Code of Business Conduct and Ethics that is
designed to detect and prevent conflicts of interest when investment
professionals and other personnel of AllianceBernstein own, buy or sell
securities which may be owned by, or bought or sold for, clients. Personal
securities transactions by an employee may raise a potential conflict of
interest when an employee owns or trades in a security that is owned or
considered for purchase or sale by a client, or recommended for purchase or
sale by an employee to a client. Subject to the reporting requirements and
other limitations of its Code of Business Conduct and Ethics, AllianceBernstein
permits its employees to engage in personal securities transactions, and also
allows them to acquire investments in the AllianceBernstein Mutual Funds
through direct purchase, 401(k)/profit sharing plan investment and/or
notionally in connection with deferred incentive compensation awards.
15
AllianceBernstein's Code of Ethics and Business Conduct requires disclosure of
all personal accounts and maintenance of brokerage accounts with designated
broker-dealers approved by AllianceBernstein. The Code also requires
preclearance of all securities transactions and imposes a one-year holding
period for securities purchased by employees to discourage short-term trading.
MANAGING MULTIPLE ACCOUNTS FOR MULTIPLE CLIENTS
AllianceBernstein has compliance policies and oversight monitoring in place to
address conflicts of interest relating to the management of multiple accounts
for multiple clients. Conflicts of interest may arise when an investment
professional has responsibilities for the investments of more than one account
because the investment professional may be unable to devote equal time and
attention to each account. The investment professional or investment
professional teams for each client may have responsibilities for managing all
or a portion of the investments of multiple accounts with a common investment
strategy, including other registered investment companies, unregistered
investment vehicles, such as hedge funds, pension plans, separate accounts,
collective trusts and charitable foundations. Among other things,
AllianceBernstein's policies and procedures provide for the prompt
dissemination to investment professionals of initial or changed investment
recommendations by analysts so that investment professionals are better able to
develop investment strategies for all accounts they manage. In addition,
investment decisions by investment professionals are reviewed for the purpose
of maintaining uniformity among similar accounts and ensuring that accounts are
treated equitably. No investment professional that manages client accounts
carrying performance fees is compensated directly or specifically for the
performance of those accounts. Investment professional compensation reflects a
broad contribution in multiple dimensions to long-term investment success for
our clients and is not tied specifically to the performance of any particular
client's account, nor is it directly tied to the level or change in the level
of assets under management.
ALLOCATING INVESTMENT OPPORTUNITIES
AllianceBernstein has policies and procedures intended to address conflicts of
interest relating to the allocation of investment opportunities. These policies
and procedures are designed to ensure that information relevant to investment
decisions is disseminated promptly within its portfolio management teams and
investment opportunities are allocated equitably among different clients. The
investment professionals at AllianceBernstein routinely are required to select
and allocate investment opportunities among accounts. Portfolio holdings,
position sizes, and industry and sector exposures tend to be similar across
similar accounts, which minimizes the potential for conflicts of interest
relating to the allocation of investment opportunities. Nevertheless,
investment opportunities may be allocated differently among accounts due to the
particular characteristics of an account, such as size of the account, cash
position, tax status, risk tolerance and investment restrictions or for other
reasons.
AllianceBernstein's procedures are also designed to prevent potential conflicts
of interest that may arise when AllianceBernstein has a particular financial
incentive, such as a performance-based management fee, relating to an account.
An investment professional may perceive that he or she has an incentive to
devote more time to developing and analyzing investment strategies and
opportunities or allocating securities preferentially to accounts for which
AllianceBernstein could share in investment gains.
To address these conflicts of interest, AllianceBernstein's policies and
procedures require, among other things, the prompt dissemination to investment
professionals of any initial or changed investment recommendations by analysts;
the aggregation of orders to facilitate best execution for all accounts; price
averaging for all aggregated orders; objective allocation for limited
investment opportunities (e.g., on a rotational basis) to ensure fair and
equitable allocation among accounts; and limitations on short sales of
securities. These procedures also require documentation and review of
justifications for any decisions to make investments only for select accounts
or in a manner disproportionate to the size of the account.
PORTFOLIO MANAGER COMPENSATION
AllianceBernstein's compensation program for investment professionals is
designed to be competitive and effective in order to attract and retain the
highest caliber employees. The compensation program for investment
professionals is designed to reflect their ability to generate long-term
investment success for our clients, including shareholders of the
AllianceBernstein Mutual Funds. Investment professionals do not receive any
direct compensation based upon the investment returns of any individual client
account, nor is compensation tied directly to the level or change in the level
of assets under management. Investment professionals' annual compensation is
comprised of the following:
FIXED BASE SALARY
This is generally the smallest portion of compensation. The base salary is a
relatively low, fixed salary within a similar range for all investment
professionals. The base salary (is determined at the outset of employment based
on level of experience,) does not change significantly from year to year, and
hence, is not particularly sensitive to performance.
DISCRETIONARY INCENTIVE COMPENSATION IN THE FORM OF AN ANNUAL CASH BONUS
AllianceBernstein's overall profitability determines the total amount of
incentive compensation available to investment professionals. This portion of
compensation is determined subjectively based on qualitative and quantitative
factors. In evaluating this component of an investment professional's
compensation, AllianceBernstein considers the contribution to his/her team or
discipline as it relates to that team's overall contribution to the long-term
investment success, business results and strategy of AllianceBernstein.
Quantitative factors considered include, among other things, relative
investment performance (e.g., by comparison to competitor or peer group funds
or similar styles of investments, and appropriate, broad-based or specific
market indices), and consistency of performance. There are no specific formulas
used to determine this part of an investment professional's compensation and
the compensation is not tied to any pre-determined or specified level of
performance. AllianceBernstein also considers qualitative factors such as the
complexity and risk of investment strat-
16
egies involved in the style or type of assets managed by the investment
professional; success of marketing/business development efforts and client
servicing; seniority/length of service with the firm; management and
supervisory responsibilities; and fulfillment of AllianceBernstein's leadership
criteria.
DISCRETIONARY INCENTIVE COMPENSATION IN THE FORM OF AWARDS UNDER
ALLIANCEBERNSTEIN'S PARTNERS COMPENSATION PLAN ("DEFERRED AWARDS")
AllianceBernstein's overall profitability determines the total amount of
deferred awards available to investment professionals. The deferred awards are
allocated among investment professionals based on criteria similar to those
used to determine the annual cash bonus. There is no fixed formula for
determining these amounts. Deferred awards, for which there are various
investment options, vest over a four-year period and are generally forfeited if
the employee resigns or AllianceBernstein terminates his/her employment.
Investment options under the deferred awards plan include many of the same
AllianceBernstein Mutual Funds offered to mutual fund investors, thereby
creating a close alignment between the financial interests of the investment
professionals and those of AllianceBernstein's clients and mutual fund
shareholders with respect to the performance of those mutual funds.
AllianceBernstein also permits deferred award recipients to allocate up to 50%
of their award to investments in AllianceBernstein's publicly traded equity
securities.*
CONTRIBUTIONS UNDER ALLIANCEBERNSTEIN'S PROFIT SHARING/401(K) PLAN
The contributions are based on AllianceBernstein's overall profitability. The
amount and allocation of the contributions are determined at the sole
discretion of AllianceBernstein.
* Prior to 2002, investment professional compensation also included
discretionary long-term incentive in the form of restricted grants of
AllianceBernstein's Master Limited Partnership Units.
DISTRIBUTION OF THE CONTRACTS
Employees of AXA Equitable perform all marketing and service functions under
the contract. AXA Equitable pays no sales commissions with respect to units of
interest in any of the Separate Accounts available under the contracts;
however, incentive compensation that ranges from 0.40% to 2% of first-year plan
contributions, plus $65 per plan sale is paid on a periodic basis to these AXA
Equitable employees. No contribution-based or asset-based incentive
compensation is awarded on existing plans in subsequent years. This
compensation is not paid out of plan or participant funds, and has no effect on
plan fees, charges and expenses.
CUSTODIAN AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
JPMorgan Chase Bank, N.A. is the custodian for the shares of the Trusts owned
by Separate Account Nos. 3, 4 and 10. There is no custodian for the shares of
the Trusts owned by Separate Account No. 66.
The financial statements of each Separate Account at December 31, 2006 and for
each of the two years in the period ended December 31, 2006, and the
consolidated financial statements of AXA Equitable at December 31, 2006 and
2005 and for each of the three years in the period ended December 31, 2006 are
included in this SAI in reliance on the reports of PricewaterhouseCoopers LLP,
an independent registered public accounting firm, given on the authority of
said firm as experts in auditing and accounting.
The consolidated financial statements of AXA Equitable at December 31, 2005 and
for each of the two years in the period ended December 31, 2005 are also
included in this SAI in reliance on the reports of KPMG LLP, an independent
registered public accounting firm, on (i) the consolidated financial statements
of AllianceBernstein L.P. as of December 31, 2005 and for each of the years in
the two-year period ended December 31, 2005, and the December 31, 2005
financial statement schedule, and (ii) the financial statements of
AllianceBernstein Holding L.P. (together "AllianceBernstein", formerly
"Alliance") as of December 31, 2005 and for each of the years in the two-year
period ended December 31, 2005. The reports are given on the authority of said
firms as experts in auditing and accounting.
KPMG LLP was AllianceBernstein's independent registered public accounting firm
as of December 31, 2005 and for each of the years in the two-year period ended
December 31, 2005. On March 8, 2006, KPMG LLP was terminated, and
PricewaterhouseCoopers LLP was appointed as AllianceBernstein's independent
registered public accounting firm, as disclosed on AXA Equitable's Report on
Form 8-K filed on March 13, 2006. AllianceBernstein Corporation, an indirect
wholly owned subsidiary of AXA Equitable, is the general partner of both
AllianceBernstein L.P. and AllianceBernstein Holding L.P.
PricewaterhouseCoopers LLP provides independent audit services and certain
other non-audit services to AXA Equitable as permitted by the applicable SEC
independence rules, and as disclosed in AXA Equitable's Form 10-K.
PricewaterhouseCoopers LLP's address is 300 Madison Avenue, New York, New York
10017.
17
OUR MANAGEMENT
We are managed by a Board of Directors which is elected by our shareholder(s).
Our directors and certain of our executive officers and their principal
occupations are as follows. Unless otherwise indicated, the following persons
have been involved in the management of AXA Equitable and/or its affiliates in
various executive positions during the last five years.
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DIRECTORS
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Name and Principal Business Address Business Experience Within Past Five Years
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Henri de Castries Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since
AXA September 1993); Chairman of the Board of AXA Financial (since April 1998); Vice Chairman
25, Avenue Matignon (February 1996 to April 1998). Chairman of the Management Board (since May 2001) and Chief
75008 Paris, France Executive Officer of AXA (January 2000 to May 2002); Vice Chairman of AXA's Management Board
(January 2000 to May 2001). Director or officer of various subsidiaries and affiliates
of the AXA Group. Director of AllianceBernstein Corporation, the general partner of
AllianceBernstein Holding and AllianceBernstein. A former Director of Donaldson, Lufkin and
Jenrette ("DLJ") (July 1993 to November 2000).
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Denis Duverne Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since
AXA February 1998). Member of the AXA Management Board (since February 2003) and Chief Financial
25, Avenue Matignon Officer (since May 2003), prior thereto, Executive Vice President, Finance, Control and
75008 Paris, France Strategy, AXA (January 2000 to May 2003); prior thereto Senior Executive Vice President,
International (US-UK-Benelux) AXA (January 1997 to January 2000); Member of the AXA
Executive Committee (since January 2000); Director, AXA Financial (since November 2003),
AllianceBernstein (since February 1996) and various AXA affiliated companies. Former
Director of DLJ (February 1997 to November 2000).
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Mary (Nina) Henderson Director, MONY Life and MONY America (since July 2004); Founder of Henderson Advisory
Henderson Advisory Consulting Consulting (since January 2001); Retired Corporate Vice President, Core Business Development
425 East 86th St. of Bestfoods (June 1999 to December 2000). Prior thereto, President, Bestfoods Grocery
New York, NY 10028 (formerly CPC International, Inc.) and Vice President, Bestfoods (1997 to 2000). Director,
Del Monte Foods Co., PACTIV Corporation and Dutch Shell plc; Former Director, Hunt
Corporation (1992 to 2002); Director, AXA Financial and AXA Equitable (since December 1996).
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James F. Higgins Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since
Morgan Stanley December 2002). Senior Advisor, Morgan Stanley (since June 2000); Director/Trustee, Morgan
Harborside Financial Center Stanley Funds (since June 2000); Director, AXA Financial (since December 2002); President
Plaza Two, Second Floor and Chief Operating Officer -- Individual Investor Group, Morgan Stanley Dean Witter
Jersey City, NJ 07311 (June 1997 to June 2000); President and Chief Operating Officer -- Dean Witter Securities,
Dean Witter Discover & Co. (1993 to May 1997); Director and Chairman of the Executive
Committee, Georgetown University Board of Regents; Director, The American Ireland Fund;
Member; and a member of The American Association of Sovereign Military Order of Malta.
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Scott D. Miller Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since
Six Sigma Academy September 2002). Chief Executive Officer, (since February 2005) of Six Sigma Academy. Prior
315 East Hopkins Street thereto, President (May 2004 to February 2005). Prior thereto, Vice Chairman (March 2003 to
Aspen, CO 81611 May 2004), Hyatt Hotels Corporation; President (January 2000 to March 2003); Director, AXA
Financial (since September 2002); NAVTEQ (since May 2004); Director, Interval International
(January 1998 to June 2003); Executive Vice President, Hyatt Development Corporation (1997
to 2000); Director, Schindler Holdings, Ltd. (January 2002 to 2006).
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Joseph H. Moglia Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since
Ameritrade Holding Corporation November 2002). Chief Executive Officer, Ameritrade Holding Corporation (since March
4211 South 102nd Street 2001); Director, AXA Financial (since November 2002); Senior Vice President, Merrill Lynch &
Omaha, NE 68127 Co., Inc. (1984 to March 2001).
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Peter J. Tobin
1 Briarwood Lane Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since
Denville, NJ 07834 March 1999); Special Assistant to the President, St. John's University (September 2003 to
June 2005); prior thereto, Dean, Peter J. Tobin College of Business, St. John's University
(August 1998 to September 2003). Director, AllianceBernstein Corporation (since May 2000);
The CIT Group, Inc. (May 1984 to June 2001, June 2002 to present), H. W. Wilson Company and
Junior Achievement of New York, Inc. and Member and Officer of Rock Valley Tool, LLC.
Director of AXA Financial (since March 1999) and Director, P.A. Consulting (since 1999).
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DIRECTORS (CONTINUED)
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Name and Principal Business Address Business Experience Within Past Five Years
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Bruce W. Calvert Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since
78 Pine Street, 2nd Floor May 2001); Currently, Executive Advisor to the Chief Executive Officer of
New Canaan, CT 06840 AllianceBernstein Corporation; Director (October 1992 to December 2004), Chairman of the
Board (May 2001 to December 2004) and Chief Executive Officer (January 1999 to June 2003),
AllianceBernstein Corporation; Vice Chairman (May 1993 to April 2001) and Chief Investment
Officer (May 1993 to January 1999), AllianceBernstein Corporation; Director, AXA Financial
(since May 2001); Former Vice Chairman of the Board of Trustees of Colgate University;
Former Trustee of the Mike Wolk Heart Foundation; Member of the Investment Committee of
The New York Community Trust.
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Charlynn Goins Director of AXA Financial, Inc., AXA Equitable, MONY Life and MONY America (since
New York City Health and Hospitals September 2006). Chairperson of New York City Health and Hospitals Corporation (since June
Corporation 2004). Prior thereto, Independent Trustee of the Mainstay Funds, c/o New York Life
125 Worth Street, Suite 519 Insurance Company's family of mutual funds (March 2001 to July 2006). Member of the
New York, NY 10013 Distribution Committee of The New York Community Trust (since 2002); Member of the Board
of Trustees of the Brooklyn Museum (since 2002); Member of the Council on Foreign
Relations (since 1991).
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Anthony J. Hamilton Director of AXA Financial, Inc. (since December 1995). Director of AXA Equitable, MONY
AXA UK plc Life and MONY America (since May 2006). Chairman of AXA UK plc (since 1997). Prior
5 Old Broad Street thereto, Chief Executive Officer (1978 to October 2002) and Director (April 1978 to
London, England EC2N 1AD January 2005) of Fox-Pitt, Kelton Group Limited. Currently, Chairman of the Investment
Committee and Chairman of the Remuneration and Nomination Committee of AXA UK plc; Member
of the Supervisory Board of AXA (since 1997); Director of Swiss Re Capital Markets Limited
(since 2001); Director of Binley Limited (since 1994); Director of TAWA UK Limited since
(2004); Member of the Board of Governors of Club de Golf Valderrama (since June 2006).
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Lorie A. Slutsky Director of AXA Financial, Inc., AXA Equitable, MONY Life and MONY America (since
The New York Community Trust September 2006). President of The New York Community Trust (since 1990). Prior thereto,
909 Third Avenue Executive Vice President of The New York Community Trust (1987 to 1990). Director of
New York, NY 10022 AllianceBernstein Corporation (since July 2002); Director (since 1997) and Chairman of the
Board (since April 2004) of BoardSource; Co-Chairperson of Panel on the Nonprofit Sector
(since May 2005); Trustee of The New School University (since 1999); Chairman of the Board
of Governors of the Milano School of Management & Urban Policy (The New School) (since
September 2003).
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Ezra Suleiman Director of AXA Financial, Inc., AXA Equitable, MONY Life and MONY America (since May
Princeton University 2006). Concurrently: Professor of Politics, IBM Professor of International Studies -
Corwin Hall Director, Program in European Studies (since September 1979) and Professor of Politics
Princeton, NJ 08544 (since September 1979) of Princeton University. Member of AXA's Supervisory Board (since
April 2003); Currently, Member of AXA's Selection, Governance and Human Resources
Committee and Audit Committee; Associate Professor of Institut d'Etudes Politiques
(Paris); Member of the Management Committee of Institut Montaigne; Member of the Executive
Committee of Centre Americain Institut, Institut d'Etudes Politiques (Paris); Member of
the Editorial Board of Comparative Politics; Member of the Editorial Committee of La Revue
des Deux Mondes; Member of the Council on Foreign Relations (New York), HEC International
Advisory.
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OFFICERS -- DIRECTORS
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Name and Principal Business Address Business Experience Within Past Five Years
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Christopher M. Condron Director, Chairman of the Board, President (July 2004 to September 2005, February 2006 to
present) and Chief Executive Officer, MONY Life and MONY America (since July 2004);
Chairman of the Board, President (July 2004 to September 2005) and Chief Executive
Officer, MONY Holdings, LLC (since July 2004); Director, Chairman of the Board, President
(May 2002 to September 2005, February 2006 to present) and Chief Executive Officer, AXA
Equitable (since May 2001); Director, President and Chief Executive Officer, AXA Financial
(since May 2001); Chairman of the Board, President (May 2001 to September 2005, February
2006 to present) and Chief Executive Officer (AXA Financial Services, LLC (since May
2001); Member of AXA's Management Board (since May 2001); Member of AXA's Executive
Committee; Director (since May 2004) and President (since September 2005), AXA America
Holdings, Inc.; Director, AllianceBernstein Corporation (since May 2001); Director,
Chairman of the Board, President (June 2001 to September 2005, January 2006 to present)
and Chief Executive Officer, AXA Life and Annuity Company (since June 2001); Director and
Chairman, U.S. Financial Life Insurance Company (since December 2006); Member of the
Board, American Council of Life Insurers (since January 2007); Director, KBW, Inc. (since
January 2007); Director, The Advest Group, Inc. (July 2004 to December 2005); Director and
Treasurer, The American Ireland Fund (since 1999); Board of Trustees of The University of
Scranton (1995 to 2002); Former Member of the Investment Company Institute's Board of
Governors (October 2001 to 2005); prior thereto, October 1997 to October 2000) and
Executive Committee (1998 to 2000); Former Trustee of The University of Pittsburgh; Former
Director, St. Sebastian Country Day School (1990 to June 2005); Former Director, the
Massachusetts Bankers Association; President and Chief Operating Officer, Mellon Financial
Corporation (1999 to 2001); Chairman and Chief Executive Officer, Dreyfus Corporation
(1995 to 2001).
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[Enlarge/Download Table]
OTHER OFFICERS
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Name and Principal Business Address Business Experience Within Past Five Years
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Leon B. Billis Executive Vice President and AXA Group Deputy Chief Information Officer, MONY Life and
MONY America (since July 2004); Executive Vice President (since February 1998) and AXA
Group Deputy Chief Information Officer (since February 2001); AXA Equitable and AXA
Financial Services, LLC (since September 1999). Director, President and Chief Executive
Officer, AXA Technology Services (since 2002); prior thereto, Chief Information Officer
(November 1994 to February 2001). Previously held other officerships with AXA Equitable.
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Jennifer Blevins Executive Vice President, MONY Life and MONY America (since July 2004); Executive Vice
President (since January 2002), AXA Equitable; Executive Vice President (since January
2002), AXA Financial Services, LLC; Director, MONY Assets Corp. (since June 2006);
Director, MONY Benefits Management Corp. (since July 2004); prior thereto, Senior Vice
President and Managing Director, Worldwide Human Resources, Chubb and Son, Inc. (1999 to
2001); Senior Vice President and Deputy Director of Worldwide Human Resources, Chubb and
Son, Inc. (1998 to 1999).
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Harvey Blitz Senior Vice President (since July 2004) MONY Life and MONY America; Senior Vice President
(September 1987 to present) AXA Equitable; Senior Vice President (since July 1992) AXA
Financial, Inc.; Senior Vice President (since September 1999) AXA Financial Services, LLC;
Senior Vice President, AXA America Holdings, Inc. (since September 2005); Senior Vice
President (since December 1999) AXA Life and Annuity Company; Director (since January 2006)
and Chairman of the Board (June 2003 to March 2005) Frontier Trust Company, FSB
("Frontier"); Director (since July 1999) AXA Advisors LLC; Senior Vice President (since July
1999) and former Director (July 1999 until July 2004) AXA Network, LLC (formerly
EquiSource); Director and Officer of various AXA Equitable affiliates.
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[Enlarge/Download Table]
OTHER OFFICERS (CONTINUED)
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Name and Principal Business Address Business Experience Within Past Five Years
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Kevin R. Byrne Senior Vice President and Treasurer (July 2004 to present), and Chief Investment Officer
(September 2004 to present), MONY Financial Services, Inc., MONY Holdings, LLC., MONY Life
Insurance Company and MONY Life Insurance Company of America. Senior Vice President (July
1997 to present), Treasurer (September 1993 to present) and Chief Investment Officer
(September 2004 to present), and prior thereto, Vice President (February 1989 to July
1997), Deputy Treasurer (until September 1993), AXA Equitable. Senior Vice President
(September 1997 to present), Treasurer (September 1993 to present) and Chief Investment
Officer (September 2004 to present), and prior thereto, Vice President (May 1992 to
September 1997) and Assistant Treasurer (May 1992 to September 1993), AXA Financial, Inc.
Senior Vice President and Treasurer (since September 1999) and Chief Investment Officer
(since September 2004), AXA Financial Services, LLC. Senior Vice President (since
September 2005), AXA America Holdings, Inc. Director (July 2004 to December 2005), The
Advest Group, Inc. and Boston Advisors, Inc. Director, Chairman of the Board and President
(July 2004 to December 2005), MONY Capital Management, Inc. Director, Senior Vice
President and Treasurer (since July 2004), MONY Benefits Management Corp. Director and
Chairman of the Board (July 2004 to May 2005), Matrix Private Equities, Inc. and Matrix
Capital Markets Group, Inc. Director, Treasurer (since July 2004), and Senior Vice
President (since December 2006); 1740 Advisers, Inc. Director, Executive Vice President
and Treasurer (since July 2004), MONY Asset Management, Inc.; Director (since July 2004)
and Chief Financial Officer (since April 2006), MONY Agricultural Investment Advisers,
Inc. President and Treasurer (since October 2004), MONY International Holdings, LLC.
Director, President and Treasurer (since November 2004), MONY Life Insurance Company of
the Americas, Ltd. and MONY Bank & Trust Company of the Americas, Ltd. Director and Deputy
Treasurer (since December 2001), AXA Technology Services. Senior Vice President, Chief
Investment Officer (since September 2004) and Treasurer (since December 1997), AXA Life &
Annuity Company. Treasurer, Frontier Trust Company, FSB (since June 2000); and AXA
Network, LLC (since December 1999). Director (since July 1998), Chairman (since August
2000), and Chief Executive Officer (since September 1997), Equitable Casualty Insurance
Company. Senior Vice President and Treasurer, AXA Distribution Holding Corporation (since
November 1999); and AXA Advisors, LLC (since December 2001). Director, Chairman, President
and Chief Executive Officer (August 1997 to June 2002), Equitable JV Holding Corporation.
Director (since July 1997), and Senior Vice President and Chief Financial Officer (since
April 1998), ACMC, Inc. Director, President and Chief Executive Officer (since December
2003), AXA Financial (Bermuda) Ltd. Director (since January 2005), Senior Vice President
and Chief Investment Officer (since February 2005), U.S. Financial Life Insurance Company;
Treasurer (November 2000 to December 2003), Paramount Planners, LLC. Vice President and
Treasurer (March 1997 to December 2002) EQ Advisors Trust. Director (July 1997 to May
2001) and President and CEO (August 1997 to May 2001), EQ Services, Inc. Director, AXA
Alternative Advisors, Inc. (formerly AXA Global Structured Products); Director, Executive
Vice President and Treasurer (July 2004 to February 2005), MONY Realty Capital, Inc. and
MONY Realty Partners, Inc.
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OTHER OFFICERS (CONTINUED)
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Name and Principal Business Address Business Experience Within Past Five Years
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Richard Dziadzio Executive Vice President (since September 2004) and Chief Financial Officer (since
December 2006), AXA Equitable, prior thereto, Executive Vice President and Deputy Chief
Financial Officer (September 2005 to December 2006); Executive Vice President (since July
2004) and Chief Financial Officer (since December 2006), MONY Life and MONY America, prior
thereto, Executive Vice President and Deputy Chief Financial Officer (September 2005 to
December 2006); Executive Vice President (since September 2005) and Chief Financial
Officer (since December 2006), AXA Financial, prior thereto, Executive Vice President and
Deputy Chief Financial Officer (September 2005 to December 2006); Director (since January
2007), Executive Vice President (since September 2004) and Chief Financial Officer (since
December 2006), AXA Financial Services, LLC; Director (since July 2004), AXA Advisors,
LLC; Director and Executive Vice President (since December 2006), AXA America Holdings,
Inc.; Executive Vice President and Chief Financial Officer (since December 2006), AXA Life
and Annuity Company; Executive Vice President and Chief Financial Officer (since December
2006), AXA Distribution Holding Corporation; Director (since July 2004), MONY Capital
Management, Inc. and MONY Agricultural Investment Advisers, Inc.; Director, Executive Vice
President and Chief Financial Officer (since December 2006), MONY Financial Services,
Inc.; Executive Vice President and Chief Financial Officer (since December 2006), MONY
Holdings, LLC; Director (since July 2004), 1740 Advisers, Inc. and MONY Asset Management,
Inc.; Director (since November 2004), Frontier Trust Company, FSB; Director (since January
2005), MONY Financial Resources of the Americas Limited. Formerly, Director (July 2004 to
December 2005), The Advest Group, Inc.; Director (July 2004 to February 2005), MONY Realty
Capital, Inc. and MONY Realty Partners, Inc.; Director (July 2004 to May 2005), Matrix
Capital Markets Group, Inc. and Matrix Private Equities, Inc. Business Support and
Development (February 2001 to June 2004), GIE AXA; Head of Finance Administration
(November 1998 to February 2001), AXA Real Estate Investment Managers.
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Mary Beth Farrell Executive Vice President, MONY Life and MONY America (since July 2004); Executive Vice
President (since December 2001), AXA Equitable; prior thereto, Senior Vice President
(December 1999 to December 2001); Senior Vice President and Controller, GreenPoint
Financial/GreenPoint Bank (May 1994 to November 1999); Executive Vice President (since
December 2001), AXA Financial Services, LLC.
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Stuart L. Faust Senior Vice President and Deputy General Counsel, MONY Life and MONY America (since July
2004); Senior Vice President and Deputy General Counsel, MONY Holdings, LLC and MONY
Financial Services, Inc. (since July 2004); Senior Vice President (since September 1997)
and Deputy General Counsel (since November 1999), AXA Equitable; prior thereto, Senior
Vice President and Associate General Counsel (September 1997 to October 1999); Senior Vice
President and Deputy General Counsel (September 2001 to present), AXA Financial; Senior
Vice President (since September 1999) and Deputy General Counsel (since November 1999),
AXA Financial Services, LLC. Senior Vice President and Deputy General Counsel, AXA Life
and Annuity Company. Senior Vice President, AXA Corporate Solutions Life Reinsurance
Company.
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Alvin H. Fenichel Senior Vice President and Controller, MONY Life and MONY America (since July 2004); Senior
Vice President and Controller, AXA Equitable, AXA Financial, AXA Financial Services, LLC,
MONY Holdings, LLC and MONY Financial Services, Inc. Senior Vice President and Controller,
AXA Life and Annuity Company (since December 1999). Previously held other officerships
with AXA Equitable and its affiliates.
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Paul J. Flora Senior Vice President and Auditor (since July 2004) of MONY Financial Services, Inc., MONY
Holdings, LLC, MONY Life and MONY America. Senior Vice President (since March 1996) and
Auditor (since September 1994) AXA Equitable. Senior Vice President (since March 1996) and
Auditor (since September 1994), AXA Financial, Inc.; prior thereto, Vice President and
Auditor (September 1984 to March 1996). Senior Vice President and Auditor (since September
1999) AXA Financial Services, LLC.
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Barbara Goodstein Executive Vice President (since July 2005), MONY Life, MONY America and AXA Financial
Services, LLC. Executive Vice President (since July 2005), AXA Equitable. Director (since
November 2005), AXA Advisors, LLC. Senior Vice President (September 2001 to January 2005),
JP Morgan Chase; President and Chief Executive Officer (February 1998 to August 2001),
Instinet.com.
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OTHER OFFICERS (CONTINUED)
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Name and Principal Business Address Business Experience Within Past Five Years
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James D. Goodwin Senior Vice President (July 2004 to present) of MONY Life and MONY America. Senior Vice
President (February 2001 to present) AXA Equitable. Senior Vice President (February 2001
to present) of AXA Financial Services, LLC; Senior Vice President (April 2002 to present)
of AXA Advisors, LLC; Vice President (July 2000 to present) of AXA Network, LLC, AXA
Network of Alabama, LLC, AXA Network of Connecticut, Maine and New York, LLC and AXA
Network Insurance Agency of Massachusetts, LLC; Vice President (July 2004 to present) of
MONY Brokerage, Inc., MBI Insurance Agency of Alabama, Inc., MBI Insurance Agency of
Massachusetts, Inc., MBI Insurance Agency of New Mexico, Inc., MBI Insurance Agency of
Ohio, Inc. and MBI Insurance Agency of Washington, Inc.
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Jeffrey Green Senior Vice President (since July 2004) of MONY Life and MONY America. Senior Vice
President (September 2002 to present) AXA Equitable. Senior Vice President (since
September 2002) of AXA Financial Services, LLC; Director, President and Chief Operating
Officer (since November 2002) AXA Network, LLC; Senior Vice President (since October 2002)
AXA Advisors, LLC. Director, President and Chief Operating Officer (since July 2004), MONY
Brokerage, Inc. and its subsidiaries. Senior Vice President, Product Manager of Solomon
Smith Barney (1996 to September 2002).
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Karen Field Hazin Vice President, Secretary and Associate General Counsel (since June 2005), MONY Life, MONY
America and AXA Financial Services, LLC. Vice President, Secretary and Associate General
Counsel (since June 2005), AXA Equitable; prior thereto, Counsel (April 2005 to June
2005), Assistant Vice President and Counsel (December 2001 to June 2003), Counsel
(December 1996 to December 2001). Vice President, Secretary and Associate General Counsel
(since June 2005), AXA Financial, Inc. Vice President and Secretary (since September
2005), AXA America Holdings, Inc. Vice President, Secretary and Associate General Counsel
(since June 2005), AXA Life and Annuity Company. Vice President, Secretary and Associate
General Counsel (since June 2005), AXA Distribution Holding Corporation. Vice President,
Secretary and Associate General Counsel (since June 2005), MONY Holdings, LLC.
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Gary W. Hirschkron Senior Vice President, MONY Life and MONY America (since July 2004); Senior Vice
President, AXA Equitable (since September 2002), Senior Vice President, AXA Financial
Services, LLC (since September 2002); prior thereto, Managing Director, Management
Compensation Group Northwest, LLC (1983 to September 2002).
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Robert S. Jones, Jr. Executive Vice President, MONY Life and MONY America (since July 2004); Executive Vice
President, AXA Equitable (since February 2004); Executive Vice President, AXA Financial
Services, LLC (since February 2004); Director (since December 2003) and Chairman of the
Board (since July 2004) prior thereto Co-President and Co-Chief Executive Officer
(December 2003 to July 2004), AXA Advisors, LLC; Director and Chairman of the Board (since
July 2004); prior thereto, President -- Retail Division (December 2003 to July 2004), AXA
Network, LLC. Director and Chairman of the Board (since July 2004), MONY Brokerage, Inc.
and its subsidiaries. Director (since Sepember 2004), U.S. Financial Life Insurance
Company. Regional President of the New York Metro Region (March 2000 to January 2001),
Co-General Manager of the Jones/Sages Agency (January 1995 to March 2000).
-----------------------------------------------------------------------------------------------------------------------------------
Andrew McMahon Executive Vice President (since September 2005), MONY Life, MONY America and AXA Financial
Services, LLC; prior thereto, Senior Vice President (March 2005 to September 2005).
Executive Vice President (since September 2005), AXA Equitable; prior thereto, Senior Vice
President (March 2005 to September 2005). Director and Vice Chairman of the Board (since
December 2005), AXA Network, LLC, AXA Network of Connecticut, Maine and New York, LLC, AXA
Network Insurance Agency of Massachusetts, LLC. Director and Vice Chairman of the Board
(since January 2006), MONY Brokerage, Inc and its subsidiaries. Partner (June 1997 to
March 2005), McKinsey & Company.
-----------------------------------------------------------------------------------------------------------------------------------
23
[Enlarge/Download Table]
OTHER OFFICERS (CONTINUED)
-----------------------------------------------------------------------------------------------------------------------------------
Name and Principal Business Address Business Experience Within Past Five Years
-----------------------------------------------------------------------------------------------------------------------------------
Charles A. Marino Executive Vice President (since September 2006) and Chief Actuary (since September 2005),
AXA Equitable, prior thereto, Senior Vice President (September 2000 to September 2006),
Actuary (May 1998 to September 2005), Vice President (May 1998 to September 2000),
Assistant Vice President (October 1991 to May 1998); Executive Vice President (since
September 2006) and Chief Actuary (since September 2005), MONY Life and MONY America,
prior thereto, Senior Vice President (July 2004 to September 2006); Executive Vice
President (since September 2006) and Chief Actuary (since September 2005), AXA Financial
Services, LLC, prior thereto, Senior Vice President (September 2000 to September 2006),
Actuary (September 1999 to September 2005). Director and Vice President (since December
2003), AXA Financial (Bermuda) Ltd. Senior Vice President and Appointed Actuary, AXA Life
and Annuity Company. Senior Vice President (since December 2004) and Chief Actuary (since
August 2006), U.S. Financial Life Insurance Company, prior thereto, Appointed Actuary
(December 2004 to August 2006). Senior Vice President and Actuary, AXA Corporate Solutions
Life Reinsurance Company.
-----------------------------------------------------------------------------------------------------------------------------------
Kevin E. Murray Executive Vice President and Chief Information Officer (February 2005 to present) of MONY
Life and MONY America. Executive Vice President and Chief Information Officer (February
2005 to present); prior thereto, Senior Vice President (September 2004 to February 2005)
AXA Equitable. Senior Vice President (February 2005 to present) of AXA Financial Services,
LLC. Senior Vice President / Group Chief Information Officer (1996 to September 2004) of
AIG.
-----------------------------------------------------------------------------------------------------------------------------------
Anthony F. Recine Senior Vice President, Chief Compliance Officer and Associate General Counsel (February
2005 to present) of MONY Life and MONY America. Senior Vice President, Chief Compliance
Officer and Associate General Counsel (February 2005 to present) AXA Equitable. Senior
Vice President, Chief Compliance Officer and Associate General Counsel (February 2005 to
present) of AXA Financial Services, LLC. Vice President, Deputy General and Chief
Litigation Counsel (2000 to February 2005) of The MONY Group; prior thereto, Vice
President and Chief Litigation Counsel (1990 to 2000).
-----------------------------------------------------------------------------------------------------------------------------------
James A. Shepherdson Executive Vice President (since September 2005), MONY Life, MONY America and AXA Financial
Services, LLC. Executive Vice President (since September 2005), AXA Equitable. Director
(since August 2005), AXA Advisors, LLC. Director, Chairman of the Board, President and
Chief Executive Officer (since August 2005), AXA Distributors, LLC, AXA Distributors
Insurance Agency, LLC, AXA Distributors Insurance Agency of Alabama, LLC, AXA Distributors
Insurance Agency of Massachusetts, LLC. Chief Executive Officer (February 2003 to August
2005), John Hancock Financial Services / John Hancock Funds. Co-Chief Executive Officer
(March 2000 to June 2002), Met Life Investors Group.
-----------------------------------------------------------------------------------------------------------------------------------
Richard V. Silver Executive Vice President and General Counsel, MONY Life and MONY America (since July
2004); Executive Vice President and General Counsel, MONY Holdings, LLC (since July 2004);
Executive Vice President (since September 2001) and General Counsel (since November 1999),
AXA Equitable. Prior thereto, Senior Vice President (February 1995 to September 2001),
Deputy General Counsel (October 1996 to November 1999). Executive Vice President and
General Counsel (since September 2001), AXA Financial; prior thereto, Senior Vice
President and Deputy General Counsel (October 1996 to September 2001). Executive Vice
President (since September 2001) and General Counsel (since November 1999), AXA Financial
Services, LLC. Executive Vice President (since September 2001) and General Counsel (since
December 1999), AXA Life and Annuity Company. Director, Executive Vice President and
General Counsel (since July 2004), MONY Financial Services, Inc. Director (since January
2007), AXA Distribution Holding Corporation. Previously, Director of AXA Advisors, LLC.
-----------------------------------------------------------------------------------------------------------------------------------
24
FINANCIAL STATEMENTS INDEX
The financial statements of AXA Equitable included in this Statement of
Additional Information should be considered only as bearing upon the ability of
AXA Equitable to meet its obligations under the group annuity contract. They
should not be considered as bearing upon the investment experience of the
Funds. The financial statements of Separate Account Nos. 3 (Pooled), 4
(Pooled), 10 (Pooled) and 66 reflect applicable fees, charges and other
expenses under the Program as in effect during the periods covered, as well as
the charges against the accounts made in accordance with the terms of all other
contracts participating in the respective separate accounts, if applicable.
[Enlarge/Download Table]
--------------------------------------------------------------------------------------------------------------------
Page
--------------------------------------------------------------------------------------------------------------------
Separate Account Nos. 13 (Pooled), Report of Independent Registered Public Accounting Firm ................ FSA-1
10 (Pooled), 4 (Pooled), 3 (Pooled)
and 66
--------------------------------------------------------------------------------------------------------------------
Separate Account No. 13 (Pooled) Statement of Assets and Liabilities, December 31, 2006 ................. 2
-------------------------------------------------------------------------------
Statement of Operations for the Year Ended December 31, 2006 ........... 3
-------------------------------------------------------------------------------
Statements of Changes in Net Assets for the Years
Ended December 31, 2006 and 2005 ....................................... 4
-------------------------------------------------------------------------------
Portfolio of Investments, December 31, 2006 ............................ 5
--------------------------------------------------------------------------------------------------------------------
Separate Account No. 10 (Pooled) Statement of Assets and Liabilities, December 31, 2006 ................. 9
-------------------------------------------------------------------------------
Statement of Operations for the Year Ended December 31, 2006 ........... 10
------------------------------------------------------------------------------
Statements of Changes in Net Assets for the Years
Ended December 31, 2006 and 2005 ....................................... 11
-------------------------------------------------------------------------------
Portfolio of Investments, December 31, 2006 ............................ 12
--------------------------------------------------------------------------------------------------------------------
Separate Account No. 4 (Pooled) Statement of Assets and Liabilities, December 31, 2006 ................. 20
-------------------------------------------------------------------------------
Statement of Operations for the Year Ended December 31, 2006 ........... 21
-------------------------------------------------------------------------------
Statements of Changes in Net Assets for the Years
Ended December 31, 2006 and 2005 ....................................... 22
-------------------------------------------------------------------------------
Portfolio of Investments, December 31, 2006 ............................ 23
--------------------------------------------------------------------------------------------------------------------
Separate Account No. 3 (Pooled) Statement of Assets and Liabilities, December 31, 2006 ................. 25
-------------------------------------------------------------------------------
Statements of Operations for the Year Ended December 31, 2006 .......... 26
-------------------------------------------------------------------------------
Statements of Changes in Net Assets for the Years
Ended December 31, 2006 and 2005 ....................................... 27
-------------------------------------------------------------------------------
Portfolio of Investments, December 31, 2006 ............................ 28
--------------------------------------------------------------------------------------------------------------------
Separate Account No. 66 Statements of Assets and Liabilities, December 31, 2006 ................ 30
-------------------------------------------------------------------------------
Statements of Operations for the Year Ended December 31, 2006 .......... 38
-------------------------------------------------------------------------------
Statements of Changes in Net Assets for the Years
Ended December 31, 2006 and 2005 ....................................... 46
--------------------------------------------------------------------------------------------------------------------
Separate Account Nos. 13 (Pooled), Notes to Financial Statements .......................................... 56
10 (Pooled), 4 (Pooled), 3 (Pooled)
and 66
--------------------------------------------------------------------------------------------------------------------
25
[Enlarge/Download Table]
--------------------------------------------------------------------------------------------------------------------
AXA Equitable Life Reports of Independent Registered Public Accounting Firms -- ............ F-1
Insurance Company -------------------------------------------------------------------------------
Consolidated Balance Sheets as of December 31, 2006 and 2005 ............ F-4
-------------------------------------------------------------------------------
Consolidated Statements of Earnings for the Years
Ended December 31, 2006, 2005 and 2004 .................................. F-5
-------------------------------------------------------------------------------
Consolidated Statements of Shareholder's Equity for the Years
Ended December 31, 2006, 2005 and 2004 .................................. F-6
-------------------------------------------------------------------------------
Consolidated Statements of Cash Flows for the Years
Ended December 31, 2006, 2005 and 2004 .................................. F-7
-------------------------------------------------------------------------------
Notes to Consolidated Financial Statements .............................. F-8
--------------------------------------------------------------------------------------------------------------------
The financial statements of the Funds reflect fees, charges and other
expenses of the Separate Accounts applicable to contracts under RIA as
in effect during the periods covered, as well as the expense charges made
in accordance with the terms of all other contracts participating in the
respective Funds.
--------------------------------------------------------------------------------------------------------------------
26
--------------------------------------------------------------------------------
Report of Independent Registered Public Accounting Firm
To the Board of Directors of AXA Equitable Life
Insurance Company and the Contractowners
of Separate Account Nos. 13, 10, 4, 3 and 66
of AXA Equitable Life Insurance Company:
In our opinion, the accompanying statements of assets and liabilities,
including the portfolios of investments, and the related statements of
operations and of changes in net assets present fairly, in all material
respects, the financial position of each of Separate Account Nos. 13 (Pooled),
10 (Pooled), 4 (Pooled), 3 (Pooled), and 66 of AXA Equitable Life Insurance
Company ("AXA Equitable") at December 31, 2006, the results of each of their
operations for the year then ended and the changes in each of their net assets
for each of the two years in the period then ended, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of AXA Equitable's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits, which included confirmation of securities at December 31, 2006 by
correspondence with the custodian, brokers, and the transfer agent of the
trust, provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
New York, New York
April 20, 2007
FSA-1
--------------------------------------------------------------------------------
Separate Account No. 13 (Pooled)
of AXA Equitable Life Insurance Company
Statement of Assets and Liabilities
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Assets:
Investments (Notes 2 and 3):
Long-term debt securities - at value (amortized cost: $17,948,107)....... $17,847,582
Short-term debt securities - at value (amortized cost: $168,112) ........ 168,112
Due from AXA Equitable's General Account ................................. 301,878
Receivable for investment securities sold ................................ 227,814
Interest and other receivables ........................................... 183,687
-------------------------------------------------------------------------- -----------
Total assets ............................................................. 18,729,073
-------------------------------------------------------------------------- -----------
Liabilities:
Due to Custodian ......................................................... 37,760
Payable for investment securities purchased .............................. 630,465
Accrued expenses ......................................................... 49,464
-------------------------------------------------------------------------- -----------
Total liabilities ........................................................ 717,689
-------------------------------------------------------------------------- -----------
Net Assets Attributable to Contractowners or in Accumulation ............. $18,011,384
========================================================================== ===========
[Download Table]
Units Outstanding Unit Values
------------------- --------------
Institutional ............. 2,000 $ 8,849.00
Momentum Strategy ......... 1,972 138.91
RIA ....................... 453 83.08
The accompanying notes are an integral part of these financial statements.
FSA-2
--------------------------------------------------------------------------------
Separate Account No. 13 (Pooled)
of AXA Equitable Life Insurance Company
Statement of Operations
Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Download Table]
Investment Income (Note 2): -- Interest ............................... $1,146,219
----------------------------------------------------------------------- ----------
Expenses (Note 5):
Operating and expense charges ......................................... (70,925)
----------------------------------------------------------------------- ----------
Total expenses ........................................................ (70,925)
----------------------------------------------------------------------- ----------
Net investment income ................................................. 1,075,294
----------------------------------------------------------------------- ----------
Realized and Unrealized Gain (Loss) on Investments (Note 2):
Realized loss from security transactions .............................. (75,010)
Change in unrealized appreciation/depreciation of investments ......... 41,623
----------------------------------------------------------------------- ----------
Net realized and unrealized loss on investments ....................... (33,387)
----------------------------------------------------------------------- ----------
Net Increase in Net Assets Attributable to Operations ................. $1,041,907
======================================================================= ==========
The accompanying notes are an integral part of these financial statements.
FSA-3
--------------------------------------------------------------------------------
Separate Account No. 13 (Pooled)
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Year Ended December 31,
2006 2005
---------------- ---------------
Increase (Decrease) in Net Assets:
From Operations:
Net investment income ............................................................. $ 1,075,294 $ 977,386
Net realized gain (loss) on investments ........................................... (75,010) (290,554)
Change in unrealized appreciation/depreciation of investments ..................... 41,623 (347,670)
----------------------------------------------------------------------------------- ------------- ------------
Net increase in net assets attributable to operations ............................. 1,041,907 339,162
----------------------------------------------------------------------------------- ------------- ------------
From Contributions and Withdrawals:
Contributions ..................................................................... 7,047,314 6,128,591
Withdrawals ....................................................................... (15,158,216) (6,118,690)
Asset management fees ............................................................. (103,358) (109,523)
Administrative fees ............................................................... (844) (767)
----------------------------------------------------------------------------------- ------------- ------------
Net decrease in net assets attributable to contributions and withdrawals .......... (8,215,104) (100,389)
----------------------------------------------------------------------------------- ------------- ------------
Increase (Decrease) in Net Assets ................................................. (7,173,197) 238,773
Net Assets Attributable to Contractowners or in Accumulation - Beginning of Year .. 25,184,581 24,945,808
----------------------------------------------------------------------------------- ------------- ------------
Net Assets Attributable to Contractowners or in Accumulation - End of Year ........ $ 18,011,384 $ 25,184,581
=================================================================================== ============= ============
The accompanying notes are an integral part of these financial statements.
FSA-4
--------------------------------------------------------------------------------
Separate Account No. 13 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006
--------------------------------------------------------------------------------
[Download Table]
Principal
Amount
(000) U.S. $ Value
-------------------- ---------------
LONG-TERM DEBT SECURITIES - 99.1%
U.S. GOVERNMENT AND GOVERNMENT
SPONSORED AGENCY OBLIGATIONS - 35.8%
U.S. Treasury Bonds - 11.4%
7.25%, 5/15/16 ...................... $ 1,625 $1,931,655
8.75%, 5/15/17 ...................... 80 105,838
----------
2,037,493
----------
U.S. Treasury Notes - 10.3%
1.875%, 7/15/13 (TIPS) .............. 175 185,826
4.875%, 5/31/08 - 5/31/11 ........... 1,666 1,669,331
----------
1,855,157
----------
Federal Agency - 2.7%
Federal National Mortgage Association
4.63%, 10/15/14 ..................... 15 14,651
6.00%, 5/15/11 ...................... 180 187,422
----------
202,073
----------
Federal Home Loan Bank
5.00%, 10/16/09 ..................... 160 159,333
5.25%, 7/18/11 ...................... 120 121,436
----------
280,769
----------
Federal Agency - Collateralized
Mortgage Obligations - 3.1%
Series 2006
4.108%, 10/01/34 .................... 57 57,030
Series 2005
4.176%, 9/01/35+ .................... 97 95,976
Series 2004
4.228%, 9/01/34+ .................... 90 89,911
Series 2005
4.639%, 7/01/35+ .................... 88 87,882
4.724%, 4/01/35+ .................... 34 33,452
Series 2006
5.822%, 3/01/36+ .................... 111 113,503
5.95%, 6/01/36+ ..................... 80 80,825
----------
558,579
----------
Mortgage Pass Thru's - 8.3%
Government National Mortgage Association
6.00%, 1/15/2007-1/20/2007 .......... 445 450,603
----------
Federal National Mortgage Association
5.00%, 4/01/19 ...................... 447 441,153
Series 2006
5.00%, 2/01/36 ...................... 302 291,924
Series 2006
5.00%, 2/01/21 ...................... 75 73,636
5.50%, 4/01/34 - 5/01/34 ............ 45 44,227
[Download Table]
Principal
Amount
(000) U.S. $ Value
-------------------- ---------------
5.50%, 2/01/35 - 7/01/35 ............ $ 197 $ 194,661
----------
1,045,601
----------
1,496,204
----------
Total U.S. Government and
Government Sponsored
Agency Obligations ................. 6,430,275
----------
CORPORATE DEBT OBLIGATIONS - 32.4%
Financial Institutions - 14.2%
Banking - 5.4%
Bank of America Corp.
4.50%, 8/01/10 ...................... 145 141,758
Citigroup, Inc.
4.625%, 8/03/10+ .................... 100 98,209
5.00%, 9/15/14 ...................... 81 79,088
5.53%, 6/09/09 ...................... 25 25,066
JP Morgan Chase & Co.
6.75%, 2/01/11 ...................... 155 162,953
MBNA Corp.
4.625%, 9/15/08 ..................... 40 39,523
UFJ Finance Aruba AEC
6.75%, 7/15/13 ...................... 150 160,075
Wachovia Corp.
3.50%, 8/15/08 ...................... 110 106,947
5.35%, 3/15/11 ...................... 40 40,113
Washington Mutual, Inc.
4.00%, 1/15/09 ...................... 50 48,749
Wells Fargo & Co.
4.20%, 1/15/10 ...................... 25 24,355
Zions Bancorporation
5.50%, 11/16/15 ..................... 20 19,677
----------
946,513
----------
Brokerage - 1.3%
Goldman Sachs Group, Inc.
4.75%, 7/15/13 ...................... 120 115,835
Merrill Lynch & Co., Inc.
4.79%, 8/04/10 ...................... 55 54,251
Morgan Stanley
5.80%, 4/01/07 ...................... 55 55,037
----------
225,123
----------
Finance - 6.5%
American General Finance Corp.
4.625%, 5/15/09 ..................... 105 103,342
Berkshire Hathaway Finance Corp.
4.20%, 12/15/10 ..................... 45 43,422
Capital One Bank
6.50%, 6/13/13 ...................... 40 42,165
FSA-5
--------------------------------------------------------------------------------
Separate Account No. 13 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Download Table]
Principal
Amount
(000) U.S. $ Value
-------------------- ---------------
CIT Group, Inc.
5.393%, 5/18/07 ..................... $ 40 $ 40,041
7.75%, 4/02/12 ...................... 70 77,176
Core Investment Grade Trust
4.659%, 11/30/07 .................... 86 85,684
Countrywide Home Loans, Inc.
4.00%, 3/22/11 ...................... 100 94,936
General Electric Capital Corp.
3.13%, 4/01/09 ...................... 285 272,978
4.00%, 2/17/09 ...................... 105 102,595
Household Finance Corp.
6.50%, 11/15/08 ..................... 135 138,002
7.00%, 5/15/12 ...................... 60 64,691
iStar Financial, Inc.
5.15%, 3/01/12 ...................... 15 14,588
SLM Corp.
4.50%, 7/26/10 ...................... 75 73,002
Simon Property Group LP
6.375%, 11/15/07 .................... 25 25,192
---------
1,177,814
---------
Insurance - 1.0%
Assurant, Inc.
5.625%, 2/15/14 ..................... 30 29,919
Liberty Mutual Group, Inc.
5.75%, 3/15/14 ...................... 30 29,889
Metlife, Inc.
5.38%, 12/15/12 ..................... 15 15,033
WellPoint, Inc.
3.50%, 9/01/07 ...................... 50 49,325
3.75%, 12/14/07 ..................... 9 8,858
4.25%, 12/15/09 ..................... 55 53,462
---------
186,486
---------
2,535,936
---------
Industrial - 14.8%
Basic Industry - 0.8%
International Paper Co.
5.85%, 10/30/12 ..................... 15 15,307
Ispat Inland ULC
9.75%, 4/01/14 ...................... 10 11,175
Lubrizol Corp.
4.625%, 10/01/09 .................... 15 14,714
Packaging Corp. of America
5.75%, 8/01/13 ...................... 45 43,513
Weyerhaeuser Co.
6.75%, 3/15/12 ...................... 65 68,170
---------
152,879
---------
[Download Table]
Principal
Amount
(000) U.S. $ Value
-------------------- ---------------
Capital Goods - 1.6%
Boeing Capital Corp.
4.75%, 8/25/08 ...................... $ 50 $ 49,620
Hutchison Whamp Intl Ltd
Series 144A
6.50%, 2/13/13 ...................... 60 62,794
Textron Financial Corp.
4.125%, 3/03/08 ..................... 55 54,228
Textron, Inc.
6.375%, 11/15/08 .................... 20 20,378
Tyco International Group, SA
6.00%, 11/15/13 ..................... 25 25,867
Waste Management, Inc.
6.875%, 5/15/09 ..................... 80 82,700
---------
295,587
---------
Communications/Media - 4.0%
British Sky Broadcasting Group PLC
6.875%, 2/23/09 ..................... 5 5,147
BSKYB Finance UK PLC
5.625%, 10/15/15 .................... 55 53,866
Comcast Cable Communications, Inc.
6.875%, 6/15/09 ..................... 60 62,067
Comcast Corp.
5.50%, 3/15/11 ...................... 120 120,506
RR Donnelley & Sons Co.
4.95%, 4/01/14 ...................... 15 13,833
News America, Inc.
4.75%, 3/15/10 ...................... 60 58,958
Time Warner Entertainment Co. LP
7.25%, 9/01/08 ...................... 375 385,546
WPP Finance Corp.
5.875%, 6/15/14 ..................... 25 24,956
---------
724,879
---------
Communications/Telecommunications - 3.7%
British Telecommunications PLC
8.375%, 12/15/10+ ................... 85 94,861
Embarq Corp.
6.738%, 6/01/13 ..................... 5 5,117
New Cingular Wireless Services, Inc.
7.875%, 3/01/11 ..................... 60 65,446
Sprint Capital Corp.
7.63%, 1/30/11 ...................... 120 128,484
Telecom Italia Capital, SA
4.00%, 1/15/10 ...................... 90 85,940
Telecom Italia Capital SA
5.25%, 11/15/13 ..................... 115 109,651
TELUS Corp.
7.50%, 6/01/07 ...................... 95 95,703
FSA-6
--------------------------------------------------------------------------------
Separate Account No. 13 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Principal
Amount
(000) U.S. $ Value
-------------------- ---------------
Verizon Global Funding Corp.
4.90%, 9/15/15 ................................ $ 15 $ 14,306
Verizon New Jersey, Inc.
Series A
5.875%, 1/17/12 ............................... 30 30,391
Vodafone Group PLC
5.50%, 6/15/11 ................................ 35 35,089
---------
664,988
---------
Consumer Cyclical - 0.7%
Centex Corp.
5.45%, 8/15/12 ................................ 29 28,535
DaimlerChrysler North America
4.875%, 6/15/10 ............................... 25 24,370
ITT Corp.
7.375%, 11/15/15 .............................. 47 48,119
Starwood Hotels & Resorts Worldwide, Inc.
7.875%, 5/01/12 ............................... 18 19,010
Toll Brothers Finance Corp.
6.875%, 11/15/12 .............................. 15 15,466
---------
135,500
---------
Consumer Non Cyclical - 2.1%
ConAgra Foods, Inc.
7.875%, 9/15/10 ............................... 19 20,562
General Mills, Inc.
5.125%, 2/15/07 ............................... 110 109,922
Kraft Foods, Inc.
4.125%, 11/12/09 .............................. 85 82,445
The Kroger Co.
7.80%, 8/15/07 ................................ 35 35,489
Safeway, Inc.
4.80%, 7/16/07 ................................ 15 14,942
5.80%, 8/15/12 ................................ 65 65,123
6.50%, 3/01/11 ................................ 10 10,345
Wyeth
5.50%, 2/01/14 ................................ 36 36,185
---------
375,013
---------
Energy - 1.3%
Amerada Hess Corp.
6.65%, 8/15/11 ................................ 60 62,476
Conoco Funding Co.
6.35%, 10/15/11 ............................... 75 78,409
Valero Energy Corp.
6.875%, 4/15/12 ............................... 85 89,871
---------
230,756
---------
Technology - 0.6%
Cisco Systems, Inc.
5.25%, 2/22/11 ................................ 15 15,038
[Enlarge/Download Table]
Principal
Amount
(000) U.S. $ Value
-------------------- ---------------
IBM Corp.
4.375%, 6/01/09 ............................... $ 15 $ 14,742
Motorola, Inc.
7.625%, 11/15/10 .............................. 7 7,537
Oracle Corp.
5.25%, 1/15/16 ................................ 70 68,523
---------
105,840
---------
2,685,442
---------
Utility - 3.4%
Electric - 3.1%
Carolina Power & Light Co.
6.50%, 7/15/12 ................................ 95 99,547
Consumers Energy Co.
Series C
4.25%, 4/15/08 ................................ 15 14,772
Duke Capital LLC
5.67%, 8/15/14 ................................ 40 39,892
Exelon Corp.
6.75%, 5/01/11 ................................ 35 36,558
FirstEnergy Corp.
Series B
6.45%, 11/15/11 ............................... 75 78,211
MidAmerican Energy Holdings Co.
5.875%, 10/01/12 .............................. 35 35,628
Nisource Finance Corp.
7.875%, 11/15/10 .............................. 55 59,337
Pacific Gas & Electric Co.
4.80%, 3/01/14 ................................ 65 62,304
Progress Energy, Inc.
7.10%, 3/01/11 ................................ 21 22,364
Public Service Company of Colorado
7.875%, 10/01/12 .............................. 30 33,659
SPI Electricity & Gas Australia Holdings Pty, Ltd.
6.15%, 11/15/13 ............................... 30 31,086
Xcel Energy, Inc.
7.00%, 12/01/10 ............................... 45 47,463
---------
560,821
---------
Natural Gas - 0.3%
Duke Energy Field Services Corp.
7.875%, 8/16/10 ............................... 15 16,135
Enterprise Products Operating L.P.
Series B
5.60%, 10/15/14 ............................... 35 34,375
---------
50,510
---------
611,331
---------
Total Corporate Debt Obligations ................. 5,832,709
---------
FSA-7
--------------------------------------------------------------------------------
Separate Account No. 13 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Download Table]
Principal
Amount
(000) U.S. $ Value
-------------------- ---------------
COMMERCIAL MORTGAGE BACKED SECURITIES - 14.6%
Banc of America Commercial Mortgage, Inc.
Series 2004-6, Class A2
4.161%, 12/10/42 ......................... $ 100 $ 97,166
Series 2001-PB1, Class A2
5.787%, 5/11/35 .......................... 63 64,623
Bear Stearns Commercial Mortgage
Securities, Inc.
Series 2005-PWR7, Class A3
5.116%, 2/11/41+ ......................... 95 93,734
Citigroup Commercial Mortgage Trust
Series 2004-C1, Class A4
5.53%, 4/15/40+ .......................... 165 166,169
Commercial Mortgage Pass Through
Certificates
Series 2006-C8, Class A2B
5.248%, 12/10/46 ......................... 140 139,841
Credit Suisse Mortgage Capital Certificates
Series 2006-C3, Class A3
5.828%, 6/15/38+ ......................... 210 218,348
Credit Suisse First Boston Mortgage
Securities Corp.
Series 2003-CK2, Class A2
3.861%, 3/15/36 .......................... 70 68,480
Series 2004-C1, Class A4
4.75%, 1/15/37 ........................... 60 57,945
GE Capital Commercial Mortgage Corp.
Series 2005-C3, Class A3FX
4.863%, 7/10/45 .......................... 105 103,723
Greenwich Capital Commercial Funding Corp.
Series 2003-C1, Class A4
4.111%, 7/05/35 .......................... 90 84,571
Series 2005-GG3, Class A2
4.305%, 8/10/42 .......................... 100 97,351
GS Mortgage Securities Corp. II
Series 2004-GG2, Class A6
5.396%, 8/10/38+ ......................... 90 90,342
Series 2001, Class C
6.878%, 5/03/18 .......................... 370 394,683
JP Morgan Chase Commercial Mortgage
Securities Corp.
Series 2004-C1, Class A2
4.302%, 1/15/38 .......................... 80 77,063
Series 2005-LDP4, Class A2
4.79%, 10/15/42 .......................... 65 64,014
Series 2005-LDP3, Class A2
4.851%, 8/15/42 .......................... 95 93,774
Series 2005-LDP5, Class A2
5.198%, 12/15/44 ......................... 85 84,817
[Download Table]
Principal
Amount
(000) U.S. $ Value
-------------------- ---------------
Series 2006-CB14, Class A4
5.481%, 12/12/44+ ........................ $ 45 $ 45,427
Series 2006-CB15, Class A4
5.814%, 6/12/43+ ......................... 80 82,743
LB-UBS Commercial Mortgage Trust
Series 2003-C3, Class A4
4.166%, 5/15/32 .......................... 110 103,633
Series 2004-C4, Class A4
5.133%, 6/15/29+ ......................... 35 35,329
Merrill Lynch Mortgage Trust
Series 2005-MKB2, Class A2
4.806%, 9/12/42 .......................... 125 123,486
Series 2005-CKI1, Class A6
5.244%, 11/12/37+ ........................ 65 64,895
Morgan Stanley Capital I
Series 2005-T17, Class A5
4.78%, 12/13/41 .......................... 125 120,764
Series 2005-HQ5, Class A4
5.168%, 1/14/42 .......................... 65 64,256
---------
Total Commercial Mortgage Backed
Securities .............................. 2,637,177
---------
COLLATERALIZED MORTGAGE OBLIGATIONS - 8.3%
Rali 2007-qs1 A1
6.00%, 1/25/37 ........................... 70 70,686
Bear Stearns Alt-A Trust
Series 2006-1, Class 22A1
5.45%, 2/25/36+ .......................... 97 97,049
Series 2005-10, Class 24A1
6.00%, 1/25/36+ .......................... 79 79,181
Series 2006-2, Class 23A1
6.00%, 3/25/36+ .......................... 85 86,033
Citigroup Mortgage Loan Trust, Inc.
Series 2005-2, Class 1A4
5.126%, 5/25/35+ ......................... 117 115,301
Series 2006-AR1, Class 3A1
5.50%, 3/25/36+ .......................... 145 144,179
Countrywide Alternative Loan Trust
Series 2006-OA14, Class 3A1
4.459%, 11/25/46 ......................... 134 133,707
Fannie Mae REMICS
Series 2006-21, Class CA
5.50%, 3/25/29 ........................... 130 129,242
Indymac Index Mortgage Loan Trust
Series 2006-AR7, Class 4A1
6.265%, 5/25/36+ ......................... 58 59,181
Merrill Lynch Mortgage Investors, Inc.
Series 2006-A1, Class 2A1
6.23%, 3/25/36+ .......................... 89 89,741
FSA-8
--------------------------------------------------------------------------------
Separate Account No. 13 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Concluded)
--------------------------------------------------------------------------------
[Download Table]
Principal
Amount
(000) U.S. $ Value
-------------------- ---------------
Residential Funding Mortgage Securities, Inc.
Series 2005-SA3, Class 3A
5.249%, 8/25/35+ ......................... $ 76 $ 75,304
Structured Adjustable Rate Mortgage
Loan Trust
Series 2006-3, Class 2A1
6.008%, 4/25/36+ ......................... 68 69,031
Washington Mutual, Inc.
Series 2005-AR2, Class 2A22
5.57%, 1/25/45+ .......................... 19 19,517
Wells Fargo Mortgage Backed Securities
Trust
Series 2006-AR11, Class A4
5.539%, 8/25/36+ ......................... 163 161,733
Freddie Mac Reference REMIC
Series 2006-R007, Class AC
5.875%, 5/15/16 .......................... 168 168,485
-----------
Total Collateralized Mortgage
Obligations ............................. 1,498,370
-----------
ASSET BACKED SECURITIES - 4.8%
Bear Stearns Asset Backed Securities, Inc.
Series 2005-SD1, Class 1A1
5.50%, 4/25/22+ .......................... 16 16,230
Capital Auto Receivables Asset Trust
Series 2005-SN1A, Class A3A
4.10%, 6/15/08 ........................... 64 63,642
Citibank Credit Card Issuance Trust
Series 2006-A2, Class A2
4.85%, 2/10/11 ........................... 300 298,428
Citifinancial Mortgage Securities, Inc.
Series 2003-1, Class AFPT
3.36%, 1/25/33+ .......................... 27 25,202
Credit-Based Asset Servicing and
Securities, Inc.
Series 2003-CB1, Class AF
3.45%, 1/25/33+ .......................... 58 55,715
Home Equity Mortgage Trust
Series 2005-4, Class A3
4.742%, 1/25/36+ ......................... 70 69,306
Series 2006-1, Class A2
5.3%, 5/25/36+ ........................... 25 25,216
[Download Table]
Principal
Amount
(000) U.S. $ Value
-------------------- ---------------
Indymac Residential Asset Backed Trust
Series 2006-D, Class 2A2
5.43%, 11/25/36 .......................... $ 135 $ 135,002
Master Asset Backed Securities Trust
Series 2004-HE1, Class A1
5.72%, 9/25/34 ........................... 38 37,810
RAAC Series
Series 2006-SP3, Class A1
5.40%, 8/25/36+ .......................... 57 56,927
Residential Asset Securities Corp.
Series 2002-KS7, Class A2
5.72%, 11/25/32 .......................... 12 12,350
Residential Funding Mortgage
Securities II, Inc.
Series 2005-HI2, Class A3
4.46%, 5/25/35 ........................... 40 39,503
Specialty Underwriting & Residential Finance
Series 2006-BC1, Class A2A
5.40%, 12/25/36+ ......................... 36 35,586
-----------
Total Asset Backed Securities ............... 870,917
-----------
SOVEREIGN DEBT OBLIGATIONS - 3.2%
Russia Ministry of Finance
Series VII
3.00%, 5/14/11 ........................... 410 369,894
United Mexican States
7.50%, 1/14/12 ........................... 190 208,240
-----------
Total Sovereign Debt Obligations ............ 578,134
-----------
Total Long-Term Debt Securities
(amortized cost $17,948,107)................ 17,847,582
-----------
SHORT-TERM INVESTMENTS - 0.9%
U.S. Government and Government
Sponsored Agency Obligations - 0.9%
Freddie Mac Discount Notes
Zero Coupon, 2/28/07 ..................... 170 168,112
-----------
Total Short-Term Debt Securities
(amortized cost $168,112)................. 168,112
-----------
Total Investments - 100.0%
(amortized cost $18,116,219).............. 18,015,694
Other assets less liabilities -
0.0% .................................... (4,310)
-----------
Net Assets - 100.0% ......................... $18,011,384
===========
+ Variable rate coupon, rate shown as of December 31, 2006.
Glossary:
TIPS - Treasury Inflation Protected Security
The accompanying notes are an integral part of these financial statements.
FSA-9
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Statement of Assets and Liabilities
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Assets:
Investments (Notes 2 and 3):
Common stocks -- at value (cost: $27,073,630) ........................... $36,332,752
Warrants -- at value (cost: $110,393).................................... 150,176
Long-term debt securities -- at value (amortized cost: $21,697,599) ..... 21,676,577
Short-term debt securities -- at value (amortized cost: $2,391,568)...... 2,391,568
Receivable for investment securities sold ................................ 255,518
Interest receivable ...................................................... 178,416
Dividends and other receivables .......................................... 63,851
-------------------------------------------------------------------------- -----------
Total assets ............................................................. 61,048,858
-------------------------------------------------------------------------- -----------
Liabilities:
Due to custodian ......................................................... 36,906
Payable for investment securities purchased .............................. 2,004,189
Due to AXA Equitable Life's General Account .............................. 368,667
Accrued expenses ......................................................... 172,161
-------------------------------------------------------------------------- -----------
Total liabilities ........................................................ 2,581,923
-------------------------------------------------------------------------- -----------
Net Assets Attributable to Contractowners or in Accumulation ............. $58,466,935
========================================================================== ===========
[Download Table]
Units Outstanding Unit Values
------------------- ---------------
Institutional ............. 358 $ 22,510.85
RIA ....................... 47,222 211.32
Momentum Strategy ......... 18,667 145.26
MRP ....................... 692,394 51.64
EPP ....................... 8,807 218.09
The accompanying notes are an integral part of these financial statements.
FSA-10
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Statement of Operations
Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Download Table]
Investment Income (Note 2):
Dividends (net of foreign taxes withheld of $18,012)................... $ 631,959
Interest .............................................................. 1,163,127
----------------------------------------------------------------------- ----------
Total investment income ............................................... 1,795,086
----------------------------------------------------------------------- ----------
Expenses (Note 5):
Investment management fees ............................................ (178,754)
Operating and expense charges ......................................... (672,515)
----------------------------------------------------------------------- ----------
Total expenses ........................................................ (851,269)
----------------------------------------------------------------------- ----------
Net investment income ................................................. 943,817
----------------------------------------------------------------------- ----------
Realized and Unrealized Gain (Loss) on Investments (Note 2):
Realized gain from security and foreign currency transactions ......... 2,714,239
Change in unrealized appreciation/depreciation of investments ......... 1,806,779
----------------------------------------------------------------------- ----------
Net realized and unrealized gain on investments ....................... 4,521,018
----------------------------------------------------------------------- ----------
Net Increase in Net Assets Attributable to Operations ................. $5,464,835
======================================================================= ==========
The accompanying notes are an integral part of these financial statements.
FSA-11
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Year Ended December 31,
2006 2005
------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets:
From Operations:
Net investment income ................................................................. $ 943,817 $ 917,266
Net realized gain on investments and foreign currency transactions .................... 2,714,239 3,886,500
Change in unrealized appreciation/depreciation of investments ......................... 1,806,779 (1,242,359)
--------------------------------------------------------------------------------------- ------------- -------------
Net increase in net assets attributable to operations ................................. 5,464,835 3,561,407
--------------------------------------------------------------------------------------- ------------- -------------
From Contributions and Withdrawals:
Contributions ......................................................................... 7,108,244 8,379,434
Withdrawals ........................................................................... (13,689,418) (32,701,391)
Asset management fees ................................................................. (55,133) (50,293)
Administrative fees ................................................................... (11,672) (201,461)
--------------------------------------------------------------------------------------- ------------- -------------
Net decrease in net assets attributable to contributions and withdrawals .............. (6,647,980) (24,573,711)
--------------------------------------------------------------------------------------- ------------- -------------
Decrease in Net Assets ................................................................ (1,183,145) (21,012,304)
Net Assets Attributable to Contractowners or in Accumulation -- Beginning of Year ..... 59,650,080 80,662,384
--------------------------------------------------------------------------------------- ------------- -------------
Net Assets Attributable to Contractowners or in Accumulation -- End of Year ........... $ 58,466,935 $ 59,650,080
======================================================================================= ============= =============
The accompanying notes are an integral part of these financial statements.
FSA-12
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006
--------------------------------------------------------------------------------
[Download Table]
Company Shares U.S. $ Value
----------------------------------------- ------------------- ---------------
COMMON STOCKS - 62.1%
Finance - 16.3%
Banking - Money Center - 4.1%
Anglo Irish Bank Corp. PLC .............. 11,185 $ 231,728
Banco Bilbao Vizcaya Argentaria SA....... 9,242 222,450
BNP Paribas SA .......................... 1,709 186,392
Credit Suisse Group ..................... 5,528 386,391
JPMorgan Chase & Co. .................... 15,132 730,876
Mitsubishi UFJ Financial Group, Inc...... 13 160,555
Standard Chartered (a) .................. 3,856 112,684
Sumitomo Mitsui Financial Group,
Inc. ................................ 12 122,999
Wachovia Corp. .......................... 4,600 261,970
---------
2,416,045
---------
Banking - Regional - 2.0%
Bank of America Corp (a) ................ 9,048 483,073
China Construction Bank-Class H ......... 75,000 47,733
Commerce Bancorp, Inc. .................. 3,800 134,026
Macquarie Bank Ltd. ..................... 1,051 65,390
National City Corp. ..................... 4,100 149,896
UniCredito Italiano SpA ................. 21,800 191,015
Wells Fargo & Co. ....................... 3,300 117,348
---------
1,188,481
---------
Brokerage & Money Management - 3.2%
Ameriprise Financial, Inc. .............. 685 37,333
The Charles Schwab Corp. ................ 20,100 388,734
Franklin Resources, Inc. ................ 2,300 253,391
Goldman Sachs Group, Inc. ............... 800 159,480
Lehman Brothers Holdings, Inc. .......... 2,300 179,676
Man Group PLC ........................... 18,074 184,791
Merrill Lynch & Co., Inc. ............... 4,400 409,640
Morgan Stanley .......................... 1,300 105,859
Nomura Holdings, Inc. ................... 8,400 158,437
---------
1,877,341
---------
Insurance - 3.1%
ACE, Ltd. ............................... 2,100 127,197
Aflac, Inc. ............................. 4,100 188,600
American International Group,
Inc.(a) ............................. 9,700 695,102
Hartford Financial Services Group,
Inc. ................................ 1,800 167,958
QBE Insurance Group, Ltd. ............... 7,422 168,784
The St. Paul Travelers Cos, Inc. ........ 3,554 190,814
Swiss Reinsurance ....................... 1,378 117,051
XL Capital, Ltd.-Class A ................ 1,800 129,636
---------
1,785,142
---------
Lodging - 0.1%
Wyndham Worldwide Corp. (a) ............. 820 26,256
---------
[Download Table]
Company Shares U.S. $ Value
----------------------------------------- ------------------- ---------------
Miscellaneous - 2.9%
American Express Co. (a) ................ 3,166 $ 192,081
Citigroup, Inc. ......................... 16,232 904,122
ORIX Corp. .............................. 600 173,661
U.S. Bancorp ............................ 2,100 75,999
UBS AG .................................. 5,640 342,428
---------
1,688,291
---------
Mortgage Banking - 0.5%
Federal Home Loan Mortgage Corp.......... 1,600 108,640
Federal National Mortgage
Association ......................... 3,300 195,987
---------
304,627
---------
Office - 0.3%
Equity Office Properties Trust .......... 3,600 173,412
---------
Other - 0.1%
MI Developments, Inc.-Class A ........... 1,094 39,056
Realogy Corp.(a) ........................ 1,025 31,078
---------
70,134
---------
9,529,729
---------
Technology - 6.8%
Communication Equipment - 1.3%
Avaya, Inc. (a) ......................... 22 308
Cisco Systems, Inc. (a) ................. 12,300 336,159
Juniper Networks, Inc. (a) .............. 7,100 134,474
Motorola, Inc. .......................... 6,000 123,360
Nortel Networks Corp. (a) ............... 280 7,484
QUALCOMM, Inc. .......................... 4,400 166,276
---------
768,061
---------
Communication Services - 0.1%
Embarq Corp.-Class W (a) ................ 1,174 61,706
---------
Computer Hardware/Storage - 1.5%
Apple Computer, Inc. (a) ................ 2,200 186,648
Dell, Inc. (a) .......................... 4,600 115,414
EMC Corp. (a) ........................... 7,500 99,000
Hewlett-Packard Co. ..................... 5,800 238,902
International Business Machines
Corp. ............................... 2,400 233,160
---------
873,124
---------
Computer Services - 0.5%
BearingPoint, Inc. (a) .................. 3,940 31,008
CapGemini, SA ........................... 2,485 155,926
Fiserv, Inc. (a) ........................ 1,700 89,114
---------
276,048
---------
Contract Manufacturing - 0.2%
Flextronics International, Ltd. (a) ..... 5,700 65,436
Sanmina-SCI Corp. (a) ................... 8,600 29,670
Solectron Corp. (a)...................... 14,100 45,402
---------
140,508
---------
FSA-13
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Company Shares U.S. $ Value
------------------------------------------------------------------------ -------------------- ---------------
Internet Media - 0.2%
Google, Inc.-Class A (a) ............................................... 300 $ 138,144
---------
Miscellaneous - 0.6%
Canon, Inc. ............................................................ 3,600 202,647
Hoya Corp. ............................................................. 3,900 152,035
---------
354,682
---------
Semiconductor Capital Equipment - 0.2%
Applied Materials, Inc. ................................................ 6,200 114,390
---------
Semiconductor Components - 1.1%
Agere Systems, Inc.-Class A (a) ........................................ 37 709
Broadcom Corp.-Class A (a) ............................................. 2,600 84,006
Intel Corp. ............................................................ 8,944 181,116
Linear Technology Corp. ................................................ 2,700 81,864
Marvell Technology Group Ltd. (a) ...................................... 9,800 188,062
Texas Instruments, Inc. ................................................ 3,800 109,440
---------
645,197
---------
Software - 1.1%
Microsoft Corp. ........................................................ 12,900 385,194
Oracle Corp. (a) ....................................................... 10,200 174,828
Symantec Corp. (a) ..................................................... 2,600 54,210
---------
614,232
---------
3,986,092
---------
Energy - 6.7%
Domestic Producers - 0.4%
Noble Energy, Inc. ..................................................... 4,800 235,536
---------
International - 3.4%
Chevron Corp. .......................................................... 7,400 544,122
ENI SpA ................................................................ 3,660 123,062
Exxon Mobil Corp. ...................................................... 10,712 820,861
LUKOIL (ADR) ........................................................... 897 78,891
Petroleo Brasileiro SA (ADR) ........................................... 650 66,943
Talisman Energy, Inc. .................................................. 21,100 358,489
---------
1,992,368
---------
Miscellaneous - 0.8%
ConocoPhillips ......................................................... 6,400 460,480
---------
Oil Service - 2.1%
Baker Hughes, Inc. ..................................................... 3,700 276,242
BJ Services Co. ........................................................ 4,100 120,212
FMC Technologies, Inc. (a) ............................................. 3,800 234,194
Halliburton Co. ........................................................ 8,600 267,030
Nabors Industries Ltd. (a) ............................................. 7,200 214,416
Nexen, Inc. ............................................................ 2,400 132,000
---------
1,244,094
---------
3,932,478
---------
Health Care - 6.7%
Biotechnology - 0.6%
Genentech, Inc.(a) ..................................................... 2,000 162,260
[Enlarge/Download Table]
Company Shares U.S. $ Value
------------------------------------------------------------------------ -------------------- ---------------
Gilead Sciences, Inc. (a) .............................................. 2,500 $ 162,325
---------
324,585
---------
Drugs - 3.1%
Allergan, Inc. (a) ..................................................... 1,500 179,610
Daiichi Sankyo Co. Ltd. ................................................ 2,000 62,508
Eli Lilly & Co. ........................................................ 3,500 182,350
Merck & Co. Inc. ....................................................... 9,600 418,560
Merck KGaA ............................................................. 706 73,348
Novartis AG ............................................................ 2,362 136,048
Pfizer, Inc. ........................................................... 17,904 463,713
Roche Holding AG ....................................................... 1,639 293,626
---------
1,809,763
---------
Medical Products - 1.6%
Alcon, Inc. ............................................................ 2,000 223,540
Essilor International, SA .............................................. 800 85,985
Johnson & Johnson ...................................................... 5,900 389,518
Nobel Biocare Holding AG ............................................... 284 83,886
Zimmer Holdings, Inc. (a) .............................................. 2,230 174,787
---------
957,716
---------
Medical Services - 1.4%
UnitedHealth Group, Inc. ............................................... 6,500 349,245
WellPoint, Inc. (a) .................................................... 5,900 464,271
---------
813,516
---------
3,905,580
---------
Consumer Services - 6.5%
Airlines - 0.2%
Continental Airlines, Inc.-Class B (a).................................. 900 37,125
Southwest Airlines Co. ................................................. 3,600 55,152
---------
92,277
---------
Apparel - 0.1%
Jones Apparel Group, Inc. .............................................. 1,800 60,174
---------
Broadcasting & Cable - 2.0%
CBS Corp.-Class B ...................................................... 3,420 106,636
Comcast Corp.-Class A (a) .............................................. 6,314 267,272
Grupo Televisa, SA (ADR) ............................................... 2,800 75,628
News Corp.-Class A ..................................................... 7,900 169,692
Societe Television Francaise 1 ......................................... 4,220 156,536
Time Warner, Inc. ...................................................... 10,400 226,512
Viacom, Inc.-Class B (a) ............................................... 3,420 140,322
Westwood One, Inc. ..................................................... 3,700 26,122
---------
1,168,720
---------
Cellular Communications - 0.3%
America Movil SA de CV Series L
(ADR) .............................................................. 3,500 158,270
China Mobile Ltd. ...................................................... 5,500 47,521
---------
205,791
---------
FSA-14
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Company Shares U.S. $ Value
------------------------------------------------------------------------ -------------------- ---------------
Entertainment & Leisure - 0.4%
Carnival Corp. ......................................................... 1,800 $ 88,290
OPAP, SA ............................................................... 187 7,225
Royal Caribbean Cruises Ltd. ........................................... 3,000 124,140
---------
219,655
---------
Gaming - 0.2%
International Game Technology .......................................... 3,100 143,220
---------
Miscellaneous - 0.4%
Electronic Arts, Inc. (a) .............................................. 2,300 115,828
Li & Fung Ltd. ......................................................... 30,000 93,345
PHH Corp. (a) .......................................................... 195 5,630
---------
214,803
---------
Printing & Publishing - 0.0%
Idearc, Inc. (a) ....................................................... 315 9,025
---------
Restaurants & Lodging - 0.4%
Starbucks Corp. (a) .................................................... 6,700 237,314
---------
Retail - General Merchandise - 2.5%
Bed Bath & Beyond, Inc. (a) ............................................ 2,200 83,820
eBay, Inc. (a) ......................................................... 4,800 144,336
Esprit Holdings Ltd. ................................................... 10,500 117,250
Federated Department Stores, Inc. ...................................... 2,494 95,096
Home Depot, Inc. ....................................................... 6,800 273,088
Marks & Spencer Group PLC .............................................. 9,672 135,640
Target Corp. ........................................................... 4,200 239,610
Wal-Mart Stores, Inc. .................................................. 6,800 314,024
Williams-Sonoma, Inc. .................................................. 1,600 50,304
---------
1,453,168
---------
3,804,147
---------
Consumer Staples - 5.3%
Beverages - 1.2%
C&C Group PLC .......................................................... 3,131 55,819
Cia de Bebidas das Americas (ADR)....................................... 1,000 48,800
The Coca-Cola Co. ...................................................... 6,300 303,975
Pepsi Bottling Group, Inc. ............................................. 6,300 194,733
PepsiCo, Inc. .......................................................... 1,100 68,805
---------
672,132
---------
Food - 0.9%
Del Monte Foods Co. .................................................... 1,254 13,832
Groupe Danone .......................................................... 521 78,926
HJ Heinz Co. ........................................................... 2,600 117,026
The JM Smucker Co. ..................................................... 96 4,653
Nestle, SA ............................................................. 663 235,378
WM Wrigley Jr Co. ...................................................... 1,250 64,650
---------
514,465
---------
Household Products - 1.0%
Procter & Gamble Co. ................................................... 8,400 539,868
Reckitt Benckiser PLC .................................................. 984 45,003
---------
584,871
---------
[Enlarge/Download Table]
Company Shares U.S. $ Value
------------------------------------------------------------------------ -------------------- ---------------
Retail - Food & Drug - 0.9%
Kroger Co. ............................................................. 6,800 $ 156,876
Safeway, Inc. .......................................................... 5,700 196,992
Tesco PLC .............................................................. 8,886 70,445
Walgreen Co. ........................................................... 2,700 123,903
---------
548,216
---------
Tobacco - 1.3%
Altria Group, Inc. ..................................................... 8,100 695,142
British American Tobacco PLC (a) ....................................... 1,805 50,555
---------
745,697
---------
3,065,381
---------
Utilities - 4.3%
Electric & Gas Utility - 2.0%
American Electric Power Co., Inc. ...................................... 3,600 153,288
BG Group PLC ........................................................... 5,809 78,848
Constellation Energy Group, Inc. ....................................... 3,600 247,932
Dynegy, Inc.-Class A (a) ............................................... 1,900 13,756
Entergy Corp. .......................................................... 1,000 92,320
FirstEnergy Corp. ...................................................... 1,500 90,315
International Power PLC ................................................ 6,128 45,880
PPL Corp. .............................................................. 5,200 186,368
Sempra Energy .......................................................... 4,800 268,656
---------
1,177,363
---------
Telephone Utility - 2.3%
AT&T, Inc. ............................................................. 8,186 292,650
BellSouth Corp. ........................................................ 2,900 136,619
CenturyTel, Inc. ....................................................... 1,900 82,954
Cincinnati Bell, Inc. (a) .............................................. 11,900 54,383
Qwest Communications
International, Inc. (a) ............................................ 3,000 25,110
Sprint Corp. (a) ....................................................... 22,981 434,111
Telefonica SA .......................................................... 4,196 89,257
Verizon Communications, Inc. ........................................... 6,300 234,612
---------
1,349,696
---------
2,527,059
---------
Capital Goods - 4.0%
Electrical Equipment - 0.4%
Johnson Controls, Inc. ................................................. 2,700 231,984
---------
Engineering & Construction - 0.4%
ABB Ltd. ............................................................... 13,709 245,596
---------
Machinery - 0.2%
Eaton Corp. ............................................................ 1,700 127,738
---------
Miscellaneous - 3.0%
General Electric Co. ................................................... 27,200 1,012,399
NGK Insulators Ltd. .................................................... 7,000 108,095
Nitto Denko Corp. ...................................................... 3,400 170,250
United Technologies Corp. .............................................. 7,300 456,396
---------
1,747,140
---------
2,352,458
---------
FSA-15
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Download Table]
Company Shares U.S. $ Value
----------------------------------------- ------------------- ---------------
Basic Industry - 2.5%
Chemicals - 1.4%
Bayer AG ................................ 2,671 $ 143,911
E.I. Du Pont de Nemours & Co. ........... 2,800 136,388
Monsanto Co. ............................ 3,164 166,205
Praxair, Inc. ........................... 6,100 361,913
----------
808,417
----------
Mining & Metals - 1.0%
China Shenhua Energy Co. Ltd.-
Class H ............................. 30,500 73,411
Cia Vale do Rio Doce (ADR) .............. 3,800 113,012
MMC Norilsk Nickel (ADR) ................ 175 27,475
Rio Tinto PLC (a) ....................... 3,480 185,194
Xstrata PLC ............................. 4,215 210,355
----------
609,447
----------
Miscellaneous - 0.1%
RWE AG .................................. 613 67,512
----------
1,485,376
----------
Consumer Manufacturing - 2.0%
Auto & Related - 0.7%
Avis Budget Group, Inc. ................. 410 8,893
Denso Corp. ............................. 2,700 107,070
Honda Motor Co. Ltd. .................... 2,100 82,924
Toyota Motor Corp. ...................... 3,300 220,693
----------
419,580
----------
Building & Related - 1.3%
American Standard Companies (a) ......... 7,000 320,950
CRH PLC ................................. 2,963 123,516
Daiwa House Industry Co. Ltd. ........... 6,000 104,348
Vinci, SA ............................... 1,599 204,252
----------
753,066
----------
1,172,646
----------
Aerospace & Defense - 0.7%
Aerospace - 0.7%
Boeing Co. (a) .......................... 1,100 97,724
Lockheed Martin Corp. ................... 3,200 294,624
----------
392,348
----------
Multi-Industry Companies - 0.3%
Multi-Industry Companies - 0.3%
Mitsui & Co. Ltd. ....................... 12,000 179,458
----------
Total Common Stocks
(cost $27,073,630)................... 36,332,752
----------
WARRANTS - 0.3%
Technology - 0.3%
Computer Hardware/Storage - 0.0%
Asustek Computer Inc., expiring
3/18/07 (a) ......................... 4,082 11,095
----------
[Download Table]
Company Shares U.S. $ Value
----------------------------------------- ------------------- ---------------
Computer Peripherals - 0.1%
Foxconn Technology Co. Ltd.,
JPMorgan International, expiring
8/22/08 (a) ......................... 3,944 $ 46,934
----------
Computer Services - 0.2%
Infosys Technologies Ltd., expiring
8/21/09 (a) ......................... 1,790 90,413
----------
Electronic Components - 0.0%
Largan Precision Co. Ltd., Citigroup
Global Markets, expiring
1/20/10 (a) ......................... 90 1,734
----------
Total Warrants
(cost $110,393)...................... 150,176
----------
[Download Table]
Principal
Amount
(000) U.S. $ Value
------------- ---------------
LONG-TERM DEBT SECURITIES - 37.1%
U.S. GOVERNMENT AND GOVERNMENT
SPONSORED AGENCY OBLIGATIONS - 18.9%
Federal National Mortgage Association - 11.6%
Series 2005
4.176%, 9/01/35+ ................. $ 100 99,531
Series 2004
4.228%, 9/01/34+ ................. 90 89,911
Series 2006
4.408%, 8/01/34 .................. 95 95,182
Series 2005
4.50%, 11/01/20 .................. 649 626,207
Series 2006
4.50%, 1/01/21 ................... 40 38,424
Series 2005
4.639%, 7/01/35+ ................. 88 87,881
4.724%, 4/01/35+ ................. 34 33,452
5.00%, 4/01/19 ................... 373 368,038
Series 2005
5.00%, 9/01/20 ................... 158 155,390
Series 2006
5.00%, 2/01/36 ................... 646 623,862
5.50%, 4/01/33 - 7/01/33 ......... 728 720,412
Series 2004
5.50%, 4/01/34 ................... 90 88,902
5.50%, 2/01/35 - 7/01/35 ......... 690 682,399
5.50%, 1/01/36 - 5/01/36 ......... 1,498 1,481,063
5.822%, 3/01/36+ ................. 111 113,503
6.00%, 5/15/11 ................... 270 281,133
6.00%, TBA ....................... 410 412,690
Series 2006
6.50%, 1/01/36 ................... 77 79,055
6.50%, TBA ....................... 685 697,844
---------
6,774,879
---------
FSA-16
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Principal
Amount
Company (000) U.S.$ Value
----------------------------------------------- -------------------- --------------------
U.S. Treasury Bonds - 2.8%
4.50%, 2/15/36 ............................. $ 1,121 $1,066,001
8.75%, 5/15/17 ............................. 435 575,492
----------
1,641,493
----------
Government National Mortgage Association - 1.7%
Series 2006
6.00%, 2/15/36 ............................. 424 430,355
6.00%, TBA ................................. 555 562,010
----------
992,365
----------
Federal Home Loan Mortgage Corp. - 1.2%
Series 2005
4.50%, 10/01/35 ............................ 137 128,497
Series 2005
4.50%, 8/01/35 ............................. 103 96,732
Series 2006
4.50%, 1/01/36 ............................. 58 53,984
5.25%, 7/18/11 ............................. 420 425,026
----------
704,239
----------
Federal Gold Loan Mortgage Corp. - 1.1%
Series 2005
4.50%, 9/01/35 ............................. 146 136,525
Series 2006
5.00%, 4/01/21 ............................. 542 532,402
----------
668,927
----------
U.S. Treasury Notes - 0.5%
1.875%, 7/15/13 (TIPS) ..................... 210 222,991
4.875%, 5/31/11 ............................ 50 50,344
----------
273,335
----------
Total U.S. Government and
Government Sponsored
Agency Obligations ........................ 11,055,238
----------
CORPORATE DEBT OBLIGATIONS - 8.3%
Aerospace/Defense - 0.1%
Raytheon Co.
6.75%, 8/15/07 ............................. 32 32,235
Textron, Inc.
6.375%, 11/15/08 ........................... 25 25,473
----------
57,708
----------
Automotive - 0.0%
DaimlerChrysler North America
4.875%, 6/15/10 ............................ 25 24,370
----------
Banking - 1.0%
Barclays Bank PLC
8.55%, 6/15/11+ ............................ 75 83,928
JP Morgan Chase & Co.
6.75%, 2/01/11 ............................. 75 78,848
[Enlarge/Download Table]
Principal
Amount
Company (000) U.S.$ Value
----------------------------------------------- -------------------- --------------------
RBS Capital Trust III
5.512%, 9/29/49+ ........................... $ 105 $ 103,782
UBS Preferred Funding Trust I
8.622%, 10/01/10+ .......................... 40 44,186
UFJ Finance Aruba AEC
6.75%, 7/15/13 ............................. 100 106,717
Wachovia Capital Trust III
5.80%, 3/15/11+ ............................ 40 40,330
Washington Mutual, Inc.
4.00%, 1/15/09 ............................. 60 58,499
Wells Fargo & Co.
4.20%, 1/15/10 ............................. 35 34,097
Zions Bancorporation
5.50%, 11/16/15 ............................ 25 24,596
----------
574,983
----------
Broadcasting/Media - 0.3%
BSKYB Finance UK PLC
5.625%, 10/15/15 ........................... 40 39,176
News America, Inc.
6.55%, 3/15/33 ............................. 25 25,122
Time Warner Entertainment Co.
8.375%, 3/15/23 ............................ 60 70,389
WPP Finance Corp.
5.875%, 6/15/14 ............................ 30 29,947
----------
164,634
----------
Building/Real Estate - 0.2%
Centex Corp.
5.45%, 8/15/12 ............................. 34 33,454
iStar Financial, Inc.
5.15%, 3/01/12 ............................. 30 29,176
Simon Property Group LP
6.375%, 11/15/07 ........................... 30 30,231
Toll Brothers Finance Corp.
6.875%, 11/15/12 ........................... 25 25,777
----------
118,638
----------
Cable - 0.3%
British Sky Broadcasting Group PLC
6.875%, 2/23/09 ............................ 20 20,589
Comcast Cable Communications Holdings,
Inc.
9.455%, 11/15/22 ........................... 35 45,323
Comcast Cable Communications, Inc.
6.875%, 6/15/09 ............................ 45 46,550
Comcast Corp.
5.30%, 1/15/14 ............................. 40 39,178
5.50%, 3/15/11 ............................. 50 50,211
----------
201,851
----------
FSA-17
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Download Table]
Principal
Amount
Company (000) U.S.$ Value
------------------------------------ -------------------- --------------------
Chemicals - 0.0%
Lubrizol Corp.
4.625%, 10/01/09 ................ $ 25 $ 24,524
-----------
Communications - 0.6%
AT&T Corp.
8.00%, 11/15/31 ................. 15 18,610
British Telecommunications PLC
8.375%, 12/15/10+ ............... 80 89,281
Sprint Capital Corp.
8.375%, 3/15/12 ................. 95 105,581
Telecom Italia Capital, SA
4.00%, 1/15/10 .................. 95 90,715
Verizon Global Funding Corp.
4.90%, 9/15/15 .................. 25 23,843
-----------
328,030
-----------
Communications-Fixed - 0.1%
Embarq Corp.
6.738%, 6/01/13 ................. 5 5,117
Vodafone Group PLC
5.50%, 6/15/11 .................. 50 50,127
-----------
55,244
-----------
Communications-Mobile - 0.4%
AT&T Wireless
8.75%, 3/01/31 .................. 25 32,489
New Cingular Wireless Services, Inc.
7.875%, 3/01/11 ................. 100 109,077
TELUS Corp.
7.50%, 6/01/07 .................. 75 75,555
-----------
217,121
-----------
Energy - 0.2%
Amerada Hess Corp.
7.875%, 10/01/29 ................ 40 46,692
Duke Energy Field Services Corp.
7.875%, 8/16/10 ................. 10 10,756
Enterprise Products Operating L.P.
Series B
5.60%, 10/15/14 ................. 25 24,553
Valero Energy Corp.
6.875%, 4/15/12 ................. 45 47,579
-----------
129,580
-----------
Financial - 1.7%
American General Finance Corp.
4.625%, 5/15/09 ................. 80 78,737
Boeing Capital Corp.
4.75%, 8/25/08 .................. 35 34,734
Capital One Bank
6.50%, 6/13/13 .................. 35 36,895
[Download Table]
Principal
Amount
Company (000) U.S.$ Value
------------------------------------ -------------------- --------------------
CIT Group, Inc.
7.75%, 4/02/12 .................. $ 90 $ 99,226
Citigroup, Inc.
4.625%, 8/03/10 ................. 100 98,209
5.53%, 6/09/09 .................. 40 40,105
Core Investment Grade Trust
4.659%, 11/30/07 ................ 107 106,041
Countrywide Home Loans, Inc.
4.00%, 3/22/11 .................. 60 56,961
4.25%, 12/19/07 ................. 50 49,467
General Electric Capital Corp.
4.00%, 2/17/09 .................. 110 107,480
4.375%, 11/21/11 ................ 15 14,481
6.75%, 3/15/32 .................. 35 40,085
Goldman Sachs Group, Inc.
4.75%, 7/15/13 .................. 35 33,785
5.125%, 1/15/15 ................. 25 24,427
Household Finance Corp.
6.50%, 11/15/08 ................. 75 76,668
7.00%, 5/15/12 .................. 25 26,955
MBNA Corp.
4.625%, 9/15/08 ................. 55 54,345
Resona Preferred Global Securities
7.191%, 7/30/15+ ................ 25 26,086
-----------
1,004,687
-----------
Food/Beverage - 0.6%
Altria Group, Inc.
7.75%, 1/15/27 .................. 40 48,516
ConAgra Foods, Inc.
7.875%, 9/15/10 ................. 20 21,643
General Mills, Inc.
5.125%, 2/15/07 ................. 95 94,933
Kraft Foods, Inc.
4.125%, 11/12/09 ................ 95 92,144
5.25%, 10/01/13 ................. 50 49,368
The Kroger Co.
7.80%, 8/15/07 .................. 45 45,629
-----------
352,233
-----------
Health Care - 0.4%
Humana, Inc.
6.30%, 8/01/18 .................. 50 50,364
WellPoint, Inc.
3.50%, 9/01/07 .................. 60 59,190
3.75%, 12/14/07 ................. 18 17,716
4.25%, 12/15/09 ................. 75 72,903
Wyeth
5.50%, 2/01/14 .................. 38 38,195
-----------
238,368
-----------
FSA-18
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Download Table]
Principal
Amount
Company (000) U.S.$ Value
---------------------------------------- -------------------- --------------------
Hotel/Lodging - 0.2%
ITT Corp.
7.375%, 11/15/15 .................... $ 45 $ 46,071
Starwood Hotels & Resorts
Worldwide, Inc.
7.875%, 5/01/12 ..................... 46 48,581
-----------
94,652
-----------
Industrial - 0.1%
Tyco International Group, SA
6.00%, 11/15/13 ..................... 35 36,214
-----------
Insurance - 0.3%
Assurant, Inc.
5.625%, 2/15/14 ..................... 40 39,892
Liberty Mutual Group, Inc.
5.75%, 3/15/14 ...................... 30 29,889
Zurich Capital Trust I
8.376%, 6/01/37 ..................... 115 120,539
-----------
190,320
-----------
Metals/Mining - 0.1%
Ispat Inland ULC
9.75%, 4/01/14 ...................... 25 27,938
-----------
Paper/Packaging - 0.2%
International Paper Co.
5.30%, 4/01/15 ...................... 55 53,004
Packaging Corp. of America
5.75%, 8/01/13 ...................... 30 29,009
Westvaco Corp.
8.20%, 1/15/30 ...................... 15 16,819
Weyerhaeuser Co.
5.95%, 11/01/08 ..................... 40 40,320
-----------
139,152
-----------
Public Utilities - Electric & Gas - 0.9%
Carolina Power & Light Co.
6.50%, 7/15/12 ...................... 60 62,872
Duke Capital LLC
8.00%, 10/01/19 ..................... 45 52,315
Exelon Corp.
6.75%, 5/01/11 ...................... 50 52,226
FirstEnergy Corp.
Series B
6.45%, 11/15/11 ..................... 50 52,141
Series C
7.375%, 11/15/31 .................... 50 56,942
MidAmerican Energy Holdings Co.
5.875%, 10/01/12 .................... 30 30,538
Nisource Finance Corp.
7.875%, 11/15/10 .................... 35 37,760
[Download Table]
Principal
Amount
Company (000) U.S.$ Value
---------------------------------------- -------------------- --------------------
Pacific Gas & Electric Co.
4.80%, 3/01/14 ...................... $ 45 $ 43,134
Progress Energy, Inc.
7.10%, 3/01/11 ...................... 16 17,039
Public Service Company of Colorado
7.875%, 10/01/12 .................... 30 33,659
SPI Electricity & Gas Australia
Holdings Pty, Ltd.
6.15%, 11/15/13 ..................... 55 56,990
Xcel Energy, Inc.
7.00%, 12/01/10 ..................... 50 52,737
-----------
548,353
-----------
Public Utilities - Telephone - 0.2%
CenturyTel, Inc.
Series G
6.875%, 1/15/28 ..................... 35 33,831
Telecom Italia Capital
4.00%, 11/15/08 ..................... 25 24,346
6.375%, 11/15/33 .................... 20 18,897
Verizon New Jersey, Inc.
Series A
5.875%, 1/17/12 ..................... 35 35,456
-----------
112,530
-----------
Publishing - 0.0%
RR Donnelley & Sons Co.
4.95%, 4/01/14 ...................... 15 13,833
-----------
Service - 0.1%
Waste Management, Inc.
6.875%, 5/15/09 ..................... 50 51,688
-----------
Supermarket/Drug - 0.1%
Safeway, Inc.
4.125%, 11/01/08 .................... 18 17,581
4.80%, 7/16/07 ...................... 15 14,942
-----------
32,523
-----------
Technology - 0.2%
Cisco Systems, Inc.
5.25%, 2/22/11 ...................... 20 20,050
IBM Corp.
4.375%, 6/01/09 ..................... 15 14,742
Motorola, Inc.
7.625%, 11/15/10 .................... 5 5,384
Oracle Corp.
5.25%, 1/15/16 ...................... 90 88,101
-----------
128,277
-----------
Total Corporate Debt Obligations ....... 4,867,451
-----------
FSA-19
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Principal
Amount
Company (000) U.S.$ Value
-------------------------------------------- --------------------- ----------------------
COMMERCIAL MORTGAGE BACKED SECURITIES - 5.2%
Banc of America Commercial Mortgage, Inc.
Series 2004-4, Class A3
4.128%, 7/10/42 ......................... $ 90 $ 87,497
Series 2004-6, Class A2
4.161%, 12/10/42 ........................ 120 116,599
Series 2005-6, Class A4
5.181%, 9/10/47+ ........................ 140 139,113
Series 2001-PB1, Class A2
5.787%, 5/11/35 ......................... 78 79,536
Bear Stearns Commercial Mortgage
Securities, Inc.
Series 2005-PWR7, Class A3
5.116%, 2/11/41+ ........................ 120 118,400
Citigroup Commercial Mortgage Trust
Series 2004-C1, Class A4
5.53%, 4/15/40+ ......................... 145 146,028
Credit Suisse First Boston Mortgage
Securities Corp.
Series 2003-CK2, Class A2
3.861%, 3/15/36 ......................... 80 78,263
Series 2004-C1, Class A4
4.75%, 1/15/37 .......................... 45 43,459
Credit Suisse Mortgage Capital Certificates
Series 2006-C4, Class A3
5.467%, 9/15/39 ......................... 135 136,039
Series 2006-C3, Class A3
5.828%, 6/15/38+ ........................ 110 114,373
CS First Boston Mortgage Securities Corp.
Series 2005-C1, Class A4
5.014%, 2/15/38+ ........................ 105 102,814
GE Capital Commercial Mortgage Corp.
Series 2005-C3, Class A3FX
4.863%, 7/10/45 ......................... 90 88,905
Greenwich Capital Commercial Funding Corp.
Series 2003-C1, Class A4
4.111%, 7/05/35 ......................... 100 93,967
Series 2005-GG3, Class A2
4.305%, 8/10/42 ......................... 125 121,688
GS Mortgage Securities Corp. II
Series 2004-GG2, Class A6
5.396%, 8/10/38+ ........................ 100 100,380
JP Morgan Chase Commercial Mortgage
Securities Corp.
Series 2005-LDP4, Class A2
4.79%, 10/15/42 ......................... 110 108,332
Series 2005-LDP3, Class A2
4.851%, 8/15/42 ......................... 80 78,967
Series 2005-LDP5, Class A2
5.198%, 12/15/44 ........................ 75 74,839
[Enlarge/Download Table]
Principal
Amount
Company (000) U.S.$ Value
-------------------------------------------- --------------------- ----------------------
Series 2006-CB14, Class A4
5.481%, 12/12/44+ ....................... $ 40 $ 40,380
Series 2006-CB15, Class A4
5.814%, 6/12/43+ ........................ 25 25,857
LB-UBS Commercial Mortgage Trust
Series 2003-C3, Class A4
4.166%, 5/15/32 ......................... 90 84,791
Series 2004-C8, Class A2
4.201%, 12/15/29 ........................ 95 92,435
Series 2005-C1, Class A4
4.742%, 2/15/30 ......................... 85 81,879
Series 2004-C4, Class A4
5.133%, 6/15/29+ ........................ 35 35,330
Series 2006-C1, Class A4
5.156%, 2/15/31 ......................... 115 113,607
Series 2005-C7, Class A4
5.197%, 11/15/30+ ....................... 65 64,441
Series 2006-C6, Class A4
5.372%, 9/15/39 ......................... 125 125,210
Series 2006-C3, Class A4
5.661%, 3/15/39+ ........................ 120 122,885
Series 2006-C4, Class A4
5.899%, 6/15/38+ ........................ 110 115,060
Merrill Lynch Mortgage Trust
Series 2005-CKI1, Class A6
5.244%, 11/12/37+ ....................... 55 54,911
Merrill Lynch/Countrywide Commercial
Mortgage Trust
Series 2006-2, Class A4
5.91%, 6/12/46+ ......................... 30 31,352
Morgan Stanley Capital I
Series 2005-T17, Class A5
4.78%, 12/13/41 ......................... 145 140,086
Series 2005-HQ5, Class A4
5.168%, 1/14/42 ......................... 70 69,199
-----------
Total Commercial Mortgage Backed
Securities ............................. 3,026,622
-----------
COLLATERALIZED MORTGAGE OBLIGATIONS - 2.4%
Bear Stearns Alt-A Trust
Series 2006-1, Class 22A1
5.45%, 2/25/36+ ......................... 109 108,695
Series 2005-10, Class 24A1
6.00%, 1/25/36+ ......................... 75 75,738
Series 2006-2, Class 23A1
6.00%, 3/25/36+ ......................... 78 78,212
Series 2006-3, Class 22A1
6.25%, 5/25/36+ ......................... 51 51,653
Citigroup Mortgage Loan Trust, Inc.
Series 2006-AR1, Class 3A1
FSA-20
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Principal
Amount
Company (000) U.S.$ Value
--------------------------------------------- -------------------- --------------------
5.50%, 3/25/36+ .......................... $ 136 $ 135,168
Countrywide Alternative Loan Trust
Series 2006-OA14, Class 3A1
4.459%, 11/25/46 ......................... 114 113,899
Series 2005-62, Class 2A1
5.282%, 12/25/35+ ........................ 62 61,646
Indymac Index Mortgage Loan Trust
Series 2006-AR7, Class 4A1
6.265%, 5/25/36+ ......................... 54 54,628
Merrill Lynch Mortgage Investors, Inc.
Series 2005-A8, Class A1C1
5.25%, 8/25/36+ .......................... 76 75,707
Series 2006-A1, Class 2A1
6.23%, 3/25/36+ .......................... 84 85,468
Rali 2007-qs1 A1
6.00%, 1/25/37 ........................... 80 80,784
Residential Funding Mortgage Securities, Inc.
Series 2005-SA3, Class 3A
5.249%, 8/25/35+ ......................... 76 75,304
Structured Adjustable Rate Mortgage
Loan Trust
Series 2006-3, Class 2A1
6.008%, 4/25/36+ ......................... 68 69,031
Washington Mutual, Inc.
Series 2005-AR2, Class 2A22
5.57%, 1/25/45+ .......................... 23 22,961
Wells Fargo Mortgage Backed Securities Trust
Series 2006-AR11, Class A4
5.539%, 8/25/36+ ......................... 136 135,506
----------
1,224,400
----------
Federal Agency - CMO's - 0.3%
Freddie Mac Reference REMIC
Series 2006-R007, Class AC
5.875%, 5/15/16 .......................... 173 172,918
----------
Total Collateralized Mortgage
Obligations ............................. 1,397,318
----------
ASSET BACKED SECURITIES - 1.5%
Asset Backed Funding Certificates
Series 2003-WF1, Class A2
6.07%, 12/25/32 .......................... 33 33,270
Bear Stearns Asset Backed Securities, Inc.
Series 2005-SD1, Class 1A1
5.50%, 4/25/22+ .......................... 19 18,549
Capital Auto Receivables Asset Trust
Series 2005-SN1A, Class A3A
4.10%, 6/15/08 ........................... 83 82,360
Capital One Prime Auto Receivables Trust
Series 2005-1, Class A3
4.32%, 8/15/09 ........................... 126 125,188
[Enlarge/Download Table]
Principal
Amount
Company (000) U.S.$ Value
--------------------------------------------- -------------------- --------------------
Citifinancial Mortgage Securities, Inc.
Series 2003-1, Class AFPT
3.36%, 1/25/33+ .......................... $ 23 $ 20,899
Credit-Based Asset Servicing and
Securities, Inc.
Series 2003-CB1, Class AF
3.45%, 1/25/33+ .......................... 48 46,292
Series 2005-CB7, Class AF2
5.15%, 11/25/35+ ......................... 50 49,688
Home Equity Mortgage Trust
Series 2005-4, Class A3
4.742%, 1/25/36+ ......................... 60 59,405
Series 2006-1, Class A2
5.3%, 5/25/36+ ........................... 25 25,216
Indymac Residential Asset Backed Trust
Series 2006-D, Class 2A2
5.43%, 11/25/36 .......................... 115 115,002
Master Asset Backed Securities Trust
Series 2006-NC2, Class A3
5.46%, 8/25/36 ........................... 110 109,984
MBNA Credit Card Master Note Trust
Series 2003-A6, Class A6
2.75%, 10/15/10 .......................... 50 48,395
RAAC Series
Series 2006-SP3, Class A1
5.40%, 8/25/36+ .......................... 49 48,794
Residential Asset Securities Corp.
Series 2003-KS3, Class A2
5.65%, 5/25/33+ .......................... 9 8,652
Series 2002-KS7, Class A2
5.72%, 11/25/32 .......................... 14 13,894
Residential Funding Mortgage
Securities II, Inc.
Series 2005-HI2, Class A3
4.46%, 5/25/35 ........................... 55 54,317
----------
Total Asset Backed Securities ............... 859,905
----------
SOVEREIGN DEBT OBLIGATIONS - 0.8%
Mexico - 0.8%
United Mexican States
5.625%, 1/15/17 .......................... 316 316,316
7.50%, 1/14/12 ........................... 140 153,440
----------
Total Sovereign Debt Obligations ............ 469,756
----------
Total Long-Term Debt Securities
(amortized cost $21,697,599)............. 21,676,577
----------
SHORT-TERM DEBT SECURITIES - 4.1%
Time Deposit - 2.1%
JPMorgan Nassau
4.72%, 1/03/07 ........................... 1,228 1,228,449
----------
FSA-21
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Concluded)
--------------------------------------------------------------------------------
[Download Table]
Principal
Amount
Company (000) U.S.$ Value
--------------------------------- -------------------- --------------------
U.S. Government and Government
Sponsored Agency Obligations - 2.0%
Federal Home Loan Bank
Zero Coupon, 2/07/07 ......... $ 355 $ 350,683
Federal Home Loan Mortgage Corp.
Zero Coupon, 2/28/07 ......... 410 405,447
Federal National Mortgage Association
Zero Coupon, 1/11/07 ......... 410 406,989
-----------
Total Short-Term Debt Securities
(amortized cost $2,391,568) 2,391,568
-----------
[Download Table]
Principal
Amount
Company (000) U.S.$ Value
--------------------------------- -------------------- --------------------
Total Investments - 103.6%
(cost/amortized cost
$51,273,190)................. $60,550,786
Other assets less liabilities -
(3.6)% ...................... (2,083,851)
-----------
Net Assets - 100.0% ............. $58,466,935
===========
+ Variable rate coupon, rate shown as of December 31, 2006.
(a) Non-income producing security.
Glossary:
ADR - American Depositary Receipt
TBA - To Be Announced
TIPS - Treasury Inflation Protected Security
The accompanying notes are an integral part of these financial statements.
FSA-22
--------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
Statement of Assets and Liabilities
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Assets:
Investments (Notes 2 and 3):
Common stocks -- at value (cost: $480,976,680)........................... $599,320,605
Short-term debt securities -- at value (amortized cost: $4,413,684)...... 4,413,684
Interest and dividends receivable ........................................ 265,150
-------------------------------------------------------------------------- ------------
Total assets ............................................................. 603,999,439
-------------------------------------------------------------------------- ------------
Liabilities:
Due to AXA Equitable's General Account ................................... 1,264,672
Due to custodian ......................................................... 3,776,178
Accrued expenses ......................................................... 732,097
-------------------------------------------------------------------------- ------------
Total liabilities ........................................................ 5,772,947
-------------------------------------------------------------------------- ------------
Net Assets ............................................................... $598,226,492
========================================================================== ============
Amount retained by AXA Equitable in Separate Account No. 4 ............... $ 2,478,937
Net assets attributable to contract owners ............................... 555,154,312
Net assets allocated to contracts in payout period ....................... 40,593,243
-------------------------------------------------------------------------- ------------
Net Assets ............................................................... $598,226,492
========================================================================== ============
[Download Table]
Units Outstanding Unit Values
------------------- --------------
Institutional ............. 34,867 $ 8,262.03
RIA ....................... 15,278 775.87
Momentum Strategy ......... 987 99.86
MRP ....................... 124,951 312.73
ADA ....................... 651,516 382.55
EPP ....................... 12,151 800.76
The accompanying notes are an integral part of these financial statements.
FSA-23
--------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
Statement of Operations
Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Investment Income (Note 2):
Dividends (net of foreign taxes withheld of $33,737).................... $ 4,377,570
Interest ............................................................... 216,608
------------------------------------------------------------------------ -------------
Total investment income ................................................ 4,594,178
------------------------------------------------------------------------ -------------
Expenses (Note 5):
Investment management fees ............................................. (1,241,035)
Operating and expense charges .......................................... (2,422,872)
------------------------------------------------------------------------ -------------
Total expenses ......................................................... (3,663,907)
------------------------------------------------------------------------ -------------
Net investment income .................................................. 930,271
------------------------------------------------------------------------ -------------
Realized and Unrealized Gain (Loss) on Investments (Note 2):
Realized gain from security and foreign currency transactions .......... 56,761,166
Change in unrealized appreciation /depreciation of investments ......... (66,038,126)
------------------------------------------------------------------------ -------------
Net realized and unrealized loss on investments ........................ (9,276,960)
------------------------------------------------------------------------ -------------
Net Decrease in Net Assets Attributable to Operations .................. $ (8,346,689)
======================================================================== =============
The accompanying notes are an integral part of these financial statements.
FSA-24
--------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Year Ended December 31,
2006 2005
----------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets:
From Operations:
Net investment income (loss) ................................................. $ 930,271 $ (540,001)
Net realized gain on investments and foreign currency transactions ........... 56,761,166 74,925,731
Change in unrealized appreciation/depreciation of investments ................ (66,038,126) 6,608,967
------------------------------------------------------------------------------ -------------- --------------
Net increase (decrease) in net assets attributable to operations ............. (8,346,689) 80,994,697
------------------------------------------------------------------------------ -------------- --------------
From Contributions and Withdrawals:
Contributions ................................................................ 66,014,546 76,456,922
Withdrawals .................................................................. (194,988,188) (151,318,308)
Asset management fees ........................................................ (991,775) (1,067,272)
Administrative fees .......................................................... (107,770) (345,104)
------------------------------------------------------------------------------ -------------- --------------
Net decrease in net assets attributable to contributions and withdrawals ..... (130,073,187) (76,273,762)
------------------------------------------------------------------------------ -------------- --------------
Net increase in net assets attributable to AXA Equitable's transactions ...... 1,551 6,187
------------------------------------------------------------------------------ -------------- --------------
Increase (decrease) in Net Assets ............................................ (138,418,325) 4,727,121
Net Assets -- Beginning of Year .............................................. 736,644,817 731,917,696
------------------------------------------------------------------------------ -------------- --------------
Net Assets -- End of Year .................................................... $ 598,226,492 $ 736,644,817
============================================================================== ============== ==============
The accompanying notes are an integral part of these financial statements.
FSA-25
--------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006
--------------------------------------------------------------------------------
[Download Table]
Company Shares U.S. $ Value
------------------------------------------ ------------------- ---------------
COMMON STOCKS - 100.2%
Finance - 26.1%
Banking - Money Center - 2.7%
JPMorgan Chase & Co. ..................... 327,157 $15,801,683
-----------
Brokerage & Money Management - 15.3%
The Charles Schwab Corp. ................. 608,970 11,777,480
Goldman Sachs Group, Inc. ................ 129,410 25,797,883
Greenhill & Co., Inc. .................... 154,050 11,368,890
Legg Mason, Inc. ......................... 287,000 27,279,350
Merrill Lynch & Co., Inc. ................ 162,740 15,151,094
-----------
91,374,697
-----------
Insurance - 3.3%
American International Group,
Inc. (a) ............................. 277,960 19,918,614
-----------
Miscellaneous - 4.8%
Chicago Mercantile Exchange
Holdings, Inc.-Class A ............... 19,958 10,173,591
Citigroup, Inc. .......................... 214,800 11,964,360
NYSE Group, Inc. (a) ..................... 31,990 3,109,428
State Street Corp. ....................... 52,300 3,527,112
-----------
28,774,491
-----------
155,869,485
-----------
Technology - 25.0%
Communication Equipment - 3.0%
QUALCOMM, Inc. ........................... 475,380 17,964,610
-----------
Communication Services - 0.7%
Monster Worldwide, Inc. (a) .............. 84,280 3,930,819
-----------
Computer Hardware/Storage - 6.0%
Apple Computer, Inc. (a) ................. 304,070 25,797,299
Sun Microsystems, Inc. (a) ............... 1,915,400 10,381,468
-----------
36,178,767
-----------
Computer Peripherals - 1.1%
Network Appliance, Inc. (a) .............. 171,270 6,727,486
-----------
Computer Services - 0.8%
Cognizant Technology Solutions
Corp.-Class A (a) .................... 38,700 2,986,092
Euronet Worldwide, Inc. (a) .............. 52,740 1,565,850
-----------
4,551,942
-----------
Internet Media - 4.6%
Google, Inc.-Class A (a) ................. 59,570 27,430,794
-----------
Miscellaneous - 2.0%
Amphenol Corp.-Class A ................... 193,990 12,042,899
-----------
Semiconductor Components - 6.5%
Advanced Micro Devices, Inc. (a) ......... 720,020 14,652,407
Broadcom Corp.-Class A (a) ............... 413,280 13,353,077
NVIDIA Corp. (a) ......................... 289,330 10,708,103
-----------
38,713,587
-----------
[Download Table]
Company Shares U.S. $ Value
------------------------------------------ ------------------- ---------------
Software - 0.3%
SAP AG (ADR) ............................. 38,750 $ 2,057,625
-----------
149,598,529
-----------
Consumer Services - 18.4%
Apparel - 2.8%
Coach, Inc. (a) .......................... 151,740 6,518,751
Under Armour, Inc.-Class A (a) ........... 201,040 10,142,468
-----------
16,661,219
-----------
Broadcasting & Cable - 2.9%
Comcast Corp.-Class A (a) ................ 406,900 17,224,077
-----------
Miscellaneous - 6.5%
CB Richard Ellis Group, Inc.-
Class A (a) .......................... 510,450 16,946,940
Corporate Executive Board Co. ............ 139,350 12,220,995
Iron Mountain, Inc. (a) .................. 88,900 3,675,126
Strayer Education, Inc. .................. 55,900 5,928,195
-----------
38,771,256
-----------
Restaurants & Lodging - 1.2%
Chipotle Mexican Grill, Inc.-Class A
(a) .................................. 128,400 7,318,800
-----------
Retail - General Merchandise - 5.0%
Coldwater Creek, Inc. (a) ................ 171,230 4,198,559
Dick's Sporting Goods, Inc. (a) .......... 244,490 11,977,565
Kohl's Corp. (a) ......................... 201,290 13,774,275
-----------
29,950,399
-----------
109,925,751
-----------
Health Care - 18.0%
Biotechnology - 6.5%
Genentech, Inc. (a) ...................... 303,120 24,592,126
Gilead Sciences, Inc. (a) ................ 215,760 14,009,297
-----------
38,601,423
-----------
Drugs - 3.7%
Merck & Co. Inc. ......................... 213,800 9,321,680
Teva Pharmaceutical Industries Ltd.
(ADR) ................................ 413,450 12,850,026
-----------
22,171,706
-----------
Medical Products - 1.4%
Alcon, Inc. .............................. 76,220 8,519,109
-----------
Medical Services - 6.4%
Medco Health Solutions, Inc. (a) ......... 83,850 4,480,944
UnitedHealth Group, Inc. ................. 120,500 6,474,465
WellPoint, Inc. (a) ...................... 347,170 27,318,807
-----------
38,274,216
-----------
107,566,454
-----------
Energy - 4.1%
Oil Service - 4.1%
Schlumberger, Ltd. ....................... 392,070 24,763,141
-----------
FSA-26
--------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Concluded)
--------------------------------------------------------------------------------
[Download Table]
Company Shares U.S. $ Value
---------------------------------- --------- --------------
Aerospace & Defense - 3.1%
Aerospace - 3.1%
Boeing Co. (a) ................... 206,630 $18,357,009
-----------
Capital Goods - 1.7%
Electrical Equipment - 1.7%
Ametek, Inc. ..................... 148,335 4,722,987
Emerson Electric Co. ............. 128,600 5,667,402
-----------
10,390,389
-----------
Multi-Industry Companies - 1.7%
Multi-Industry Companies - 1.7%
Danaher Corp. .................... 139,300 10,090,892
-----------
Consumer Staples - 1.1%
Household Products - 0.6%
Procter & Gamble Co. ............. 51,030 3,279,698
-----------
Retail - Food & Drug - 0.5%
Whole Foods Market, Inc. ......... 69,400 3,256,942
-----------
6,536,640
-----------
Consumer Manufacturing - 1.0%
Building & Related - 1.0%
NVR, Inc. (a) .................... 9,647 6,222,315
-----------
Total Common Stocks - 100.2%
(cost $480,976,680).............. 599,320,605
-----------
[Download Table]
Principal
Amount
Company (000) U.S.$ Value
--------------------------------------- ---------- ----------------
SHORT-TERM DEBT SECURITIES - 0.7%
Time Deposit - 0.7%
JPMorgan Nassau
4.72%, 1/3/2007 .................... $4,414 $ 4,413,684
------------
Total Short-Term Debt
Securities - 0.7 %
(amortized cost $4,413,684)......... 4,413,684
------------
Total Investments - 100.9%
(cost/amortized cost
$485,390,364)..................... 603,734,289
Other assets less
liabilities - (0.9)% .............. (5,507,797)
------------
Net Assets - 100.0% ................... $598,226,492
============
(a) Non-income producing security.
Glossary:
ADR - American Depositary Receipt
The accompanying notes are an integral part of these financial statements.
FSA-27
--------------------------------------------------------------------------------
Separate Account No. 3 (Pooled)
of AXA Equitable Life Insurance Company
Statement of Assets and Liabilities
December 31, 2006
--------------------------------------------------------------------------------
[Download Table]
Assets:
Investments (Notes 2 and 3):
Common stocks -- at value (cost: $96,765,590)........................ $97,554,604
Short-Term debt securities--at value (cost $1,000,108)............... 1,000,108
Receivable for investment securities sold ............................ 76,672
---------------------------------------------------------------------- -----------
Total assets ......................................................... 98,631,384
---------------------------------------------------------------------- -----------
Liabilities:
Payable for investment securities purchased .......................... 98,990
Due to AXA Equitable Life's General Account .......................... 563,683
Due to custodian ..................................................... 856,358
Accrued expenses ..................................................... 114,094
---------------------------------------------------------------------- -----------
Total liabilities .................................................... 1,633,125
---------------------------------------------------------------------- -----------
Net Assets Attributable to Contractowners or in Accumulation ......... $96,998,259
====================================================================== ===========
[Download Table]
Units Outstanding Unit Values
------------------- ---------------
Institutional ............. 2,451 $ 28,206.63
RIA ....................... 21,547 264.82
Momentum Strategy ......... 4,994 96.14
MRP ....................... 386,546 55.94
EPP ....................... -- 264.82
The accompanying notes are an integral part of these financial statements.
FSA-28
--------------------------------------------------------------------------------
Separate Account No. 3 (Pooled)
of AXA Equitable Life Insurance Company
Statement of Operations
Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Investment Income (Note 2):
Dividends .............................................................. $ 412,242
Interest ............................................................... 24,766
------------------------------------------------------------------------ ------------
Total investment income ................................................ 437,008
------------------------------------------------------------------------ ------------
Expenses (Note 5):
Investment management fees ............................................. (148,917)
Operating and expense charges .......................................... (349,922)
------------------------------------------------------------------------ ------------
Total expenses ......................................................... (498,839)
------------------------------------------------------------------------ ------------
Net investment loss .................................................... (61,831)
------------------------------------------------------------------------ ------------
Realized and Unrealized Gain (Loss) on Investments (Note 2):
Realized gain from security and foreign currency transactions .......... 6,591,200
Change in unrealized appreciation /depreciation of investments ......... (5,091,703)
------------------------------------------------------------------------ ------------
Net realized and unrealized gain on investments ........................ 1,499,497
------------------------------------------------------------------------ ------------
Net Increase in Net Assets Attributable to Operations .................. $ 1,437,666
======================================================================== ============
The accompanying notes are an integral part of these financial statements.
FSA-29
--------------------------------------------------------------------------------
Separate Account No. 3 (Pooled)
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Year Ended December 31,
2006 2005
------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets:
From Operations:
Net investment loss ................................................................... $ (61,831) $ (380,215)
Net realized gain on investments and foreign currency transactions .................... 6,591,200 16,614,068
Change in unrealized appreciation/depreciation of investments ......................... (5,091,703) (9,259,982)
--------------------------------------------------------------------------------------- ------------- -------------
Net increase in net assets attributable to operations ................................. 1,437,666 6,973,871
--------------------------------------------------------------------------------------- ------------- -------------
From Contributions and Withdrawals:
Contributions ......................................................................... 24,287,669 26,183,587
Withdrawals ........................................................................... (39,880,442) (43,124,714)
Asset management fees ................................................................. (210,534) (212,299)
Administrative fees ................................................................... (11,005) (84,867)
--------------------------------------------------------------------------------------- ------------- -------------
Net decrease in net assets attributable to contributions and withdrawals .............. (15,814,312) (17,238,293)
--------------------------------------------------------------------------------------- ------------- -------------
Decrease in Net Assets ................................................................ (14,376,646) (10,264,422)
Net Assets Attributable to Contractowners or in Accumulation -- Beginning of Year ..... 111,374,905 121,639,327
--------------------------------------------------------------------------------------- ------------- -------------
Net Assets Attributable to Contractowners or in Accumulation -- End of Year ........... $ 96,998,259 $ 111,374,905
======================================================================================= ============= =============
The accompanying notes are an integral part of these financial statements.
FSA-30
--------------------------------------------------------------------------------
Separate Account No. 3 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006
--------------------------------------------------------------------------------
[Download Table]
Company Shares U.S. $ Value
------------------------------------------- ------------------- ---------------
COMMON STOCKS - 100.6%
Technology - 54.1%
Communication Equipment - 8.4%
JDS Uniphase Corp. (a) .................... 238,991 $3,981,590
Juniper Networks, Inc. (a) ................ 221,618 4,197,445
----------
8,179,035
----------
Communication Services - 8.2%
Level 3 Communications, Inc. (a) .......... 635,091 3,556,510
Monster Worldwide, Inc. (a) ............... 41,430 1,932,295
NeuStar, Inc.-Class A (a) ................. 75,775 2,458,141
----------
7,946,946
----------
Computer Hardware/Storage - 1.1%
Sun Microsystems, Inc. (a) ................ 187,800 1,017,876
----------
Computer Peripherals - 1.4%
Network Appliance, Inc. (a) ............... 35,081 1,377,982
----------
Internet Media - 2.6%
Move, Inc. (a) ............................ 459,577 2,532,269
----------
Miscellaneous - 1.9%
Itron, Inc. (a) ........................... 25,750 1,334,880
Trimble Navigation Ltd. (a) ............... 10,450 530,128
----------
1,865,008
----------
Semiconductor Capital Equipment - 10.0%
Cymer, Inc. (a) ........................... 36,360 1,598,022
Formfactor, Inc. (a) ...................... 53,184 1,981,104
KLA-Tencor Corp. .......................... 73,995 3,681,251
Lam Research Corp. (a) .................... 48,116 2,435,632
----------
9,696,009
----------
Semiconductor Components - 13.6%
Advanced Micro Devices, Inc. (a) .......... 199,206 4,053,842
Broadcom Corp.-Class A (a) ................ 93,608 3,024,475
International Rectifier Corp. (a) ......... 30,500 1,175,165
Netlogic Microsystems, Inc. (a) ........... 96,430 2,091,567
Silicon Laboratories, Inc. (a) ............ 81,939 2,839,186
----------
13,184,235
----------
Software - 6.9%
NAVTEQ Corp. (a) .......................... 70,271 2,457,377
Red Hat, Inc. (a) ......................... 140,130 3,222,990
Salesforce.com, Inc. (a) .................. 27,200 991,440
----------
6,671,807
----------
52,471,167
----------
Consumer Services - 21.1%
Advertising - 1.2%
Audible, Inc. (a) ......................... 140,569 1,114,712
----------
Airlines - 2.1%
Continental Airlines, Inc.-
Class B (a) ........................... 49,150 2,027,437
----------
[Download Table]
Company Shares U.S. $ Value
------------------------------------------- ------------------- ---------------
Apparel - 1.6%
Under Armour, Inc.-Class A (a) ............ 11,500 $ 580,175
Urban Outfitters, Inc. (a) ................ 43,130 993,284
----------
1,573,459
----------
Broadcasting & Cable - 4.1%
XM Satellite Radio Holdings, Inc.-
Class A (a) ........................... 272,708 3,940,631
----------
Entertainment & Leisure - 1.1%
Wynn Resorts Ltd. ......................... 11,850 1,112,122
----------
Gaming - 0.9%
Melco PBL Entertainment Macau
Ltd. (ADR) (a) ........................ 39,010 829,353
----------
Miscellaneous - 5.8%
Apollo Group, Inc.-Class A (a) ............ 62,718 2,444,121
Shanda Interactive Entertainment
Ltd. (ADR) (a) ........................ 147,508 3,196,498
----------
5,640,619
----------
Printing & Publishing - 1.0%
VistaPrint, Ltd. (a) ...................... 29,850 988,333
----------
Restaurants & Lodging - 1.3%
Chipotle Mexican Grill, Inc.-
Class A (a) ........................... 22,260 1,268,820
----------
Retail - General Merchandise - 2.0%
Coldwater Creek, Inc. (a) ................. 80,930 1,984,404
----------
20,479,890
----------
Health Care - 14.0%
Biotechnology - 7.3%
Affymetrix, Inc. (a) ...................... 102,239 2,357,631
Applera Corp. - Celera Group (a) .......... 120,259 1,682,423
Compugen Ltd. (a) ......................... 233,860 605,697
deCODE genetics, Inc. (a) ................. 160,850 728,651
Illumina, Inc. (a) ........................ 13,300 522,823
Vertex Pharmaceuticals, Inc. (a) .......... 32,030 1,198,563
----------
7,095,788
----------
Medical Products - 4.1%
Cerus Corp. (a) ........................... 223,475 1,309,564
Given Imaging Ltd. (a) .................... 138,780 2,685,393
----------
3,994,957
----------
Medical Services - 2.6%
Cepheid, Inc. (a) ......................... 290,826 2,472,021
----------
13,562,766
----------
Finance - 9.9%
Brokerage & Money Management - 3.4%
International Securities Exchange
Holdings, Inc.-Class A ................ 39,953 1,869,400
TD Ameritrade Holding Corp. ............... 87,483 1,415,475
----------
3,284,875
----------
FSA-31
--------------------------------------------------------------------------------
Separate Account No. 3 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Concluded)
--------------------------------------------------------------------------------
[Download Table]
Company Shares U.S. $ Value
---------------------------------------- -------- -------------
Miscellaneous - 6.5%
Chicago Mercantile Exchange
Holdings, Inc.-Class A ............. 4,061 $2,070,095
Nasdaq Stock Market, Inc. (a) .......... 88,833 2,735,168
NYSE Group, Inc. (a) ................... 15,270 1,484,244
----------
6,289,507
----------
9,574,382
----------
Consumer Staples - 1.0%
Miscellaneous - 1.0%
Panera Bread Co.-Class A (a) ........... 17,690 989,048
----------
Energy - 0.5%
Miscellaneous - 0.5%
Energy Conversion Devices, Inc. (a)..... 14,048 477,351
----------
Total Common Stocks - 100.6%
(cost $96,765,590)................... 97,554,604
----------
[Download Table]
Principal
Amount
Company (000) U.S.$ Value
-------------------------------------- ---------- ---------------
SHORT-TERM DEBT SECURITIES - 1.0%
Time Deposit - 1.0%
JPMorgan Nassau
4.72%, 1/3/2007 ................... $1,000 $ 1,000,108
------------
Total Short-Term Debt Securities - 1.0 %
(amortized cost $1,000,108)........ 1,000,108
------------
Total Investments - 101.6%
(cost/amortized cost
$96,765,698)..................... 98,554,712
------------
Other assets less
liabilities - (1.6)% ............. (1,556,453)
------------
Net Assets - 100.0% .................. $ 96,998,259
============
(a) Non-income producing security.
Glossary:
ADR - American Depositary Receipt
The accompanying notes are an integral part of these financial statements.
FSA-32
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Assets and Liabilities
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
----------------------------------------------------- ----------------- -----------------
AXA Premier VIP AXA Premier VIP
High Yield Technology
----------------------------------------------------- ----------------- -----------------
Assets:
Investments in shares of The Trust - at fair
value .............................................. $ 458,249 $ 2,366,266
Receivable for Trust shares sold .................... 388 --
Receivable for policy-related transactions .......... -- 26,684
----------------------------------------------------- --------- -----------
Total assets ..................................... 458,637 2,392,950
----------------------------------------------------- --------- -----------
Liabilities:
Payable for Trust shares purchased .................. -- 35
Payable for policy-related transactions ............. 771 --
----------------------------------------------------- --------- -----------
Total liabilities ................................ 771 35
----------------------------------------------------- --------- -----------
Net assets .......................................... $ 457,866 $ 2,392,915
===================================================== ========= ===========
Accumulation Units .................................. 457,866 2,392,915
Retained by Equitable Life in Separate Account
No. 66 ............................................. -- --
----------------------------------------------------- --------- -----------
Total net assets .................................... $ 457,866 $ 2,392,915
===================================================== ========= ===========
Investment in shares of the Trust - at cost ......... $ 461,473 $ 2,016,256
Trust shares held
Class A ............................................ 81,707 --
Class B ............................................ -- 215,553
Units outstanding (000's):
MRP ................................................ -- 157
RIA ................................................ 2 3
Unit value:
MRP ................................................ $ -- $ 12.67
RIA ................................................ $ 215.33 $ 130.71
------------------------------------------------------ --------------------- ---------------------
EQ/AllianceBernstein
EQ/AllianceBernstein Intermediate
Growth Government
and Income Securities
------------------------------------------------------ --------------------- ---------------------
Assets:
Investments in shares of The Trust - at fair
value .............................................. $ 4,242,068 $ 2,768,397
Receivable for Trust shares sold .................... 2,966 --
Receivable for policy-related transactions .......... -- --
------------------------------------------------------ ----------- -----------
Total assets ..................................... 4,245,034 2,768,397
------------------------------------------------------ ----------- -----------
Liabilities:
Payable for Trust shares purchased .................. -- 458
Payable for policy-related transactions ............. 3,002 25,623
------------------------------------------------------ ----------- -----------
Total liabilities ................................ 3,002 26,081
------------------------------------------------------ ----------- -----------
Net assets .......................................... $ 4,242,032 $ 2,742,316
====================================================== =========== ===========
Accumulation Units .................................. 4,242,032 2,742,316
Retained by Equitable Life in Separate Account
No. 66 ............................................. -- --
------------------------------------------------------ ----------- -----------
Total net assets .................................... $ 4,242,032 $ 2,742,316
====================================================== =========== ===========
Investment in shares of the Trust - at cost ......... $ 3,720,114 $ 2,860,157
Trust shares held
Class A ............................................ 203,685 35,890
Class B ............................................ -- 25,825
Units outstanding (000's):
MRP ................................................ -- 232
RIA ................................................ 10 2
Unit value:
MRP ................................................ $ -- $ 10.44
RIA ................................................ $ 422.46 $ 188.96
The accompanying notes are an integral part of these financial statements.
FSA-33
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Assets and Liabilities (Continued)
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
----------------------------------------------------- ----------------------
EQ/AllianceBernstein
International
----------------------------------------------------- ----------------------
Assets:
Investments in shares of The Trust - at fair
value .............................................. $ 25,202,848
Receivable for Trust shares sold .................... 4,930
Receivable for policy-related transactions .......... --
----------------------------------------------------- ------------
Total assets ..................................... 25,207,778
----------------------------------------------------- ------------
Liabilities:
Payable for Trust shares purchased .................. --
Payable for policy-related transactions ............. 16,326
----------------------------------------------------- ------------
Total liabilities ................................ 16,326
----------------------------------------------------- ------------
Net assets .......................................... $ 25,191,452
===================================================== ============
Accumulation Units .................................. 25,191,452
Retained by Equitable Life in Separate Account
No. 66 ............................................. --
----------------------------------------------------- ------------
Total net assets .................................... $ 25,191,452
===================================================== ============
Investment in shares of the Trust - at cost ......... $ 18,342,874
Trust shares held
Class A ............................................ 1,747,878
Class B ............................................ --
Units outstanding (000's):
MRP ................................................ 919
RIA ................................................ 16
Unit value:
MRP ................................................ $ 23.73
RIA ................................................ $ 207.19
------------------------------------------------------ --------------------- ---------------------- ---------------------
EQ/AllianceBernstein
EQ/AllianceBernstein EQ/AllianceBernstein Small Cap
Large Cap Growth Quality Bond Growth
------------------------------------------------------ --------------------- ---------------------- ---------------------
Assets:
Investments in shares of The Trust - at fair
value .............................................. $ 273,331 $ 551,182 $ 982,710
Receivable for Trust shares sold .................... 236 484 671
Receivable for policy-related transactions .......... -- -- --
------------------------------------------------------ --------- --------- ---------
Total assets ..................................... 273,567 551,666 983,381
------------------------------------------------------ --------- --------- ---------
Liabilities:
Payable for Trust shares purchased .................. -- -- --
Payable for policy-related transactions ............. 236 483 669
------------------------------------------------------ --------- --------- ---------
Total liabilities ................................ 236 483 669
------------------------------------------------------ --------- --------- ---------
Net assets .......................................... $ 273,331 $ 551,183 $ 982,712
====================================================== ========= ========= =========
Accumulation Units .................................. 273,331 551,183 982,712
Retained by Equitable Life in Separate Account
No. 66 ............................................. -- -- --
------------------------------------------------------ --------- --------- ---------
Total net assets .................................... $ 273,331 $ 551,183 $ 982,712
====================================================== ========= ========= =========
Investment in shares of the Trust - at cost ......... $ 241,617 $ 565,489 $ 792,063
Trust shares held
Class A ............................................ -- 55,122 60,033
Class B ............................................ 35,576 -- --
Units outstanding (000's):
MRP ................................................ -- -- --
RIA ................................................ 4 3 5
Unit value:
MRP ................................................ $ -- $ -- $ --
RIA ................................................ $ 74.14 $ 212.99 $ 190.26
The accompanying notes are an integral part of these financial statements.
FSA-34
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Assets and Liabilities (Continued)
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
----------------------------------------------------- ---------------------- --------------- ----------------- --------------
EQ/Calvert EQ/Capital
EQ/AllianceBernstein Socially EQ/Capital Guardian
Value Responsible Guardian Growth International
----------------------------------------------------- ---------------------- --------------- ----------------- --------------
Assets:
Investments in shares of The Trust - at fair
value .............................................. $ 11,446,708 $ 1,435,562 $ 21,703 $ 3,796,056
Receivable for Trust shares sold .................... -- 1,194 23 --
Receivable for policy-related transactions .......... -- -- -- 6,388
----------------------------------------------------- ------------ ----------- -------- -----------
Total assets ..................................... 11,446,708 1,436,756 21,726 3,802,444
----------------------------------------------------- ------------ ----------- -------- -----------
Liabilities:
Payable for Trust shares purchased .................. 48 -- -- 455
Payable for policy-related transactions ............. 8,782 14,112 23 --
----------------------------------------------------- ------------ ----------- -------- -----------
Total liabilities ................................ 8,830 14,112 23 455
----------------------------------------------------- ------------ ----------- -------- -----------
Net assets .......................................... $ 11,437,878 $ 1,422,644 $ 21,703 $ 3,801,989
===================================================== ============ =========== ======== ===========
Accumulation Units .................................. 11,437,878 1,422,644 21,703 3,801,989
Retained by Equitable Life in Separate Account
No. 66 ............................................. -- -- -- --
----------------------------------------------------- ------------ ----------- -------- -----------
Total net assets .................................... $ 11,437,878 $ 1,422,644 $ 21,703 $ 3,801,989
===================================================== ============ =========== ======== ===========
Investment in shares of the Trust - at cost ......... $ 9,575,179 $ 1,326,709 $ 17,755 $ 3,328,386
Trust shares held
Class A ............................................ -- -- -- --
Class B ............................................ 698,991 168,313 1,549 273,176
Units outstanding (000's):
MRP ................................................ 697 169 -- 260
RIA ................................................ 5 -- -- 2
Unit value:
MRP ................................................ $ 15.27 $ 8.48 $ -- $ 13.52
RIA ................................................ $ 158.83 $ 98.46 $ 81.60 $ 147.17
The accompanying notes are an integral part of these financial statements.
FSA-35
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Assets and Liabilities (Continued)
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
----------------------------------------------------- --------------- --------------- ---------------- -------------
EQ/Capital EQ/Capital
Guardian Guardian EQ/Equity EQ/Evergreen
Research US Equity 500 Index Omega
----------------------------------------------------- --------------- --------------- ---------------- -------------
Assets:
Investments in shares of The Trust - at fair
value .............................................. $ 6,899,806 $ 2,098,764 $ 22,274,916 $ 103,368
Receivable for Trust shares sold .................... 186 -- 2,515 66
Receivable for policy-related transactions .......... 48,214 10,564 22,332 --
----------------------------------------------------- ----------- ----------- ------------ ---------
Total assets ..................................... 6,948,206 2,109,328 22,299,763 103,434
----------------------------------------------------- ----------- ----------- ------------ ---------
Liabilities:
Payable for Trust shares purchased .................. -- 218 -- --
Payable for policy-related transactions ............. -- -- -- 66
----------------------------------------------------- ----------- ----------- ------------ ---------
Total liabilities ................................ -- 218 -- 66
----------------------------------------------------- ----------- ----------- ------------ ---------
Net assets .......................................... $ 6,948,206 $ 2,109,110 $ 22,299,763 $ 103,368
===================================================== =========== =========== ============ =========
Accumulation Units .................................. 6,948,206 2,109,110 22,299,763 103,368
Retained by Equitable Life in Separate Account
No. 66 ............................................. -- -- -- --
----------------------------------------------------- ----------- ----------- ------------ ---------
Total net assets .................................... $ 6,948,206 $ 2,109,110 $ 22,299,763 $ 103,368
===================================================== =========== =========== ============ =========
Investment in shares of the Trust - at cost ......... $ 5,179,274 $ 2,017,130 $ 19,304,241 $ 106,656
Trust shares held
Class A ............................................ -- -- 192,603 --
Class B ............................................ 494,708 177,986 670,049 12,010
Units outstanding (000's):
MRP ................................................ 362 137 1,844 --
RIA ................................................ 3 -- 14 1
Unit value:
MRP ................................................ $ 17.96 $ 15.05 $ 9.37 $ --
RIA ................................................ $ 142.74 $ 136.11 $ 365.64 $ 95.85
The accompanying notes are an integral part of these financial statements.
FSA-36
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Assets and Liabilities (Continued)
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
----------------------------------------------------- ------------- ---------------- --------------- -------------
EQ/FI EQ/GAMCO EQ/Janus
EQ/FI Mid Small Company Large Cap
Mid Cap Cap Value Value Growth
----------------------------------------------------- ------------- ---------------- --------------- -------------
Assets:
Investments in shares of The Trust - at fair
value .............................................. $ 353,339 $ 11,059,494 $ 175,599 $ 248,947
Receivable for Trust shares sold .................... 264 612 -- 97
Receivable for policy-related transactions .......... 3,244 -- -- 681
----------------------------------------------------- --------- ------------ --------- ---------
Total assets ..................................... 356,847 11,060,106 175,599 249,725
----------------------------------------------------- --------- ------------ --------- ---------
Liabilities:
Payable for Trust shares purchased .................. -- -- -- --
Payable for policy-related transactions ............. -- 5,939 -- --
----------------------------------------------------- --------- ------------ --------- ---------
Total liabilities ................................ -- 5,939 -- --
----------------------------------------------------- --------- ------------ --------- ---------
Net assets .......................................... $ 356,847 $ 11,054,167 $ 175,599 $ 249,725
===================================================== ========= ============ ========= =========
Accumulation Units .................................. 356,847 11,054,167 175,599 249,725
Retained by Equitable Life in Separate Account
No. 66 ............................................. -- -- -- --
----------------------------------------------------- --------- ------------ --------- ---------
Total net assets .................................... $ 356,847 $ 11,054,167 $ 175,599 $ 249,725
===================================================== ========= ============ ========= =========
Investment in shares of the Trust - at cost ......... $ 344,891 $ 10,193,473 $ 172,899 $ 231,178
Trust shares held
Class A ............................................ -- -- -- --
Class B ............................................ 33,182 773,275 5,827 36,025
Units outstanding (000's):
MRP ................................................ -- 663 16 --
RIA ................................................ 3 3 -- 4
Unit value:
MRP ................................................ $ -- $ 15.80 $ 10.90 $ --
RIA ................................................ $ 140.14 $ 196.16 $ -- $ 69.36
The accompanying notes are an integral part of these financial statements.
FSA-37
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Assets and Liabilities (Continued)
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
----------------------------------------------------- --------------- ------------ ------------- --------------
EQ/JPMorgan EQ/Mercury EQ/Mercury
Value EQ/Marsico Basic Value International
Opportunities Focus Equity Value
----------------------------------------------------- --------------- ------------ ------------- --------------
Assets:
Investments in shares of The Trust - at fair
value .............................................. $ 399,255 $ 468,157 $ 402,691 $ 400,718
Receivable for Trust shares sold .................... 305 275 307 210
Receivable for policy-related transactions .......... -- -- -- --
----------------------------------------------------- --------- --------- --------- ---------
Total assets ..................................... 399,560 468,432 402,998 400,928
----------------------------------------------------- --------- --------- --------- ---------
Liabilities:
Payable for Trust shares purchased .................. -- -- -- --
Payable for policy-related transactions ............. 305 275 309 205
----------------------------------------------------- --------- --------- --------- ---------
Total liabilities ................................ 305 275 309 205
----------------------------------------------------- --------- --------- --------- ---------
Net assets .......................................... $ 399,255 $ 468,157 $ 402,689 $ 400,723
===================================================== ========= ========= ========= =========
Accumulation Units .................................. 399,255 468,157 402,689 400,723
Retained by Equitable Life in Separate Account
No. 66 ............................................. -- -- -- --
----------------------------------------------------- --------- --------- --------- ---------
Total net assets .................................... $ 399,255 $ 468,157 $ 402,689 $ 400,723
===================================================== ========= ========= ========= =========
Investment in shares of the Trust - at cost ......... $ 326,267 $ 445,606 $ 364,898 $ 325,631
Trust shares held
Class A ............................................ -- -- -- --
Class B ............................................ 28,135 27,898 23,593 24,031
Units outstanding (000's):
MRP ................................................ -- -- -- --
RIA ................................................ 3 3 2 2
Unit value:
MRP ................................................ $ -- $ -- $ -- $ --
RIA ................................................ $ 159.01 $ 164.80 $ 226.87 $ 169.44
The accompanying notes are an integral part of these financial statements.
FSA-38
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Assets and Liabilities (Continued)
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
----------------------------------------------------- ------------------ ----------- --------------- ------------
EQ/MFS EQ/MFS
Emerging Investors EQ/Money EQ/PIMCO
Growth Companies Trust Market Real Return
----------------------------------------------------- ------------------ ----------- --------------- ------------
Assets:
Investments in shares of The Trust - at fair
value .............................................. $ 3,133,164 $ 88,794 $ 1,295,290 $ 83,304
Receivable for Trust shares sold .................... -- 78 818 --
Receivable for policy-related transactions .......... 14,526 -- -- --
----------------------------------------------------- ----------- -------- ----------- --------
Total assets ..................................... 3,147,690 88,872 1,296,108 83,304
----------------------------------------------------- ----------- -------- ----------- --------
Liabilities:
Payable for Trust shares purchased .................. 1,249 -- -- --
Payable for policy-related transactions ............. -- 78 817 --
----------------------------------------------------- ----------- -------- ----------- --------
Total liabilities ................................ 1,249 78 817 --
----------------------------------------------------- ----------- -------- ----------- --------
Net assets .......................................... $ 3,146,441 $ 88,794 $ 1,295,291 $ 83,304
===================================================== =========== ======== =========== ========
Accumulation Units .................................. 3,146,441 88,794 1,295,291 83,304
Retained by Equitable Life in Separate Account
No. 66 ............................................. -- -- -- --
----------------------------------------------------- ----------- -------- ----------- --------
Total net assets .................................... $ 3,146,441 $ 88,794 $ 1,295,291 $ 83,304
===================================================== =========== ======== =========== ========
Investment in shares of the Trust - at cost ......... $ 2,579,695 $ 72,887 $ 1,295,230 $ 86,876
Trust shares held
Class A ............................................ -- -- 1,295,247 --
Class B ............................................ 203,454 7,848 -- 8,519
Units outstanding (000's):
MRP ................................................ 446 -- -- 8
RIA ................................................ 5 1 8 --
Unit value:
MRP ................................................ $ 5.49 $ -- $ -- $ 10.23
RIA ................................................ $ 128.71 $ 113.19 $ 162.84 $ --
The accompanying notes are an integral part of these financial statements.
FSA-39
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Assets and Liabilities (Concluded)
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
----------------------------------------------------- ------------- --------------- -----------------
EQ/Small EQ/Van Kampen
EQ/Small Company Emerging Markets
Cap Value Index Equity
----------------------------------------------------- ------------- --------------- -----------------
Assets:
Investments in shares of The Trust - at fair
value .............................................. $ 597,151 $ 4,869,581 $ 1,369,562
Receivable for Trust shares sold .................... 434 -- --
Receivable for policy-related transactions .......... -- 39,107 1,516
----------------------------------------------------- --------- ----------- -----------
Total assets ..................................... 597,585 4,908,688 1,371,078
----------------------------------------------------- --------- ----------- -----------
Liabilities:
Payable for Trust shares purchased .................. -- 1,372 1,503
Payable for policy-related transactions ............. 434 -- --
----------------------------------------------------- --------- ----------- -----------
Total liabilities ................................ 434 1,372 1,503
----------------------------------------------------- --------- ----------- -----------
Net assets .......................................... $ 597,151 $ 4,907,316 $ 1,369,575
===================================================== ========= =========== ===========
Accumulation Units .................................. 597,151 4,907,316 1,369,575
Retained by Equitable Life in Separate Account
No. 66 ............................................. -- -- --
----------------------------------------------------- --------- ----------- -----------
Total net assets .................................... $ 597,151 $ 4,907,316 $ 1,369,575
===================================================== ========= =========== ===========
Investment in shares of the Trust - at cost ......... $ 599,964 $ 4,478,222 $ 1,188,742
Trust shares held
Class A ............................................ -- -- --
Class B ............................................ 43,553 374,274 84,392
Units outstanding (000's):
MRP ................................................ -- 312 42
RIA ................................................ 3 -- 2
Unit value:
MRP ................................................ $ -- $ 15.59 $ 11.75
RIA ................................................ $ 228.94 $ -- $ 408.83
The accompanying notes are an integral part of these financial statements.
FSA-40
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Operations
For the Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
------------------------------------------------------ ----------------- -----------------
AXA Premier VIP AXA Premier VIP
High Yield Technology
------------------------------------------------------ ----------------- -----------------
Income and Expense:
Investment Income:
Dividends from The Trusts ......................... $51,958 $ --
------------------------------------------------------ ------- ---------
Expenses:
Asset-based charges ............................... (463) (21,497)
------------------------------------------------------ ------- ---------
Net Investment Income (Loss) ......................... 51,495 (21,497)
------------------------------------------------------ ------- ---------
Realized and Unrealized Gain (Loss) on
Investments:
Realized gain (loss) on investments ............... 9,492 112,695
Realized gain distribution from The Trust ......... -- --
------------------------------------------------------ ------- ---------
Net realized gain (loss) ............................ 9,492 112,695
------------------------------------------------------ ------- ---------
Change in unrealized appreciation/(depreciation)
of investments .................................... 24,248 33,214
------------------------------------------------------ ------- ---------
Net Realized and Unrealized Gain (Loss) on
Investments ......................................... 33,740 145,909
------------------------------------------------------ ------- ---------
Net increase (Decrease) In Net Assets From
Operations .......................................... $85,235 $ 124,412
====================================================== ======= =========
------------------------------------------------------- --------------------- ---------------------
EQ/AllianceBernstein
EQ/AllianceBernstein Intermediate
Growth Government
and Income Securities
------------------------------------------------------- --------------------- ---------------------
Income and Expense:
Investment Income:
Dividends from The Trusts ......................... $ 63,048 $ 110,779
------------------------------------------------------- ----------- ---------
Expenses:
Asset-based charges ............................... (2,218) (24,903)
------------------------------------------------------- ----------- ---------
Net Investment Income (Loss) ......................... 60,830 85,876
------------------------------------------------------- ----------- ---------
Realized and Unrealized Gain (Loss) on
Investments:
Realized gain (loss) on investments ............... 630,139 (21,786)
Realized gain distribution from The Trust ......... 194,565 --
------------------------------------------------------- ----------- ---------
Net realized gain (loss) ............................ 824,704 (21,786)
------------------------------------------------------- ----------- ---------
Change in unrealized appreciation/(depreciation)
of investments .................................... (130,336) (4,427)
------------------------------------------------------- ----------- ---------
Net Realized and Unrealized Gain (Loss) on
Investments ......................................... 694,368 (26,213)
------------------------------------------------------- ----------- ---------
Net increase (Decrease) In Net Assets From
Operations .......................................... $ 755,198 $ 59,663
======================================================= =========== =========
The accompanying notes are an integral part of these financial statements.
FSA-41
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Operations (Continued)
For the Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
------------------------------------------------------ ------------------- -------------------
EQ/ EQ/
AllianceBernstein AllianceBernstein
International Large Cap Growth
------------------------------------------------------ ------------------- -------------------
Income and Expense:
Investment Income:
Dividends from The Trusts ......................... $ 385,002 $ --
------------------------------------------------------ ---------- ---------
Expenses:
Asset-based charges ............................... (208,441) --
------------------------------------------------------ ---------- ---------
Net Investment Income (Loss) ......................... 176,561 --
------------------------------------------------------ ---------- ---------
Realized and Unrealized Gain (Loss) on
Investments:
Realized gain (loss) on investments ............... 2,000,149 61,248
Realized gain distribution from The Trust ......... 1,678,625 --
------------------------------------------------------ ---------- ---------
Net realized gain (loss) ............................ 3,678,774 61,248
------------------------------------------------------ ---------- ---------
Change in unrealized appreciation/(depreciation)
of investments .................................... 761,795 (71,981)
------------------------------------------------------ ---------- ---------
Net Realized and Unrealized Gain (Loss) on
Investments ......................................... 4,440,569 (10,733)
------------------------------------------------------ ---------- ---------
Net increase (Decrease) In Net Assets From
Operations .......................................... $4,617,130 $ (10,733)
====================================================== ========== =========
------------------------------------------------------- ------------------ ---------------------
EQ/ EQ/AllianceBernstein
AllianceBernstein Small Cap
Quality Bond Growth
------------------------------------------------------- ------------------ ---------------------
Income and Expense:
Investment Income:
Dividends from The Trusts ......................... $ 22,651 $ --
------------------------------------------------------- ---------- ----------
Expenses:
Asset-based charges ............................... (326) (534)
------------------------------------------------------- ---------- ----------
Net Investment Income (Loss) ......................... 22,325 (534)
------------------------------------------------------- ---------- ----------
Realized and Unrealized Gain (Loss) on
Investments:
Realized gain (loss) on investments ............... (12,546) 99,591
Realized gain distribution from The Trust ......... -- 81,673
------------------------------------------------------- ---------- ----------
Net realized gain (loss) ............................ (12,546) 181,264
------------------------------------------------------- ---------- ----------
Change in unrealized appreciation/(depreciation)
of investments .................................... 15,242 (86,981)
------------------------------------------------------- ---------- ----------
Net Realized and Unrealized Gain (Loss) on
Investments ......................................... 2,696 94,283
------------------------------------------------------- ---------- ----------
Net increase (Decrease) In Net Assets From
Operations .......................................... $ 25,021 $ 93,749
======================================================= ========== ==========
The accompanying notes are an integral part of these financial statements.
FSA-42
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Operations (Continued)
For the Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
------------------------------------------------------ ---------------------- ------------- ----------------- --------------
EQ/Calvert EQ/Capital
EQ/AllianceBernstein Socially EQ/Capital Guardian
Value Responsible Guardian Growth International
------------------------------------------------------ ---------------------- ------------- ----------------- --------------
Income and Expense:
Investment Income:
Dividends from The Trusts ......................... $ 163,440 $ -- $ 34 $ 44,954
------------------------------------------------------ ---------- --------- -------- ---------
Expenses:
Asset-based charges ............................... (96,120) (14,873) -- (30,376)
------------------------------------------------------ ---------- --------- -------- ---------
Net Investment Income (Loss) ......................... 67,320 (14,873) 34 14,578
------------------------------------------------------ ---------- --------- -------- ---------
Realized and Unrealized Gain (Loss) on
Investments:
Realized gain (loss) on investments ............... 351,121 95,910 5,583 135,974
Realized gain distribution from The Trust ......... 622,669 15,233 -- 196,787
------------------------------------------------------ ---------- --------- -------- ---------
Net realized gain (loss) ............................ 973,790 111,143 5,583 332,761
------------------------------------------------------ ---------- --------- -------- ---------
Change in unrealized appreciation/(depreciation)
of investments .................................... 835,051 (44,738) (3,762) 140,164
------------------------------------------------------ ---------- --------- -------- ---------
Net Realized and Unrealized Gain (Loss) on
Investments ......................................... 1,808,841 66,405 1,821 472,925
------------------------------------------------------ ---------- --------- -------- ---------
Net increase (Decrease) In Net Assets From
Operations .......................................... $1,876,161 $ 51,532 $ 1,855 $ 487,503
====================================================== ========== ========= ======== =========
The accompanying notes are an integral part of these financial statements.
FSA-43
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Operations (Continued)
For the Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
------------------------------------------------------ ------------ ------------- --------------- -------------
EQ/Capital EQ/Capital
Guardian Guardian EQ/Equity 500 EQ/Evergreen
Research U.S. Equity Index Omega
------------------------------------------------------ ------------ ------------- --------------- -------------
Income and Expense:
Investment Income:
Dividends from The Trusts ......................... $ 37,612 $ 25,039 $ 335,475 $ 1,816
------------------------------------------------------ --------- --------- ---------- --------
Expenses:
Asset-based charges ............................... (65,931) (19,328) (170,222) --
------------------------------------------------------ --------- --------- ---------- --------
Net Investment Income (Loss) ......................... (28,319) 5,711 165,253 1,816
------------------------------------------------------ --------- --------- ---------- --------
Realized and Unrealized Gain (Loss) on
Investments:
Realized gain (loss) on investments ............... 398,049 40,790 797,977 24
Realized gain distribution from The Trust ......... -- 119,070 613,160 7,740
------------------------------------------------------ --------- --------- ---------- --------
Net realized gain (loss) ............................ 398,049 159,860 1,411,137 7,764
------------------------------------------------------ --------- --------- ---------- --------
Change in unrealized appreciation/(depreciation)
of investments .................................... 330,747 (8,500) 1,198,932 (3,306)
------------------------------------------------------ --------- --------- ---------- --------
Net Realized and Unrealized Gain (Loss) on
Investments ......................................... 728,796 151,360 2,610,069 4,458
------------------------------------------------------ --------- --------- ---------- --------
Net increase (Decrease) In Net Assets From
Operations .......................................... $ 700,477 $ 157,071 $2,775,322 $ 6,274
====================================================== ========= ========= ========== ========
The accompanying notes are an integral part of these financial statements.
FSA-44
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Operations (Continued)
For the Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
------------------------------------------------------ ----------- ------------- --------------- ----------
EQ/FI EQ/GAMCO EQ/Janus
EQ/FI Mid Small Company Large Cap
Mid Cap Cap Value Value Growth
------------------------------------------------------ ----------- ------------- --------------- ----------
Income and Expense:
Investment Income:
Dividends from The Trusts ......................... $ 10,538 $ 32,624 $ 1,853 $ --
------------------------------------------------------ -------- ---------- ------- --------
Expenses:
Asset-based charges ............................... -- (111,579) (593) --
------------------------------------------------------ -------- ---------- ------- --------
Net Investment Income (Loss) ......................... 10,538 (78,955) 1,260 --
------------------------------------------------------ -------- ---------- ------- --------
Realized and Unrealized Gain (Loss) on
Investments:
Realized gain (loss) on investments ............... (6,157) 322,641 1,396 7,171
Realized gain distribution from The Trust ......... 12,665 944,033 7,280 --
------------------------------------------------------ -------- ---------- ------- --------
Net realized gain (loss) ............................ 6,508 1,266,674 8,676 7,171
------------------------------------------------------ -------- ---------- ------- --------
Change in unrealized appreciation/(depreciation)
of investments .................................... 26,838 (14,755) 2,700 (7,161)
------------------------------------------------------ -------- ---------- ------- --------
Net Realized and Unrealized Gain (Loss) on
Investments ......................................... 33,346 1,251,919 11,376 10
------------------------------------------------------ -------- ---------- ------- --------
Net increase (Decrease) In Net Assets From
Operations .......................................... $ 43,884 $1,172,964 $12,636 $ 10
====================================================== ======== ========== ======= ========
The accompanying notes are an integral part of these financial statements.
FSA-45
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Operations (Continued)
For the Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
------------------------------------------------------ --------------- ------------ ------------- --------------
EQ/JPMorgan EQ/Mercury EQ/Mercury
Value EQ/Marsico Basic Value International
Opportunities Focus Equity Value
------------------------------------------------------ --------------- ------------ ------------- --------------
Income and Expense:
Investment Income:
Dividends from The Trusts ......................... $16,188 $ 4,205 $12,301 $ 12,877
------------------------------------------------------ ------- --------- ------- --------
Expenses:
Asset-based charges ............................... -- -- -- --
------------------------------------------------------ ------- --------- ------- --------
Net Investment Income (Loss) ......................... 16,188 4,205 12,301 12,877
------------------------------------------------------ ------- --------- ------- --------
Realized and Unrealized Gain (Loss) on
Investments:
Realized gain (loss) on investments ............... 7,838 65,072 16,198 91,681
Realized gain distribution from The Trust ......... 9,922 7,732 17,856 14,361
------------------------------------------------------ ------- --------- ------- --------
Net realized gain (loss) ............................ 17,670 72,804 34,054 106,042
------------------------------------------------------ ------- --------- ------- --------
Change in unrealized appreciation/(depreciation)
of investments .................................... 34,702 (46,979) 42,202 (3,238)
------------------------------------------------------ ------- --------- ------- --------
Net Realized and Unrealized Gain (Loss) on
Investments ......................................... 52,462 25,825 76,256 102,804
------------------------------------------------------ ------- --------- ------- --------
Net increase (Decrease) In Net Assets From
Operations .......................................... $68,650 $ 30,030 $88,557 $115,681
====================================================== ======= ========= ======= ========
The accompanying notes are an integral part of these financial statements.
FSA-46
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Operations (Continued)
For the Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
------------------------------------------------------ ----------- ----------- ---------- ------------
EQ/MFS
Emerging EQ/MFS
Growth Investors EQ/Money EQ/PIMCO
Companies Trust Market Real Return
------------------------------------------------------ ----------- ----------- ---------- ------------
Income and Expense:
Investment Income:
Dividends from The Trusts ......................... $ -- $ 746 $ 33,624 $ 3,164
------------------------------------------------------ -------- ------- -------- --------
Expenses:
Asset-based charges ............................... (26,997) -- (366) (424)
------------------------------------------------------ -------- ------- -------- --------
Net Investment Income (Loss) ......................... (26,997) 746 33,258 2,740
------------------------------------------------------ -------- ------- -------- --------
Realized and Unrealized Gain (Loss) on
Investments:
Realized gain (loss) on investments ............... 225,206 557 (5,060) 989
Realized gain distribution from The Trust ......... -- -- -- --
------------------------------------------------------ -------- ------- -------- --------
Net realized gain (loss) ............................ 225,206 557 (5,060) 989
------------------------------------------------------ -------- ------- -------- --------
Change in unrealized appreciation/(depreciation)
of investments .................................... 6,752 9,052 5,077 (3,572)
------------------------------------------------------ -------- ------- -------- --------
Net Realized and Unrealized Gain (Loss) on
Investments ......................................... 231,958 9,609 17 (2,583)
------------------------------------------------------ -------- ------- -------- --------
Net increase (Decrease) In Net Assets From
Operations .......................................... $204,961 $10,355 $ 33,275 $ 157
====================================================== ======== ======= ======== ========
The accompanying notes are an integral part of these financial statements.
FSA-47
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Operations (Concluded)
For the Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
------------------------------------------------------ ----------- --------------- -----------------
EQ/Van Kampen
EQ/Small EQ/Small Emerging Markets
Cap Value Company Index Equity
------------------------------------------------------ ----------- --------------- -----------------
Income and Expense:
Investment Income:
Dividends from The Trusts ......................... $ 31,578 $ 56,419 $ 4,872
------------------------------------------------------ -------- --------- --------
Expenses:
Asset-based charges ............................... -- (43,944) (1,649)
------------------------------------------------------ -------- --------- --------
Net Investment Income (Loss) ......................... 31,578 12,475 3,223
------------------------------------------------------ -------- --------- --------
Realized and Unrealized Gain (Loss) on
Investments:
Realized gain (loss) on investments ............... 17,003 160,628 185,011
Realized gain distribution from The Trust ......... 38,487 198,044 98,349
------------------------------------------------------ -------- --------- --------
Net realized gain (loss) ............................ 55,490 358,672 283,360
------------------------------------------------------ -------- --------- --------
Change in unrealized appreciation/(depreciation)
of investments .................................... 14,374 198,332 11,208
------------------------------------------------------ -------- --------- --------
Net Realized and Unrealized Gain (Loss) on
Investments ......................................... 69,864 557,004 294,568
------------------------------------------------------ -------- --------- --------
Net increase (Decrease) In Net Assets From
Operations .......................................... $101,442 $ 569,479 $297,791
====================================================== ======== ========= ========
The accompanying notes are an integral part of these financial statements.
FSA-48
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Enlarge/Download Table]
---------------------------------------------------- --------------------------- ---------------------------
AXA Premier
AXA Premier VIP VIP
High Yield Technology
--------------------------- ---------------------------
2006 2005 2006 2005
---------------------------------------------------- ------------- ------------- ------------- -------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 51,495 $ 85,814 $ (21,497) $ (18,565)
Net realized gain (loss) on investments ........... 9,492 (122,798) 112,695 59,781
Change in unrealized appreciation
(depreciation) of investments ................... 24,248 70,292 33,214 152,349
---------------------------------------------------- ---------- ---------- ---------- ----------
Net increase (decrease) in net assets from
operations ........................................ 85,235 33,308 124,412 193,565
---------------------------------------------------- ---------- ---------- ---------- ----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 78,414 54,147 663,756 630,168
Transfers between funds and guaranteed
interest account, net .......................... (3,357) 9,328 (330,203) (49,799)
Transfers for contract benefits and
terminations ................................... (793,238) (81,128) (197,202) (307,845)
Contract maintenance charges .................... (8,409) (9,942) (3,955) (4,074)
---------------------------------------------------- ---------- ---------- ---------- ----------
Net increase (decrease) in net assets from
contractowners transactions ....................... (726,590) (27,595) 132,396 268,450
---------------------------------------------------- ---------- ---------- ---------- ----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (4,119) -- (1,345)
---------------------------------------------------- ---------- ---------- ---------- ----------
Increase (Decrease) in Net Assets .................. (641,355) 1,594 256,808 460,670
Net Assets--Beginning of Period .................... 1,099,221 1,097,627 2,136,107 1,675,437
---------------------------------------------------- ---------- ---------- ---------- ----------
Net Assets--End of Period .......................... $ 457,866 $1,099,221 $2,392,915 $2,136,107
==================================================== ========== ========== ========== ==========
---------------------------------------------------- -------------------------------
EQ/AllianceBernstein
Growth
and Income
-------------------------------
2006 2005
---------------------------------------------------- --------------- ---------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 60,830 $ 58,269
Net realized gain (loss) on investments ........... 824,704 263,359
Change in unrealized appreciation
(depreciation) of investments ................... (130,336) (24,152)
---------------------------------------------------- ------------- -------------
Net increase (decrease) in net assets from
operations ........................................ 755,198 297,476
---------------------------------------------------- ------------- -------------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 275,833 524,989
Transfers between funds and guaranteed
interest account, net .......................... 58,300 116,034
Transfers for contract benefits and
terminations ................................... (1,466,946) (2,451,592)
Contract maintenance charges .................... (42,544) (55,708)
---------------------------------------------------- ------------- -------------
Net increase (decrease) in net assets from
contractowners transactions ....................... (1,175,357) (1,866,277)
---------------------------------------------------- ------------- -------------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (16,612)
---------------------------------------------------- ------------- -------------
Increase (Decrease) in Net Assets .................. (420,159) (1,585,413)
Net Assets--Beginning of Period .................... 4,662,191 6,247,604
---------------------------------------------------- ------------- -------------
Net Assets--End of Period .......................... $ 4,242,032 $ 4,662,191
==================================================== ============= =============
The accompanying notes are an integral part of these financial statements.
FSA-49
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Continued)
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Enlarge/Download Table]
---------------------------------------------------- ------------------------------
EQ/AllianceBernstein
Intermediate
Government
Securities
------------------------------
2006 2005
---------------------------------------------------- -------------- ---------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 85,876 $ 70,798
Net realized gain (loss) on investments ........... (21,786) (64,665)
Change in unrealized appreciation
(depreciation) of investments ................... (4,427) 142,783
---------------------------------------------------- ---------- ----------
Net increase (decrease) in net assets from
operations ........................................ 59,663 148,916
---------------------------------------------------- ---------- ----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 768,142 1,253,878
Transfers between funds and guaranteed
interest account, net .......................... (323,349) (338,467)
Transfers for contract benefits and
terminations ................................... (475,549) (9,959,936)
Contract maintenance charges .................... (3,667) (17,851)
---------------------------------------------------- ---------- ----------
Net increase (decrease) in net assets from
contractowners transactions ....................... (34,423) (9,062,376)
---------------------------------------------------- ---------- ----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (3,139)
---------------------------------------------------- ---------- ----------
Increase (Decrease) in Net Assets .................. 25,240 (8,916,599)
Net Assets--Beginning of Period .................... 2,717,076 11,633,675
---------------------------------------------------- ---------- ----------
Net Assets--End of Period .......................... $2,742,316 $2,717,076
==================================================== ========== ==========
---------------------------------------------------- ------------------------------- ---------------------------
EQ/AllianceBernstein EQ/AllianceBernstein
International Large Cap Growth
------------------------------- ---------------------------
2006 2005 2006 2005
---------------------------------------------------- --------------- --------------- ------------- -------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 176,561 $ 156,212 $ -- $ --
Net realized gain (loss) on investments ........... 3,678,774 1,406,093 61,248 (30,229)
Change in unrealized appreciation
(depreciation) of investments ................... 761,795 990,072 (71,981) 124,789
---------------------------------------------------- ----------- ----------- ----------- -----------
Net increase (decrease) in net assets from
operations ........................................ 4,617,130 2,552,377 (10,733) 94,560
---------------------------------------------------- ----------- ----------- ----------- -----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 4,665,381 3,480,506 98,177 23,512
Transfers between funds and guaranteed
interest account, net .......................... (736,366) (123,175) (26,697) (2,314)
Transfers for contract benefits and
terminations ................................... (3,101,592) (4,159,876) (201,290) (587,333)
Contract maintenance charges .................... (30,593) (33,653) (3,567) (7,753)
---------------------------------------------------- ----------- ----------- ----------- -----------
Net increase (decrease) in net assets from
contractowners transactions ....................... 796,830 (836,198) (133,377) (573,888)
---------------------------------------------------- ----------- ----------- ----------- -----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (6,607) -- (2,214)
---------------------------------------------------- ----------- ----------- ----------- -----------
Increase (Decrease) in Net Assets .................. 5,413,960 1,709,572 (144,110) (481,542)
Net Assets--Beginning of Period .................... 19,777,492 18,067,920 417,441 898,983
---------------------------------------------------- ----------- ----------- ----------- -----------
Net Assets--End of Period .......................... $25,191,452 $19,777,492 $ 273,331 $ 417,441
==================================================== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
FSA-50
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Continued)
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Enlarge/Download Table]
---------------------------------------------------- ---------------------------- ---------------------------
EQ/AllianceBernstein
EQ/AllianceBernstein Small Cap
Quality Bond Growth
---------------------------- ---------------------------
2006 2005 2006 2005
---------------------------------------------------- ------------- -------------- ------------- -------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 22,325 $ 43,578 $ (534) $ (666)
Net realized gain (loss) on investments ........... (12,546) 10,089 181,264 237,961
Change in unrealized appreciation
(depreciation) of investments ................... 15,242 (20,890) (86,981) (110,402)
---------------------------------------------------- ---------- ---------- ---------- ----------
Net increase (decrease) in net assets from
operations ........................................ 25,021 32,777 93,749 126,893
---------------------------------------------------- ---------- ---------- ---------- ----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 117,714 139,843 28,147 157,892
Transfers between funds and guaranteed
interest account, net .......................... (48,086) (129,654) 25,357 (80,030)
Transfers for contract benefits and
terminations ................................... (600,138) (651,427) (218,434) (606,411)
Contract maintenance charges .................... (6,575) (11,385) (9,166) (12,097)
---------------------------------------------------- ---------- ---------- ---------- ----------
Net increase (decrease) in net assets from
contractowners transactions ....................... (537,085) (652,623) (174,096) (540,646)
---------------------------------------------------- ---------- ---------- ---------- ----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (2,843) -- (3,480)
---------------------------------------------------- ---------- ---------- ---------- ----------
Increase (Decrease) in Net Assets .................. (512,064) (622,689) (80,347) (417,233)
Net Assets--Beginning of Period .................... 1,063,247 1,685,936 1,063,059 1,480,292
---------------------------------------------------- ---------- ---------- ---------- ----------
Net Assets--End of Period .......................... $ 551,183 $1,063,247 $ 982,712 $1,063,059
==================================================== ========== ========== ========== ==========
---------------------------------------------------- --------------------------------
EQ/AllianceBernstein
Value
--------------------------------
2006 2005
---------------------------------------------------- --------------- ----------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 67,320 $ 14,790
Net realized gain (loss) on investments ........... 973,790 2,387,056
Change in unrealized appreciation
(depreciation) of investments ................... 835,051 (1,948,663)
---------------------------------------------------- ----------- -----------
Net increase (decrease) in net assets from
operations ........................................ 1,876,161 453,183
---------------------------------------------------- ----------- -----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 2,441,926 1,827,146
Transfers between funds and guaranteed
interest account, net .......................... (396,077) (63,718)
Transfers for contract benefits and
terminations ................................... (1,400,650) (12,752,144)
Contract maintenance charges .................... (7,643) (24,068)
---------------------------------------------------- ----------- -----------
Net increase (decrease) in net assets from
contractowners transactions ....................... 637,556 (11,012,784)
---------------------------------------------------- ----------- -----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (3,588)
---------------------------------------------------- ----------- -----------
Increase (Decrease) in Net Assets .................. 2,513,717 (10,563,189)
Net Assets--Beginning of Period .................... 8,924,161 19,487,350
---------------------------------------------------- ----------- -----------
Net Assets--End of Period .......................... $11,437,878 $ 8,924,161
==================================================== =========== ===========
The accompanying notes are an integral part of these financial statements.
FSA-51
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Continued)
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Enlarge/Download Table]
---------------------------------------------------- --------------------------- ------------------------
EQ/Calvert
Socially EQ/Capital
Responsible Guardian Growth
--------------------------- ------------------------
2006 2005 2006 2005
---------------------------------------------------- ------------- ------------- ------------ -----------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ (14,873) $ (12,491) $ 34 $ 85
Net realized gain (loss) on investments ........... 111,143 55,524 5,583 696
Change in unrealized appreciation
(depreciation) of investments ................... (44,738) 42,893 (3,762) 1,139
---------------------------------------------------- ---------- ---------- ---------- --------
Net increase (decrease) in net assets from
operations ........................................ 51,532 85,926 1,855 1,920
---------------------------------------------------- ---------- ---------- ---------- --------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 451,826 355,940 1,529 1,143
Transfers between funds and guaranteed
interest account, net .......................... (74,650) (91,166) (948) --
Transfers for contract benefits and
terminations ................................... (238,570) (127,052) (20,236) (110)
Contract maintenance charges .................... (40) (34) (325) (438)
---------------------------------------------------- ---------- ---------- ---------- --------
Net increase (decrease) in net assets from
contractowners transactions ....................... 138,566 137,688 (19,980) 595
---------------------------------------------------- ---------- ---------- ---------- --------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (1,335) -- (1,891)
---------------------------------------------------- ---------- ---------- ---------- --------
Increase (Decrease) in Net Assets .................. 190,098 222,279 (18,125) 624
Net Assets--Beginning of Period .................... 1,232,546 1,010,267 39,828 39,204
---------------------------------------------------- ---------- ---------- ---------- --------
Net Assets--End of Period .......................... $1,422,644 $1,232,546 $ 21,703 $ 39,828
==================================================== ========== ========== ========== ========
---------------------------------------------------- -----------------------------
EQ/Capital
Guardian
International
-----------------------------
2006 2005
---------------------------------------------------- -------------- --------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 14,578 $ 11,262
Net realized gain (loss) on investments ........... 332,761 75,025
Change in unrealized appreciation
(depreciation) of investments ................... 140,164 172,630
---------------------------------------------------- ---------- ----------
Net increase (decrease) in net assets from
operations ........................................ 487,503 258,917
---------------------------------------------------- ---------- ----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 1,502,737 983,006
Transfers between funds and guaranteed
interest account, net .......................... 77,553 (31,441)
Transfers for contract benefits and
terminations ................................... (303,083) (287,805)
Contract maintenance charges .................... (1,693) (1,685)
---------------------------------------------------- ---------- ----------
Net increase (decrease) in net assets from
contractowners transactions ....................... 1,275,514 662,075
---------------------------------------------------- ---------- ----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (1,695)
---------------------------------------------------- ---------- ----------
Increase (Decrease) in Net Assets .................. 1,763,017 919,297
Net Assets--Beginning of Period .................... 2,038,972 1,119,675
---------------------------------------------------- ---------- ----------
Net Assets--End of Period .......................... $3,801,989 $2,038,972
==================================================== ========== ==========
The accompanying notes are an integral part of these financial statements.
FSA-52
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Continued)
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Enlarge/Download Table]
---------------------------------------------------- ----------------------------- ----------------------------
EQ/Capital EQ/Capital
Guardian Guardian
Research U.S. Equity
----------------------------- ----------------------------
2006 2005 2006 2005
---------------------------------------------------- --------------- ------------- ------------- --------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ (28,319) $ (31,103) $ 5,711 $ (7,605)
Net realized gain (loss) on investments ........... 398,049 323,083 159,860 216,382
Change in unrealized appreciation
(depreciation) of investments ................... 330,747 (92) (8,500) (126,240)
---------------------------------------------------- ------------- ---------- ---------- ----------
Net increase (decrease) in net assets from
operations ........................................ 700,477 291,888 157,071 82,537
---------------------------------------------------- ------------- ---------- ---------- ----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 1,082,307 1,056,040 564,091 504,017
Transfers between funds and guaranteed
interest account, net .......................... (174,174) (436,485) (72,311) (194,056)
Transfers for contract benefits and
terminations ................................... (1,054,613) (968,544) (180,158) (461,278)
Contract maintenance charges .................... (3,454) (5,229) (494) (1,855)
---------------------------------------------------- ------------- ---------- ---------- ----------
Net increase (decrease) in net assets from
contractowners transactions ....................... (149,934) (354,218) 311,128 (153,172)
---------------------------------------------------- ------------- ---------- ---------- ----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (1,953) -- (1,718)
---------------------------------------------------- ------------- ---------- ---------- ----------
Increase (Decrease) in Net Assets .................. 550,543 (64,283) 468,199 (72,353)
Net Assets--Beginning of Period .................... 6,397,663 6,461,946 1,640,911 1,713,264
---------------------------------------------------- ------------- ---------- ---------- ----------
Net Assets--End of Period .......................... $ 6,948,206 $6,397,663 $2,109,110 $1,640,911
==================================================== ============= ========== ========== ==========
---------------------------------------------------- -------------------------------
EQ/Equity 500
Index
-------------------------------
2006 2005
---------------------------------------------------- --------------- ---------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 165,253 $ 98,073
Net realized gain (loss) on investments ........... 1,411,137 295,543
Change in unrealized appreciation
(depreciation) of investments ................... 1,198,932 315,903
---------------------------------------------------- ----------- -----------
Net increase (decrease) in net assets from
operations ........................................ 2,775,322 709,519
---------------------------------------------------- ----------- -----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 3,706,509 4,064,829
Transfers between funds and guaranteed
interest account, net .......................... (1,175,212) (1,238,277)
Transfers for contract benefits and
terminations ................................... (2,270,726) (4,558,163)
Contract maintenance charges .................... (46,287) (56,362)
---------------------------------------------------- ----------- -----------
Net increase (decrease) in net assets from
contractowners transactions ....................... 214,284 (1,787,973)
---------------------------------------------------- ----------- -----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (15,138)
---------------------------------------------------- ----------- -----------
Increase (Decrease) in Net Assets .................. 2,989,606 (1,093,592)
Net Assets--Beginning of Period .................... 19,310,157 20,403,749
---------------------------------------------------- ----------- -----------
Net Assets--End of Period .......................... $22,299,763 $19,310,157
==================================================== =========== ===========
The accompanying notes are an integral part of these financial statements.
FSA-53
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Continued)
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Enlarge/Download Table]
---------------------------------------------------- ------------------------ ---------------------------
EQ/Evergreen EQ/FI
Omega Mid Cap
------------------------ ---------------------------
2006 2005 2006 2005
---------------------------------------------------- ----------- ------------ ------------- -------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 1,816 $ 19 $ 10,538 $ 50,185
Net realized gain (loss) on investments ........... 7,764 7,892 6,508 143,384
Change in unrealized appreciation
(depreciation) of investments ................... (3,306) (7,906) 26,838 (153,775)
---------------------------------------------------- -------- ---------- ----------- -----------
Net increase (decrease) in net assets from
operations ........................................ 6,274 5 43,884 39,794
---------------------------------------------------- -------- ---------- ----------- -----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 81 1,762 145,618 22,537
Transfers between funds and guaranteed
interest account, net .......................... 96,801 (9,918) (34,343) 247,644
Transfers for contract benefits and
terminations ................................... (116) (51,643) (290,967) (463,512)
Contract maintenance charges .................... (70) (489) (3,739) (6,407)
---------------------------------------------------- -------- ---------- ----------- -----------
Net increase (decrease) in net assets from
contractowners transactions ....................... 96,696 (60,288) (183,431) (199,738)
---------------------------------------------------- -------- ---------- ----------- -----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (1,318) -- (1,890)
---------------------------------------------------- -------- ---------- ----------- -----------
Increase (Decrease) in Net Assets .................. 102,970 (61,601) (139,547) (161,834)
Net Assets--Beginning of Period .................... 398 61,999 496,394 658,228
---------------------------------------------------- -------- ---------- ----------- -----------
Net Assets--End of Period .......................... $103,368 $ 398 $ 356,847 $ 496,394
==================================================== ======== ========== =========== ===========
---------------------------------------------------- -------------------------------
EQ/FI
Mid
Cap Value
-------------------------------
2006 2005
---------------------------------------------------- --------------- ---------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ (78,955) $ 375,976
Net realized gain (loss) on investments ........... 1,266,674 847,992
Change in unrealized appreciation
(depreciation) of investments ................... (14,755) (252,126)
---------------------------------------------------- ----------- -----------
Net increase (decrease) in net assets from
operations ........................................ 1,172,964 971,842
---------------------------------------------------- ----------- -----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 2,172,154 3,494,069
Transfers between funds and guaranteed
interest account, net .......................... (1,095,299) 252,636
Transfers for contract benefits and
terminations ................................... (2,110,909) (1,160,794)
Contract maintenance charges .................... (6,010) (8,105)
---------------------------------------------------- ----------- -----------
Net increase (decrease) in net assets from
contractowners transactions ....................... (1,040,064) 2,577,806
---------------------------------------------------- ----------- -----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (2,543)
---------------------------------------------------- ----------- -----------
Increase (Decrease) in Net Assets .................. 132,900 3,547,105
Net Assets--Beginning of Period .................... 10,921,267 7,374,162
---------------------------------------------------- ----------- -----------
Net Assets--End of Period .......................... $11,054,167 $10,921,267
==================================================== =========== ===========
The accompanying notes are an integral part of these financial statements.
FSA-54
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Continued)
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Enlarge/Download Table]
---------------------------------------------------- --------------- ------------------------- ---------------------------
EQ/GAMCO EQ/Janus EQ/JPMorgan
Small Company Large Cap Value
Value Growth Opportunities
--------------- ------------------------- ---------------------------
2006 2006 2005 2006 2005
---------------------------------------------------- --------------- ----------- ----------- ------------ ------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 1,260 $ -- $ 3 $ 16,188 $ 5,556
Net realized gain (loss) on investments ........... 8,676 7,171 17,367 17,760 (449)
Change in unrealized appreciation (depreciation)
of investments .................................. 2,700 (7,161) (3,833) 34,702 8,306
---------------------------------------------------- -------- --------- --------- --------- ---------
Net increase (decrease) in net assets from
operations ........................................ 12,636 10 13,537 68,650 13,413
---------------------------------------------------- -------- --------- --------- --------- ---------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 128,828 29,987 (147) 3,292 70,747
Transfers between funds and guaranteed
interest account, net .......................... 34,254 136,067 -- 24,000 (55)
Transfers for contract benefits and
terminations ................................... (119) (20,645) (86,396) (52,785) (79,014)
Contract maintenance charges .................... -- (1,739) (1,686) (3,745) (3,739)
---------------------------------------------------- -------- --------- --------- --------- ---------
Net increase (decrease) in net assets from
contractowners transactions ....................... 162,963 143,670 (88,229) (29,238) (12,061)
---------------------------------------------------- -------- --------- --------- --------- ---------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- -- (1,070) -- (1,891)
---------------------------------------------------- -------- --------- --------- --------- ---------
Increase (Decrease) in Net Assets .................. 175,599 143,680 (75,762) 39,412 (539)
Net Assets--Beginning of Period .................... -- 106,045 181,807 359,843 360,382
---------------------------------------------------- -------- --------- --------- --------- ---------
Net Assets--End of Period .......................... $175,599 $ 249,725 $ 106,045 $ 399,255 $ 359,843
==================================================== ======== ========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
FSA-55
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Continued)
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Enlarge/Download Table]
---------------------------------------------------- -------------------------- ---------------------------
EQ/Mercury
EQ/Marsico Basic Value
Focus Equity
-------------------------- ---------------------------
2006 2005 2006 2005
---------------------------------------------------- ------------- ------------ ------------- -------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 4,205 $ -- $ 12,301 $ 8,978
Net realized gain (loss) on investments ........... 72,804 71,473 34,054 218,148
Change in unrealized appreciation
(depreciation) of investments ................... (46,979) 1,198 42,202 (229,283)
---------------------------------------------------- ----------- --------- ----------- ----------
Net increase (decrease) in net assets from
operations ........................................ 30,030 72,671 88,557 (2,157)
---------------------------------------------------- ----------- --------- ----------- ----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 33,681 18,262 17,000 86,624
Transfers between funds and guaranteed
interest account, net .......................... (99,614) 278,350 12,000 (173,486)
Transfers for contract benefits and
terminations ................................... (166,682) (86,229) (171,000) (698,829)
Contract maintenance charges .................... (5,109) (6,014) (4,614) (8,996)
---------------------------------------------------- ----------- --------- ----------- ----------
Net increase (decrease) in net assets from
contractowners transactions ....................... (237,724) 204,369 (146,614) (794,687)
---------------------------------------------------- ----------- --------- ----------- ----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... 1 (2,105) 1 (2,635)
---------------------------------------------------- ----------- --------- ----------- ----------
Increase (Decrease) in Net Assets .................. (207,693) 274,935 (58,056) (799,479)
Net Assets--Beginning of Period .................... 675,850 400,915 460,745 1,260,224
---------------------------------------------------- ----------- --------- ----------- ----------
Net Assets--End of Period .......................... $ 468,157 $ 675,850 $ 402,689 $ 460,745
==================================================== =========== ========= =========== ==========
---------------------------------------------------- ---------------------------
EQ/Mercury
International
Value
---------------------------
2006 2005
---------------------------------------------------- ------------- -------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 12,877 $ 8,595
Net realized gain (loss) on investments ........... 106,042 39,933
Change in unrealized appreciation
(depreciation) of investments ................... (3,238) 7,161
---------------------------------------------------- ----------- -----------
Net increase (decrease) in net assets from
operations ........................................ 115,681 55,689
---------------------------------------------------- ----------- -----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 5,508 166,234
Transfers between funds and guaranteed
interest account, net .......................... 14,601 150,738
Transfers for contract benefits and
terminations ................................... (248,280) (131,717)
Contract maintenance charges .................... (4,871) (4,042)
---------------------------------------------------- ----------- -----------
Net increase (decrease) in net assets from
contractowners transactions ....................... (233,042) 181,213
---------------------------------------------------- ----------- -----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... 3 (1,954)
---------------------------------------------------- ----------- -----------
Increase (Decrease) in Net Assets .................. (117,358) 234,948
Net Assets--Beginning of Period .................... 518,081 283,133
---------------------------------------------------- ----------- -----------
Net Assets--End of Period .......................... $ 400,723 $ 518,081
==================================================== =========== ===========
The accompanying notes are an integral part of these financial statements.
FSA-56
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Continued)
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Enlarge/Download Table]
---------------------------------------------------- -----------------------------
EQ/MFS
Emerging
Growth
Companies
-----------------------------
2006 2005
---------------------------------------------------- ------------- ---------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ (26,997) $ (22,193)
Net realized gain (loss) on investments ........... 225,206 176,117
Change in unrealized appreciation
(depreciation) of investments ................... 6,752 59,588
---------------------------------------------------- ---------- -------------
Net increase (decrease) in net assets from
operations ........................................ 204,961 213,512
---------------------------------------------------- ---------- -------------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 763,337 847,611
Transfers between funds and guaranteed
interest account, net .......................... (189,824) (141,222)
Transfers for contract benefits and
terminations ................................... (540,668) (1,300,744)
Contract maintenance charges .................... (6,765) (10,227)
---------------------------------------------------- ---------- -------------
Net increase (decrease) in net assets from
contractowners transactions ....................... 26,080 (604,582)
---------------------------------------------------- ---------- -------------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (1,707)
---------------------------------------------------- ---------- -------------
Increase (Decrease) in Net Assets .................. 231,041 (392,777)
Net Assets--Beginning of Period .................... 2,915,400 3,308,177
---------------------------------------------------- ---------- -------------
Net Assets--End of Period .......................... $3,146,441 $ 2,915,400
==================================================== ========== =============
---------------------------------------------------- ------------------------- ---------------------------
EQ/MFS
Investors EQ/Money
Trust Market
------------------------- ---------------------------
2006 2005 2006 2005
---------------------------------------------------- ------------ ------------ ------------- -------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 746 $ 476 $ 33,258 $ 41,502
Net realized gain (loss) on investments ........... 557 (2,217) (5,060) (2,714)
Change in unrealized appreciation
(depreciation) of investments ................... 9,052 9,001 5,077 1,205
---------------------------------------------------- ---------- ---------- ---------- ----------
Net increase (decrease) in net assets from
operations ........................................ 10,355 7,260 33,275 39,993
---------------------------------------------------- ---------- ---------- ---------- ----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 12,125 1,191 554,292 94,914
Transfers between funds and guaranteed
interest account, net .......................... -- 49,240 410,828 (39,366)
Transfers for contract benefits and
terminations ................................... (30,000) (13,645) (664,796) (721,036)
Contract maintenance charges .................... (905) (932) (7,310) (13,680)
---------------------------------------------------- ---------- ---------- ---------- ----------
Net increase (decrease) in net assets from
contractowners transactions ....................... (18,780) 35,854 293,014 (679,168)
---------------------------------------------------- ---------- ---------- ---------- ----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (1,436) -- (2,069)
---------------------------------------------------- ---------- ---------- ---------- ----------
Increase (Decrease) in Net Assets .................. (8,425) 41,678 326,289 (641,244)
Net Assets--Beginning of Period .................... 97,219 55,541 969,002 1,610,246
---------------------------------------------------- ---------- ---------- ---------- ----------
Net Assets--End of Period .......................... $ 88,794 $ 97,219 $1,295,291 $ 969,002
==================================================== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
FSA-57
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Continued)
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Enlarge/Download Table]
--------------------------------------------------------------------------------------------------------------------------
EQ/Small
EQ/PIMCO EQ/Small Cap Company
Real Return Value Index
------------- -------------------------- ----------------------------
2006 2006 2005 2006 2005
---------------------------------------------------- ------------- ------------ ------------- -------------- -------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 2,740 $ 31,578 $ 35,459 $ 12,475 $ 452
Net realized gain (loss) on investments ........... 989 55,490 125,170 358,672 401,984
Change in unrealized appreciation
(depreciation) of investments ................... (3,572) 14,374 (117,326) 198,332 (301,838)
---------------------------------------------------- -------- -------- ---------- ---------- ----------
Net increase (decrease) in net assets from
operations ........................................ 157 101,442 43,303 569,479 100,598
---------------------------------------------------- -------- -------- ---------- ---------- ----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 79,078 5,213 54,411 1,666,967 982,369
Transfers between funds and guaranteed
interest account, net .......................... 4,169 (36,713) 150,935 (98,211) (509,150)
Transfers for contract benefits and
terminations ................................... (100) (215,411) (333,946) (436,885) (246,050)
Contract maintenance charges .................... -- (6,214) (8,668) -- --
---------------------------------------------------- -------- -------- ---------- ---------- ----------
Net increase (decrease) in net assets from
contractowners transactions ....................... 83,147 (253,125) (137,268) 1,131,871 227,169
---------------------------------------------------- -------- -------- ---------- ---------- ----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- -- (2,909) -- --
---------------------------------------------------- -------- -------- ---------- ---------- ----------
Increase (Decrease) in Net Assets .................. 83,304 (151,683) (96,874) 1,701,350 327,767
Net Assets--Beginning of Period .................... -- 748,834 845,708 3,205,966 2,878,199
---------------------------------------------------- -------- -------- ---------- ---------- ----------
Net Assets--End of Period .......................... $ 83,304 $597,151 $ 748,834 $4,907,316 $3,205,966
==================================================== ======== ======== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
FSA-58
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Concluded)
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Download Table]
---------------------------------------------------- ---------------------------
EQ/Van Kampen
Emerging Markets
Equity
---------------------------
2006 2005
---------------------------------------------------- ------------- -------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 3,223 $ 2,339
Net realized gain (loss) on investments ........... 283,360 81,555
Change in unrealized appreciation
(depreciation) of investments ................... 11,208 55,663
---------------------------------------------------- ---------- ----------
Net increase (decrease) in net assets from
operations ........................................ 297,791 139,557
---------------------------------------------------- ---------- ----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 387,097 13,269
Transfers between funds and guaranteed
interest account, net .......................... 420,817 96,365
Transfers for contract benefits and
terminations ................................... (247,042) (109,149)
Contract maintenance charges .................... (5,579) (4,827)
---------------------------------------------------- ---------- ----------
Net increase (decrease) in net assets from
contractowners transactions ....................... 555,293 (4,342)
---------------------------------------------------- ---------- ----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (3,329)
---------------------------------------------------- ---------- ----------
Increase (Decrease) in Net Assets .................. 853,084 131,886
Net Assets--Beginning of Period .................... 516,491 384,605
---------------------------------------------------- ---------- ----------
Net Assets--End of Period .......................... $1,369,575 $ 516,491
==================================================== ========== ==========
The accompanying notes are an integral part of these financial statements.
FSA-59
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements
December 31, 2006
--------------------------------------------------------------------------------
1. Organization
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled), and
66 (collectively, the Funds or Accounts) of AXA Equitable Life Insurance
Company ("AXA Equitable"), a subsidiary of AXA Financial, Inc., were
established and maintained in conformity with the New York State Insurance
Law. Pursuant to such law, to the extent provided in the applicable
contracts, the net assets in the Funds are not chargeable with liabilities
arising out of any other business of AXA Equitable. These financial
statements reflect the total net assets and results of operations for
Separate Account Nos. 13, 10, 4, 3 and 66. Annuity contracts issued by AXA
Equitable are Momentum Strategy, Retirement Investment Account ("RIA"),
Members Retirement Program ("MRP"), American Dental Association Members
Retirement Program ("ADA") and Equi-Pen-Plus ("EPP") (collectively, the
Plans). Institutional reflects investments in Funds by group annuity
contracts issued by AXA Equitable. Assets of the Plans and Institutional are
invested in a number of investment Funds (available Funds vary by Plan).
Separate Account No. 66 consists of 31 investment options. The Account
invests in shares of mutual funds of EQ Advisors Trust ("EQAT") and AXA
Premier VIP Trust ("VIP") (collectively "The Trusts"). The Trusts are
open-end diversified management companies that sell shares of a portfolio
("Portfolio") of a mutual fund to separate accounts of insurance companies.
Each Portfolio of the Trusts has separate investment objectives. These
financial statements and notes are those of the Account.
The contractowners invest in Separate Account Nos. 13, 10, 4, 3 and 66 under
the following respective names:
Momentum Strategy
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Separate Account No. 13 The AllianceBernstein Bond Fund(9)
Separate Account No. 10 The AllianceBernstein Balanced Fund(10)
Separate Account No. 4 The AllianceBernstein Growth Equity Fund(11)
Separate Account No. 3 The AllianceBernstein Mid Cap Growth Fund(12)
RIA
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Separate Account No. 13 The AllianceBernstein Bond Fund(9)
Separate Account No. 10 The AllianceBernstein Balanced Fund(10)
Separate Account No. 4 The AllianceBernstein Common Stock Fund(13)
Separate Account No. 3 The AllianceBernstein Mid Cap Growth Fund(12)
FSA-60
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
1. Organization (Continued)
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Separate Account No. 66: AXA Premier VIP High Yield EQ/Capital Guardian Research
AXA Premier VIP Technology EQ/Capital Guardian U.S. Equity
EQ/AllianceBernstein Growth EQ/Equity 500 Index
and Income(1) EQ/Evergreen Omega
EQ/AllianceBernstein Intermediate EQ/FI Mid Cap
Government Securities(2) EQ/FI Mid Cap Value(14)
EQ/AllianceBernstein EQ/Janus Large Cap Growth
International(3) EQ/JPMorgan Value
EQ/AllianceBernstein Large Cap Opportunities
Growth(4) EQ/Marsico Focus
EQ/AllianceBernstein Quality EQ/Mercury Basic Value Equity
Bond(5) EQ/Mercury International Value
EQ/AllianceBernstein Small Cap EQ/MFS Emerging Growth
Growth(6) Companies
EQ/AllianceBernstein Value(7) EQ/MFS Investors Trust
EQ/Calvert Socially Responsible EQ/Money Market
EQ/Capital Guardian Growth EQ/Small Cap Value(8)
EQ/Capital Guardian International EQ/Van Kampen Emerging
Markets Equity
MRP
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Separate Account No. 10 The AllianceBernstein Balanced
Fund(10)
Separate Account No. 4 The AllianceBernstein Growth
Equity Fund(11)
Separate Account No. 3 The AllianceBernstein Mid Cap
Growth Fund(12)
Separate Account No. 66: AXA Premier VIP Technology EQ/Equity 500 Index
EQ/AllianceBernstein Intermediate EQ/FI Mid Cap Value(14)
Government Securities(2) EQ/GAMCO Small Company
EQ/AllianceBernstein Value
International(3) EQ/MFS Emerging Growth
EQ/AllianceBernstein Value(7) Companies
EQ/Calvert Socially Responsible EQ/PIMCO Real Return
EQ/Capital Guardian International EQ/Small Company Index
EQ/Capital Guardian Research EQ/Van Kampen Emerging
EQ/Capital Guardian U.S. Equity Markets Equity
ADA
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Separate Account No. 4 The Growth Equity Fund
EPP
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Separate Account No. 10 The AllianceBernstein Balanced
Fund(10)
FSA-61
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
1. Organization (Concluded)
[Download Table]
Separate Account No. 4 The AllianceBernstein Common
Stock Fund(13)
Institutional
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Separate Account No. 13 Intermediate Duration Bond Account
Separate Account No. 10 Strategic Balanced Management Account
Separate Account No. 4 Growth Stock Account
Separate Account No. 3 Mid Cap Growth Stock Account
-----------
(1) Formerly known as EQ/Alliance Growth and Income.
(2) Formerly known as EQ/Alliance Intermediate Government Securities.
(3) Formerly known as EQ/Alliance International.
(4) Formerly known as EQ/Alliance Premier Growth.
(5) Formerly known as EQ/Alliance Quality Bond.
(6) Formerly known as EQ/Alliance Small Cap Growth.
(7) Formerly known as EQ/Bernstein Diversified Value.
(8) Formerly known as EQ/Lazard Small Cap Value.
(9) Formerly known as The Alliance Bond Fund.
(10) Formerly known as The Alliance Balanced Fund.
(11) Formerly known as The Alliance Growth Equity Fund.
(12) Formerly known as The Alliance Mid Cap Growth Fund.
(13) Formerly known as The Alliance Common Stock Fund.
(14) Formerly known as EQ/FI Small/Mid Cap Value.
Under applicable insurance law, the assets and liabilities of the Accounts
are clearly identified and distinguished from AXA Equitable's other assets
and liabilities. The assets of the Accounts are the property of AXA
Equitable. However, the portion of the Accounts' assets attributable to the
contracts will not be chargeable with liabilities arising out of any other
business AXA Equitable may conduct. The excess of assets over reserves and
other contract liabilities, if any, in Separate Account Nos. 4 and 66 may be
transferred to AXA Equitable's General Account. AXA Equitable's General
Account is subject to creditor rights.
The amount retained by AXA Equitable in Separate Account Nos. 4 and 66 arises
principally from (1) contributions from AXA Equitable, (2) expense risk
charges accumulated in the account, and (3) that portion, determined ratably,
of the account's investment results applicable to those assets in the account
in excess of the net assets for the contracts. Amounts retained by AXA
Equitable are not subject to charges for expense risks.
2. Significant Accounting Policies
The accompanying financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America
(GAAP). The preparation of financial statements in accordance with GAAP
requires management to make estimates and assumptions that affect the
reported amounts and disclosures. Actual results could differ from those
estimates.
Investment securities for Separate Account Nos. 13, 10, 4 and 3 are valued as
follows:
Stocks listed on national securities exchanges and certain over-the-counter
issues traded on the National Association of Securities Dealers, Inc.
Automated Quotation (NASDAQ) national market system are valued at the last
sale price, or, if there is no sale, at the latest available bid price.
Foreign securities not traded directly, or in American Depositary Receipt
(ADR) form in the United States, are valued at the last sale price in the
local currency on an exchange in the country of origin. Foreign currency is
converted into its U.S. dollar equivalent at current exchange rates.
FSA-62
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
2. Significant Accounting Policies (Continued)
Forward contracts are valued at their last sale price or, if there is no
sale, at the latest available bid price.
United States Treasury securities and other obligations issued or guaranteed
by the United States Government, its agencies or instrumentalities are valued
at representative quoted prices.
Long-term (i.e., maturing in more than a year) publicly traded corporate
bonds are valued at prices obtained from a bond pricing service of a major
dealer in bonds when such prices are available; however, in circumstances
where AXA Equitable and Alliance deem it appropriate to do so, an
over-the-counter or exchange quotation may be used.
Convertible preferred stocks listed on national securities exchanges are
valued at their last sale price or, if there is no sale, at the latest
available bid price.
Convertible bonds and unlisted convertible preferred stocks are valued at bid
prices obtained from one or more major dealers in such securities; where
there is a discrepancy between dealers, values may be adjusted based on
recent premium spreads to the underlying common stock.
Other assets that do not have a readily available market price are valued at
fair value as determined in good faith by AXA Equitable's investment
officers.
Short-term debt securities purchased directly by the AXA Equitable Funds
which mature in 60 days or less are valued at amortized cost. Short-term debt
securities which mature in more than 60 days are valued at representative
quoted prices.
The value of the investments in Separate Account No. 66 held in the Trusts is
calculated by multiplying the number of shares held in each Portfolio by the
net asset value per share of that Portfolio determined as of the close of
business each day. The net asset value is determined by the Trusts using the
market or fair value of the underlying assets of the Portfolio less
liabilities. For Separate Account No. 66, realized gains and losses include
(1) gains and losses on redemptions of Trust shares (determined on the
identified cost basis) and (2) Trust distributions representing the net
realized gains on Trust investment transactions. Dividends and distributions
of capital gains of the Trusts are automatically reinvested on the
ex-dividend date.
Security transactions are recorded on the trade date. Amortized cost of debt
securities where applicable are adjusted for amortization of premium or
accretion of discount. Dividend income is recorded on the ex-dividend date;
interest income (including amortization of premium and discount on securities
using the effective yield method) is accrued daily. Realized gains and losses
on the sale of investments are computed on the basis of the identified cost
of the related investments sold.
Transactions denominated in foreign currencies are recorded at the rate
prevailing at the date of such transactions. Asset and liability accounts
that are denominated in a foreign currency are adjusted to reflect the
current exchange rate at the end of the period. Transaction gains or losses
resulting from changes in the exchange rate during the reporting period or
upon settlement of the foreign currency transactions are reflected under
"Realized and Unrealized Gain (Loss) on Investments" in the Statement of
Operations.
Separate Account No. 10 may enter into forward currency contracts in order to
hedge its exposure to changes in foreign currency exchange rates on its
foreign security holdings.
Forward contracts are agreements to buy or sell a foreign currency for a set
price in the future. During the period the forward contracts are open,
changes in the value of the contract are recognized as unrealized gains or
losses
FSA-63
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
2. Significant Accounting Policies (Concluded)
by "marking-to-market" on a daily basis to reflect the market value of the
contract at the end of each trading day. The realized gain or loss arising
from the difference between the original contracts and the closing of such
contracts is included in realized gains or losses from foreign currency
transactions. The use of forward transactions involves the risk of imperfect
correlation in movements in the price of forward contracts, interest rates
and the underlying hedged assets.
Forward contracts involve elements of both market and credit risk in excess
of the amounts reflected in the Statement of Assets and Liabilities. The
contract amounts of these forward contracts reflect the extent of the Fund's
exposure to off-balance sheet risk. The Fund bears the market risk that
arises from any changes in security values. Forward contracts are entered
into directly with the counterparty and not through an exchange and can be
terminated only by agreement of both parties to the contract. There is no
daily margin settlement and the Fund is exposed to the risk of default by the
counterparty.
At December 31, 2006, Separate Account No. 10 had no outstanding forward
currency contracts to buy/sell foreign currencies.
Net assets allocated to contracts in the payout period are computed according
to various mortality tables, depending on the year the benefits were
purchased. The tables used are the 1971 GAM table, the 1983 GAM table, and
the 1994 GAR. The assumed investment returns vary by contract and range from
4 percent to 6.5 percent. The contracts are participating group annuities,
and, thus, the mortality risk is borne by the contractholder, as long as the
contract has not been discontinued. AXA Equitable retains the ultimate
obligation to pay the benefits if the contract funds become insufficient and
the contractholder elects to discontinue the contract.
Amounts due to/from the General Account or receivable/payable for policy
related transactions represent receivables/payables for policy related
transactions predominately related to premiums, surrenders and death
benefits.
Payments received from contractowners represent participant contributions
under the contracts (excluding amounts allocated to the guaranteed interest
option, reflected in the General Account). The amount allocated to the
guaranteed interest option earns interest at the current guaranteed interest
rate which is an annual effective rate.
The operations of the Account are included in the federal income tax return
of AXA Equitable, which is taxed as a life insurance company under the
provisions of the Internal Revenue Code. No federal income tax based on net
income or realized and unrealized capital gains is currently applicable to
contracts participating in the Funds by reason of applicable provisions of
the Internal Revenue Code and no federal income tax payable by AXA Equitable
is expected to affect the unit value of the contracts participating in the
Account. Accordingly, no provision for federal income taxes is required.
However, AXA Equitable retains the right to charge for any federal income tax
incurred which is applicable to the Account if the law is changed.
3. Purchases and Sales on Investments
The cost of purchases and proceeds from sales of investments for the year
ended December 31, 2006 were as follows for Separate Account No. 66:
FSA-64
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
3. Purchases and Sales on Investments (Concluded)
[Enlarge/Download Table]
Purchases Sales
------------ ------------
AXA Premier VIP High Yield ...................................... $ 193,212 $ 868,054
AXA Premier VIP Technology ...................................... 673,905 563,097
EQ/AllianceBernstein Growth & Income ............................ 1,155,737 2,076,265
EQ/AllianceBernstein Intermediate Government Securities ......... 807,544 756,220
EQ/AllianceBernstein International .............................. 6,824,574 4,173,005
EQ/AllianceBernstein Large Cap Growth ........................... 104,293 237,671
EQ/AllianceBernstein Quality Bond ............................... 144,467 659,361
EQ/AllianceBernstein Small Cap Growth ........................... 184,970 278,072
EQ/AllianceBernstein Value ...................................... 2,910,343 1,582,976
EQ/Calvert Socially Responsible ................................. 487,523 348,679
EQ/Capital Guardian Growth ...................................... 1,569 21,515
EQ/Capital Guardian International ............................... 1,924,971 438,190
EQ/Capital Guardian Research .................................... 1,112,146 1,290,497
EQ/Capital Guardian U.S. Equity ................................. 667,061 231,178
EQ/Equity 500 Index ............................................. 3,912,629 2,921,782
EQ/Evergreen Omega .............................................. 106,646 395
EQ/FI Mid Cap ................................................... 313,779 477,516
EQ/FI Mid Cap Value ............................................. 2,744,935 2,921,217
EQ/GAMCO Small Company Value .................................... 209,254 37,752
EQ/Janus Large Cap Growth ....................................... 166,250 23,358
EQ/JPMorgan Value Opportunities ................................. 52,852 55,980
EQ/Marsico Focus ................................................ 460,934 686,721
EQ/Mercury Basic Value Equity ................................... 103,479 219,933
EQ/Mercury International Value .................................. 49,540 255,346
EQ/MFS Emerging Growth Companies ................................ 674,196 675,469
EQ/MFS Investors Trust .......................................... 12,871 30,905
EQ/Money Market ................................................. 1,217,518 891,383
EQ/PIMCO Real Return ............................................ 142,781 56,894
EQ/Small Cap Value .............................................. 242,631 425,691
EQ/Small Company Index .......................................... 1,999,720 657,382
EQ/Van Kampen Emerging Markets Equity ........................... 1,107,995 451,144
Investment Security Transactions
For the year ended December 31, 2006, investment security transactions,
excluding short-term debt securities, were as follows for Separate Account
Nos. 13, 10, 4 and 3:
[Enlarge/Download Table]
Purchases Sales
----------------------------- ----------------------------
Stocks U.S. Stocks U.S.
and Debt Government and Debt Government
Fund Securities and Agencies Securities and Agencies
--------------------------------- -------------- -------------- -------------- -------------
Separate Account No. 13 ......... $25,431,563 $25,586,151 $27,374,609 $29,988,998
Separate Account No. 10 ......... 79,389,599 7,005,917 83,724,723 8,619,436
Separate Account No. 4 .......... 362,865,589 -- 481,975,342 --
Separate Account No. 3 .......... 130,951,265 -- 146,537,923 --
4. Related Party Transactions
In Separate Account No. 66 the assets in each variable investment option are
invested in shares of a
FSA-65
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
4. Related Party Transactions (Concluded)
corresponding mutual fund portfolio of the Trusts. Shares are offered by the
Trusts at net asset value. Shares in which the variable investment options
are invested are in either one of two classes. Both classes are subject to
fees for investment management and advisory services and other Trust
expenses. One class of shares ("Class A shares") is not subject to
distribution fees imposed pursuant to a distribution plan. The other class of
shares ("Class B shares") is subject to distribution fees imposed under a
distribution plan (herein, the "Rule 12b-1 Plans") adopted by the Trusts. The
Rule 12b-1 Plans provide that the Trusts, on behalf of each Portfolio, may
charge annually up to 0.25% of the average daily net assets of a Portfolio
attributable to its Class B shares in respect of activities primarily
intended to result in the sale of the Class B shares. These fees are
reflected in the net asset value of the shares.
AXA Equitable serves as investment manager of the Trusts and as such receives
management fees for services performed in its capacity as investment manager
of the Trusts. AXA Equitable oversees the activities of the investment
advisors with respect to the Trusts and is responsible for retaining or
discontinuing the services of those advisors. Fees generally vary depending
on net asset levels of individual portfolios and range for EQAT and VIP from
a low of 0.25% to a high of 1.20% of average daily net assets. AXA Equitable
as investment manager pays expenses for providing investment advisory
services to the Portfolios, including the fees of the Advisors of each
Portfolio. In addition, AXA Advisors, LLC ("AXA Advisors") and AXA
Distributors, LLC, affiliates of AXA Equitable, may also receive distribution
fees under Rule 12b-1 Plans as described above.
AllianceBernstein L.P. (formerly Alliance Capital Management L.P.
("AllianceBernstein")) serves as an investment advisor for the
EQ/AllianceBernstein Portfolios; EQ/Equity 500 Index and Separate Accounts
13, 10, 4 and 3; as well as a portion of AXA Premier VIP High Yield and
EQ/Money Market. AllianceBernstein is a publicly traded limited partnership
which is indirectly majority-owned by AXA Equitable and AXA Financial, Inc.
(parent to AXA Equitable).
AXA Advisors is an affiliate of AXA Equitable, and a distributor and
principal underwriter of the contracts and the Account. AXA Advisors is
registered with the Securities and Exchange Commission ("SEC") as a
broker-dealer and is a member of the National Association of Securities
Dealers, Inc.
The contracts are sold by financial professionals who are registered
representatives of AXA Advisors and licensed insurance agents of AXA Network,
LLC ("AXA Network") or its subsidiaries (affiliates of AXA Equitable). AXA
Advisors receives commissions and other service-related payments under its
distribution agreement with AXA Equitable and its networking agreement with
AXA Network.
AXA Equitable, AllianceBernstein, and AXA Advisors seek to obtain the best
price and execution of all orders placed for the portfolios of the Equitable
Funds considering all circumstances. In addition to using brokers and dealers
to execute portfolio security transactions for accounts under their
management, AXA Equitable, AllianceBernstein, and AXA Advisors may also enter
into other types of business and securities transactions with brokers and
dealers, which will be unrelated to allocation of the AXA Equitable Funds'
portfolio transactions.
At December 31, 2006, interests of retirement and investment plans for
employees, managers and agents of AXA Equitable in Separate Account Nos. 4
and 3 aggregated $161,435,539 (27.0%) and $61,901,819 (63.8%), respectively,
of the net assets in these Funds.
FSA-66
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
5. Asset Charges
Charges and fees relating to the Funds are paid to AXA Equitable and are
deducted in accordance with the terms of the various contracts which
participate in the Funds. Depending upon the terms of a contract,
sales-related fees and operating expenses are paid (i) by a reduction of an
appropriate number of Fund Units or (ii) by a direct payment.
Momentum Strategy
Fees with respect to the Momentum Strategy contracts are as follows:
Daily Separate Account Charge:
On a daily basis a charge at an annual rate of 1.25% for Separate Account 4,
10 and 13, 1.40% for Separate Account 3 (maximum charge is 1.40%); is
deducted from the net assets attributable to the Momentum Strategy units.
This fee is to cover expense risk, mortality risk, other charges and
operating expenses of the contract.
Administrative Fees:
Participant Administrative Charge -- At the end of each calendar quarter, a
maximum record maintenance and report fee of $3.75 ($15.00 per year) is
either deducted from the Participant Retirement Account Value or billed to
the employer. No charge is assessed if average account value is at least
$20,000. Additionally, the Participant Retirement Account Value is assessed
for the fee if the charge is not paid by the employer or the plan has less
than 10 participants in the contract.
Plan Recordkeeping Service Charge with Checkwriting -- Employers electing
plan recordkeeping with checkwriting services are subject to a charge of $25
per check. These amounts are withdrawn from the Participant Retirement
Account Value before withdrawal.
Loan Charge -- A loan set up charge of $25 is made at the time the loan is
set up. This is a one time charge per active loan. Quarterly loan
recordkeeping charge is $6 per outstanding loan. Charge is deducted from the
Participant Retirement Account Value.
Contingent Withdrawal Charge -- Certain withdrawals are subject to defined
contingent withdrawal charges. The maximum charge is 6% of the total plan
assets withdrawn. Charge is deducted from the Participant Retirement Account
Value in addition to the amount withdrawn.
State Premium and other applicable taxes -- charge for state premium and
other applicable taxes deducted is designed to approximate certain taxes that
may be imposed. When applicable, this amount is deducted from contributions.
Generally, the charge is deducted from the amount applied to provide an
annuity payout option.
Operating and Expense Charges:
In addition to the charges and fees mentioned above, the Funds are charged
for certain costs and expenses directly related to their operations. These
may include transfer taxes, SEC filing fees and certain related expenses
including printing of SEC filings, prospectuses and reports. These charges
and fees are reflected as reductions of unit value.
RIA
Charges and fees relating to the Funds are paid to AXA Equitable and are
deducted in accordance with the terms of the various contracts which
participate in the Funds. Depending upon the terms of a contract,
sales-related
FSA-67
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
5. Asset Charges (Continued)
fees and operating expenses are paid (i) by a reduction of an appropriate
number of Fund Units or (ii) by a direct payment. Fees with respect to the
Retirement Investment Account (RIA) contracts are as follows:
Investment Management Fee:
An annual fee of 0.50% of the net assets attributable to RIA units is
assessed for the AllianceBernstein Bond, AllianceBernstein Balanced,
AllianceBernstein Common Stock and AllianceBernstein Mid Cap Growth Funds.
These fees are reflected as a reduction of the RIA Unit Value.
Administrative Fees:
Contracts investing in the Funds are subject to certain administrative
expenses according to contract terms. Depending upon the terms of a contract,
fees are paid (i) by a reduction of an appropriate number of Fund units or
(ii) by a direct payment. These fees may include:
Ongoing Operations Fee -- An expense charge is made based on the combined net
balances of each fund. Depending upon when the employer adopted RIA, the
monthly rate ranges from 1/12 of 1.25% to 1/12 of 0.50% or from 1/12 of 1.25%
to 1/12 of 0.25%. Depending upon the terms of a contract, fees are paid (i)
by a reduction of an appropriate number of Fund units or (ii) by a direct
payment.
Participant Recordkeeping Services Charge -- Employers electing RIA's
optional Participant Recordkeeping Services are subject to an annual charge
of $25 per employee-participant under the employer plan. Depending upon the
terms of a contract, fees are paid (i) by a reduction of an appropriate
number of Fund units or (ii) by a direct payment.
Contingent Withdrawal Charge -- Certain withdrawals are subject to defined
contingent withdrawal charges. The maximum charge is 6% of the total plan
assets withdrawn and is deducted as a liquidation of fund units.
Loan Fee -- A loan fee equal to 1% of the amount withdrawn as loan principal
is deducted on the date the plan loan is made.
Operating and Expense Charges:
In addition to the charges and fees mentioned above, the Funds are charged
for certain costs and expenses directly related to their operations. These
may include transfer taxes, SEC filing fees and certain related expenses
including printing of SEC filings, prospectuses and reports. These charges
and fees are reflected as reductions of unit value.
MRP
Charges and fees relating to the Funds paid to AXA Equitable are deducted in
accordance with the terms of the various contracts which participate in the
Funds. With respect to the Members Retirement Program these expenses consist
of investment management and accounting fees, program expense charge, direct
expenses and record maintenance and report fees. These charges and fees are
paid to AXA Equitable and are recorded as expenses in the accompanying
Statement of Operations. Fees with respect to the Members Retirement Program
contracts are as follows:
The below discusses expenses related to Separate Accounts Nos. 3, 4, 10 and
66:
FSA-68
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
5. Asset Charges (Continued)
o Program Expense Charge--An expense charge is made at an effective annual
rate of 1.00% of the combined value of all investment options maintained
under the contract with AXA Equitable and is deducted monthly.
o Investment Management Fees--An expense charge is made daily at an
effective annual rate of 0.50% of the net assets of the AllianceBernstein
Growth Equity and AllianceBernstein Balanced Funds and an effective annual
rate of 0.65% for the AllianceBernstein Mid Cap Growth Fund.
o Direct Operating and Other Expenses--In addition to the charges and fees
mentioned above, the Funds are charged for certain costs and expenses
directly related to their operations. These may include transfer taxes,
SEC filing fees and certain related expenses including printing of SEC
filings, prospectuses and reports. These charges and fees are reflected as
a reduction of the unit value.
o A record maintenance and report fee of $3.75 is deducted quarterly as a
liquidation of fund units.
ADA
Charges and fees relating to the Funds are deducted in accordance with the
terms of the various contracts which participate in the Fund. Depending upon
the terms of a contract, sales-related fees and operating expenses are paid
(i) by a reduction of an appropriate number of Fund Units or (ii) by a direct
payment. These charges and fees are paid to AXA Equitable and are recorded as
expenses in the accompanying Statement of Operations. Fees with respect to
the American Dental Association Members Retirement Program are as follows:
Investment Management and Administration Fees (Investment Management Fees):
AXA Equitable receives a fee based on the value of the Growth Equity Fund at
a monthly rate of 1/12 of (i) 0.29 of 1% of the first $100 million and (ii)
0.20 of 1% of the excess over $100 million of its ADA Program assets.
An Administrative fee is charged at a daily rate of 0.15% of average daily
net assets.
Operating and Expense Charges:
Program Expense Charge -- In the years prior to May 1, 2006 the expense
charge was made on the combined value of all investment options maintained
under the contract with AXA Equitable at a monthly rate 1/12 of 0.635 of 1%
for all asset levels.
Effective May 1, 2006 an expense charge is made on the combined value of all
investment options maintained under the contract with AXA Equitable at a
monthly rate of 1/12 of 0.633%.
A portion of the Program Expense Charge assessed by AXA Equitable is made on
behalf of the ADA and is equal to a monthly rate of 1/12 of 0.01 of 1% for
all asset levels.
Other Expenses -- In addition to the charges and fees mentioned above, the
Fund is charged for certain costs and expenses directly related to its
operations. These may include transfer taxes, SEC filing fees and certain
related expenses including printing of SEC filings, prospectuses and reports.
A record maintenance and report fee of $3 is deducted quarterly from each
participant's aggregate account balance. For clients with Investment Only
plans, a record maintenance fee of $1 is deducted quarterly.
FSA-69
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
5. Asset Charges (Continued)
EPP
Charges and fees relating to the Funds are paid to AXA Equitable and are
deducted in accordance with the terms of the various contracts, which
participate in the Funds. Depending upon the terms of a contract,
sales-related fees and operating expenses are paid (i) by a reduction of an
appropriate number of Fund Units or (ii) by a direct payment. Fees with
respect to the Equi-Pen-Plus Master Plan and Retirement Trust are as follows:
Investment Management Fee:
An annual fee of 0.25% of the total plan and trust net assets held in each
Separate Account is deducted daily. This fee is reflected as reduction in EPP
unit value.
Administrative Fees:
Ongoing Operations Fee -- An expense charge is made based on each client's
combined balance of Master Plan and Trust net assets in the Separate and
Fixed Income Accounts at a monthly rate of 1/12 of (i) 1% of the first
$500,000, (ii) 0.75% of the next $500,000 and (iii) 0.50% of the excess over
$1,000,000.
Participant Recordkeeping Services Charge -- Employers electing
Equi-Pen-Plus's optional Participant Recordkeeping Services are subject to an
annual charge of $25 per employee-participant under the employer plan.
Withdrawal Charge -- A charge is applied if the client terminates plan
participation in the Master Retirement Trust and if the client transfers
assets to another funding agency before the fifth anniversary of the date AXA
Equitable accepts the participation agreement. The redemption charge is
generally paid via a liquidation of units held in the fund and will be based
on the following schedule:
[Download Table]
For Termination Occurring In: Withdrawal Charge:
------------------------------- ------------------------------
Years 1 and 2 ........... 3% of all Master Trust assets
Years 3 and 4 ........... 2% of all Master Trust assets
Year 5 .................. 1% of all Master Trust assets
After Year 5 ............ No Withdrawal Charge
Operating and Expense Charges:
In addition to the charges and fees mentioned above, the Funds are charged
for certain costs and expenses directly related to their operations. These
may include custody, audit and printing of reports. These charges and fees
are reflected as reduction of unit value.
Institutional
Asset Management Fees
Asset management fees are charged to clients investing in the Separate
Accounts. The fees are based on the prior month-end net asset value (as
defined) of each client's aggregate interest in AXA Equitable's Separate
Accounts, and are determined monthly. Clients can either pay the fee directly
by remittance to the Separate Account or via liquidation of units held in the
Separate Accounts. The fees are calculated for each client in accordance with
the schedule set forth below:
FSA-70
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
5. Asset Charges (Concluded)
[Download Table]
Each Client's Aggregate Interest Annual Rate
--------------------------------------- -------------
Minimum Fee ..................... $5,000
First $2 million................. 0.85 of 1%
Next $3 million.................. 0.60 of 1%
Next $5 million.................. 0.40 of 1%
Next $15 million................. 0.30 of 1%
Next $75 million................. 0.25 of 1%
Excess over $100 million......... 0.20 of 1%
There is an additional charge made to clients utilizing AXA Equitable's
Active Investment Management Service (AIMS). The service is optional and
delegates to AllianceBernstein the responsibility for actively managing the
client's assets among AXA Equitable's Separate Accounts. In the event that
the client chooses this service, the additional fee is based on the combined
net asset value of the client's assets in the Separate Accounts. Clients
electing this service either pay the fee directly by remittance to the
Separate Account or via liquidation of units held in the Separate Account.
The charge is assessed on a monthly basis at the annual rates shown below:
[Download Table]
Client's Aggregate Interest Annual Rate
------------------------------- ------------
Minimum Fee ............. $2,500
First $5 million......... 0.100%
Next $5 million.......... 0.075%
Next $5 million.......... 0.050%
Over $15 million......... 0.025%
Asset management fees, asset allocation fees and AIMS fees are paid to AXA
Equitable.
Administrative Fees
Certain client contracts provide for a fee for administrative services to be
paid directly to AXA Equitable. This administrative fee is calculated
according to the terms of the specific contract and is generally paid via a
liquidation of units held in the funds in which the contract invests. Certain
of these client contracts provide for administrative fees to be paid through
a liquidation of units from a Short-term liquidity account. The payment of
the fee for administrative services has no effect on other separate account
clients or the unit values of the separate accounts.
Operating and Expense Charges
In addition to the charges and fees mentioned above, the Separate Accounts
are charged for certain costs and expenses directly related to their
operations. These charges may include custody and audit fees, and result in
reduction of Separate Account unit values.
Administrative fees paid through a liquidation of units in Separate Account
No. 66 are shown in the Statements of Changes in Net Assets as Contract
maintenance charges. The aggregate of all other fees are included in
Asset-based charges in the Statements of Operations. Asset-based charges are
comprised of accounting and administration fees.
FSA-71
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
6. Changes in Units Outstanding
Accumulation units issued and redeemed during the year ended December 31,
were (in thousands):
Separate Account Nos. 13, 10, 4 and 3:
[Enlarge/Download Table]
Alliance- Alliance-
Bernstein Bernstein
Bond Fund Balanced Fund
--------------- --------------------
2006 2005 2006 2005
------ -------- ---------- ---------
Momentum Strategy
Issued ............................................... 2 1 7 10
Redeemed ............................................. -- (--) (12) (8)
-- --- --- ----
Net Increase (Decrease) .............................. 2 1 (5) 2
-- --- ---- ----
Alliance- Alliance-
Bernstein Growth Bernstein Mid Cap
Equity Fund Growth Fund
------------------- -------------------
2006 2005 2006 2005
--------- --------- --------- ---------
Momentum Strategy
Issued ............................................... 1 1 2 4
Redeemed ............................................. (5) (1) (7) (2)
---- ---- ---- ----
Net Increase (Decrease) .............................. (4) -- (5) 2
---- ---- ---- ----
[Enlarge/Download Table]
Alliance- Alliance- Alliance- Alliance-
Bernstein Bernstein Bernstein Common Bernstein Mid Cap
Bond Fund Balanced Fund Stock Fund Growth Fund
---------------- ------------------ -------------------- ------------------
2006 2005 2006 2005 2006 2005 2006 2005
--------- ------ -------- --------- --------- ---------- --------- --------
RIA
Issued ................. -- -- 3 6 1 2 2 2
Redeemed ............... (1) -- (15) (135) (6) (11) (8) (13)
----- -- --- ---- ---- ---- ---- ---
Net (Decrease) ......... (1) -- 12 (129) (5) (9) (6) (11)
----- -- --- ---- ---- ------ ---- ---
There were no significant unit issuance and redemption activities related to
RIA for AllianceBernstein Bond Fund during the year 2006.
[Enlarge/Download Table]
Alliance- Alliance- Alliance-
Bernstein Bernstein Growth Bernstein Mid Cap
Balanced Fund Equity Fund Growth Fund
------------------- --------------------- -------------------
2006 2005 2006 2005 2006 2005
--------- --------- --------- ----------- --------- ---------
MRP
Issued .......................... 113 130 172 191 203 213
Redeemed ........................ (169) (143) (188) (197) (222) (256)
---- ---- ---- ------- ---- ----
Net Increase (Decrease) ......... (56) (13) (16) (6) (19) (43)
---- ---- ---- ------- ---- ----
[Download Table]
AllianceBernstein
AllianceBernstein Common
Balanced Fund Stock Fund
-------------------- -------------------
2006 2005 2006 2005
--------- ---------- --------- ---------
EPP
Issued ................. 1 6 -- 2
Redeemed ............... (5) (11) (6) (3)
---- ------ ----- ----
Net (Decrease) ......... (4) (5) (6) (1)
---- ------ ----- ----
[Download Table]
The Growth Equity
Fund
-------------------
2006 2005
ADA --------- ---------
Issued .......................... 141 156
Redeemed ........................ (249) (214)
---- ----
Net Increase (Decrease) ......... (108) (58)
---- ----
FSA-72
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
6. Changes in Units Outstanding (Continued)
Accumulation units issued and redeemed during the years ended December 31,
were (in thousands):
[Enlarge/Download Table]
Strategic
Balanced
Immediate Duration Management Growth Stock Mid Cap Growth
Bond Account Account Account Stock Account
------------------- ------------- ------------------- -------------------
2006 2005 2006 2005 2006 2005 2006 2005
Institutional --------- --------- ------ ------ -------- ---------- --------- ---------
Issued .......................... 1 1 -- -- 8 51 1 1
Redeemed ........................ (2) (1) -- -- (19) (11) (1) (1)
---- ---- -- -- --- --- --- ---
Net Increase (Decrease) ......... (1) -- -- -- (11) (6) -- --
---- ---- -- -- --- --- ---- ---
Accumulation units issued and redeemed during the years ended December 31,
were (in thousands):
Separate Account No. 66
[Enlarge/Download Table]
AXA
Premier EQ/Alliance-
AXA Premier VIP VIP Bernstein
High Yield Technology Growth and Income
------------------- ----------------- -------------------
2006 2005 2006 2005 2006 2005
--------- --------- -------- -------- --------- ---------
RIA
Net Issued ...................... -- 1 -- -- 2 2
Net Redeemed .................... (4) (1) -- -- (5) (8)
----- ---- -- -- ---- ----
Net Increase (Decrease) ......... (4) -- -- -- (3) (6)
----- ---- -- -- ---- ----
MRP
Net Issued ...................... -- -- 63 74 -- --
Net Redeemed .................... -- -- (53) (41) -- --
---- ---- --- --- ---- ----
Net Increase (Decrease) ......... -- -- 10 33 -- --
---- ---- --- --- ---- ----
[Enlarge/Download Table]
EQ/Alliance-
Bernstein
Intermediate EQ/Alliance- EQ/Alliance- EQ/Alliance-
Government Bernstein Bernstein Bernstein
Securities International Large Cap Growth Quality Bond
------------------ -------------------- ------------------- -------------------
2006 2005 2006 2005 2006 2005 2006 2005
--------- -------- ----------- -------- --------- --------- --------- ---------
RIA
Net Issued ...................... -- 1 3 3 1 -- 1 1
Net Redeemed .................... 1 (53) (5) (14) (3) (8) (3) (4)
----- --- ---- --- ---- ----- ---- ----
Net Increase (Decrease) ......... (1) (52) (2) (11) (2) (8) (2) (3)
----- --- ---- --- ---- ----- ---- ----
MRP
Net Issued ...................... 77 78 265 194 -- -- -- --
Net Redeemed .................... (67) (27) (217) (145) -- -- -- --
----- --- ------ ---- ---- ---- ---- ----
Net Increase (Decrease) ......... 10 51 48 49 -- -- -- --
----- --- ------ ---- ---- ---- ---- ----
FSA-73
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
6. Changes in Units Outstanding (Continued)
[Enlarge/Download Table]
EQ/Alliance- EQ/Alliance- EQ/Calvert EQ/Capital
Bernstein Bernstein Socially Guardian
Small Cap Growth Value Responsible Growth
------------------- -------------------- ----------------- ---------------
2006 2005 2006 2005 2006 2005 2006 2005
--------- --------- ----------- -------- -------- -------- --------- -----
RIA
Net Issued ...................... 1 1 -- 1 -- -- -- --
Net Redeemed .................... (2) (4) (1) (95) -- -- (1) --
---- ---- ----- --- -- -- ----- --
Net Increase (Decrease) ......... (1) (3) (1) (94) -- -- (1) --
---- ---- ----- --- -- -- ----- --
MRP
Net Issued ...................... -- -- 204 139 66 48 -- --
Net Redeemed .................... -- -- (143) (87) (53) (27) -- --
---- ---- ------ --- --- --- ---- --
Net Increase (Decrease) ......... -- -- 61 52 13 21 -- --
---- ---- ------ --- --- --- ---- --
Accumulation units issued and redeemed during the years ended December 31,
were (in thousands):
[Enlarge/Download Table]
EQ/Capital EQ/Capital EQ/Capital
Guardian Guardian Guardian EQ/Equity
International Research U.S. Equity 500 Index
----------------- --------------------- ----------------- ----------------------
2006 2005 2006 2005 2006 2005 2006 2005
-------- -------- ----------- --------- -------- -------- ----------- ----------
RIA
Net Issued ...................... 1 -- 1 1 -- -- 1 1
Net Redeemed .................... -- -- (1) (5) -- -- (2) (10)
--- --- --- ---- --- --- ----- ----
Net Increase (Decrease) ......... 1 -- -- (4) -- -- (1) (9)
--- --- --- ---- --- --- ----- ----
MRP
Net Issued ...................... 167 96 66 66 43 41 416 433
Net Redeemed .................... (67) (27) (75) (60) (21) (32) (340) (323)
--- --- --- ---- --- --- ----- ----
Net Increase (Decrease) ......... 100 69 (9) 6 22 9 76 110
--- --- --- ---- --- --- ----- ----
[Enlarge/Download Table]
EQ/
GAMCO
EQ/FI Small
EQ/Evergreen EQ/FI Mid Company EQ/Janus Large
Omega Mid Cap Cap Value Value Cap Growth
---------------- ------------------- --------------------- --------- ----------------
2006 2005 2006 2005 2006 2005 2006 2006 2005
------ --------- --------- --------- ----------- --------- --------- ------ ---------
RIA
Net Issued ...................... 1 -- 1 2 1 1 -- 2 --
Net Redeemed .................... -- (1) (2) (4) (2) (1) -- -- (1)
-- ----- ---- ---- ---- ---- -- -- -----
Net Increase (Decrease) ......... 1 (1) (1) (2) (1) -- -- 2 (1)
-- ----- ---- ---- ---- ---- -- -- -----
MRP
Net Issued ...................... -- -- -- -- 161 293 20 -- --
Net Redeemed .................... -- -- -- -- (213) (91) (4) -- --
-- ---- ---- ---- ------ ----- ---- -- ----
Net Increase (Decrease) ......... -- -- -- -- (52) 202 16 -- --
-- ---- ---- ---- ------ ----- ---- -- ----
FSA-74
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
6. Changes in Units Outstanding (Concluded)
[Enlarge/Download Table]
EQ/JPMorgan EQ/Mercury EQ/Mercury
Value EQ/Marsico Basic Value International
Opportunities Focus Equity Value
---------------- ------------------- ---------------- ---------------
2006 2005 2006 2005 2006 2005 2006 2005
------ --------- --------- --------- ------ --------- --------- -----
RIA
Net Issued ...................... -- 1 2 2 -- 1 -- 2
Net Redeemed .................... -- (1) (3) (1) -- (6) (2) --
-- ---- ---- ---- -- ---- ----- --
Net Increase (Decrease) ......... -- -- (1) 1 -- (5) (2) 2
-- ---- ---- --- -- ---- ----- --
MRP
Net Issued ...................... -- -- -- -- -- -- -- --
Net Redeemed .................... -- -- -- -- -- -- -- --
-- ---- ---- ---- -- ---- ---- --
Net Increase (Decrease) ......... -- -- -- -- -- -- -- --
-- ---- ---- ---- -- ---- ---- --
Accumulation units issued and redeemed during the years ended December 31,
were (in thousands):
[Enlarge/Download Table]
EQ/MFS Emerging EQ/MFS EQ/Money EQ/PIMCO
Growth Companies Investors Trust Market Real Return
---------------------- ---------------- ------------------- ------------
2006 2005 2006 2005 2006 2005 2006
----------- ---------- ------ --------- --------- --------- ------------
RIA
Net Issued ...................... 1 3 -- 1 7 1 --
Net Redeemed .................... (2) (10) -- (1) (5) (6) --
---- ---- -- ---- ---- ---- --
Net Increase (Decrease) ......... (1) (7) -- -- 2 (5) --
---- ---- -- ---- --- ---- --
MRP
Net Issued ...................... 152 140 -- -- -- -- 14
Net Redeemed .................... (140) (68) -- -- -- -- (6)
------ ---- -- ---- ---- ---- ----
Net Increase (Decrease) ......... 12 72 -- -- -- -- 8
------ ----- -- ---- ---- ---- ----
[Enlarge/Download Table]
EQ/Van Kampen
EQ/Small Cap EQ/Small Emerging Markets
Value Company Index Equity
------------------- ----------------- ----------------
2006 2005 2006 2005 2006 2005
--------- --------- -------- -------- ---------- -----
RIA
Net Issued ...................... -- 2 -- -- 1 --
Net Redeemed .................... (1) (2) -- -- (1) --
----- ---- --- --- ---- ---
Net Increase (Decrease) ......... (1) -- -- -- -- --
----- ---- --- --- ----- ---
MRP
Net Issued ...................... -- -- 152 89 45 --
Net Redeemed .................... -- -- (77) (71) (3) --
---- ---- --- --- ----- ---
Net Increase (Decrease) ......... -- -- 75 18 42 --
---- ---- --- --- ----- ---
FSA-75
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values
AXA Equitable issues a number of registered group annuity contracts that
allow employer plan assets to accumulate on a tax-deferred basis. The
contracts are typically designed for employers wishing to fund defined
benefit, defined contribution and/or 401(k) plans. Annuity contracts
available through AXA Equitable are the Retirement Investment Account
("RIA"), Momentum Strategy, Momentum Select and Momentum Solutions ("Momentum
series of contracts"), Members Retirement Program ("MRP"), American Dental
Association Members Retirement Program ("ADA") and Equi-Pen-Plus ("EPP")
(collectively, the Plans). Assets of the Plans are invested in a number of
investment Funds (available Funds vary by Plan).
Institutional units presented on the Statement of Assets and Liabilities
reflect investments in the Funds by clients other than contractholders of
group annuity contracts issued by AXA Equitable. Institutional unit values
are determined at the end of each business day. Institutional unit values
reflect the investment performance of the underlying Fund for the day and
charges and expenses deducted by the Fund. Contract unit values (RIA, MRP,
ADA, Momentum series of contracts and EPP) reflect the same investment
results as the Institutional unit values presented on the Statement of Assets
and Liabilities. In addition, contract unit values reflect certain investment
management and accounting fees, which vary by contract. These fees are
charged as a percentage of net assets and are disclosed below for the Plans
contracts in percentage terms.
Certain investment options are charged administrative expenses as a
percentage of average net assets (.05% annualized for RIA, 1.00% annualized
for MRP). These exclude the effect of the underlying fund portfolios and
charges made directly to Contractowner accounts through redemption of units.
Under RIA contracts certain investment options may not be charged for
Asset-based charges. Amounts appearing as Asset-based charges in the
Statements of Operations for these investment options are the result of other
contracts investing in Separate Account No. 66.
Shown below is accumulation unit value information for units outstanding of
Separate Accounts 13, 10, 4, 3 and 66 for the periods indicated.
[Enlarge/Download Table]
2006 2005 2004 2003 2002
------------ ------------ ------------ ------------ ------------
Separate Account No. 13
AllianceBernstein Bond Fund
Momentum Strategy, 1.25%*
Unit Value, end of period ................ $ 138.91 $ 135.11 $ 134.74 $ 132.03 $ 127.31
Net Assets (000's) ....................... $ 274 $ 82 $ 63 $ 445 $ 788
Number of units outstanding, end of period
(000's) ................................. 2 1 -- 3 6
Total Return** ........................... 2.81% 0.27% 2.05% 3.70% 5.38%
AllianceBernstein Bond Fund
RIA, 0.50%*
Unit Value, end of period ................ $ 83.09 $ 80.20 $ 79.38 $ 77.20 $ 73.91
Net Assets (000's) ....................... $ 38 $ 75 $ 67 $ 89 $ 193
Number of units outstanding, end of period
(000's) ................................. -- 1 1 1 3
Total Return** ........................... 3.60% 1.03% 2.82% 4.45% 5.81%
FSA-76
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values (Continued)
[Enlarge/Download Table]
2006 2005 2004 2003 2002
---------------- ---------------- ---------------- ---------------- ----------------
Intermediate Duration Bond Account
Institutional
Unit Value, end of period ................ $ 8,849.00 $ 8,499.67 $ 8,371.02 $ 8,099.71 $ 7,715.79
Net Assets (000's) ....................... $ 17,700 $ 25,032 $ 24,811 $ 122,079 $ 159,285
Number of units outstanding, end of period
(000's) ................................. 2 3 3 15 21
Total Return** ........................... 4.11% 1.54% 3.35% 4.98% 6.34%
Separate Account No. 10
AllianceBernstein Balanced Fund
RIA, 0.50%*
Unit Value, end of period ................ $ 211.32 $ 191.64 $ 180.09 $ 165.70 $ 141.24
Net Assets (000's) ....................... $ 9,979 $ 11,497 $ 33,959 $ 39,883 $ 40,233
Number of units outstanding, end of period
(000's) ................................. 47 60 189 241 285
Total Return** ........................... 10.27% 6.06% 8.68% 17.32% (8.14)%
AllianceBernstein Balanced Fund
Momentum Strategy, 1.25%*
Unit Value, end of period ................ $ 145.26 $ 132.72 $ 125.67 $ 116.51 $ 99.84
Net Assets (000's) ....................... $ 2,711 $ 3,093 $ 2,654 $ 2,412 $ 2,580
Number of units outstanding, end of period
(000's) ................................. 19 23 21 21 26
Total Return** ........................... 9.45% 5.61% 7.86% 16.70% (9.28)%
AllianceBernstein Balanced Fund
MRP, 1.50%*
Unit Value, end of period ................ $ 51.64 $ 47.30 $ 44.93 $ 41.83 $ 36.08
Net Assets (000's) ....................... $ 35,755 $ 35,401 $ 34,205 $ 33,059 $ 27,287
Number of units outstanding, end of period
(000's) ................................. 692 748 761 790 756
Total Return** ........................... 9.18% 5.27% 7.42% 15.94% (9.38)%
AllianceBernstein Balanced Fund
EPP, 0.25%*
Unit Value, end of period ................ $ 218.09 $ 197.29 $ 184.94 $ 169.74 $ 144.31
Net Assets (000's) ....................... 1,921 $ 2,550 $ 3,356 $ 7,494 $ 6,468
Number of units outstanding, end of period
(000's) ................................. 9 13 18 44 45
Total Return** ........................... 10.54% 6.68% 8.95% 17.62% (7.91)%
Strategic Balanced Management Account
Institutional
Unit Value, end of period ................ $ 22,510.85 $ 20,312.61 $ 18,994.07 $ 17,388.93 $ 14,747.26
Net Assets (000's) ....................... $ 8,059 $ 7,115 $ 6,458 $ 6,034 $ 4,517
Number of units outstanding, end of period
(000's) ................................. -- -- -- -- --
Total Return** ........................... 10.82% 6.94% 9.23% 17.91% (7.68)%
FSA-77
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values (Continued)
[Enlarge/Download Table]
2006 2005
--------------- ---------------
Separate Account No. 4
AllianceBernstein Growth Equity Fund
ADA, 1.04%*
Unit Value, end of period ................................................ $ 382.55 $ 386.86
Net Assets (000's) ....................................................... $ 249,237 $ 293,966
Number of units outstanding, end of period
(000's) ................................................................. 652 759
Total Return** ........................................................... (1.11)% 11.57%
The Growth Equity Fund
Momentum Strategy, 1.25%*
Unit Value, end of period ................................................ $ 99.86 $ 101.21
Net Assets (000's) ....................................................... $ 99 $ 527
Number of units outstanding, end of period
(000's) ................................................................. 1 5
Total Return** ........................................................... (1.33)% 11.34%
AllianceBernstein Common Stock Fund
RIA, 0.50%*
Unit Value, end of period ................................................ $ 775.88 $ 780.43
Net Assets (000's) ....................................................... $ 11,854 $ 16,152
Number of units outstanding, end of period
(000's) ................................................................. 15 21
Total Return** ........................................................... (0.58)% 12.17%
AllianceBernstein Growth Equity Fund
MRP, 1.50%*
Unit Value, end of period ................................................ $ 312.73 $ 317.72
Net Assets (000's) ....................................................... $ 39,076 $ 44,826
Number of units outstanding, end of period
(000's) ................................................................. 125 141
Total Return** ........................................................... (1.57)% 10.97%
AllianceBernstein Common Stock Fund
EPP, 0.25%*
Unit Value, end of period ................................................ $ 800.76 $ 803.45
Net Assets (000's) ....................................................... $ 9,730 $ 14,152
Number of units outstanding, end of period
(000's) ................................................................. 12 18
Total Return** ........................................................... (0.33)% 12.45%
Growth Stock Account
Institutional
Unit Value, end of period ................................................ $ 8,262.03 $ 8,269.13
Net Assets (000's) ....................................................... $ 288,072 $ 367,019
Number of units outstanding, end of period
(000's) ................................................................. 35 44
Total Return** ........................................................... (0.09)% 12.73%
2004 2003 2002
--------------- --------------- --------------
Separate Account No. 4
AllianceBernstein Growth Equity Fund
ADA, 1.04%*
Unit Value, end of period ................................................ $ 346.74 $ 302.18 $ 223.26
Net Assets (000's) ....................................................... $ 283,643 $ 249,918 $ 182,907
Number of units outstanding, end of period
(000's) ................................................................. 818 827 817
Total Return** ........................................................... 14.75% 35.05% (27.87)%
The Growth Equity Fund
Momentum Strategy, 1.25%*
Unit Value, end of period ................................................ $ 90.90 $ 79.38 $ 58.54
Net Assets (000's) ....................................................... $ 483 $ 435 $ 299
Number of units outstanding, end of period
(000's) ................................................................. 5 6 5
Total Return** ........................................................... 14.51% 35.60% (29.16)%
AllianceBernstein Common Stock Fund
RIA, 0.50%*
Unit Value, end of period ................................................ $ 695.74 $ 602.90 $ 443.82
Net Assets (000's) ....................................................... $ 20,742 $ 23,093 $ 22,530
Number of units outstanding, end of period
(000's) ................................................................. 30 38 51
Total Return** ........................................................... 15.40% 35.84% (27.42)%
AllianceBernstein Growth Equity Fund
MRP, 1.50%*
Unit Value, end of period ................................................ $ 286.30 $ 251.02 $ 186.97
Net Assets (000's) ....................................................... $ 42,051 $ 38,426 $ 28,750
Number of units outstanding, end of period
(000's) ................................................................. 147 153 154
Total Return** ........................................................... 14.05% 34.26% (28.42)%
AllianceBernstein Common Stock Fund
EPP, 0.25%*
Unit Value, end of period ................................................ $ 714.47 $ 617.58 $ 453.49
Net Assets (000's) ....................................................... $ 13,886 $ 13,987 $ 11,356
Number of units outstanding, end of period
(000's) ................................................................. 19 23 25
Total Return** ........................................................... 15.69% 36.18% (27.24)%
Growth Stock Account
Institutional
Unit Value, end of period ................................................ $ 7,335.03 $ 6,324.43 $ 4,632.41
Net Assets (000's) ....................................................... $ 371,131 $ 363,345 $ 289,558
Number of units outstanding, end of period
(000's) ................................................................. 51 57 63
Total Return** ........................................................... 15.98% 36.53% (27.05)%
FSA-78
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values (Continued)
[Enlarge/Download Table]
2006 2005 2004 2003 2002
---------------- ---------------- ---------------- ---------------- ---------------
Separate Account No. 3
AllianceBernstein Mid Cap Growth Fund
Momentum Strategy, 1.40%*
Unit Value, end of period ................ $ 96.14 $ 95.47 $ 89.89 $ 75.69 $ 45.97
Net Assets (000's) ....................... $ 480 $ 928 $ 745 $ 691 $ 205
Number of units outstanding, end of period
(000's) ................................. 5 10 8 9 4
Total Return** ........................... 0.70% 6.20% 18.76% 64.65% (30.26)%
AllianceBernstein Mid Cap Growth Fund
RIA, 0.50%*
Unit Value, end of period ................ $ 264.84 $ 260.60 $ 243.18 $ 202.90 $ 120.44
Net Assets (000's) ....................... $ 5,706 $ 7,131 $ 9,205 $ 10,858 $ 7,945
Number of units outstanding, end of period
(000's) ................................. 22 27 38 54 66
Total Return** ........................... 1.62% 7.16% 19.85% 68.47% (29.44)%
AllianceBernstein Mid Cap Growth Fund
MRP, 1.66%*
Unit Value, end of period ................ $ 55.94 $ 55.68 $ 52.60 $ 44.47 $ 26.74
Net Assets (000's) ....................... $ 21,414 $ 22,571 $ 23,566 $ 19,026 $ 10,128
Number of units outstanding, end of period
(000's) ................................. 387 405 448 428 379
Total Return** ........................... 0.47% 5.86% 18.28% 66.31% (30.53)%
Mid Cap Growth Stock Account
Institutional
Unit Value, end of period ................ $ 28,206.63 $ 27,618.80 $ 25,643.95 $ 21,289.52 $ 12,574.23
Net Assets (000's) ....................... $ 69,134 $ 80,757 $ 88,036 $ 78,856 $ 52,724
Number of units outstanding, end of period
(000's) ................................. 2 3 3 4 4
Total Return** ........................... 2.13% 7.70% 20.45% 69.31% (29.08)%
AllianceBernstein Mid Cap Growth Fund
EPP, 0.50%*
Unit Value, end of period ................ $ 264.82 $ 260.60 $ 243.18 $ 202.90 $ 120.44
Net Assets (000's) ....................... -- $ -- $ 30 $ 25 $ 35
Number of units outstanding, end of period
(000's) ................................. -- -- -- -- --
Total Return** ........................... 1.63% 7.16% 19.85% 68.47% (29.44)%
FSA-79
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values (Continued)
[Enlarge/Download Table]
Years Ended December 31,
----------------------------------------------------------------
2006 2005 2004 2003 2002
------------ ------------ ------------ ------------ ------------
Separate Account No. 66
AXA Premier VIP High Yield
RIA, 0.05%
Unit value, end of period .................................. $ 215.33 $ 195.49 $ 189.31 $ 173.86 $ 141.56
Net Assets (000's) ......................................... $ 458 $ 1,099 $ 1,098 $ 1,196 $ 1,179
Number of units outstanding, end of period (000's) ......... 2 6 6 7 8
Total Return** ............................................. 10.15% 3.26% 8.89% 22.82% (2.75)%
AXA Premier VIP Technology (g)
RIA 0.00%
Unit value, end of period .................................. $ 130.71 $ 121.82 $ 109.49 -- --
Net Assets (000's) ......................................... $ 376 $ 332 $ 420 -- --
Number of units outstanding, end of period (000's) ......... 3 3 3 -- --
Total Return** ............................................. 7.30% 11.26% 9.49% -- --
MRP, 1.00%
Unit value, end of period .................................. $ 12.67 $ 11.94 $ 10.85 -- --
Net Assets (000's) ......................................... $ 2,017 $ 1,761 $ 1,255 -- --
Number of units outstanding, end of period (000's) ......... 157 147 115 -- --
Total Return** ............................................. 6.11% 10.05% 8.53% -- --
EQ/AllianceBernstein Growth and Income
RIA, 0.05%
Unit value, end of period .................................. $ 422.46 $ 355.66 $ 336.45 $ 298.75 $ 228.60
Net Assets (000's) ......................................... $ 4,242 $ 4,662 $ 6,248 $ 7,317 $ 8,226
Number of units outstanding, end of period (000's) ......... 10 13 19 24 36
Total Return** ............................................. 18.78% 5.71% 12.62% 30.69% (21.10)%
EQ/AllianceBernstein Intermediate Government
Securities
RIA, 0.05%
Unit value, end of period .................................. $ 188.96 $ 182.87 $ 180.27 $ 176.49 $ 172.44
Net Assets (000's) ......................................... $ 347 $ 462 $ 9,879 $ 10,620 $ 10,317
Number of units outstanding, end of period (000's) ......... 2 3 55 60 60
Total Return** ............................................. 3.33% 1.44% 2.14% 2.35% 8.80%
MRP, 1.00%
Unit value, end of period .................................. $ 10.44 $ 10.23 $ 10.22 $ 10.16 $ 10.09
Net Assets (000's) ......................................... $ 2,395 $ 2,272 $ 1,755 $ 2,300 $ 172
Number of units outstanding, end of period (000's) ......... 232 222 171 226 17
Total Return** ............................................. 2.05% 0.10% 0.63% 0.69% 0.90%
FSA-80
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values (Continued)
[Enlarge/Download Table]
Years Ended December 31,
-----------------------------------------------------------------
2006 2005 2004 2003 2002
------------ ------------ ------------ ------------ -------------
EQ/AllianceBernstein International (d)
RIA 0.05%
Unit value, end of period .................................. $ 207.19 $ 167.42 $ 144.93 $ 122.39 $ 90.42
Net Assets (000's) ......................................... $ 3,399 $ 3,005 $ 4,155 $ 4,885 $ 4,765
Number of units outstanding, end of period (000's) ......... 16 18 29 40 53
Total Return** ............................................. 23.75% 15.52% 18.41% 35.36% (9.96)%
MRP 1.00%
Unit value, end of period .................................. $ 23.73 $ 19.36 $ 16.95 $ 14.48 $ 10.84
Net Assets (000's) ......................................... $ 21,792 $ 16,873 $ 13,912 $ 11,487 $ 8,206
Number of units outstanding, end of period (000's) ......... 919 871 822 795 757
Total Return** ............................................. 22.57% 14.27% 17.03% 33.59% 8.40%
EQ/AllianceBernstein Large Cap Growth
RIA 0.00%
Unit value, end of period .................................. $ 74.14 $ 74.54 $ 64.86 $ 59.84 $ 48.57
Net Assets (000's) ......................................... $ 273 $ 417 $ 897 $ 1,052 $ 1,172
Number of units outstanding, end of period (000's) ......... 4 6 14 18 24
Total Return** ............................................. (0.54)% 14.92% 8.44% 23.20% (31.15)%
EQ/AllianceBernstein Quality Bond
RIA 0.05%
Unit value, end of period .................................. $ 212.99 $ 204.72 $ 200.31 $ 192.69 $ 185.72
Net Assets (000's) ......................................... $ 551 $ 1,063 $ 1,686 $ 2,470 $ 3,188
Number of units outstanding, end of period (000's) ......... 3 5 8 13 17
Total Return** ............................................. 4.04% 2.20% 3.96% 3.75% 7.89%
EQ/AllianceBernstein Small Cap Growth(b)
RIA 0.05%
Unit value, end of period .................................. $ 190.26 $ 174.22 $ 155.93 $ 136.53 $ 96.68
Net Assets (000's) ......................................... $ 983 $ 1,063 $ 1,480 $ 1,911 $ 1,214
Number of units outstanding, end of period (000's) ......... 5 6 9 14 13
Total Return** ............................................. 9.21% 11.73% 14.21% 41.21% (30.11)%
EQ/AllianceBernstein Value
RIA 0.00%
Unit value, end of period .................................. $ 158.83 $ 130.84 $ 124.10 $ 109.39 $ 84.97
Net Assets (000's) ......................................... $ 793 $ 843 $ 12,366 $ 10,583 $ 7,555
Number of units outstanding, end of period (000's) ......... 5 6 100 97 89
Total Return** ............................................. 21.39% 5.43% 13.44% 28.74% (13.64)%
EQ/AllianceBernstein Value 1.00%
MRP 1.00%
Unit value, end of period .................................. $ 15.27 $ 12.72 $ 12.20 $ 10.89 $ 8.57
Net Assets (000's) ......................................... $ 10,645 $ 8,093 $ 7,120 $ 5,306 $ 3,711
Number of units outstanding, end of period (000's) ......... 697 636 584 487 433
Total Return** ............................................. 20.05% 4.24% 12.02% 27.07% (14.98)%
FSA-81
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values (Continued)
[Enlarge/Download Table]
Years Ended December 31,
---------------------------
2006 2005
------------- -------------
EQ/Calvert Socially Responsible
RIA 0.00%
Unit value, end of period .................................. $ 98.46 $ 93.56
Net Assets (000's) ......................................... $ 2 $ 3
Number of units outstanding, end of period (000's) ......... -- --
Total Return** ............................................. 5.24% 8.73%
EQ/Calvert Socially Responsible 1.00%
MRP 1.00%
Unit value, end of period .................................. $ 8.48 $ 8.14
Net Assets (000's) ......................................... $ 1,421 $ 1,267
Number of units outstanding, end of period (000's) ......... 169 156
Total Return** ............................................. 4.18% 7.50%
EQ/Capital Guardian Growth
RIA 0.00%
Unit value, end of period .................................. $ 81.60 $ 75.98
Net Assets (000's) ......................................... $ 22 $ 40
Number of units outstanding, end of period (000's) ......... -- 1
Total Return** ............................................. 7.40% 5.10%
EQ/Capital Guardian International
RIA 0.00%
Unit value, end of period .................................. $ 147.17 $ 123.42
Net Assets (000's) ......................................... $ 277 $ 184
Number of units outstanding, end of period (000's) ......... 2 1
Total Return** ............................................. 19.24% 17.13%
EQ/Capital Guardian International 1.00%
MRP 1.00% (g)
Unit value, end of period .................................. $ 13.52 $ 11.46
Net Assets (000's) ......................................... $ 3,525 $ 1,834
Number of units outstanding, end of period (000's) ......... 260 160
Total Return** ............................................. 17.98% 15.76%
EQ/Capital Guardian Research
RIA 0.00% (c)
Unit value, end of period .................................. $ 142.74 $ 127.38
Net Assets (000's) ......................................... $ 397 $ 370
Number of units outstanding, end of period (000's) ......... 3 3
Total Return** ............................................. 12.06% 6.05%
MRP 1.00% (e)
Unit value, end of period .................................. $ 17.96 $ 16.19
Net Assets (000's) ......................................... $ 6,551 $ 6,001
Number of units outstanding, end of period (000's) ......... 362 371
Total Return** ............................................. 10.93% 4.85%
Years Ended December 31,
-----------------------------------------
2004 2003 2002
------------- ------------- -------------
EQ/Calvert Socially Responsible
RIA 0.00%
Unit value, end of period .................................. $ 86.05 $ 83.07 $ 64.92
Net Assets (000's) ......................................... $ 1 -- --
Number of units outstanding, end of period (000's) ......... -- -- --
Total Return** ............................................. 3.59% 27.96% (26.45)%
EQ/Calvert Socially Responsible 1.00%
MRP 1.00%
Unit value, end of period .................................. $ 7.57 $ 7.41 $ 5.87
Net Assets (000's) ......................................... $ 1,008 $ 7,735 $ 332
Number of units outstanding, end of period (000's) ......... 135 99 57
Total Return** ............................................. 2.22% 26.24% (27.58)%
EQ/Capital Guardian Growth
RIA 0.00%
Unit value, end of period .................................. $ 72.29 $ 68.49 $ 55.26
Net Assets (000's) ......................................... $ 38 $ 47 $ 96
Number of units outstanding, end of period (000's) ......... 1 1 2
Total Return** ............................................. 5.53% 23.95% (26.34)%
EQ/Capital Guardian International
RIA 0.00%
Unit value, end of period .................................. $ 105.37 $ 92.75 $ 69.94
Net Assets (000's) ......................................... $ 199 $ 144 $ 74
Number of units outstanding, end of period (000's) ......... 2 2 1
Total Return** ............................................. 13.61% 32.61% (15.04)%
EQ/Capital Guardian International 1.00%
MRP 1.00% (g)
Unit value, end of period .................................. $ 9.90 $ 8.82 $ 6.74
Net Assets (000's) ......................................... $ 919 $ 489 $ 148
Number of units outstanding, end of period (000's) ......... 92 55 22
Total Return** ............................................. 12.23% 30.86% (16.27)%
EQ/Capital Guardian Research
RIA 0.00% (c)
Unit value, end of period .................................. $ 120.11 $ 108.30 $ 82.36
Net Assets (000's) ......................................... $ 803 $ 646 $ 724
Number of units outstanding, end of period (000's) ......... 7 6 9
Total Return** ............................................. 10.90% 31.49% (24.67)%
MRP 1.00% (e)
Unit value, end of period .................................. $ 15.44 $ 14.10 $ 10.87
Net Assets (000's) ......................................... $ 5,657 $ 5,142 $ 3,489
Number of units outstanding, end of period (000's) ......... 365 364 321
Total Return** ............................................. 9.53% 29.72% 8.70%
FSA-82
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values (Continued)
[Enlarge/Download Table]
Years Ended December 31,
-----------------------------------------------------------------
2006 2005 2004 2003 2002
------------ ------------ ------------ ------------ -------------
EQ/Capital Guardian U.S. Equity (a)
RIA 0.00%
Unit value, end of period .................................. $ 136.11 $ 123.78 $ 116.82 $ 106.85 $ 78.34
Net Assets (000's) ......................................... $ 43 $ 38 $ 302 $ 362 $ 244
Number of units outstanding, end of period (000's) ......... -- -- 3 3 3
Total Return** ............................................. 9.96% 5.96% 9.33% 36.39% (23.67)%
MRP 1.00% (c)
Unit value, end of period .................................. $ 15.05 $ 13.84 $ 13.21 $ 12.24 $ 9.09
Net Assets (000's) ......................................... $ 2,066 $ 1,591 $ 1,410 $ 789 $ 164
Number of units outstanding, end of period (000's) ......... 137 115 106 64 18
Total Return** ............................................. 8.74% 4.75% 7.92% 34.63% (9.09)%
EQ/Equity 500 Index
RIA 0.05%
Unit value, end of period .................................. $ 365.64 $ 317.06 $ 303.09 $ 274.41 $ 214.26
Net Assets (000's) ......................................... $ 4,992 $ 4,802 $ 7,176 $ 10,817 $ 8,827
Number of units outstanding, end of period (000's) ......... 14 15 24 25 41
Total Return** ............................................. 15.32% 4.61% 10.45% 28.07% (22.23)%
EQ/Equity 500 Index 1.00%
MRP 1.00%
Unit value, end of period .................................. $ 9.37 $ 8.23 $ 7.97 $ 7.32 $ 5.81
Net Assets (000's) ......................................... $ 17,308 $ 14,545 $ 13,226 $ 6,978 $ 6,298
Number of units outstanding, end of period (000's) ......... 1,844 1,768 1,658 1,477 1,084
Total Return** ............................................. 13.85% 3.21% 8.90% 26.00% (23.55)%
EQ/Evergreen Omega
RIA 0.00%
Unit value, end of period .................................. $ 95.85 $ 90.54 $ 87.09 $ 81.36 $ 58.87
Net Assets (000's) ......................................... $ 103 -- $ 60 $ 55 $ 43
Number of units outstanding, end of period (000's) ......... 1 -- 1 1 1
Total Return** ............................................. 5.86% 3.96 7.04% 38.21% (24.02)%
EQ/FI Mid Cap
RIA 0.00%
Unit value, end of period .................................. $ 140.14 $ 125.66 $ 118.14 $ 101.82 $ 70.90
Net Assets (000's) ......................................... $ 357 $ 496 $ 657 $ 598 $ 269
Number of units outstanding, end of period (000's) ......... 3 4 6 6 4
Total Return** ............................................. 11.52% 6.37% 16.03% 43.61% (18.47)%
EQ/FI Mid Cap Value
RIA 0.00%
Unit value, end of period .................................. $ 196.16 $ 174.40 $ 156.66 $ 132.94 $ 99.75
Net Assets (000's) ......................................... $ 575 $ 746 $ 758 $ 891 $ 1,093
Number of units outstanding, end of period (000's) ......... 3 4 5 7 11
Total Return** ............................................. 12.48% 11.32% 17.85% 33.27% (14.70)%
FSA-83
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values (Continued)
[Enlarge/Download Table]
Years Ended December 31,
---------------------------
2006 2005
------------- -------------
EQ/FI Small/Mid Cap Value 1.00%
MRP 1.00%
Unit value, end of period .................................. $ 15.80 $ 14.20
Net Assets (000's) ......................................... $ 10,479 $ 10,150
Number of units outstanding, end of period (000's) ......... 663 715
Total Return** ............................................. 11.27% 10.06%
EQ/GAMCO Small Company Value(i)
MRP 1.00%
Unit value, end of period .................................. $ 10.90 --
Net Assets (000's) ......................................... $ 176 --
Number of units outstanding, end of period (000's) ......... 16 --
Total Return** ............................................. 8.96% --
EQ/Janus Large Cap Growth
RIA 0.00%
Unit value, end of period .................................. $ 69.36 $ 68.55
Net Assets (000's) ......................................... $ 250 $ 106
Number of units outstanding, end of period (000's) ......... 4 2
Total Return** ............................................. 1.18% 7.29%
EQ/JPMorgan Value Opportunities
RIA 0.00%
Unit value, end of period .................................. $ 159.01 $ 132.10
Net Assets (000's) ......................................... $ 399 $ 360
Number of units outstanding, end of period (000's) ......... 3 3
Total Return** ............................................. 20.37% 3.93%
EQ/Marsico Focus
RIA 0.00%
Unit value, end of period .................................. $ 164.80 $ 150.75
Net Assets (000's) ......................................... $ 468 $ 676
Number of units outstanding, end of period (000's) ......... 3 4
Total Return** ............................................. 9.32% 10.71%
EQ/Mercury Basic Value Equity
RIA 0.00%
Unit value, end of period .................................. $ 226.87 $ 187.64
Net Assets (000's) ......................................... $ 403 $ 461
Number of units outstanding, end of period (000's) ......... 2 2
Total Return** ............................................. 20.91% 2.95%
EQ/Mercury International Value (f)
RIA 0.00%
Unit value, end of period .................................. $ 169.44 $ 134.82
Net Assets (000's) ......................................... $ 401 $ 518
Number of units outstanding, end of period (000's) ......... 2 4
Total Return** ............................................. 25.68% 10.84%
Years Ended December 31,
-----------------------------------------
2004 2003 2002
------------- ------------- -------------
EQ/FI Small/Mid Cap Value 1.00%
MRP 1.00%
Unit value, end of period .................................. $ 12.90 $ 11.08 $ 8.43
Net Assets (000's) ......................................... $ 6,615 $ 4,772 $ 3,153
Number of units outstanding, end of period (000's) ......... 513 431 374
Total Return** ............................................. 16.44% 31.44% (16.11)%
EQ/GAMCO Small Company Value(i)
MRP 1.00%
Unit value, end of period .................................. -- -- --
Net Assets (000's) ......................................... -- -- --
Number of units outstanding, end of period (000's) ......... -- -- --
Total Return** ............................................. -- -- --
EQ/Janus Large Cap Growth
RIA 0.00%
Unit value, end of period .................................. $ 63.89 $ 56.98 $ 45.27
Net Assets (000's) ......................................... $ 180 $ 136 $ 106
Number of units outstanding, end of period (000's) ......... 3 2 2
Total Return** ............................................. 12.13% 25.87% (30.31)%
EQ/JPMorgan Value Opportunities
RIA 0.00%
Unit value, end of period .................................. $ 127.11 $ 114.64 $ 90.40
Net Assets (000's) ......................................... $ 359 $ 318 $ 264
Number of units outstanding, end of period (000's) ......... 3 3 3
Total Return** ............................................. 10.88% 26.81% (19.05)%
EQ/Marsico Focus
RIA 0.00%
Unit value, end of period .................................. $ 136.17 $ 123.22 $ 93.97
Net Assets (000's) ......................................... $ 399 $ 290 $ 145
Number of units outstanding, end of period (000's) ......... 3 2 2
Total Return** ............................................. 10.51% 31.13% (11.56)%
EQ/Mercury Basic Value Equity
RIA 0.00%
Unit value, end of period .................................. $ 182.26 $ 164.84 $ 125.65
Net Assets (000's) ......................................... $ 1,259 $ 1,236 $ 1,135
Number of units outstanding, end of period (000's) ......... 7 8 9
Total Return** ............................................. 10.59% 31.17% (16.66)%
EQ/Mercury International Value (f)
RIA 0.00%
Unit value, end of period .................................. $ 121.64 $ 99.99 $ 78.10
Net Assets (000's) ......................................... $ 282 $ 357 $ 373
Number of units outstanding, end of period (000's) ......... 2 4 5
Total Return** ............................................. 21.64% 28.03% (16.63)%
FSA-84
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values (Continued)
[Enlarge/Download Table]
Years Ended December 31,
-------------------------------------------------------------------
2006 2005 2004 2003 2002
------------- ------------ ------------ ------------- -------------
EQ/MFS Emerging Growth Companies
RIA 0.00%
Unit value, end of period .................................. $ 128.71 $ 119.42 $ 109.53 $ 97.26 $ 75.21
Net Assets (000's) ......................................... $ 688 $ 703 $ 1,570 $ 1,469 $ 1,735
Number of units outstanding, end of period (000's) ......... 5 6 14 15 23
Total Return** ............................................. 7.78% 9.03% 12.62% 29.31% (34.32)%
EQ/MFS Emerging Growth Companies
MRP 1.00%
Unit value, end of period .................................. $ 5.49 $ 5.14 $ 4.77 $ 4.29 $ 3.36
Net Assets (000's) ......................................... $ 2,458 $ 2,233 $ 1,737 $ 1,265 $ 629
Number of units outstanding, end of period (000's) ......... 446 434 362 295 187
Total Return** ............................................. 6.81% 7.78% 11.27% 27.68% (35.32)%
EQ/MFS Investors Trust
RIA 0.00%
Unit value, end of period .................................. $ 113.19 $ 100.22 $ 93.50 $ 83.93 $ 68.77
Net Assets (000's) ......................................... $ 89 $ 97 $ 54 $ 47 $ 43
Number of units outstanding, end of period (000's) ......... 1 1 1 1 1
Total Return** ............................................. 12.94% 7.19% 11.40% 22.04% (21.02)%
EQ/Money Market
RIA 0.05%
Unit value, end of period .................................. $ 162.84 $ 155.57 $ 151.28 $ 149.82 $ 148.67
Net Assets (000's) ......................................... $ 1,295 $ 969 $ 1,610 $ 2,671 $ 7,065
Number of units outstanding, end of period (000's) ......... 8 6 11 18 48
Total Return** ............................................. 4.67% 2.84% 0.98% 0.77% 1.44%
EQ/PIMCO Real Return (i)
MRP 1.00%
Unit value, end of period .................................. $ 10.23
Net Assets (000's) ......................................... $ 83
Number of units outstanding, end of period (000's) ......... 8
Total Return** ............................................. 2.30%
EQ/Small Cap Value
RIA 0.00%
Unit value, end of period .................................. $ 228.94 $ 197.17 $ 188.35 $ 160.84 $ 117.08
Net Assets (000's) ......................................... $ 597 $ 749 $ 844 $ 719 $ 482
Number of units outstanding, end of period (000's) ......... 3 4 4 5 4
Total Return** ............................................. 16.11% 4.69% 17.11% 37.37% (13.85)%
EQ/Small Company Index
MRP 1.00%
Unit value, end of period .................................. $ 15.59 $ 13.38 $ 12.99 $ 11.18 $ 7.76
Net Assets (000's) ......................................... $ 4.907 $ 3,168 $ 2,877 $ 1,756 $ 608
Number of units outstanding, end of period (000's) ......... 312 237 219 157 79
Total Return** ............................................. 16.52% 3.07% 16.15% 44.07% (22.17)%
FSA-85
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values (Concluded)
[Enlarge/Download Table]
Years Ended December 31,
----------------------------------------------------------------
2006 2005 2004 2003 2002
------------ ------------ ------------ ------------ ------------
EQ/Van Kampen Emerging Markets Equity
RIA 0.00%
Unit value, end of period .................................. $ 408.83 $ 298.30 $ 224.66 $ 181.64 $ 116.49
Net Assets (000's) ......................................... $ 875 $ 516 $ 383 $ 366 $ 214
Number of units outstanding, end of period (000's) ......... 2 2 2 2 2
Total Return** ............................................. 37.05% 32.78% 23.68% 55.93% (5.91)%
EQ/Van Kampen Emerging Markets Equity(i)
MRP 1.00%
Unit value, end of period .................................. $ 11.75
Net Assets (000's) ......................................... $ 495
Number of units outstanding, end of period (000's) ......... 42
Total Return** ............................................. 17.50%
(a) A substitution of EQ/AXP New Dimensions Portfolio for EQ/Capital
Guardian U.S. Equity Portfolio occurred on July 12, 2002.
(b) A substitution of EQ/AXP Strategy Aggressive Portfolio for
EQ/AllianceBernstein Small Cap Growth Portfolio occurred on July 12,
2002.
(c) A substitution of EQ/MFS Research Portfolio for EQ/Capital Guardian
Research Portfolio occurred on November 22, 2002.
(d) A substitution of EQ/Alliance Global Portfolio for EQ/Alliance
International Bernstein Portfolio occurred on November 22, 2002.
(e) Units were made available for sale on November 22, 2002.
(f) A substitution of EQ/T. Rowe Price International Portfolio for
EQ/Mercury International Value Portfolio occurred on April 26, 2002.
(g) A substitution of EQ/Technology Portfolio for Alliance Premier VIP
Technology Portfolio occurred on May 14, 2004.
(h) A substitution of EQ/Alliance Growth Investors Portfolio occurred on
November 22, 2002. Units were purchased in Separate Account No. 10
(Alliance Balanced Portfolio).
(i) Units were available for sale on May 1, 2006.
(*) Expenses as a percentage of Average Net Assets (0.05%, 0.25%, 0.40%,
0.50%, 1.00%, 1.04%, 1.25%, 1.40%, 1.50%, 1.66% annualized) for each
period indicated charges made directly to contract owner account through
the redemption of units and expenses of the underlying fund have been
excluded.
(**) These amounts represent the total return for the periods indicated,
including changes in the value of the underlying fund, and expenses
assessed through the reduction of unit values. These ratios do not
include any expenses assessed through the redemption of units.
Investment options with a date notation indicate the effective date of
that investment option in the variable account. The total return is
calculated for each period indicated from the effective date through the
end of the reporting period.
FSA-86
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
8. Investment Income Ratios
Shown below is the Investment Income Ratios throughout the periods indicated
for Separate Accounts 13, 10, 4 and 3. The investment income ratio is
calculated by taking the gross investment income earned divided by the
average net assets of a fund during the periods indicated.
[Enlarge/Download Table]
2006 2005 2004 2003 2002
---------- ---------- ---------- ---------- ----------
Separate Account No. 13 ......... 4.92% 4.10% 3.81% 3.49% 4.25%
Separate Account No. 10 ......... 3.03 2.57 2.19 2.25 2.89
Separate Account No. 4 .......... 0.69 0.46 0.46 0.47 0.40
Separate Account No. 3 .......... 0.40 0.11 0.14 0.27 0.26
Shown below is the Investment Income Ratios throughout the periods indicated
for Separate Account No. 66. These amounts represent the dividends, excluding
distributions of capital gains, received by the Account from the underlying
mutual fund, net of management fees assessed by the fund manager, divided by
the average net assets. These ratios exclude those expenses, such as
asset-based charges, that result in direct reductions in the unit values. The
recognition of investment income by the Account is affected by the timing of
the declaration of dividends by the underlying fund in which the Account
invests. The investment income ratios previously disclosed for 2005, 2004 and
2003 incorrectly included capital gains distributions as a component of net
investment income. The ratios disclosed below have been revised to exclude
such distributions.
[Enlarge/Download Table]
2006 2005 2004 2003 2002
---------- ---------- ---------- ---------- ----------
AXA Premier VIP High Yield ..................... 5.95% 7.88% 6.25% 5.10% 8.55%
AXA Premier VIP Technology ..................... -- -- 1.22% -- --
EQ/AllianceBernstein Growth and Income ......... 1.39% 1.08% 1.47% 1.08% 1.26%
EQ/AllianceBernstein Intermediate Government
Securities .................................... 4.02% 1.55% 3.13% 4.25% 6.12%
EQ/AllianceBernstein International ............. 1.72% 1.75% 2.11% 2.02% --
EQ/AllianceBernstein Large Cap Growth .......... -- -- -- -- --
EQ/AllianceBernstein Quality Bond .............. 3.24% 3.29% 3.43% 2.51% 3.96%
EQ/AllianceBernstein Small Cap Growth .......... -- -- -- -- --
EQ/AllianceBernstein Value ..................... 1.64% 0.78% 1.39% 1.41% 1.71%
EQ/Calvert Socially Responsible ................ -- -- -- -- --
EQ/Capital Guardian Growth ..................... 0.14% 0.22% 0.50% 0.07% 0.12%
EQ/Capital Guardian International .............. 1.53% 1.69% 1.55% 1.48% 1.76%
EQ/Capital Guardian Research ................... 0.57% 0.55% 0.63% 0.44% 0.58%
EQ/Capital Guardian U.S. Equity ................ 1.35% 0.55% 0.52% 0.37% 0.53%
EQ/Equity 500 Index ............................ 1.64% 1.32% 1.69% 1.31% 2.03%
EQ/Evergreen Omega ............................. 4.52% 0.05% 0.29% -- --
EQ/FI Mid Cap .................................. 2.75% 7.85% 2.28% -- 0.02%
EQ/FI Mid Cap Value ............................ 0.30% 5.10% 2.61% 0.39% 0.61%
EQ/GAMCO Small Company Value ................... 2.28% -- -- -- --
EQ/Janus Large Cap Growth ...................... -- -- 0.28% -- --
EQ/JPMorgan Value Opportunities ................ 4.29% 1.52% 1.32% 1.37% 1.13%
EQ/Marsico Focus ............................... 0.73% -- -- -- --
EQ/Mercury Basic Value Equity .................. 2.69% 0.95% 2.04% 0.48% 1.16%
EQ/Mercury International Value ................. 2.42% 1.92% 1.44% 2.10% 0.84%
EQ/MFS Emerging Growth Companies ............... -- -- -- -- --
EQ/MFS Investors Trust ......................... 0.87% 0.61% 0.59% 0.60% 0.53%
EQ/Money Market ................................ 3.80% 2.93% 0.84% 0.49% 1.68%
EQ/PIMCO Real Return ........................... 8.98% -- -- -- --
FSA-87
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
8. Investment Income Ratios (Concluded)
[Download Table]
EQ/Small Cap Value ............................ 4.67% 3.93% 5.70% 0.91% 1.23%
EQ/Small Company Index ........................ 1.39% 1.15% 2.58% 0.37% 0.67%
EQ/Van Kampen Emerging Markets Equity ......... 0.60% 0.51% 0.60% 0.79% --
FSA-88
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholder of
AXA Equitable Life Insurance Company
In our opinion, based on our audits and the reports of other auditors, the
accompanying consolidated balance sheets and the related consolidated statements
of earnings, of shareholder's equity and comprehensive income and of cash flows
present fairly, in all material respects, the financial position of AXA
Equitable Life Insurance Company and its subsidiaries ("AXA Equitable") at
December 31, 2006 and 2005, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2006 in
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of AXA Equitable's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the financial statements of
AllianceBernstein L.P. and AllianceBernstein Holding L.P., subsidiaries of AXA
Equitable, as of and for the year ended December 31, 2005, whose statements
reflect total assets of seven percent of the related consolidated total as of
December 31, 2005, and total revenues of thirty-six percent of the related
consolidated total for the year ended December 31, 2005. Those statements were
audited by other auditors whose reports thereon have been furnished to us, and
our opinion expressed herein, insofar as it relates to the amounts included for
AllianceBernstein L.P. and AllianceBernstein Holding L.P., is based solely on
the reports of the other auditors. We conducted our audits of these statements
in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits and the reports of other auditors provide a reasonable
basis for our opinion.
As discussed in Note 2 of the Notes to Consolidated Financial Statements, the
Company changed its method of accounting for share-based compensation on
January 1, 2006, for defined benefit pension and other postretirement plans on
December 31, 2006 and for certain nontraditional long-duration contracts and
Separate Accounts on January 1, 2004.
/s/ PricewaterhouseCoopers LLP
New York, New York
March 15, 2007
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The General Partner and Unitholders
AllianceBernstein L.P.
We have audited the accompanying consolidated statement of financial condition
of AllianceBernstein L.P. and subsidiaries ("AllianceBernstein"), formerly
Alliance Capital Management L.P., as of December 31, 2005, and the related
consolidated statements of income, changes in partners' capital and
comprehensive income and cash flows for each of the years in the two-year period
ended December 31, 2005. These consolidated financial statements are the
responsibility of the management of the General Partner. Our responsibility is
to express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of AllianceBernstein as
of December 31, 2005, and the results of their operations and their cash flows
for each of the years in the two-year period ended December 31, 2005, in
conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
New York, New York
February 24, 2006
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The General Partner and Unitholders
AllianceBernstein Holding L.P.
We have audited the accompanying statement of financial condition of
AllianceBernstein Holding L.P. ("AllianceBernstein Holding"), formerly Alliance
Capital Management Holding L.P., as of December 31, 2005, and the related
statements of income, changes in partners' capital and comprehensive income and
cash flows for each of the years in the two-year period ended December 31, 2005.
These financial statements are the responsibility of the management of the
General Partner. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AllianceBernstein Holding as of
December 31, 2005, and the results of its operations and its cash flows for each
of the years in the two-year period ended December 31, 2005, in conformity with
U.S. generally accepted accounting principles.
/s/ KPMG LLP
New York, New York
February 24, 2006
F-3
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2006 AND 2005
[Enlarge/Download Table]
2006 2005
--------------- --------------
(IN MILLIONS)
ASSETS
Investments:
Fixed maturities available for sale, at estimated fair value.............. $ 29,031.1 $ 30,034.8
Mortgage loans on real estate............................................. 3,240.7 3,233.9
Equity real estate, held for the production of income..................... 569.6 616.2
Policy loans.............................................................. 3,898.1 3,824.2
Other equity investments.................................................. 1,562.1 1,208.5
Trading securities........................................................ 465.1 314.3
Other invested assets..................................................... 891.6 890.2
--------------- --------------
Total investments....................................................... 39,658.3 40,122.1
Cash and cash equivalents................................................... 1,268.0 1,112.1
Cash and securities segregated, at estimated fair value..................... 1,864.0 1,720.8
Broker-dealer related receivables........................................... 3,481.0 2,929.1
Deferred policy acquisition costs........................................... 8,316.5 7,557.3
Goodwill and other intangible assets, net................................... 3,738.6 3,758.8
Amounts due from reinsurers................................................. 2,689.3 2,604.4
Loans to affiliates......................................................... 400.0 400.0
Other assets................................................................ 3,068.8 3,787.6
Separate Accounts' assets................................................... 84,801.6 69,997.0
--------------- --------------
TOTAL ASSETS................................................................ $ 149,286.1 $ 133,989.2
=============== ==============
LIABILITIES
Policyholders' account balances............................................. $ 26,439.0 $ 27,194.0
Future policy benefits and other policyholders liabilities.................. 14,085.4 13,997.8
Broker-dealer related payables.............................................. 950.3 1,226.9
Customers related payables.................................................. 3,980.7 2,924.3
Amounts due to reinsurers................................................... 1,070.8 1,028.3
Short-term and long-term debt............................................... 783.0 855.4
Loans from affiliates....................................................... 325.0 325.0
Income taxes payable........................................................ 2,974.2 2,895.6
Other liabilities........................................................... 1,815.8 1,735.0
Separate Accounts' liabilities.............................................. 84,801.6 69,997.0
Minority interest in equity of consolidated subsidiaries.................... 2,289.9 2,096.4
Minority interest subject to redemption rights.............................. 288.0 271.6
--------------- --------------
Total liabilities....................................................... 139,803.7 124,547.3
--------------- --------------
Commitments and contingent liabilities (Notes 2, 5, 9, 18 and 19)
SHAREHOLDER'S EQUITY
Common stock, $1.25 par value, 2.0 million shares authorized,
issued and outstanding................................................... 2.5 2.5
Capital in excess of par value.............................................. 5,139.6 4,976.3
Retained earnings........................................................... 4,507.6 4,030.8
Accumulated other comprehensive (loss) income............................... (167.3) 432.3
--------------- --------------
Total shareholder's equity.............................................. 9,482.4 9,441.9
--------------- --------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY.................................. $ 149,286.1 $ 133,989.2
=============== ==============
See Notes to Consolidated Financial Statements.
F-4
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
[Enlarge/Download Table]
2006 2005 2004
--------------- --------------- ---------------
(IN MILLIONS)
REVENUES
Universal life and investment-type product
policy fee income........................................... $ 2,252.7 $ 1,889.3 $ 1,595.4
Premiums...................................................... 817.8 881.7 879.6
Net investment income......................................... 2,397.0 2,491.8 2,500.8
Investment gains, net......................................... 46.9 55.4 65.0
Commissions, fees and other income............................ 4,373.0 3,626.2 3,384.1
--------------- --------------- ---------------
Total revenues.......................................... 9,887.4 8,944.4 8,424.9
--------------- --------------- ---------------
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits....................................... 1,960.5 1,859.8 1,867.1
Interest credited to policyholders' account balances.......... 1,082.5 1,065.5 1,038.1
Compensation and benefits..................................... 2,090.4 1,802.9 1,604.9
Commissions................................................... 1,394.4 1,128.7 1,017.3
Distribution plan payments.................................... 292.9 292.0 374.2
Amortization of deferred sales commissions.................... 100.4 132.0 177.4
Interest expense.............................................. 70.4 76.3 76.8
Amortization of deferred policy acquisition costs............. 689.3 601.3 472.9
Capitalization of deferred policy acquisition costs........... (1,363.4) (1,199.4) (1,015.9)
Rent expense.................................................. 204.1 165.2 185.0
Amortization of other intangible assets....................... 23.6 23.5 22.9
Other operating costs and expenses............................ 1,262.6 952.4 928.4
--------------- --------------- ---------------
Total benefits and other deductions..................... 7,807.7 6,900.2 6,749.1
--------------- --------------- ---------------
Earnings from continuing operations before
income taxes and minority interest.......................... 2,079.7 2,044.2 1,675.8
Income taxes.................................................. (427.3) (519.2) (396.9)
Minority interest in net income of consolidated subsidiaries.. (599.9) (466.9) (384.0)
--------------- --------------- ---------------
Earnings from continuing operations........................... 1,052.5 1,058.1 894.9
Earnings from discontinued operations, net of income taxes.... 26.2 15.7 6.8
(Losses) gains on disposal of discontinued operations,
net of income taxes........................................ (1.9) - 31.1
Cumulative effect of accounting changes, net of
income taxes............................................... - - (2.9)
--------------- --------------- ---------------
Net Earnings.................................................. $ 1,076.8 $ 1,073.8 $ 929.9
=============== =============== ===============
See Notes to Consolidated Financial Statements.
F-5
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY AND COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
[Enlarge/Download Table]
2006 2005 2004
--------------- -------------- --------------
(IN MILLIONS)
SHAREHOLDER'S EQUITY
Common stock, at par value, beginning and end of year............. $ 2.5 $ 2.5 $ 2.5
--------------- -------------- --------------
Capital in excess of par value, beginning of year................. 4,976.3 4,890.9 4,848.2
Changes in capital in excess of par value......................... 163.3 85.4 42.7
--------------- -------------- --------------
Capital in excess of par value, end of year....................... 5,139.6 4,976.3 4,890.9
--------------- -------------- --------------
Retained earnings, beginning of year.............................. 4,030.8 3,457.0 3,027.1
Net earnings...................................................... 1,076.8 1,073.8 929.9
Dividends on common stock......................................... (600.0) (500.0) (500.0)
--------------- -------------- --------------
Retained earnings, end of year.................................... 4,507.6 4,030.8 3,457.0
--------------- -------------- --------------
Accumulated other comprehensive income, beginning of year......... 432.3 874.1 892.8
Other comprehensive loss ......................................... (150.1) (441.8) (18.7)
Adjustment to initially apply SFAS No.158, net of income taxes ... (449.5) - -
--------------- -------------- --------------
Accumulated other comprehensive (loss) income, end of year........ (167.3) 432.3 874.1
--------------- -------------- --------------
TOTAL SHAREHOLDER'S EQUITY, END OF YEAR........................... $ 9,482.4 $ 9,441.9 $ 9,224.5
=============== ============== ==============
COMPREHENSIVE INCOME
Net earnings...................................................... $ 1,076.8 $ 1,073.8 $ 929.9
--------------- -------------- --------------
Change in unrealized losses, net of reclassification
adjustments.................................................... (150.1) (441.8) (31.1)
Cumulative effect of accounting changes........................... - - 12.4
--------------- -------------- --------------
Other comprehensive loss.......................................... (150.1) (441.8) (18.7)
--------------- -------------- --------------
COMPREHENSIVE INCOME.............................................. $ 926.7 $ 632.0 $ 911.2
=============== ============== ==============
See Notes to Consolidated Financial Statements.
F-6
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
[Enlarge/Download Table]
2006 2005 2004
--------------- --------------- ---------------
(IN MILLIONS)
Net earnings.................................................. $ 1,076.8 $ 1,073.8 $ 929.9
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Interest credited to policyholders' account balances........ 1,082.5 1,065.5 1,038.1
Universal life and investment-type product
policy fee income......................................... (2,252.7) (1,889.3) (1,595.4)
Net change in broker-dealer and customer related
receivables/payables...................................... 117.2 (347.4) 379.6
Investment gains, net....................................... (46.9) (55.4) (65.0)
Change in deferred policy acquisition costs................. (674.1) (598.1) (543.0)
Change in future policy benefits............................ 52.7 64.4 129.3
Change in income tax payable................................ 425.9 340.5 349.6
Change in accounts payable and accrued expenses............. 85.5 23.7 (27.4)
Change in segregated cash and securities, net............... (143.2) (231.8) (203.2)
Minority interest in net income of consolidated subsidiaries 599.9 466.9 384.1
Change in fair value of guaranteed minimum income
benefit reinsurance contracts............................. 14.8 (42.6) (61.0)
Amortization of deferred sales commissions.................. 100.4 132.0 177.4
Other depreciation and amortization......................... 144.9 149.6 210.3
Amortization of other intangible assets, net................ 23.6 23.6 22.9
Losses (gains) on disposal of discontinued operations ...... 1.9 - (31.1)
Other, net.................................................. 363.5 (134.6) 14.3
--------------- --------------- ---------------
Net cash provided by (used in) operating activities........... 972.7 40.8 1,109.4
--------------- --------------- ---------------
Cash flows from investing activities:
Maturities and repayments................................... 2,962.2 2,926.2 3,341.9
Sales of investments........................................ 1,536.9 2,432.9 2,983.6
Purchases of investments.................................... (4,262.3) (5,869.1) (7,052.5)
Change in short-term investments............................ 65.6 13.8 (18.4)
Purchase of minority interest in consolidated subsidiary ... - - (410.7)
Increased in capitalized software, leasehold improvements
and EDP equipment ....................................... (146.1) (101.2) (69.3)
Other, net.................................................. (390.4) (116.3) 173.2
--------------- --------------- ---------------
Net cash used in investing activities......................... (234.1) (713.7) (1,052.2)
--------------- --------------- ---------------
F-7
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Cash flows from financing activities:
Policyholders' account balances:
Deposits.................................................. $ 3,865.2 $ 3,816.8 $ 4,029.4
Withdrawals from and transfers to Separate Accounts....... (3,569.1) (2,779.1) (2,716.0)
Net change in short-term financings......................... 327.7 - -
Repayments of long-term debt ............................... (400.0) (400.0) -
Proceeds in loans from affiliates........................... - 325.0 -
Shareholder dividends paid.................................. (600.0) (500.0) (500.0)
Other, net.................................................. (206.5) (417.3) (130.1)
----------------- ----------------- -----------------
Net cash (used in) provided by financing activities........... (582.7) 45.4 683.3
----------------- ----------------- -----------------
Change in cash and cash equivalents........................... 155.9 (627.5) 740.5
Cash and cash equivalents, beginning of year.................. 1,112.1 1,739.6 999.1
----------------- ----------------- -----------------
Cash and Cash Equivalents, End of Year........................ $ 1,268.0 $ 1,112.1 $ 1,739.6
================= ================= =================
Supplemental cash flow information:
Interest Paid............................................... $ 59.9 $ 74.5 $ 86.2
================= ================= =================
Income Taxes (Refunded) Paid................................ $ (40.8) $ 146.5 $ 154.4
================= ================= =================
See Notes to Consolidated Financial Statements.
F-8
AXA EQUITABLE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1) ORGANIZATION
AXA Equitable Life Insurance Company ("AXA Equitable," and collectively
with its consolidated subsidiaries the "Company") is an indirect, wholly
owned subsidiary of AXA Financial, Inc. ("AXA Financial," and
collectively with its consolidated subsidiaries, "AXA Financial Group").
AXA Financial is a wholly owned subsidiary of AXA, a French holding
company for an international group of insurance and related financial
services companies.
The Company conducts operations in two business segments: the Insurance
and Investment Management segments. The Company's management evaluates
the performance of each of these segments independently and allocates
resources based on current and future requirements of each segment.
Insurance
---------
The Insurance segment offers a variety of traditional, variable and
interest-sensitive life insurance products, variable and fixed-interest
annuity products, mutual funds and other investment products and asset
management to individuals and small and medium size businesses and
professional and trade associations. This segment includes Separate
Accounts for individual insurance and annuity products.
The Company's insurance business is conducted principally by AXA
Equitable and its wholly owned life insurance subsidiary, AXA Life and
Annuity Company ("AXA Life"), formerly The Equitable of Colorado.
Investment Management
---------------------
The Investment Management segment (formerly the Investment Services
segment) is principally comprised of the investment management business
of AllianceBernstein L.P., a Delaware limited partnership, and its
subsidiaries ("AllianceBernstein"). AllianceBernstein provides research,
diversified investment management and related services globally to a
broad range of clients. Its principal services include: (a)
institutional investments, including unaffiliated corporate and public
employee pension funds, endowment funds, domestic and foreign
institutions and governments, by means of separately managed accounts,
sub-advisory relationships, structured products, group trusts, mutual
funds and other investment vehicles, (b) retail, servicing individual
investors, primarily by means of retail mutual funds, sub-advisory
relationships in respect of mutual funds sponsored by third parties,
separately managed account programs that are sponsored by various
financial intermediaries worldwide, and other investment vehicles, (c)
private clients, including high-net-worth individuals, trusts and
estates, charitable foundations, partnerships, private and family
corporations and other entities, by means of separately managed
accounts, hedge funds, mutual funds, and other investment vehicles, and
(d) institutional research by means of in-depth independent, fundamental
research, portfolio strategy, trading and brokerage-related services.
Principal subsidiaries of AllianceBernstein include: SCB Inc., formally
known as Sanford C. Bernstein, Inc. ("Bernstein"), Sanford C. Bernstein
& Co. LLC ("SCB LLC"), Sanford C. Bernstein Limited ("SCBL") and SCB
Partners, Inc. ("SCB Partners"). This segment includes institutional
Separate Accounts principally managed by AllianceBernstein that provide
various investment options for large group pension clients, primarily
defined benefit and contribution plans, through pooled or single group
accounts.
In October 2000, AllianceBernstein acquired substantially all of the
assets and liabilities of SCB Inc (the "Bernstein Acquisition"). AXA
Financial agreed to provide liquidity to these former Bernstein
shareholders after a two-year lockout period that ended October 2002.
Since 2002, the Company acquired 18.9 million units in AllianceBernstein
L.P. ("AllianceBernstein Units") at the aggregate market price of $660.4
million from SCB Inc and SCB Partners under a preexisting agreement and
recorded additional goodwill of $217.9 million and other intangible
assets of $26.9 million. Minority interest subject to redemption rights
represents the remaining 16.3 million of private AllianceBernstein Units
issued to former Bernstein shareholders in connection with
AllianceBernstein's acquisition of Bernstein. At December 31, 2006 and
2005, the Company's consolidated economic interest in AllianceBernstein
was 45.6% and 46.3%, respectively. At December 31, 2006 and 2005,
AXA Financial Group's consolidated economic interest in
AllianceBernstein was approximately 60.3% and 61.1%, respectively. On
F-9
February 23, 2007, AXA Financial purchased another tranche of 8.16
million AllianceBernstein Units pursuant to an exercise of the
AllianceBernstein put at a purchase price of approximately $745.7
million. After the purchase, together with its ownership with other AXA
Financial Group companies, the beneficial ownership in AllianceBernstein
L.P. increased by approximately 3% to 63.3%. The remaining 8.16 million
AllianceBernstein Units may be sold to AXA Financial at the prevailing
market price no sooner than nine months after the February 23, 2007
purchase or over the following period ending October 2, 2009.
2) SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
-----------------------------------------------------
The preparation of the accompanying consolidated financial statements in
conformity with generally accepted accounting principles in the United
States of America ("GAAP") requires management to make estimates and
assumptions (including normal, recurring accruals) that affect the
reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates. The
accompanying consolidated financial statements reflect all adjustments
necessary in the opinion of management to present fairly the
consolidated financial position of the Company and its consolidated
results of operations and cash flows for the periods presented.
The accompanying consolidated financial statements include the accounts
of AXA Equitable and its subsidiary engaged in insurance related
businesses (collectively, the "Insurance Group"); other subsidiaries,
principally AllianceBernstein; and those investment companies,
partnerships and joint ventures in which AXA Equitable or its
subsidiaries has control and a majority economic interest as well as
those variable interest entities ("VIEs") that meet the requirements for
consolidation.
All significant intercompany transactions and balances have been
eliminated in consolidation. The years "2006," "2005" and "2004" refer
to the years ended December 31, 2006, 2005 and 2004, respectively.
Certain reclassifications have been made in the amounts presented for
prior periods to conform those periods to the current presentation. The
consolidated statements of cash flows for 2005 and 2004 have been
revised to reflect cash outflows related to capitalized software,
leasehold improvements and EDP equipment as cash used in investing
activities rather than cash used by operating activities to be
consistent with the 2006 presentation.
Accounting Changes
------------------
On December 31, 2006, the Company implemented SFAS No. 158, "Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans,"
requiring employers to recognize the over or under funded status of such
benefit plans as an asset or liability in the balance sheet for
reporting periods ending after December 15, 2006 and to recognize
subsequent changes in that funded status as a component of other
comprehensive income. The funded status of a plan is measured as the
difference between plan assets at fair value and the projected benefit
obligation for pension plans or the benefit obligation for any other
postretirement plan. SFAS No. 158 does not change the determination of
net periodic benefit cost or its presentation in the statement of
earnings. However, its requirements represent a significant change to
previous accounting guidance that generally delayed recognition of
certain changes in plan assets and benefit obligations in the balance
sheet and only required disclosure of the complete funded status of the
plans in the notes to the financial statements.
As required by SFAS No. 158, the $449.5 million, net of income tax and
minority interest, impact of initial adoption has been reported as an
adjustment to the December 31, 2006 balance of accumulated other
comprehensive income in the accompanying consolidated financial
statements. The consequent recognition of the funded status of its
defined benefit pension at December 31, 2006 reduced total assets by
approximately $684.2 million, due to the reduction of prepaid pension
cost of $684.2 million and decreased total liabilities by approximately
$234.7 million. The change in liabilities principally resulted from the
decrease in income taxes payable of $242.7 million partially offset by
an increase in benefit plan liabilities of $12.0 million. See Note 12
of Notes to Consolidated Financial Statements for further information.
SFAS No. 158 imposes an additional requirement, effective for fiscal
years ending after December 15, 2008, to measure plan assets and benefit
obligations as of the date of the employer's year-end balance sheet,
F-10
thereby eliminating the option to elect an earlier measurement date
alternative of not more than three months prior to that date, if used
consistently each year. This provision of SFAS No. 158 will have no
impact on the Company as it already uses a December 31 measurement date
for all of its plan assets and benefits obligations.
On January 1, 2006, the Company adopted SFAS No. 123(R), "Share-Based
Payment". To effect its adoption, the Company elected the "modified
prospective method" of transition. Under this method, prior-period
results were not restated. Prior to the adoption of SFAS No. 123(R), The
Company had elected to continue to account for stock-based compensation
in accordance with Accounting Principles Board Opinion ("APB") No. 25,
"Accounting for Stock Issued to Employees," and, as a result, the
recognition of stock-based compensation expense generally was limited to
amounts attributed to awards of restricted shares and various
cash-settled programs such as stock appreciation rights. SFAS No. 123(R)
requires the cost of all share-based payments to employees to be
recognized in the financial statements based on their fair values,
resulting in compensation expense for certain types of the Company's
equity-classified award programs for which no cost previously would have
been charged to net earnings under APB No. 25, most notably for employee
options to purchase AXA American Depository Receipts ("ADRs") and AXA
ordinary shares and for employee stock purchase plans. As a result of
adopting SFAS No. 123(R) on January 1, 2006, consolidated earnings from
continuing operations before income taxes and minority interest for 2006
and consolidated net earnings for 2006 were $46.9 million and $29.9
million lower, respectively, than if these plans had continued to be
accounted for under APB No. 25.
Under the modified prospective method, the Company applied the
measurement, recognition, and attribution requirements of SFAS No.
123(R) to stock-based compensation awards granted, modified, repurchased
or cancelled on or after January 1, 2006. In addition, beginning in
first quarter 2006, costs associated with unvested portions of
outstanding employee stock option awards at January 1, 2006 that prior
to adoption of SFAS No. 123(R) would have been reflected by the Company
only in pro forma disclosures, were recognized in the consolidated
statement of earnings over the awards' remaining future service-vesting
periods. Liability-classified awards outstanding at January 1, 2006,
such as performance units and stock appreciation rights, were remeasured
to fair value. The remeasurement resulted in no adjustment to their
intrinsic value basis, including the cumulative effect of differences
between actual and expected forfeitures, primarily due to the de minimis
time remaining to expected settlement of these awards.
Effective with its adoption of SFAS No. 123(R), the Company elected the
"short-cut" transition alternative for approximating the historical pool
of windfall tax benefits available in shareholder's equity at January 1,
2006 as provided by the Financial Accounting Standards Board (the
"FASB") in FASB Staff Position ("FSP") No. 123(R)-3, "Transition
Election Related to Accounting For the Tax Effects of Share-Based
Payment Awards". This historical pool represents the cumulative tax
benefits of tax deductions for employee share-based payments in excess
of compensation costs recognized under GAAP, either in the financial
statements or in the pro forma disclosures. In the event that a
shortfall of tax benefits occurs during a reporting period (i.e. tax
deductions are less than the related cumulative compensation expense),
the historical pool will be reduced by the amount of the shortfall. If
the shortfall exceeds the amount of the historical pool, there will be a
negative impact on the results of operations. In 2006, additional
windfall tax benefits resulted from employee exercises of stock option
awards.
On January 1, 2006, the Company adopted the provisions of SFAS No. 154,
"Accounting Changes and Error Corrections," a replacement of APB No. 20,
"Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in
Interim Financial Statements". SFAS No. 154 applies to all voluntary
changes in accounting principle as well as to changes required by an
accounting pronouncement that does not include transition provisions. To
enhance comparability, this statement requires retrospective application
to prior periods' financial statements of changes in accounting
principle, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the change. The
cumulative effect of the change is reported in the carrying value of
assets and liabilities as of the first period presented, with the offset
applied to opening retained earnings. Each period presented is adjusted
to show the period specific effects of the change. Only direct effects
of the change will be retrospectively recognized; indirect effects will
be recognized in the period of change. SFAS No. 154 carries forward
without change APB No. 20's guidance for reporting the correction of an
error and a change in accounting estimate as well as SFAS No. 3's
provisions governing reporting accounting changes in interim financial
statements. The adoption of SFAS No. 154 did not have an impact on the
Company's results of operations or financial position.
In third quarter 2004, the Company began to implement FSP No. 106-2,
"Accounting and Disclosure Requirements Related to the Medicare
Prescription Drug Improvement and Modernization Act of 2003", that
F-11
provides guidance on employers' accounting for the effects of the
Medicare Prescription Drug, Improvement and Modernization Act of 2003
("MMA") signed into law in December 2003. The MMA introduced a
prescription drug benefit under Medicare Part D that would go into
effect in 2006 as well as a Federal subsidy to employers whose plans
provide an "actuarially equivalent" prescription drug benefit. FSP No.
106-2 required the effects of the MMA to be reflected in measurements of
the accumulated postretirement benefits obligation and net periodic
postretirement benefit cost made on or after the date of enactment. As
permitted by FSP No. 106-2, the Company initially elected to defer these
remeasurements and to provide required disclosures pending regulations
regarding the determination of eligibility for the Federal subsidy under
the MMA. Following consideration of regulations and guidance issued by
the Center for Medicare and Medicaid Services in fourth quarter 2005,
management and its actuarial advisors concluded that the prescription
drug benefits provided under the Company's retiree medical plans are
actuarially equivalent to the new Medicare prescription drug benefits.
Consequently, the estimated subsidy has been reflected in measurements
of the accumulated postretirement benefits obligations for these plans
as of January 1, 2005, and the resulting aggregate reduction of $51.9
million was accounted for prospectively as an actuarial experience gain
in accordance with FSP No. 106-2. The impact of the MMA, including the
effect of the subsidy, resulted in a decrease in the annual net periodic
postretirement benefits costs for 2005 of approximately $7.4 million.
At March 31, 2004, the Company completed its transition to the
consolidation and disclosure requirements of FASB Interpretation ("FIN")
46(R), "Consolidation of Variable Interest Entities, Revised".
At December 31, 2006 and 2005, the Insurance Group's General Account
held $5.8 million of investment assets issued by VIEs and determined to
be significant variable interests under FIN 46(R). At December 31, 2006
and 2005, as reported in the consolidated balance sheet, these
investments included $4.7 million of fixed maturities (collateralized
debt and loan obligations) and $1.1 million of other equity investments
(principally investment limited partnership interests) and are subject
to ongoing review for impairment in value. These VIEs do not require
consolidation because management has determined that the Insurance Group
is not the primary beneficiary. These variable interests at December 31,
2006 represent the Insurance Group's maximum exposure to loss from its
direct involvement with the VIEs. The Insurance Group has no further
economic interest in these VIEs in the form of related guarantees,
commitments, derivatives, credit enhancements or similar instruments and
obligations.
Management of AllianceBernstein has reviewed its investment management
agreements and its investments in and other financial arrangements with
certain entities that hold client assets under management to determine
the entities that AllianceBernstein is required to consolidate under FIN
46(R). These include certain mutual fund products domiciled in
Luxembourg, India, Japan, Singapore and Australia (collectively, the
"Offshore Funds"), hedge funds, structured products, group trusts and
joint ventures.
AllianceBernstein derived no direct benefit from client assets under
management of these entities other than investment management fees and
cannot utilize those assets in its operations.
AllianceBernstein has significant variable interests in certain other
VIEs with approximately $226.4 million in client assets under
management. However, these VIEs do not require consolidation because
management has determined that AllianceBernstein is not the primary
beneficiary. AllianceBernstein's maximum exposure to loss in these
entities is limited to its investments in and prospective investment
management fees earned in these entities.
Effective January 1, 2004, the Company adopted the American Institute of
Certified Public Accountants ("AICPA") Statement of Position ("SOP")
03-1, "Accounting and Reporting by Insurance Enterprises for Certain
Nontraditional Long-Duration Contracts and for Separate Accounts." SOP
03-1 required a change in the Company's accounting policies relating to
(a) general account interests in separate accounts, (b) assets and
liabilities associated with market value adjusted fixed rate investment
options available in certain variable annuity contracts, (c) liabilities
related to group pension participating contracts, and (d) liabilities
related to certain mortality and annuitization benefits, such as the no
lapse guarantee feature contained in variable and interest-sensitive
life policies.
The adoption of SOP 03-1 required changes in several of the Company's
accounting policies relating to separate account assets and liabilities.
The Company now reports the General Account's interests in separate
accounts as trading account securities in the consolidated balance
sheet; prior to the adoption of SOP 03-1, such interests were included
in Separate Accounts' assets. Also, the assets and liabilities of two
Separate Accounts are now presented and accounted for as General Account
assets and liabilities.
F-12
Investment assets in these Separate Accounts principally consist of
fixed maturities that are classified as available for sale in the
accompanying consolidated financial statements. These two Separate
Accounts hold assets and liabilities associated with market value
adjusted fixed rate investment options available in certain variable
annuity contracts. In addition, liabilities associated with the market
value adjustment feature are now reported at the accrued account
balance. Prior to the adoption of SOP 03-1, such liabilities had been
reported at market adjusted value.
Prior to the adoption of SOP 03-1, the liabilities for group pension
participating contracts were adjusted only for changes in the fair value
of certain related investment assets that were reported at fair value in
the balance sheet (including fixed maturities and equity securities
classified as available for sale, but not equity real estate or mortgage
loans) with changes in the liabilities recorded directly in Accumulated
other comprehensive income to offset the unrealized gains and losses on
the related assets. SOP 03-1 required an adjustment to the liabilities
for group pension participating contracts to reflect the fair value of
all the assets on which those contracts' returns are based, regardless
of whether those assets are reported at fair value in the balance sheet.
Changes in the liability related to fluctuations in asset fair values
are now reported as Interest credited to policyholders' account balances
in the consolidated statements of earnings.
In addition, the adoption of SOP 03-1 resulted in a change in the method
of determining liabilities associated with the no lapse guarantee
feature contained in variable and interest-sensitive life contracts.
While both the Company's previous method of establishing the no lapse
guarantee reserve and the SOP 03-1 method are based on accumulation of a
portion of the charges for the no lapse guarantee feature, SOP 03-1
specifies a different approach for identifying the portion of the fee to
be accrued and establishing the related reserve.
The adoption of SOP 03-1 as of January 1, 2004 resulted in a decrease in
2004 net earnings of $2.9 million and an increase in other comprehensive
income of $12.4 million related to the cumulative effect of the required
changes in accounting. The determination of liabilities associated with
group pension participating contracts and mortality and annuitization
benefits, as well as related impacts on deferred acquisition costs, is
based on models that involve numerous estimates and subjective
judgments. There can be no assurance that the ultimate actual experience
will not differ from management's estimates.
New Accounting Pronouncements
-----------------------------
On September 15, 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements". SFAS No. 157 establishes a single authoritative
definition of fair value, sets out a framework for measuring fair value,
and requires additional disclosures about fair value measurements. It
applies only to fair value measurements that are already required or
permitted by other accounting standards, except for measurements of
share-based payments and measurements that are similar to, but not
intended to be, fair value. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007,
with earlier application encouraged. Management is currently assessing
the potential impacts of adoption of SFAS No. 157.
On July 13, 2006, the FASB issued FIN 48, "Accounting for Uncertainty in
Income Taxes," to clarify the criteria used to recognize and measure the
economic benefits associated with tax positions taken or expected to be
taken in a tax return. Under FIN 48, a tax benefit is recognized only if
it is "more likely than not" to be sustained assuming examination by the
taxing authority, based on the technical merits of the position. Tax
positions meeting the recognition criteria are required to be measured
at the largest amount of tax benefit that is more than 50 percent likely
of being realized upon ultimate settlement and, accordingly, requires
consideration of the amounts and probabilities of potential settlement
outcomes. FIN 48 also addresses subsequent derecognition of tax
positions, changes in the measurement of recognized tax positions,
accrual and classification of interest and penalties, and accounting in
interim periods. FIN 48 is effective for fiscal years beginning after
December 15, 2006, thereby requiring application of its provisions,
including the threshold criteria for recognition, to all tax positions
of AXA Financial Group at January 1, 2007. The cumulative effect of
applying FIN 48, if any, is to be reported as an adjustment to the
opening balance of retained earnings. In addition, annual disclosures
with respect to income taxes have been expanded by FIN 48 and require
inclusion of a tabular reconciliation of the total amounts of
unrecognized tax benefits at the beginning and end of the reporting
period. Management is currently assessing the potential impacts of
adoption of FIN 48.
On September 19, 2005, the AICPA released SOP 05-1, "Accounting by
Insurance Enterprises for Deferred Acquisition Costs in Connection with
Modifications or Exchanges of Insurance Contracts". The SOP requires
identification of transactions that result in a substantial change in an
insurance contract. Transactions subject to review include internal
contract exchanges, contract modifications via amendment, rider or
F-13
endorsement and elections of benefits, features or rights contained
within the contract. If determined that a substantial change has
occurred, the related deferred policy acquisition costs ("DAC")/VOBA and
other related balances must be written off. The SOP is effective for
transactions occurring in fiscal years beginning after December 15,
2006, with earlier adoption encouraged. Restatement of previously issued
annual financial statements is not permitted, and disclosure of the pro
forma effects of retroactive application or the pro forma effect on the
year of adoption is not required. The adoption of SOP 05-1 is not
expected to have a material impact on the Company's results of
operations or financial position.
Closed Block
------------
As a result of demutualization, the Closed Block was established in 1992
for the benefit of certain individual participating policies that were
in force on that date. Assets, liabilities and earnings of the Closed
Block are specifically identified to support its participating
policyholders.
Assets allocated to the Closed Block inure solely to the benefit of the
Closed Block policyholders and will not revert to the benefit of AXA
Equitable. No reallocation, transfer, borrowing or lending of assets can
be made between the Closed Block and other portions of AXA Equitable's
General Account, any of its Separate Accounts or any affiliate of AXA
Equitable without the approval of the New York Superintendent of
Insurance (the "Superintendent"). Closed Block assets and liabilities
are carried on the same basis as similar assets and liabilities held in
the General Account.
The excess of Closed Block liabilities over Closed Block assets
(adjusted to exclude the impact of related amounts in accumulated other
comprehensive income) represents the expected maximum future post-tax
earnings from the Closed Block that would be recognized in income from
continuing operations over the period the policies and contracts in the
Closed Block remain in force. As of January 1, 2001, the Company has
developed an actuarial calculation of the expected timing of the Closed
Block earnings.
If the actual cumulative earnings from the Closed Block are greater than
the expected cumulative earnings, only the expected earnings will be
recognized in net income. Actual cumulative earnings in excess of
expected cumulative earnings at any point in time are recorded as a
policyholder dividend obligation because they will ultimately be paid to
Closed Block policyholders as an additional policyholder dividend unless
offset by future performance that is less favorable than originally
expected. If a policyholder dividend obligation has been previously
established and the actual Closed Block earnings in a subsequent period
are less than the expected earnings for that period, the policyholder
dividend obligation would be reduced (but not below zero). If, over the
period the policies and contracts in the Closed Block remain in force,
the actual cumulative earnings of the Closed Block are less than the
expected cumulative earnings, only actual earnings would be recognized
in income from continuing operations. If the Closed Block has
insufficient funds to make guaranteed policy benefit payments, such
payments will be made from assets outside the Closed Block.
Many expenses related to Closed Block operations, including amortization
of DAC, are charged to operations outside of the Closed Block;
accordingly, net revenues of the Closed Block do not represent the
actual profitability of the Closed Block operations. Operating costs and
expenses outside of the Closed Block are, therefore, disproportionate to
the business outside of the Closed Block.
Investments
-----------
The carrying values of fixed maturities identified as available for sale
are reported at estimated fair value. Changes in estimated fair value
are reported in comprehensive income. The amortized cost of fixed
maturities is adjusted for impairments in value deemed to be other than
temporary. The redeemable preferred stock investments reported in fixed
maturities include real estate investment trusts ("REIT") perpetual
preferred stock, other perpetual preferred stock and redeemable
preferred stock. These securities may not have a stated maturity, may
not be cumulative and do not provide for mandatory redemption by the
issuer.
Mortgage loans on real estate are stated at unpaid principal balances,
net of unamortized discounts and valuation allowances. Valuation
allowances are based on the present value of expected future cash flows
discounted at the loan's original effective interest rate or on its
collateral value if the loan is collateral dependent. However, if
foreclosure is or becomes probable, the collateral value measurement
method is used.
Impaired mortgage loans without provision for losses are loans where the
fair value of the collateral or the net present value of the expected
future cash flows related to the loan equals or exceeds the recorded
F-14
investment. Interest income earned on loans where the collateral value
is used to measure impairment is recorded on a cash basis. Interest
income on loans where the present value method is used to measure
impairment is accrued on the net carrying value amount of the loan at
the interest rate used to discount the cash flows. Changes in the
present value attributable to changes in the amount or timing of
expected cash flows are reported as investment gains or losses.
Real estate held for the production of income, including real estate
acquired in satisfaction of debt, is stated at depreciated cost less
valuation allowances. At the date of foreclosure (including in-substance
foreclosure), real estate acquired in satisfaction of debt is valued at
estimated fair value. Impaired real estate is written down to fair value
with the impairment loss being included in investment gains (losses),
net.
Depreciation of real estate held for production of income is computed
using the straight-line method over the estimated useful lives of the
properties, which generally range from 40 to 50 years.
Valuation allowances are netted against the asset categories to which
they apply.
Policy loans are stated at unpaid principal balances.
Partnerships, investment companies and joint venture interests in which
the Company has control and a majority economic interest (that is,
greater than 50% of the economic return generated by the entity) or
those that meet FIN 46(R) requirements for consolidation are
consolidated; those in which the Company does not have control and a
majority economic interest and those that do not meet FIN 46(R)
requirements for consolidation are reported on the equity basis of
accounting and are included either with equity real estate or other
equity investments, as appropriate.
Equity securities include common stock and non-redeemable preferred
stock classified as either trading or available for sale securities, are
carried at estimated fair value and are included in other equity
investments.
Trading securities, which include equity securities and fixed
maturities, are carried at estimated fair value.
Short-term investments are stated at amortized cost, which approximates
fair value, and are included with other invested assets.
Cash and cash equivalents includes cash on hand, amounts due from banks
and highly liquid debt instruments purchased with an original maturity
of three months or less.
All securities owned as well as United States government and agency
securities, mortgage-backed securities, futures and forwards
transactions are recorded in the consolidated financial statements on a
trade date basis.
Derivatives
-----------
The Company primarily uses derivatives for asset/liability risk
management, for hedging individual securities and certain equity
exposures and to reduce its exposure to interest rate fluctuations on
its long-term debt obligations. Various derivative instruments are used
to achieve these objectives, including interest rate floors, futures and
interest rate swaps. None of the derivatives were designated as
qualifying hedges under SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities".
The Insurance Group issues certain variable annuity products with
Guaranteed Minimum Death Benefit ("GMBD") and Guaranteed Minimum Income
Benefit ("GMIB") features. The risk associated with the GMDB feature is
that under-performance of the financial markets could result in GMDB
benefits, in the event of death, being higher than what accumulated
policyholder account balances would support. The risk associated with
the GMIB feature is that under-performance of the financial markets
could result in GMIB benefits, in the event of election, being higher
than what accumulated policyholders account balances would support. For
both GMDB and GMIB, the Company retains basis risk and risk associated
with actual versus expected assumptions for mortality, lapse and
election rate. The Company regularly enters into futures contracts to
hedge such risks. The futures contracts are managed to correlate with
changes in the value of the GMDB and GMIB feature that result from
financial markets movements. In addition, the Company has purchased
reinsurance contracts to mitigate the risks associated with the impact
of potential market fluctuations on future policyholder elections of
GMIB features contained in certain annuity contracts issued by the
Company. Reinsurance contracts covering GMIB exposure are considered
derivatives under SFAS No. 133, and, therefore, are required to be
reported in the balance sheet at their fair value. GMIB reinsurance fair
F-15
values are reported in the consolidated balance sheets in Other assets.
Changes in GMIB reinsurance fair values are reflected in Commissions,
fees and other income in the consolidated statements of earnings. Since
there is no readily available market for GMIB reinsurance contracts, the
determination of their fair values is based on models which involve
numerous estimates and subjective judgments including those regarding
expected market rates of return and volatility, GMIB election rates,
contract surrender rates and mortality experience. There can be no
assurance that ultimate actual experience will not differ from
management's estimates. See Note 8 of Notes to Consolidated Financial
Statements.
Margins on individual insurance and annuity contracts are affected by
interest rate fluctuations. If interest rates fall, crediting interest
rates and dividends would be adjusted subject to competitive pressures.
In addition, policies are subject to minimum rate guarantees. To hedge
exposure to lower interest rates, the Company has used interest rate
floors.
The Company is exposed to equity market fluctuations through investments
in Separate Accounts. The Company enters into exchange traded equity
futures contracts to minimize such risk.
The Company is exposed to counterparty risk attributable to hedging
transactions entered into with counterparties. Exposure to credit risk
is controlled with respect to each counterparty through a credit
appraisal and approval process. Each counterparty is currently rated 1
by the National Association of Insurance Commissioners ("NAIC").
All derivatives outstanding at December 31, 2006 and 2005 are recognized
on the balance sheet at their fair values and all outstanding
equity-based and treasury futures contracts were exchange-traded and are
net settled daily. All gains and losses on derivative financial
instruments are reported in earnings.
Net Investment Income, Investment Gains (Losses), Net and Unrealized
--------------------------------------------------------------------
Investment Gains (Losses)
-------------------------
Net investment income and realized investment gains (losses), net
(together, "investment results") related to certain participating group
annuity contracts which are passed through to the contractholders are
offset by amounts reflected as interest credited to policyholders'
account balances.
Realized investment gains (losses) are determined by identification with
the specific asset and are presented as a component of revenue. Changes
in the valuation allowances are included in investment gains or losses.
Realized and unrealized holding gains (losses) on trading securities are
reflected in net investment income.
Unrealized investment gains and losses on fixed maturities and equity
securities available for sale held by the Company are accounted for as a
separate component of accumulated comprehensive income, net of related
deferred income taxes, amounts attributable to certain pension
operations principally consisting of group non-participating wind-up
annuity products ("Wind-up Annuities"), Closed Block policyholders
dividend obligation and DAC related to universal life and
investment-type products and participating traditional life contracts.
Fair Value of Other Financial Instruments
-----------------------------------------
The Company defines fair value as the quoted market prices for those
instruments that are actively traded in financial markets. In cases
where quoted market prices are not available, fair values are estimated
using present value or other valuation techniques. The fair value
estimates are made at a specific point in time, based on available
market information and judgments about the financial instrument,
including estimates of the timing and amount of expected future cash
flows and the credit standing of counterparties. Such estimates do not
reflect any premium or discount that could result from offering for sale
at one time the Company's entire holdings of a particular financial
instrument, nor do they consider the tax impact of the realization of
unrealized gains or losses. In many cases, the fair value estimates
cannot be substantiated by comparison to independent markets, nor can
the disclosed value be realized in immediate settlement of the
instrument.
Certain financial instruments are excluded from fair value disclosures,
particularly insurance liabilities other than financial guarantees and
investment contracts. Fair market values of off-balance-sheet financial
instruments of the Insurance Group were not material at December 31,
2006 and 2005.
F-16
Fair values for mortgage loans on real estate are estimated by
discounting future contractual cash flows using interest rates at which
loans with similar characteristics and credit quality would be made.
Fair values for foreclosed mortgage loans and problem mortgage loans are
limited to the estimated fair value of the underlying collateral if
lower.
Fair values of policy loans are estimated by discounting the face value
of the loans from the time of the next interest rate review to the
present, at a rate equal to the excess of the current estimated market
rates over the current interest rate charged on the loan.
The estimated fair values for the Company's association plan contracts,
supplementary contracts not involving life contingencies ("SCNILC") and
annuities certain, which are included in policyholders' account
balances, and guaranteed interest contracts are estimated using
projected cash flows discounted at rates reflecting expected current
offering rates.
The fair values for variable deferred annuities and single premium
deferred annuities, included in policyholders' account balances, are
estimated as the discounted value of projected account values. Current
account values are projected to the time of the next crediting rate
review at the current crediting rates and are projected beyond that date
at the greater of current estimated market rates offered on new policies
or the guaranteed minimum crediting rate. Expected cash flows and
projected account values are discounted back to the present at the
current estimated market rates.
Fair values for long-term debt are determined using published market
values, where available, or contractual cash flows discounted at market
interest rates. The estimated fair values for non-recourse mortgage debt
are determined by discounting contractual cash flows at a rate that
takes into account the level of current market interest rates and
collateral risk. The estimated fair values for recourse mortgage debt
are determined by discounting contractual cash flows at a rate based
upon current interest rates of other companies with credit ratings
similar to the Company. The Company's carrying value of short-term
borrowings approximates their estimated fair value.
Recognition of Insurance Income and Related Expenses
----------------------------------------------------
Premiums from universal life and investment-type contracts are reported
as deposits to policyholders' account balances. Revenues from these
contracts consist of amounts assessed during the period against
policyholders' account balances for mortality charges, policy
administration charges and surrender charges. Policy benefits and claims
that are charged to expense include benefit claims incurred in the
period in excess of related policyholders' account balances.
Premiums from participating and non-participating traditional life and
annuity policies with life contingencies generally are recognized as
income when due. Benefits and expenses are matched with such income so
as to result in the recognition of profits over the life of the
contracts. This match is accomplished by means of the provision for
liabilities for future policy benefits and the deferral and subsequent
amortization of policy acquisition costs.
For contracts with a single premium or a limited number of premium
payments due over a significantly shorter period than the total period
over which benefits are provided, premiums are recorded as revenue when
due with any excess profit deferred and recognized in income in a
constant relationship to insurance in-force or, for annuities, the
amount of expected future benefit payments.
Premiums from individual health contracts are recognized as income over
the period to which the premiums relate in proportion to the amount of
insurance protection provided.
DAC
---
Acquisition costs that vary with and are primarily related to the
acquisition of new and renewal insurance business, including
commissions, underwriting, agency and policy issue expenses, are
deferred. DAC is subject to recoverability testing at the time of policy
issue and loss recognition testing at the end of each accounting period.
For universal life products and investment-type products, DAC is
amortized over the expected total life of the contract group as a
constant percentage of estimated gross profits arising principally from
investment results, Separate Account fees, mortality and expense margins
and surrender charges based on historical and
F-17
anticipated future experience, updated at the end of each accounting
period. The effect on the amortization of DAC of revisions to estimated
gross profits is reflected in earnings in the period such estimated
gross profits are revised. A decrease in expected gross profits would
accelerate DAC amortization. Conversely, an increase in expected gross
profits would slow DAC amortization. The effect on the DAC asset that
would result from realization of unrealized gains (losses) is recognized
with an offset to accumulated comprehensive income in consolidated
shareholder's equity as of the balance sheet date.
A significant assumption in the amortization of DAC on variable and
interest-sensitive life insurance and variable annuities relates to
projected future Separate Account performance. Management sets expected
future gross profit assumptions related to Separate Account performance
using a long-term view of expected average market returns by applying a
reversion to the mean approach. In applying this approach to develop
estimates of future returns, it is assumed that the market will return
to an average gross long-term return estimate, developed with reference
to historical long-term equity market performance and subject to
assessment of the reasonableness of resulting estimates of future return
assumptions. For purposes of making this reasonableness assessment,
management has set limitations as to maximum and minimum future rate of
return assumptions, as well as a limitation on the duration of use of
these maximum or minimum rates of return. Currently, the average gross
long-term annual return estimate is 9.0% (6.8% net of product weighted
average Separate Account fees), and the gross maximum and minimum annual
rate of return limitations are 15.0% (12.8% net of product weighted
average Separate Account fees) and 0% (-2.2% net of product weighted
average Separate Account fees), respectively. The maximum duration over
which these rate limitations may be applied is 5 years. This approach
will continue to be applied in future periods. If actual market returns
continue at levels that would result in assuming future market returns
of 15% for more than 5 years in order to reach the average gross
long-term return estimate, the application of the 5 year maximum
duration limitation would result in an acceleration of DAC amortization.
Conversely, actual market returns resulting in assumed future market
returns of 0% for more than 5 years would result in a required
deceleration of DAC amortization. As of December 31, 2006, current
projections of future average gross market returns assume a 0.5% return
for 2007, which is within the maximum and minimum limitations, and
assume a reversion to the mean of 9% after 7 quarters.
In addition, projections of future mortality assumptions related to
variable and interest-sensitive life products are based on a long-term
average of actual experience. This assumption is updated quarterly to
reflect recent experience as it emerges. Improvement of life mortality
in future periods from that currently projected would result in future
deceleration of DAC amortization. Conversely, deterioration of life
mortality in future periods from that currently projected would result
in future acceleration of DAC amortization. Generally, life mortality
experience has been improving in recent years.
Other significant assumptions underlying gross profit estimates relate
to contract persistency and general account investment spread.
For participating traditional life policies (substantially all of which
are in the Closed Block), DAC is amortized over the expected total life
of the contract group as a constant percentage based on the present
value of the estimated gross margin amounts expected to be realized over
the life of the contracts using the expected investment yield. At
December 31, 2006, the average rate of assumed investment yields,
excluding policy loans, was 6.0% grading to 6.5% over 10 years.
Estimated gross margin includes anticipated premiums and investment
results less claims and administrative expenses, changes in the net
level premium reserve and expected annual policyholder dividends. The
effect on the amortization of DAC of revisions to estimated gross
margins is reflected in earnings in the period such estimated gross
margins are revised. The effect on the DAC asset that would result from
realization of unrealized gains (losses) is recognized with an offset to
accumulated comprehensive income in consolidated shareholder's equity as
of the balance sheet date.
For non-participating traditional life policies, DAC is amortized in
proportion to anticipated premiums. Assumptions as to anticipated
premiums are estimated at the date of policy issue and are consistently
applied during the life of the contracts. Deviations from estimated
experience are reflected in earnings in the period such deviations
occur. For these contracts, the amortization periods generally are for
the total life of the policy.
Contractholder Bonus Interest Credits
-------------------------------------
Contractholder bonus interest credits are offered on certain deferred
annuity products in the form of either immediate bonus interest credited
or enhanced interest crediting rates. The interest crediting expense
F-18
associated with these contractholder bonus interest credits is deferred
and amortized over the lives of the underlying contracts in a manner
consistent with the amortization of DAC. Unamortized balances are
included in Other assets.
Policyholders' Account Balances and Future Policy Benefits
----------------------------------------------------------
Policyholders' account balances for universal life and investment-type
contracts are equal to the policy account values. The policy account
values represent an accumulation of gross premium payments plus credited
interest less expense and mortality charges and withdrawals.
AXA Equitable issues certain variable annuity products with a GMDB
feature, guaranteed minimum accumulation benefits ("GMAB") and
guaranteed minimum withdrawal benefits for life ("WBL"). AXA Equitable
also issues certain variable annuity products that contain a GMIB
feature which, if elected by the policyholder after a stipulated waiting
period from contract issuance, guarantees a minimum lifetime annuity
based on predetermined annuity purchase rates that may be in excess of
what the contract account value can purchase at then-current annuity
purchase rates. This minimum lifetime annuity is based on predetermined
annuity purchase rates applied to a guaranteed minimum income benefit
base. Reserves for GMDB and GMIB obligations are calculated on the basis
of actuarial assumptions related to projected benefits and related
contract charges generally over the lives of the contracts using
assumptions consistent with those used in estimating gross profits for
purposes of amortizing DAC. The determination of this estimated
liability is based on models which involve numerous estimates and
subjective judgments, including those regarding expected market rates of
return and volatility, contract surrender rates, mortality experience,
and, for GMIB, GMIB election rates. Assumptions regarding Separate
Account performance used for purposes of this calculation are set using
a long-term view of expected average market returns by applying a
reversion to the mean approach, consistent with that used for DAC
amortization. There can be no assurance that ultimate actual experience
will not differ from management's estimates.
For reinsurance contracts other than those covering GMIB exposure,
reinsurance recoverable balances are calculated using methodologies and
assumptions that are consistent with those used to calculate the direct
liabilities.
For participating traditional life policies, future policy benefit
liabilities are calculated using a net level premium method on the basis
of actuarial assumptions equal to guaranteed mortality and dividend fund
interest rates. The liability for annual dividends represents the
accrual of annual dividends earned. Terminal dividends are accrued in
proportion to gross margins over the life of the contract.
For non-participating traditional life insurance policies, future policy
benefit liabilities are estimated using a net level premium method on
the basis of actuarial assumptions as to mortality, persistency and
interest established at policy issue. Assumptions established at policy
issue as to mortality and persistency are based on the Insurance Group's
experience that, together with interest and expense assumptions,
includes a margin for adverse deviation. When the liabilities for future
policy benefits plus the present value of expected future gross premiums
for a product are insufficient to provide for expected future policy
benefits and expenses for that product, DAC is written off and
thereafter, if required, a premium deficiency reserve is established by
a charge to earnings. Benefit liabilities for traditional annuities
during the accumulation period are equal to accumulated contractholders'
fund balances and, after annuitization, are equal to the present value
of expected future payments. Interest rates used in establishing such
liabilities range from 2.0% to 10.9% for life insurance liabilities and
from 2.25% to 8.7% for annuity liabilities.
Individual health benefit liabilities for active lives are estimated
using the net level premium method and assumptions as to future
morbidity, withdrawals and interest. Benefit liabilities for disabled
lives are estimated using the present value of benefits method and
experience assumptions as to claim terminations, expenses and interest.
While management believes its disability income ("DI") reserves have
been calculated on a reasonable basis and are adequate, there can be no
assurance reserves will be sufficient to provide for future liabilities.
F-19
Policyholders' Dividends
------------------------
The amount of policyholders' dividends to be paid (including dividends
on policies included in the Closed Block) is determined annually by AXA
Equitable's board of directors. The aggregate amount of policyholders'
dividends is related to actual interest, mortality, morbidity and
expense experience for the year and judgment as to the appropriate level
of statutory surplus to be retained by AXA Equitable.
At December 31, 2006, participating policies, including those in the
Closed Block, represent approximately 4.4% ($9.1 billion) of directly
written life insurance in-force, net of amounts ceded.
Separate Accounts
-----------------
Generally, Separate Accounts established under New York State Insurance
Law are not chargeable with liabilities that arise from any other
business of the Insurance Group. Separate Accounts assets are subject to
General Account claims only to the extent Separate Accounts assets
exceed Separate Accounts liabilities. Assets and liabilities of the
Separate Accounts represent the net deposits and accumulated net
investment earnings less fees, held primarily for the benefit of
contractholders, and for which the Insurance Group does not bear the
investment risk. Separate Accounts' assets and liabilities are shown on
separate lines in the consolidated balance sheets. Assets held in the
Separate Accounts are carried at quoted market values or, where quoted
values are not readily available, at estimated fair values as determined
by the Insurance Group. The assets and liabilities of three Separate
Accounts are presented and accounted for as General Account assets and
liabilities due to the fact that not all of the investment performance
in those Separate Accounts is passed through to policyholders. Two of
those Separate Accounts were reclassified to the General Account in
connection with the adoption of SOP 03-1 as of January 1, 2004.
The investment results of Separate Accounts on which the Insurance Group
does not bear the investment risk are reflected directly in Separate
Accounts liabilities and are not reported in revenues in the
consolidated statements of earnings. For 2006, 2005 and 2004, investment
results of such Separate Accounts were gains of $5,689.1 million,
$3,409.5 million and $2,191.4 million, respectively.
Deposits to Separate Accounts are reported as increases in Separate
Accounts liabilities and are not reported in revenues. Mortality, policy
administration and surrender charges on all policies including those
funded by Separate Accounts are included in revenues.
Recognition of Investment Management Revenues and Related Expenses
------------------------------------------------------------------
Commissions, fees and other income principally include Investment
Management advisory and service fees. Investment Management advisory and
service base fees, generally calculated as a percentage, referred to as
basis points ("BPs"), of assets under management, are recorded as
revenue as the related services are performed; they include brokerage
transactions charges received by SCB LLC, for certain retail, private
client and institutional investment client transactions. Certain
investment advisory contracts provide for a performance-based fee, in
addition to or in lieu of a base fee, that is calculated as either a
percentage of absolute investment results or a percentage of the related
investment results in excess of a stated benchmark over a specified
period of time. Performance-based fees are recorded as revenue at the
end of each measurement period. Institutional research services revenue
consists of brokerage transaction charges received by SCB LLC and SCBL,
for in-depth research and other services provided to institutional
investors. Brokerage transaction charges earned and related expenses are
recorded on a trade date basis. Distribution revenues and shareholder
servicing fees are accrued as earned.
Commissions paid to financial intermediaries in connection with the sale
of shares of open-end AllianceBernstein mutual funds sold without a
front-end sales charge are capitalized as deferred sales commissions and
amortized over periods not exceeding five and one-half years, the
periods of time during which the deferred sales commissions are
generally recovered from distribution services fees received from those
funds and from contingent deferred sales commissions ("CDSC") received
from shareholders of those funds upon the redemption of their shares.
CDSC cash recoveries are recorded as reductions of unamortized deferred
sales commissions when received.
AllianceBernstein's management tests the deferred sales commission asset
for recoverability quarterly. AllianceBernstein's management determines
recoverability by estimating undiscounted future cash flows to be
realized from this asset, as compared to its recorded amount, as well as
the estimated remaining life of the deferred sales commission asset over
which undiscounted future cash flows are expected to be received.
F-20
Undiscounted future cash flows consist of ongoing distribution services
fees and CDSC. Distribution services fees are calculated as a percentage
of average assets under management related to back-end load shares. CDSC
is based on the lower of cost or current value, at the time of
redemption, of back-end load shares redeemed and the point at which
redeemed during the applicable minimum holding period under the mutual
fund distribution system.
Significant assumptions utilized to estimate future average assets under
management and undiscounted future cash flows from back-end load shares
include expected future market levels and redemption rates. Market
assumptions are selected using a long-term view of expected average
market returns based on historical returns of broad market indices.
Future redemption rate assumptions are determined by reference to actual
redemption experience over the one-year, three-year and five-year
periods ended December 31, 2006. These assumptions are updated
periodically. Estimates of undiscounted future cash flows and the
remaining life of the deferred sales commission asset are made from
these assumptions and the aggregate undiscounted cash flows are compared
to the recorded value of the deferred sales commission asset. If
AllianceBernstein's management determines in the future that the
deferred sales commission asset is not recoverable, an impairment
condition would exist and a loss would be measured as the amount by
which the recorded amount of the asset exceeds its estimated fair value.
Estimated fair value is determined using AllianceBernstein's
management's best estimate of future cash flows discounted to a present
value amount.
Goodwill and Other Intangible Assets
------------------------------------
Goodwill represents the excess of the purchase price over the fair value
of identifiable assets of acquired companies, and relates principally to
the Bernstein Acquisition and purchases of AllianceBernstein units.
Goodwill is tested annually for impairment.
Intangible assets related to the Bernstein Acquisition and purchases of
AllianceBernstein units include costs assigned to contracts of
businesses acquired. These costs continue to be amortized on a
straight-line basis over estimated useful lives of twenty years.
Other Accounting Policies
-------------------------
Capitalized internal-use software is amortized on a straight-line basis
over the estimated useful life of the software.
AXA Financial and certain of its consolidated subsidiaries, including
the Company, file a consolidated Federal income tax return. Current
Federal income taxes are charged or credited to operations based upon
amounts estimated to be payable or recoverable as a result of taxable
operations for the current year. Deferred income tax assets and
liabilities are recognized based on the difference between financial
statement carrying amounts and income tax bases of assets and
liabilities using enacted income tax rates and laws.
Discontinued operations include real estate held-for-sale.
Real estate investments meeting the following criteria are classified as
real estate held-for-sale:
o Management having the authority to approve the action commits the
organization to a plan to sell the property.
o The property is available for immediate sale in its present
condition subject only to terms that are usual and customary
for the sale of such assets.
o An active program to locate a buyer and other actions required
to complete the plan to sell the asset have been initiated and
are continuing.
o The sale of the asset is probable and transfer of the asset is
expected to qualify for recognition as a completed sale within
one year.
o The asset is being actively marketed for sale at a price that
is reasonable in relation to its current fair value.
o Actions required to complete the plan indicate that it is
unlikely that significant changes to the plan will be made or
that the plan will be withdrawn.
Real estate held-for-sale is stated at depreciated cost less valuation
allowances. Valuation allowances on real estate held-for-sale are
computed using the lower of depreciated cost or current estimated fair
value, net of disposition costs. Depreciation is discontinued on real
estate held-for-sale.
F-21
Real estate held-for-sale is included in the Other assets line in the
consolidated balance sheets. The results of operations for real estate
held-for-sale in each of the three years ended December 31, 2006 were
not significant.
3) INVESTMENTS
Fixed Maturities and Equity Securities
--------------------------------------
The following tables provide additional information relating to fixed
maturities and equity securities:
[Enlarge/Download Table]
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
--------------- -------------- --------------- --------------
(IN MILLIONS)
DECEMBER 31, 2006
-----------------
Fixed Maturities:
Available for Sale:
Corporate..................... $ 23,023.3 $ 690.4 $ 264.5 $ 23,449.2
Mortgage-backed............... 1,931.1 2.7 38.3 1,895.5
U.S. Treasury, government
and agency securities....... 1,284.3 29.9 10.4 1,303.8
States and political
subdivisions................ 170.2 17.3 .9 186.6
Foreign governments........... 219.2 38.1 .3 257.0
Redeemable preferred stock.... 1,879.8 78.8 19.6 1,939.0
--------------- -------------- --------------- --------------
Total Available for Sale.... $ 28,507.9 $ 857.2 $ 334.0 $ 29,031.1
=============== ============== =============== ==============
Equity Securities:
Available for sale.............. $ 95.7 $ 2.2 $ .9 $ 97.0
Trading securities.............. 408.0 35.4 9.9 433.5
--------------- -------------- --------------- --------------
Total Equity Securities........... $ 503.7 $ 37.6 $ 10.8 $ 530.5
=============== ============== =============== ==============
December 31, 2005
-----------------
Fixed Maturities:
Available for Sale:
Corporate..................... $ 23,222.8 $ 977.4 $ 190.7 $ 24,009.5
Mortgage-backed............... 2,386.3 8.3 39.3 2,355.3
U.S. Treasury, government
and agency securities....... 1,448.7 37.5 7.6 1,478.6
States and political
subdivisions................ 193.4 19.1 .3 212.2
Foreign governments........... 238.2 40.9 .1 279.0
Redeemable preferred stock.... 1,605.5 104.9 10.2 1,700.2
--------------- -------------- --------------- --------------
Total Available for Sale.... $ 29,094.9 $ 1,188.1 $ 248.2 $ 30,034.8
=============== ============== =============== ==============
Equity Securities:
Available for sale.............. $ 45.7 $ 2.1 $ .4 $ 47.4
Trading securities.............. 262.5 24.5 3.2 283.8
--------------- -------------- --------------- --------------
Total Equity Securities........... $ 308.2 $ 26.6 $ 3.6 $ 331.2
=============== ============== =============== ==============
At December 31, 2006 and 2005 respectively, the Company had trading
fixed maturities with a amortized cost of $30.5 million and $30.5
million and carrying value of $31.6 million and $30.5 million. Gross
unrealized gains on trading fixed maturities were $.5 million and zero
for 2006 and 2005 respectively.
For publicly traded fixed maturities and equity securities, estimated
fair value is determined using quoted market prices. For fixed
maturities without a readily ascertainable market value, the Company
determines estimated fair values using a discounted cash flow approach,
including provisions for credit risk, generally based on the assumption
such securities will be held to maturity. Such estimated fair values do
not
F-22
necessarily represent the values for which these securities could have
been sold at the dates of the consolidated balance sheets. At December
31, 2006 and 2005, securities without a readily ascertainable market
value having an amortized cost of $4,417.0 million and $4,307.8 million,
respectively, had estimated fair values of $4,518.5 million and $4,492.4
million, respectively.
The contractual maturity of bonds at December 31, 2006 is shown below:
[Enlarge/Download Table]
AVAILABLE FOR SALE
-------------------------------------
AMORTIZED ESTIMATED
COST FAIR VALUE
----------------- -----------------
(IN MILLIONS)
Due in one year or less.............................................. $ 988.0 $ 994.9
Due in years two through five........................................ 5,654.5 5,838.3
Due in years six through ten......................................... 10,604.3 10,653.5
Due after ten years.................................................. 7,450.2 7,709.9
----------------- -----------------
Subtotal......................................................... 24,697.0 25,196.6
Mortgage-backed securities........................................... 1,931.1 1,895.5
----------------- -----------------
Total................................................................ $ 26,628.1 $ 27,092.1
================= =================
Bonds not due at a single maturity date have been included in the above
table in the year of final maturity. Actual maturities may differ from
contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
The Company's management, with the assistance of its investment
advisors, monitors the investment performance of its portfolio. This
review process includes a quarterly review of certain assets by the
Insurance Group's Investments Under Surveillance Committee that
evaluates whether any investments are other than temporarily impaired.
Based on the analysis, a determination is made as to the ability of the
issuer to service its debt obligations on an ongoing basis. If this
ability is deemed to be other than temporarily impaired, then the
appropriate provisions are taken.
The following table discloses fixed maturities (1,769 issues) that have
been in a continuous unrealized loss position for less than a twelve
month period and greater than a twelve month period as of December 31,
2006:
[Enlarge/Download Table]
LESS THAN 12 MONTHS 12 MONTHS OR LONGER TOTAL
------------------------------- ---------------------------- ----------------------------
GROSS GROSS GROSS
ESTIMATED UNREALIZED ESTIMATED UNREALIZED ESTIMATED UNREALIZED
FAIR VALUE LOSSES FAIR VALUE LOSSES FAIR VALUE LOSSES
-------------- -------------- ------------- ------------- ------------- -------------
(IN MILLIONS)
Fixed Maturities:
Corporate............. $ 3,081.0 $ 36.9 $ 5,999.7 $ 227.6 $ 9,080.7 $ 264.5
Mortgage-backed....... 189.2 1.3 1,529.0 37.0 1,718.2 38.3
U.S. Treasury,
government and
agency securities... 98.7 .2 447.0 10.2 545.7 10.4
States and political
subdivisions........ - - 25.9 .9 25.9 .9
Foreign governments... 6.6 .1 9.5 .2 16.0 .3
Redeemable
preferred stock..... 174.0 2.4 495.9 17.2 669.9 19.6
-------------- -------------- ------------- ------------- ------------- -------------
Total Temporarily
Impaired Securities .. $ 3,549.5 $ 40.9 $ 8,507.0 $ 293.1 $ 12,056.4 $ 334.0
============== ============== ============= ============= ============= =============
The Insurance Group's fixed maturity investment portfolio includes
corporate high yield securities consisting primarily of public high
yield bonds. These corporate high yield securities are classified as
other than investment grade by the various rating agencies, i.e., a
rating below Baa3/BBB- or NAIC designation of 3 (medium grade), 4 or 5
(below investment grade) or 6 (in or near default). At December 31,
2006,
F-23
approximately $656.0 million or 2.3% of the $28,507.9 million aggregate
amortized cost of fixed maturities held by the Company was considered to
be other than investment grade.
At December 31, 2006, the carrying value of fixed maturities which are
non-income producing for the twelve months preceding the consolidated
balance sheet date was $3.1 million.
Mortgage Loans
--------------
The payment terms of mortgage loans on real estate may from time to time
be restructured or modified. The investment in restructured mortgage
loans on real estate, based on amortized cost, amounted to $65.0 and
$65.3 million at December 31, 2006 and 2005, respectively. Gross
interest income on these loans included in net investment income
aggregated $4.1 million, $5.0 million and $6.9 million in 2006, 2005 and
2004, respectively. Gross interest income on restructured mortgage loans
on real estate that would have been recorded in accordance with the
original terms of such loans amounted to $4.8 million, $6.0 million and
$8.5 million in 2006, 2005 and 2004, respectively.
Impaired mortgage loans along with the related investment valuation
allowances for losses follow:
[Enlarge/Download Table]
DECEMBER 31,
----------------------------------------
2006 2005
------------------ -------------------
(IN MILLIONS)
Impaired mortgage loans with investment valuation allowances....... $ 76.8 $ 78.3
Impaired mortgage loans without investment valuation allowances.... .1 4.5
------------------ -------------------
Recorded investment in impaired mortgage loans..................... 76.9 82.8
Investment valuation allowances.................................... (11.3) (11.8)
------------------ -------------------
Net Impaired Mortgage Loans........................................ $ 65.6 $ 71.0
================== ===================
During 2006, 2005 and 2004, respectively, the Company's average recorded
investment in impaired mortgage loans was $78.8 million, $91.2 million
and $148.3 million. Interest income recognized on these impaired
mortgage loans totaled $4.5 million, $8.9 million and $11.0 million for
2006, 2005 and 2004, respectively.
Mortgage loans on real estate are placed on nonaccrual status once
management believes the collection of accrued interest is doubtful. Once
mortgage loans on real estate are classified as nonaccrual loans,
interest income is recognized under the cash basis of accounting and the
resumption of the interest accrual would commence only after all past
due interest has been collected or the mortgage loan on real estate has
been restructured to where the collection of interest is considered
likely. At December 31, 2006 and 2005, respectively, the carrying value
of mortgage loans on real estate that had been classified as nonaccrual
loans was $65.5 million and $71.1 million.
Equity Real Estate
------------------
The Insurance Group's investment in equity real estate is through direct
ownership and through investments in real estate joint ventures. At
December 31, 2006 and 2005, the Company owned $204.8 million and $217.8
million, respectively, of real estate acquired in satisfaction of debt.
During 2006, 2005 and 2004, no real estate was acquired in satisfaction
of debt.
Accumulated depreciation on real estate was $232.1 million and $214.1
million at December 31, 2006 and 2005, respectively. Depreciation
expense on real estate totaled $21.6 million, $22.6 million and $20.8
million for 2006, 2005 and 2004, respectively.
F-24
Investment valuation allowances for mortgage loans and equity real
estate and changes thereto follow:
[Enlarge/Download Table]
2006 2005 2004
--------------- --------------- --------------
(IN MILLIONS)
Balances, beginning of year........................ $ 11.8 $ 11.3 $ 20.5
Additions charged to income........................ 10.1 3.6 3.9
Deductions for writedowns and
asset dispositions............................... (.9) (3.1) (13.1)
--------------- --------------- --------------
Balances, End of Year.............................. $ 21.0 $ 11.8 $ 11.3
=============== =============== ==============
Balances, end of year comprise:
Mortgage loans on real estate.................... $ 11.3 $ 11.8 $ 11.3
Equity real estate............................... 9.7 - -
--------------- --------------- --------------
Total.............................................. $ 21.0 $ 11.8 $ 11.3
=============== =============== ==============
Equity Method Investments
-------------------------
Included in other equity investments, are interests in limited
partnership interests and investment companies accounted for under the
equity method with a total carrying value of $1,272.2 million and
$1,028.6 million, respectively, at December 31, 2006 and 2005. Included
in equity real estate are interests in real estate joint ventures
accounted for under the equity method with a total carrying value of
$70.9 million and $119.6 million, respectively, at December 31, 2006 and
2005. The Company's total equity in net earnings (losses) for these real
estate joint ventures and limited partnership interests was $169.6
million, $157.2 million and $66.2 million, respectively, for 2006, 2005
and 2004.
Summarized below is the combined financial information only for those
real estate joint ventures and for those limited partnership interests
accounted for under the equity method in which the Company has an
investment of $10.0 million or greater and an equity interest of 10% or
greater (6 and 8 individual ventures at December 31, 2006 and 2005,
respectively) and the Company's carrying value and equity in net
earnings for those real estate joint ventures and limited partnership
interests:
[Enlarge/Download Table]
DECEMBER 31,
-------------------------------------
2006 2005
----------------- -----------------
(IN MILLIONS)
BALANCE SHEETS
Investments in real estate, at depreciated cost........................ $ 421.7 $ 527.4
Investments in securities, generally at estimated fair value........... 94.6 118.4
Cash and cash equivalents.............................................. 9.7 27.5
Other assets........................................................... 22.3 18.6
----------------- -----------------
Total Assets........................................................... $ 548.3 $ 691.9
================= =================
Borrowed funds - third party........................................... $ 278.1 $ 282.7
Other liabilities...................................................... 6.8 12.4
----------------- -----------------
Total liabilities...................................................... 284.9 295.1
----------------- -----------------
Partners' capital...................................................... 263.4 396.8
----------------- -----------------
Total Liabilities and Partners' Capital................................ $ 548.3 $ 691.9
================= =================
The Company's Carrying Value in These Entities Included Above.......... $ 78.7 $ 135.6
================= =================
F-25
[Enlarge/Download Table]
2006 2005 2004
--------------- --------------- --------------
(IN MILLIONS)
STATEMENTS OF EARNINGS
Revenues of real estate joint ventures............. $ 88.5 $ 98.2 $ 95.2
Net revenues of other limited
partnership interests............................ (1.3) 6.3 19.8
Interest expense - third party..................... (18.5) (18.2) (16.9)
Other expenses..................................... (53.7) (62.2) (64.0)
--------------- --------------- --------------
Net Earnings....................................... $ 15.0 $ 24.1 $ 34.1
=============== =============== ==============
The Company's Equity in Net Earnings of These
Entities Included Above.......................... $ 14.4 $ 11.6 $ 11.0
=============== =============== ==============
Derivatives
-----------
At December 31, 2006, the Company had open exchange-traded futures
positions on the S&P 500, Russell 1000, NASDAQ 100 and European,
Australasia, Far East ("EAFE") indices, having initial margin
requirements of $140.7 million. Contracts are net settled daily. At
December 31, 2006, the Company had open exchange-traded futures
positions on the 10-year U.S. Treasury Note, having initial margin
requirements of $4.2 million.
The outstanding notional amounts of derivative financial instruments
purchased and sold at December 31, 2006 and 2005 were:
[Enlarge/Download Table]
DECEMBER 31,
-------------------------------------
2006 2005
----------------- -----------------
(IN MILLIONS)
Notional Amount by Derivative Type:
Options:
Floors......................................................... $ 32,000 $ 24,000
Exchange traded U.S. Treasuries and equity index futures....... 3,536 2,208
----------------- -----------------
Total.............................................................. $ 35,536 $ 26,208
================= =================
At December 31, 2006 and 2005 and during the years then ended, there
were no financial instruments that contained implicit or explicit terms
that met the definitions of an embedded derivative component that needed
to be separated from the host contract and accounted for as a derivative
under the provisions of SFAS No. 133.
4) GOODWILL AND OTHER INTANGIBLE ASSETS
The carrying value of goodwill related to the AllianceBernstein totaled
$3.4 billion at December 31, 2006 and 2005.
The gross carrying amount of AllianceBernstein related intangible assets
were $563.7 million and $564.1 million at December 31, 2006 and 2005,
respectively and the accumulated amortization of these intangible assets
were $232.1 million and $208.5 million at December 31, 2006 and 2005,
respectively. Amortization expense related to the AllianceBernstein
intangible assets totaled $23.6 million, $23.5 million and $22.9 million
for 2006, 2005 and 2004, respectively.
At December 31, 2006 and 2005, respectively, net deferred sales
commissions totaled $194.9 million and $196.6 million and are included
within the Investment Management segment's Other assets. The estimated
amortization expense of deferred sales commissions based on the December
31, 2006 net balance for each of the next five years is $77.8 million,
$54.1 million, $39.3 million, $18.3 million and $4.9 million.
F-26
5) FAIR VALUE OF OTHER FINANCIAL INSTRUMENTS
The carrying value and estimated fair value for financial instruments
not otherwise disclosed in Notes 3, 6, 10 and 16 of Notes to
Consolidated Financial Statements are presented below:
[Enlarge/Download Table]
DECEMBER 31,
--------------------------------------------------------------------
2006 2005
-------------------------------- ---------------------------------
CARRYING ESTIMATED Carrying Estimated
VALUE FAIR VALUE Value Fair Value
--------------- --------------- --------------- ----------------
(IN MILLIONS)
Consolidated:
------------
Mortgage loans on real estate.......... $ 3,240.7 $ 3,285.7 $ 3,233.9 $ 3,329.0
Other limited partnership interests.... 1,262.6 1,262.6 1,015.2 1,015.2
Policy loans........................... 3,898.1 4,252.9 3,824.2 4,245.6
Policyholders liabilities:
Investment contracts................. 17,092.5 17,106.0 18,021.0 18,289.1
Long-term debt......................... 199.8 229.7 207.4 240.2
Closed Block:
------------
Mortgage loans on real estate.......... $ 809.4 $ 827.8 $ 930.3 $ 957.7
Other equity investments............... 2.2 2.2 3.3 3.3
Policy loans........................... 1,233.1 1,372.8 1,284.4 1,454.1
SCNILC liability....................... 10.4 10.3 11.4 11.6
Wind-up Annuities:
-----------------
Mortgage loans on real estate.......... $ 2.9 $ 3.0 $ 6.7 $ 7.1
Other equity investments............... 2.3 2.3 3.1 3.1
Guaranteed interest contracts.......... 5.8 6.0 6.5 6.4
Long-term debt......................... 101.7 101.7 101.7 101.7
F-27
6) CLOSED BLOCK
Summarized financial information for the Closed Block follows:
[Enlarge/Download Table]
DECEMBER 31, December 31,
2006 2005
---------------- -----------------
(IN MILLIONS)
CLOSED BLOCK LIABILITIES:
Future policy benefits, policyholders' account balances and other.... $ 8,759.5 $ 8,866.1
Policyholder dividend obligation..................................... 3.2 73.7
Other liabilities.................................................... 29.1 28.6
---------------- -----------------
Total Closed Block liabilities....................................... 8,791.8 8,968.4
---------------- -----------------
ASSETS DESIGNATED TO THE CLOSED BLOCK:
Fixed maturities, available for sale, at estimated fair value
(amortized cost of $5,967.6 and $5,761.5).......................... 6,019.4 5,908.7
Mortgage loans on real estate........................................ 809.4 930.3
Policy loans......................................................... 1,233.1 1,284.4
Cash and other invested assets....................................... 6.8 56.2
Other assets......................................................... 286.2 304.4
---------------- -----------------
Total assets designated to the Closed Block.......................... 8,354.9 8,484.0
---------------- -----------------
Excess of Closed Block liabilities over assets designated to
the Closed Block.................................................. 436.9 484.4
Amounts included in accumulated other comprehensive income:
Net unrealized investment gains, net of deferred income tax
expense of $17.0 and $25.7 and policyholder dividend
obligations of $3.2 and $73.7................................... 31.6 47.8
---------------- -----------------
Maximum Future Earnings To Be Recognized From Closed Block
Assets and Liabilities............................................ $ 468.5 $ 532.2
================ =================
Closed Block revenues and expenses as follow:
[Enlarge/Download Table]
2006 2005 2004
------------ ------------ -----------
(IN MILLIONS)
REVENUES:
Premiums and other income............................ $ 428.1 $ 449.3 $ 471.0
Investment income (net of investment
expenses of $0.1, $0, and $0.3)................... 520.2 525.9 554.8
Investment gains, net................................ 1.7 1.2 18.6
------------ ------------ -----------
Total revenues....................................... 950.0 976.4 1,044.4
------------ ------------ -----------
BENEFITS AND OTHER DEDUCTIONS:
Policyholders' benefits and dividends................ 852.2 842.5 883.8
Other operating costs and expenses................... 3.0 3.4 3.5
------------ ------------ -----------
Total benefits and other deductions.................. 855.2 845.9 887.3
------------ ------------ -----------
Net revenues before income taxes..................... 94.8 130.5 157.1
Income tax expense................................... (31.1) (45.6) (56.4)
------------ ------------ -----------
Net Revenues......................................... $ 63.7 $ 84.9 $ 100.7
============ ============ ===========
F-28
Reconciliation of the policyholder dividend obligation follows:
[Enlarge/Download Table]
DECEMBER 31,
------------------------------
2006 2005
--------------- ------------
(IN MILLIONS)
Balance at beginning of year........................................ $ 73.7 $ 264.3
Unrealized investment losses........................................ (70.5) (190.6)
--------------- -----------
Balance at End of Year ............................................. $ 3.2 $ 73.7
=============== ===========
Impaired mortgage loans along with the related investment valuation
allowances follow:
[Enlarge/Download Table]
DECEMBER 31,
-----------------------------
2006 2005
-------------- ------------
(IN MILLIONS)
Impaired mortgage loans with investment valuation allowances........ $ 17.8 $ 59.1
Impaired mortgage loans without investment valuation allowances..... .1 4.0
--------------- -----------
Recorded investment in impaired mortgage loans...................... 17.9 63.1
Investment valuation allowances..................................... (7.3) (7.1)
--------------- -----------
Net Impaired Mortgage Loans......................................... $ 10.6 $ 56.0
=============== ===========
During 2006, 2005 and 2004, the Closed Block's average recorded
investment in impaired mortgage loans was $59.9 million, $61.0 million
and $62.6 million, respectively. Interest income recognized on these
impaired mortgage loans totaled $3.3 million, $4.1 million and $4.7
million for 2006, 2005 and 2004, respectively.
Valuation allowances amounted to $7.3 million and $7.1 million on
mortgage loans on real estate at December 31, 2006 and 2005,
respectively. Writedowns of fixed maturities amounted to $1.4 million,
$7.7 million and $10.8 million for 2006, 2005 and 2004, respectively.
7) CONTRACTHOLDER BONUS INTEREST CREDITS
Changes in the deferred asset for contractholder bonus interest credits
are as follows:
[Enlarge/Download Table]
DECEMBER 31,
------------------------------
2006 2005
--------------- -----------
(IN MILLIONS)
Balance, beginning of year.......................................... $ 555.0 $ 461.0
Contractholder bonus interest credits deferred ..................... 155.4 142.4
Amortization charged to income ..................................... (59.7) (48.4)
--------------- ------------
Balance, End of Year ............................................... $ 650.7 $ 555.0
=============== ============
F-29
8) GMDB, GMIB AND NO LAPSE GUARANTEE FEATURES
A) Variable Annuity Contracts - GMDB and GMIB
------------------------------------------
The Company has certain variable annuity contracts with GMDB and GMIB
features in-force that guarantee one of the following:
o Return of Premium: the benefit is the greater of current account
value or premiums paid (adjusted for withdrawals);
o Ratchet: the benefit is the greatest of current account value,
premiums paid (adjusted for withdrawals), or the highest account
value on any anniversary up to contractually specified ages
(adjusted for withdrawals);
o Roll-Up: the benefit is the greater of current account value or
premiums paid (adjusted for withdrawals) accumulated at
contractually specified interest rates up to specified ages; or
o Combo: the benefit is the greater of the ratchet benefit or the
roll-up benefit.
The following table summarizes the GMDB and GMIB liabilities, before
reinsurance ceded, reflected in the General Account in future policy
benefits and other policyholders liabilities:
[Enlarge/Download Table]
GMDB GMIB TOTAL
-------------- ----------- ------------
(IN MILLIONS)
Balance at January 1, 2004......................... $ 69.3 $ 85.6 $ 154.9
Paid guarantee benefits.......................... (46.8) - (46.8)
Other changes in reserve......................... 45.1 32.0 77.1
--------------- ------------ ------------
Balance at December 31, 2004....................... 67.6 117.6 185.2
Paid guarantee benefits.......................... (39.6) (2.2) (41.8)
Other changes in reserve......................... 87.2 58.2 145.4
--------------- ------------ ------------
Balance at December 31, 2005....................... 115.2 173.6 288.8
Paid guarantee benefits.......................... (31.6) (3.3) (34.9)
Other changes in reserve......................... 80.1 58.0 138.1
--------------- ------------ ------------
Balance at December 31, 2006....................... $ 163.7 $ 228.3 $ 392.0
=============== ============ ============
Related GMDB reinsurance ceded amounts were:
[Download Table]
GMDB
-----------------
Balance at January 1, 2004......................... $ 17.2
Paid guarantee benefits.......................... (12.9)
Other changes in reserve......................... 6.0
-----------------
Balance at December 31, 2004....................... 10.3
Paid guarantee benefits.......................... (12.1)
Other changes in reserve......................... 24.5
-----------------
Balance at December 31, 2005....................... 22.7
Paid guarantee benefits.......................... (9.1)
Other changes in reserve......................... 10.0
-----------------
Balance at December 31, 2006....................... $ 23.6
=================
The December 31, 2006 values for those variable annuity contracts
in-force on such date with GMDB and GMIB features are presented in the
following table. For contracts with the GMDB feature, the net amount at
risk in the event of death is the amount by which the GMDB benefits
exceed related account values. For contracts with the GMIB feature, the
net amount at risk in the event of annuitization is the amount by which
the present value of the GMIB benefits exceeds related account values,
taking into account the relationship exclusive:
F-30
between current annuity purchase rates and the GMIB guaranteed annuity
purchase rates. Since variable annuity contracts with GMDB guarantees
may also offer GMIB guarantees in the same contract, the GMDB and GMIB
amounts listed are not mutually
[Enlarge/Download Table]
RETURN
OF
PREMIUM RATCHET ROLL-UP COMBO TOTAL
-------------- ---------------- ------------- ------------- ---------------
(DOLLARS IN MILLIONS)
GMDB:
-----
Account values invested in:
General Account.................. $ 11,331 $ 408 $ 319 $ 646 $ 12,704
Separate Accounts................ $ 25,633 $ 7,856 $ 7,653 $ 23,165 $ 64,307
Net amount at risk, gross........... $ 302 $ 234 $ 1,447 $ 41 $ 2,024
Net amount at risk, net of
amounts reinsured................ $ 302 $ 164 $ 883 $ 41 $ 1,390
Average attained age of
contractholders.................. 49.5 61.0 64.3 61.2 52.6
Percentage of contractholders
over age 70....................... 7.5% 22.6% 33.6% 21.2% 11.8%
Range of contractually specified
interest rates................... N/A N/A 3%-6% 3%-6%
GMIB:
-----
Account values invested in:
General Account.................. N/A N/A $ 87 $ 882 $ 969
Separate Accounts................ N/A N/A $ 5,248 $ 31,736 $ 36,984
Net amount at risk, gross........... N/A N/A $ 277 $ - $ 277
Net amount at risk, net of
amounts reinsured................ N/A N/A $ 71 $ - $ 71
Weighted average years remaining
until earliest annuitization..... N/A N/A 2.4 8.4 7.4
Range of contractually specified
interest rates................... N/A N/A 3%-6% 3%-6%
B) Separate Account Investments by Investment Category Underlying GMDB
-------------------------------------------------------------------
and GMIB Features
-----------------
The total account values of variable annuity contracts with GMDB and
GMIB features include amounts allocated to the guaranteed interest
option which is part of the General Account and variable investment
options which invest through Separate Accounts in variable insurance
trusts. The following table presents the aggregate fair value of assets,
by major investment category, held by Separate Accounts that support
variable annuity contracts with GMDB and GMIB benefits and guarantees.
The investment performance of the assets impacts the related account
values and, consequently, the net amount of risk associated with the
GMDB and GMIB benefits and guarantees. Since variable annuity contracts
with GMDB benefits and guarantees may also offer GMIB benefits and
guarantees in each contract, the GMDB and GMIB amounts listed are not
mutually exclusive:
F-31
INVESTMENT IN VARIABLE INSURANCE TRUST MUTUAL FUNDS
[Enlarge/Download Table]
DECEMBER 31, December 31,
2006 2005
------------- -------------
(IN MILLIONS)
GMDB:
Equity............................................................. $ 42,885 $ 35,857
Fixed income....................................................... 4,438 4,353
Balanced........................................................... 14,863 9,121
Other.............................................................. 2,121 1,813
-------------- -------------
Total.............................................................. $ 64,307 $ 51,144
============== =============
GMIB:
Equity............................................................. $ 22,828 $ 17,540
Fixed income....................................................... 2,727 2,608
Balanced........................................................... 10,439 5,849
Other.............................................................. 990 680
-------------- -------------
Total.............................................................. $ 36,984 $ 26,677
============== =============
C) Hedging Programs for GMDB and GMIB Features
-------------------------------------------
In 2003, the Company initiated a program intended to provide an economic
hedge against certain risks associated with the GMDB feature of the
Accumulator(R) series of variable annuity products sold beginning April
2002. In 2004, the program was expanded to provide an economic hedge
against certain risks associated with the GMIB feature of the
Accumulator(R) series of variable annuity products sold beginning 2004.
This program currently utilizes exchange-traded futures contracts that
are dynamically managed in an effort to reduce the economic impact of
unfavorable changes in GMDB and GMIB exposures attributable to movements
in the equity and fixed income markets. At December 31, 2006, the total
account value and net amount at risk of the hedged Accumulator(R) series
of variable annuity contracts were $41,597 million and $52 million,
respectively, with the GMDB feature and $24,409 million and zero
million, respectively, with the GMIB feature.
Although these programs are designed to provide economic protection
against the impact adverse market conditions may have with respect to
GMDB and GMIB guarantees, they do not qualify for hedge accounting
treatment under SFAS No. 133. Therefore, SFAS No. 133 requires gains or
losses on the futures contracts used in these programs, including
current period changes in fair value, to be recognized in investment
income in the period in which they occur, and may contribute to earnings
volatility.
D) Variable and Interest-Sensitive Life Insurance Policies - No Lapse
------------------------------------------------------------------
Guarantee
---------
The no lapse guarantee feature contained in variable and
interest-sensitive life insurance policies keeps them in force in
situations where the policy value is not sufficient to cover monthly
charges then due. The no lapse guarantee remains in effect so long as
the policy meets a contractually specified premium funding test and
certain other requirements.
The following table summarizes the no lapse guarantee liabilities
reflected in the General Account in future policy benefits and other
policyholders liabilities, and related reinsurance ceded:
F-32
[Enlarge/Download Table]
DIRECT REINSURANCE
LIABILITY CEDED NET
------------ -------------- ------------
(IN MILLIONS)
Balance at January 1, 2004......................... $ 37.4 $ - $ 37.4
Impact of adoption of SOP 03-1................... (23.4) (1.7) (25.1)
Other changes in reserve......................... 6.5 (4.4) 2.1
------------ -------------- -------------
Balance at December 31, 2004....................... 20.5 (6.1) 14.4
Other changes in reserve......................... 14.3 (14.3) -
------------ -------------- -------------
Balance at December 31, 2005....................... 34.8 (20.4) 14.4
Other changes in reserve......................... 32.0 (27.5) 4.5
------------ -------------- -------------
Balance at December 31, 2006....................... $ 66.8 $ (47.9) $ 18.9
============ ============== =============
9) REINSURANCE AGREEMENTS
The Insurance Group assumes and cedes reinsurance with other insurance
companies. The Insurance Group evaluates the financial condition of its
reinsurers to minimize its exposure to significant losses from reinsurer
insolvencies. Ceded reinsurance does not relieve the originating insurer
of liability.
The Insurance Group reinsures most of its new variable life, universal
life and term life policies on an excess of retention basis. The
Insurance Group maintains a maximum retention on single life policies of
$25 million and on second-to-die policies of $30 million with the excess
100% reinsured. For certain segments of its business, the Insurance
Group ceded 40% of the business underwritten by AXA Equitable on a
guaranteed or simplified issue basis was ceded on a yearly renewable
term basis. The Insurance Group also reinsures the entire risk on
certain substandard underwriting risks and in certain other cases.
Likewise, certain risks that would otherwise be reinsured on a
proportional basis have been retained.
At December 31, 2006, the Company had reinsured in the aggregate
approximately 31.3% of its current exposure to the GMDB obligation on
annuity contracts in-force and, subject to certain maximum amounts or
caps in any one period, approximately 74% of its current liability
exposure resulting from the GMIB feature. See Note 8 of Notes to
Consolidated Financial Statements.
Based on management's estimates of future contract cash flows and
experience, the estimated fair values of the GMIB reinsurance contracts,
considered derivatives under SFAS No. 133, at December 31, 2006 and 2005
were $117.8 million and $132.6 million, respectively. The (decrease)
increase in estimated fair value was $(14.8) million, $42.6 million and
$61.0 million for 2006, 2005 and 2004, respectively.
At December 31, 2006 and 2005, respectively, reinsurance recoverables
related to insurance contracts amounted to $2.69 billion and $2.60
billion. Reinsurance payables related to insurance contracts totaling
$54.2 million and $39.7 million are included in other liabilities in the
consolidated balance sheets.
The Insurance Group cedes substantially all of its group life and health
business to a third party insurer. Insurance liabilities ceded totaled
$262.6 million and $288.4 million at December 31, 2006 and 2005,
respectively.
The Insurance Group also cedes a portion of its extended term insurance
and paid up life insurance and substantially all of its individual
disability income business through various coinsurance agreements.
In addition to the sale of insurance products, the Insurance Group acts
as a professional retrocessionaire by assuming life reinsurance from
professional reinsurers. The Insurance Group has also assumed accident,
health, aviation and space risks by participating in or reinsuring
various reinsurance pools and arrangements. Reinsurance assumed reserves
at December 31, 2006 and 2005 were $644.4 million and $624.6 million,
respectively.
F-33
The following table summarizes the effect of reinsurance (excluding
group life and health):
[Enlarge/Download Table]
2006 2005 2004
-------------- -------------- ----------
(IN MILLIONS)
Direct premiums.................................... $ 854.6 $ 901.0 $ 828.9
Reinsurance assumed................................ 196.1 170.1 191.2
Reinsurance ceded.................................. (232.9) (189.4) (140.5)
--------------- ------------ -----------
Premiums $ 817.8 $ 881.7 $ 879.6
=============== ============ ===========
Universal Life and Investment-type Product
Policy Fee Income Ceded.......................... $ 152.8 $ 169.3 $ 134.8
=============== ============ ===========
Policyholders' Benefits Ceded...................... $ 379.2 $ 300.2 $ 361.0
=============== ============ ===========
Interest Credited to Policyholders' Account
Balances Ceded................................... $ 53.8 $ 50.9 $ 50.2
=============== ============ ===========
Individual Disability Income and Major Medical
----------------------------------------------
Claim reserves and associated liabilities net of reinsurance ceded for
individual DI and major medical policies were $92.9 million and $91.2
million at December 31, 2006 and 2005, respectively. At December 31,
2006 and 2005, respectively, $1,032.4 million and $1,043.9 million of DI
reserves and associated liabilities were ceded through indemnity
reinsurance agreements with a singular reinsurance group. Incurred
benefits (benefits paid plus changes in claim reserves) and benefits
paid for individual DI and major medical policies are summarized as
follows:
[Enlarge/Download Table]
2006 2005 2004
------------ ------------ ------------
(IN MILLIONS)
Incurred benefits related to current year......... $ 35.8 $ 35.6 $ 35.0
Incurred benefits related to prior years.......... 9.9 50.3 12.8
------------ ------------ ------------
Total Incurred Benefits........................... $ 45.7 $ 85.9 $ 47.8
============ ============ ============
Benefits paid related to current year............. $ 14.0 $ 14.8 $ 12.9
Benefits paid related to prior years.............. 30.0 44.7 33.1
------------ ------------ ------------
Total Benefits Paid............................... $ 44.0 $ 59.5 $ 46.0
============ ============ ============
F-34
10) SHORT-TERM AND LONG-TERM DEBT
Short-term and long-term debt consists of the following:
[Enlarge/Download Table]
DECEMBER 31,
-----------------------------
2006 2005
------------- ------------
(IN MILLIONS)
Short-term debt:
Current portion of long-term debt................................... $ - $ 399.7
Promissory note, 5.27% ............................................. 248.3 248.3
AllianceBernstein commercial paper ................................. 334.9 -
------------ -----------
Total short-term debt............................................... 583.2 648.0
------------ -----------
Long-term debt:
AXA Equitable:
Surplus Notes, 7.70%, due 2015.................................... 199.8 199.8
------------ -----------
Total AXA Equitable........................................... 199.8 199.8
------------ -----------
AllianceBernstein:
Other............................................................. - 7.6
------------ -----------
Total AllianceBernstein....................................... - 7.6
------------ -----------
Total long-term debt................................................ 199.8 207.4
------------ -----------
Total Short-term and Long-term Debt................................. $ 783.0 $ 855.4
============ ===========
Short-term Debt
---------------
On July 9, 2004, AXA and certain of its subsidiaries, including AXA
Financial, entered into a (euro)3.5 billion global revolving credit
facility which matures July 9, 2009, with a group of 30 commercial banks
and other lenders. Under the terms of the revolving credit facility, up
to $500.0 million is available to AXA Financial for general corporate
purposes.
AXA Equitable has a $350.0 million, one-year promissory note, of which
$101.7 million is included within Wind-up Annuities. The promissory
note, which matures in March 2007, is related to wholly owned real
estate. Certain terms of the promissory note, such as interest rate and
maturity date, are negotiated annually.
At December 31, 2006 and 2005, the Company had pledged real estate of
$326.0 million and $320.8 million, respectively, as collateral for
certain short-term debt.
In August 2001, AllianceBernstein issued $400.0 million 5.625% notes
pursuant to a shelf registration statement that originally permitted
AllianceBernstein to issue up to $600.0 million in senior debt
securities. AllianceBernstein currently has $200.0 million available
under the shelf registration statement for future issuances. The
proceeds from the AllianceBernstein notes were used to reduce commercial
paper and credit facility borrowings and for other general partnership
purposes. The AllianceBernstein notes matured in August 2006.
AllianceBernstein used cash flow from operations as well as proceeds
from the issuance of commercial paper to retire the notes at maturity.
In February 2006, AllianceBernstein entered into an $800.0 million
five-year revolving credit facility with a group of commercial banks and
other lenders. The revolving credit facility is intended to provide
back-up liquidity for AllianceBernstein's commercial paper program,
which increased from $425.0 million to $800.0 million in May 2006. Under
the revolving credit facility, the interest rate, at the option of
AllianceBernstein, is a floating rate generally based upon a defined
prime rate, a rate related to the London Interbank Offered Rate
("LIBOR") or the Federal Funds rate. The revolving credit facility
contains covenants that, among other things, require AllianceBernstein
to meet certain financial ratios. AllianceBernstein was in compliance
with the covenants as of December 31, 2006.
F-35
As of December 31, 2006, AllianceBernstein maintained a $100.0 million
extendible commercial notes ("ECN") program as a supplement to
AllianceBernstein's commercial paper program. ECNs are short-term
uncommitted debt instruments that do not require back-up liquidity
support.
In 2006, SCB LLC entered into four separate uncommitted credit facility
agreements with various banks, each for $100.0 million. As of December
31, 2006, there were no amounts outstanding under these credit
facilities. During the first quarter 2007, SCB LLC increased three of
the agreements to $200.0 million each and entered into an additional
agreement for $100.0 million with a new bank.
Long-term Debt
--------------
At December 31, 2006, the Company was not in breach of any debt
covenants.
11) RELATED PARTY TRANSACTIONS
The Company reimburses AXA Financial for expenses relating to the Excess
Retirement Plan, Supplemental Executive Retirement Plan and certain
other employee benefit plans that provide participants with medical,
life insurance, and deferred compensation benefits. Such reimbursement
was based on the cost to AXA Financial of the benefits provided which
totaled $53.5 million, $57.2 million and $55.0 million, respectively,
for 2006, 2005 and 2004.
The Company paid $767.2 million, $695.0 million and $658.8 million,
respectively, of commissions and fees to AXA Distribution and its
subsidiaries for sales of insurance products for 2006, 2005 and 2004.
The Company charged AXA Distribution's subsidiaries $352.9 million,
$324.4 million and $293.1 million, respectively, for their applicable
share of operating expenses for 2006, 2005 and 2004, pursuant to the
Agreements for Services.
In September 2001, AXA Equitable loaned $400.0 million to AXA Insurance
Holding Co. Ltd., a Japanese subsidiary of AXA. This investment has an
interest rate of 5.89% and matures on June 15, 2007. All payments,
including interest payable semi-annually, are guaranteed by AXA.
In 2005, AXA Financial issued a note to AXA Equitable in the amount of
$325.0 million with an interest rate of 6.00% and a maturity date of
December 1, 2035. Interest on this note is payable semi-annually.
In 2003, AXA Equitable entered into a reinsurance agreement with AXA
Financial Reinsurance Company (Bermuda), LTD ("AXA Bermuda"), an
indirect, wholly owned subsidiary of AXA Financial, to cede certain term
insurance policies written after December 2002. AXA Equitable ceded
$91.9 million, $57.9 million and $28.6 million of premiums and $49.1
million, $26.3 million and $16.4 million of reinsurance reserves to AXA
Bermuda in 2006, 2005 and 2004, respectively.
Various AXA affiliates cede a portion of their life and health insurance
business through reinsurance agreements to AXA Cessions, an AXA
affiliated reinsurer. AXA Cessions, in turn, retrocedes a quota share
portion of these risks to AXA Equitable on a one-year term basis.
Premiums earned in 2006 under this arrangement totaled approximately
$1.1 million.
Both AXA Equitable and AllianceBernstein, along with other AXA
affiliates, participate in certain intercompany cost sharing and service
agreements that include technology and professional development
arrangements. Payments by AXA Equitable and AllianceBernstein to AXA
under such agreements totaled approximately $28.8 million, $32.8 million
and $30.2 million in 2006, 2005 and 2004, respectively. Payments by AXA
and AXA affiliates to AXA Equitable under such agreements totaled $27.9
million, $30.4 million and $38.9 million in 2006, 2005 and 2004,
respectively. Included in the payments by AXA and AXA affiliates to the
Company are $12.6 million, $12.7 million and $12.7 million from AXA
Tech, which represent the net amount of payments resulting from services
and facilities provided by the Company to AXA Tech of $111.0 million,
$110.9 million and $106.4 million less the payments for services
provided from AXA Tech to the Company of $98.4 million, $98.2 million
and $93.7 million for 2006, 2005 and 2004, respectively.
Commissions, fees and other income includes certain revenues for
services provided to mutual funds managed by AllianceBernstein. These
revenues are described below:
F-36
[Enlarge/Download Table]
2006 2005 2004
----------------- ---------------- ------------------
(IN MILLIONS)
Investment advisory and services fees.............. $ 840.5 $ 728.5 $ 744.7
Distribution revenues.............................. 421.0 397.8 447.3
Other revenues - shareholder servicing fees........ 97.2 99.3 116.0
Other revenues - other............................. 6.9 8.0 8.8
Institutional research services.................... 1.4 3.5 5.3
12) EMPLOYEE BENEFIT PLANS
The Company (other than AllianceBernstein) sponsors qualified and
non-qualified defined benefit plans covering substantially all employees
(including certain qualified part-time employees), managers and certain
agents. These pension plans are non-contributory and their benefits are
based on a cash balance formula and/or, for certain participants, years
of service and final average earnings over a specified period in the
plans. AllianceBernstein maintains a qualified, non-contributory,
defined benefit retirement plan covering current and former employees
who were employed by AllianceBernstein in the United States prior to
October 2, 2000. AllianceBernstein's benefits are based on years of
credited service, average final base salary and primary social security
benefits. The Company uses a December 31 measurement date for its
pension and postretirement plans.
Generally, the Company's funding policy is to make the minimum
contribution required by the Employee Retirement Income Security Act of
1974 ("ERISA"). The Company made cash contributions of $4.3 million in
2006. No significant cash contributions to the Company's qualified plans
are expected to be required to satisfy their minimum funding
requirements for 2007.
Components of net periodic pension expense for the Company's qualified
and non-qualified plans were as follows:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(In Millions)
Service cost....................................... $ 37.6 $ 36.0 $ 34.6
Interest cost on projected benefit obligations..... 122.1 123.7 121.9
Expected return on assets.......................... (184.8) (173.7) (170.9)
Net amortization and deferrals..................... 81.0 78.8 64.7
----------------- ----------------- -----------------
Net Periodic Pension Expense....................... $ 55.9 $ 64.8 $ 50.3
================= ================= =================
F-37
The plans' projected benefit obligations under the Company's qualified
and non-qualified plans were comprised of:
[Enlarge/Download Table]
DECEMBER 31,
-------------------------------------
2006 2005
----------------- -----------------
(IN MILLIONS)
Benefit obligations, beginning of year................................. $ 2,365.5 $ 2,212.0
Service cost........................................................... 30.6 30.0
Interest cost.......................................................... 122.1 123.7
Actuarial (gains) losses .............................................. (64.7) 128.7
Benefits paid.......................................................... (159.2) (128.9)
----------------- -----------------
Benefit Obligations, End of Year....................................... $ 2,294.3 $ 2,365.5
================= =================
At December 31, 2006, the Company adopted SFAS No. 158, requiring
recognition, in the consolidated balance sheet, of the funded status of
its defined benefit pension plans, measured as the difference between
plan assets at fair value and the projected benefit obligations. The
following table discloses the change in plan assets and the
reconciliation of the funded status of the Company's qualified plans to
amounts included in the accompanying consolidated balance sheets:
[Enlarge/Download Table]
DECEMBER 31,
-----------------------------------
2006 2005
---------------- -----------------
(IN MILLIONS)
Plan assets at fair value, beginning of year.............................. $ 2,278.5 $ 2,126.7
Actual return on plan assets.............................................. 282.0 208.9
Contributions............................................................. 4.3 78.5
Benefits paid and fees.................................................... (168.8) (135.6)
---------------- -----------------
Plan assets at fair value, end of year.................................... 2,396.0 2,278.5
Projected benefit obligations............................................. 2,294.3 2,365.5
---------------- -----------------
Overfunding (underfunding) of plan assets over
projected benefit obligations........................................... 101.7 (87.0)
Unrecognized prior service cost........................................... - (24.4)
Unrecognized net loss from past experience different
from that assumed....................................................... - 957.3
Unrecognized net asset at transition...................................... - (1.0)
---------------- -----------------
Prepaid Pension Cost, Net................................................. $ 101.7 $ 844.9
================ =================
Prepaid and accrued pension costs were $133.1 million and $31.4 million,
respectively, at December 31, 2006 and $868.3 million and $23.4 million,
respectively, at December 31, 2005. The aggregate projected benefit
obligations and fair value of plan assets for pension plans with
projected benefit obligations in excess of plan assets were $84.7
million and $53.3 million, respectively, at December 31, 2006, and
$2,365.5 million and $2,278.5 million, respectively, at December 31,
2005. The aggregate accumulated benefit obligation and fair value of
plan assets for pension plans with accumulated benefit obligations in
excess of plan assets were $68.4 million and $53.3 million,
respectively, at December 31, 2006, and $66.9 million and $47.4 million,
respectively, at December 31, 2005. The accumulated benefit obligations
for all defined benefit pension plans were $2,226.8 million and $2,290.0
million at December 31, 2006 and 2005, respectively.
F-38
The following table illustrates the incremental line-by-line effect of
applying SFAS No. 158 for the pension plans in the December 31, 2006
consolidated balance sheet:
[Enlarge/Download Table]
Before After
Application Application
of SFAS of SFAS
No.158 Adjustments No.158
----------------- ----------------- -----------------
(In Millions)
Other assets ...................................... $ 3,753.0 $ (684.2) $ 3,068.8
Total assets....................................... 149,970.3 (684.2) 149,286.1
Income taxes payable............................... 3,216.9 (242.7) 2,974.2
Other liabilities.................................. 1,803.8 12.0 1,815.8
Minority interest in equity of consolidated
subsidiaries................................... 2,293.9 (4.0) 2,289.9
Total liabilities.................................. 140,038.4 (234.7) 139,803.7
Accumulated other comprehensive income............. 282.2 (449.5) (167.3)
Total shareholder' equity.......................... 9,931.9 (449.5) 9,482.4
The following table discloses the amounts included in accumulated other
comprehensive income at December 31, 2006 that have not yet been
recognized as components of net periodic pension cost:
[Enlarge/Download Table]
DECEMBER 31,
2006
--------------------
(IN MILLIONS)
Unrecognized net actuarial loss .................................................... $ 710.7
Unrecognized prior service cost (credit)............................................ (18.8)
Unrecognized net transition obligation (asset)...................................... (.8)
--------------------
Total ......................................................................... $ 691.1
====================
The estimated net loss, prior service cost, and net transition asset to
be reclassified from accumulated other comprehensive income and
recognized as components of net periodic pension cost over the next year
are $59.7 million, $(5.6) million, and zero, respectively. The following
table discloses the estimated fair value of plan assets and the
percentage of estimated fair value to total plan assets for the
qualified plans of the Company at December 31, 2006 and 2005.
[Enlarge/Download Table]
DECEMBER 31,
----------------------------------------------------------
2006 2005
----------------------------------------------------------
(IN MILLIONS)
ESTIMATED Estimated
FAIR VALUE % Fair Value %
--------------------- ----- --------------- ------
Corporate and government debt securities........ $ 429.8 18.0 $ 452.3 19.9
Equity securities............................... 1,720.7 71.8 1,526.5 67.0
Equity real estate ............................. 245.5 10.2 221.8 9.7
Short-term investments.......................... - - 77.9 3.4
Other........................................... - - - -
--------------------- ----- --------------- -----
Total Plan Assets............................... $ 2,396.0 100.0 $ 2,278.5 100.0
===================== ===== =============== =====
The primary investment objective of the plans of the Company is to
maximize return on assets, giving consideration to prudent risk. The
asset allocation is designed with a long-term investment horizon, based
on target investment of 65% equities, 25% fixed income and 10% real
estate. Emphasis is given to equity investments, given their higher
expected rate of return. Fixed income investments are included to
provide less volatile return. Real estate investments offer diversity to
the total portfolio and long-term inflation protection.
A secondary investment objective of the plans of the Company is to
minimize variation in annual net periodic pension cost over the long
term and to fund as much of the future liability growth as practical.
Specifically, a
F-39
reasonable total rate of return is defined as income plus realized and
unrealized capital gains and losses such that the growth in projected
benefit obligation is less than the return on investments plus
contributions.
The assumed discount rates for measurement of the benefit obligations at
December 31, 2006 and 2005 each reflect the rates at which pension
benefits then could be effectively settled. Specifically at December 31,
2006, projected nominal cash outflows to fund expected annual benefits
payments under the Company's qualified and non-qualified pension and
postretirement benefit plans were discounted using a published
high-quality bond yield curve. The discount rate of 5.75% disclosed
below as having been used to measure the benefits obligation at December
31, 2006 represents the level equivalent discount rate that produces the
same present value measure of the benefits obligation as the
aforementioned discounted cash flow analysis. The following table
discloses the weighted-average assumptions used to measure the Company's
pension benefit obligations and net periodic pension cost at and for the
years ended December 31, 2006 and 2005.
[Enlarge/Download Table]
AXA FINANCIAL GROUP
--------------------------------
2006 2005
---- ----
Discount rate:
Benefit obligation............................................... 5.75% 5.25%
Periodic cost.................................................... 5.25% 5.75%
Rate of compensation increase:
Benefit obligation and periodic cost............................. 6.00% 6.00%
Expected long-term rate of return on plan assets (periodic cost)... 8.50% 8.50%
As noted above, the pension plans' target asset allocation is 65%
equities, 25% fixed maturities, and 10% real estate. Management reviewed
the historical investment returns and future expectations of returns
from these asset classes to conclude that a long-term expected rate of
return of 8.5% is reasonable.
Prior to 1987, the pension plan funded participants' benefits through
the purchase of non-participating annuity contracts from AXA Equitable.
Benefit payments under these contracts were approximately $20.3 million,
$21.7 million and $23.2 million for 2006, 2005 and 2004, respectively.
The following table sets forth an estimate of future benefits expected
to be paid in each of the next five years, beginning January 1, 2007,
and in the aggregate for the five years thereafter. These estimates are
based on the same assumptions used to measure the respective benefit
obligations at December 31, 2006 and include benefits attributable to
estimated future employee service.
PENSION BENEFITS
----------------
(IN MILLIONS)
2007..................... $ 165.1
2008..................... 174.1
2009..................... 177.2
2010..................... 179.2
2011..................... 180.3
Years 2012 -2016......... 914.4
AllianceBernstein maintains several unfunded deferred compensation plans
for the benefit of certain eligible employees and executives. The
AllianceBernstein Capital Accumulation Plan was frozen on December 31,
1987 and no additional awards have been made. For the active plans,
benefits vest over a period ranging from 3 to 8 years and are amortized
as compensation and benefit expense. ACMC, Inc. ("ACMC"), a subsidiary
of the Company, is obligated to make capital contributions to
AllianceBernstein in amounts equal to benefits paid under the
AllianceBernstein Capital Accumulation Plan and the contractual unfunded
deferred compensation arrangements. In connection with the acquisition
of Bernstein, AllianceBernstein adopted SCB Deferred Compensation Award
Plan ("SCB Plan") and agreed to invest $96.0 million per annum for three
years to fund purchases of AllianceBernstein Holding L.P.
("AllianceBernstein Holding") units or an AllianceBernstein sponsored
money market fund in each case for the benefit of certain individuals
F-40
who were stockholders or principals of Bernstein or hired to replace
them. The Company has recorded compensation and benefit expenses in
connection with these deferred compensation plans totaling $243.8
million, $186.2 million and $146.7 million for 2006, 2005 and 2004,
respectively.
13) SHARE-BASED COMPENSATION
AXA and AXA Financial sponsor various share-based compensation plans for
eligible employees and associates of AXA Financial and its subsidiaries,
including the Company. AllianceBernstein also sponsors its own unit
option plans for certain of its employees. Activity in these share-based
plans in the discussions that follow relates to awards granted to
eligible employees and associates of AXA Financial and its subsidiaries
under each of these plans in the aggregate, except where otherwise
noted.
For 2006, the Company recognized $24.8 million of compensation costs
under SFAS No. 123(R) for employee stock options, including $16.9
million resulting from unvested awards at January 1, 2006. On March 31,
2006, 3.8 million nonstatutory stock options to purchase AXA ordinary
shares were awarded under The AXA Stock Option Plans for AXA Financial
Employees and Associates, of which approximately 2.6 million have a four
year graded vesting schedule, with one-third vesting on each of the
second, third and fourth anniversaries of the grant date and
approximately 1.2 million have a 4-year cliff-vesting term. The cost of
that award is attributed over the shorter of the employees' four year
service-vesting term or to the date at which retirement eligibility is
achieved and subsequent service no longer is required for continued
vesting of the award. All of the options granted on March 31, 2006 have
a 10-year contractual term. Information about options outstanding and
exercisable at December 31, 2006 also is presented. The number of AXA
ADRs authorized to be issued pursuant to option grants and, as further
described below, restricted stock grants under The AXA Financial, Inc.
1997 Stock Incentive Plan (the "Stock Incentive Plan") is approximately
124.5 million less the number of shares issued pursuant to option grants
under The AXA Financial, Inc. 1991 Stock Incentive Plan (the predecessor
plan to the Stock Incentive Plan). A summary of the activity in the AXA,
AXA Financial and AllianceBernstein option plans during 2006 follows:
F-41
[Enlarge/Download Table]
Options Outstanding
---------------------------------------------------------------------------------------------------
AllianceBernstein
AXA Ordinary Shares AXA ADRs Holding Units
-------------------------------- --------------------------------- --------------------------------
Weighted Weighted Weighted
Number Average' Number Average' Number Average'
Outstanding Exercise Outstanding Exercise Outstanding Exercise
(In Millions) Price (In Millions) Price (In Millions) Price
-------------- --------------- -------------- -------------- -------------- --------------
Options outstanding at
January 1, 2006..... 3.5 (euro) 20.87 38.6 $ 24.06 7.5 $ 40.45
Options granted ....... 4.0 (euro) 28.40 .7 23.26 - (2) $ 65.02
Options exercised...... - - (9.1) $ 22.08 (2.6) $ 38.40
Options forfeited...... (.1) (euro) - (3.4) $ 33.57 (.1) $ 38.19
Options expired........ - - - -
-------------- -------------- --------------
Options Outstanding at
December 31, 2006... 7.4 (euro) 24.82 26.8 $ 23.40 4.8 $ 41.62
============== =============== ============== ============== ============== ==============
Aggregate Intrinsic (euro) 43.2 $ 463.1 $ 186.9
Value (1)........... =============== ============== ==============
Weighted Average
Remaining
Contractual Term
(in years).......... 8.9 4.4 4.37
============== ============== ==============
Options Exercisable at - 20.2 $ 23.40 4.4 $ 42.24
December 31, 2006... ============== ============== ============== ============== ==============
Aggregate Intrinsic - $ 342.4 $ 169.3
Value (1)........... =============== ============== ==============
Weighted Average
Remaining
Contractual Term
(in years)......... - 3.39 4.30
============== ============== ==============
(1) Intrinsic value, presented in millions, is calculated as the excess
of the closing market price on December 31, 2006 of the respective
underlying shares over the strike prices of the option awards.
(2) AllianceBernstein grants totaled 9,712 units in 2006.
Cash proceeds received from employee exercises of options to purchase
AXA ADRs in 2006 were $201.3 million. The intrinsic value related to
employee exercises of options to purchase AXA ADRs during 2006, 2005 and
2004 were $132.1 million, $68.3 million and $18.8 million, respectively,
resulting in amounts currently deductible for tax purposes of $44.9
million, $22.9 million and $6.2 million, respectively, for the periods
then ended. Under SFAS No. 123(R), $34.8 million windfall tax benefits
resulted from employee stock option exercises during 2006.
At December 31, 2005, AXA Financial held 9.3 million AXA ADRs in
treasury at a weighted average cost of approximately $24.00 per ADR, of
which approximately 9.0 million were designated to fund future exercises
of outstanding employee stock options and the remainder of approximately
.3 million units was available for general corporate purposes, including
funding other stock-based compensation programs. These AXA ADRs were
obtained primarily by exercise of call options that had been purchased
by AXA Financial beginning in fourth quarter 2004 to mitigate the U.S.
dollar price and foreign exchange risks associated with funding
exercises of employee stock options. Remaining outstanding and
unexercised at December 31, 2006 are call options to purchase 8.9
million AXA ADRs at strike prices ranging from $30.41 to $32.37, each
having a cap equal to approximately 150% of its strike price, at which
time the option automatically would be exercised. These call options
expire on November 23, 2009. During 2006, AXA Financial utilized
approximately 5.6 million AXA ADRs from treasury to fund exercises of
employee stock options. Employee options outstanding at December 31,
2006 to purchase AXA ordinary shares begin to become exercisable in
March 2007 and their future exercises are expected to be funded by newly
issued AXA ordinary shares.
Prior to adoption of SFAS No. 123(R), the Company had elected to
continue accounting for employee stock option awards under APB No. 25
and, therefore, no compensation cost for these awards was recognized in
the consolidated statement of earnings in 2005 and 2004. The following
table illustrates the effect on net
F-42
income had compensation expense for employee stock option awards been
measured and recognized by the Company under the fair-value-based method
of SFAS No. 123, "Accounting for Stock-Based Compensation". These pro
forma disclosures are not adjusted from amounts previously reported and,
therefore, retain the original grant-date fair values of the underlying
awards, continue to attribute cost over the awards' service-vesting
periods and do not include estimates of pre-vesting forfeitures.
[Enlarge/Download Table]
2005 2004
------------------- -----------------
(In Millions)
Net earnings as reported.......................................... $ 1,073.8 $ 929.9
Less: Total stock-based employee compensation expense
determined under fair value method, net of income tax benefit.. (23.2) (21.4)
----------------- -----------------
Pro Forma Net Earnings............................................ $ 1,050.6 $ 908.5
================= =================
For the purpose of estimating the fair value of employee stock option
awards granted on or after January 1, 2006, the Company continues to
apply the Black-Scholes-Merton formula and the same methodologies for
developing the input assumptions as previously had been used to prepare
the pro forma disclosures required by SFAS No. 123. Shown below are the
relevant input assumptions used to derive the fair values of options
awarded in 2006, 2005 and 2004, respectively. For employee stock options
with graded vesting terms and service conditions granted on or after
January 1, 2006, the Company elected under SFAS No. 123(R) to retain its
practice of valuing these as singular awards and to change to the
graded-vesting method of attribution, whereby the cost is recognized
separately over the requisite service period for each individual
one-third of the options vesting on the second, third and fourth
anniversaries of the grant date.
[Enlarge/Download Table]
AXA Ordinary AllianceBernstein
Shares AXA ADRs Holding Units
------------------- -------------------- -----------------------------
2006 2005 2005 2004 2006 2005 2004
-------- --------- ---------- --------- --------- ---------- --------
Dividend yield............ 3.48% 3.15% 3.01% 2.24% 6% 6.2% 3.5%
Expected volatility....... 28% 25% 25% 43% 31% 31% 32%
Risk-free interest rate... 3.77% 3.09% 4.27% 2.86% 4.9% 3.7% 4.0%
Expected life in years.... 5.0 5.0 5.0 5.0 6.5 3.0 5.0
Weighted average fair
value per option at
grant date.............. $7.45 $4.30 $4.85 $6.94 $12.35 $7.04 $8.00
As of December 31, 2006, approximately $19.0 million of unrecognized
compensation cost related to unvested employee stock option awards, net
of estimated pre-vesting forfeitures, is expected to be recognized by
the Company over a weighted average period of 1.8 years.
Under the Stock Incentive Plan, AXA Financial grants restricted AXA ADRs
to employees of its subsidiaries, including AXA Equitable. Generally,
all outstanding restricted AXA ADR grants have a 7-year vesting schedule
with potential accelerated vesting based on performance. Under The
Equity Plan for Directors ("the Equity Plan"), AXA Financial grants
non-officer directors restricted AXA ADRs and unrestricted AXA ADRs
annually. Similarly, AllianceBernstein awards restricted
AllianceBernstein Holding units to independent directors of its General
Partner. In addition, under its Century Club Plan, awards of restricted
AllianceBernstein Holding units that vest ratably over three years are
made to eligible AllianceBernstein employees whose primary
responsibilities are to assist in the distribution of company-sponsored
mutual funds. For 2006, 2005 and 2004 AXA Financial Group recognized
compensation costs of $5.6 million, under SFAS No. 123(R) and $10.1
million and $9.5 million, respectively, under APB No. 25 for awards
outstanding under these plans. Consistent with existing practice of the
Company prior to adoption of SFAS No. 123(R), grant-date fair value
continues to be measured by the closing price of the shares awarded and
the result generally is attributed over the shorter of the performance
period, the requisite service period, or to the date at which retirement
eligibility is achieved and subsequent service no longer is required for
continued vesting of the award.
F-43
At December 31, 2006, approximately 60,692 restricted AllianceBernstein
Holding Units outstanding under the Century Club Plan remain unvested.
At December 31, 2006, approximately $2.1 million of unrecognized
compensation cost related to these unvested awards, net of estimated
pre-vesting forfeitures, is expected to be recognized over a weighted
average period of 1.6 years. Restricted AXA ADRs vested in 2006, 2005
and 2004 had aggregate vesting-date fair values of approximately $13.5
million, $19.2 million and $12.7 million, respectively. In 2005 244,790
restricted AXA ADRs were granted having an aggregate grant-date fair
value of $6.6 million. The following table summarizes unvested
restricted AXA ADR activity for 2006.
[Enlarge/Download Table]
WEIGHTED
SHARES OF AVERAGE
RESTRICTED GRANT DATE
STOCK FAIR VALUE
-------------- ---------------
Unvested as of January 1, 2006.......................................... 867,387 $ 19.94
Granted................................................................. 78,865 $ 35.16
Vested.................................................................. 381,836 $ 16.98
Forfeited............................................................... 50,381
--------------
Unvested as of December 31, 2006........................................ 514,035 $ 23.91
==============
On March 31, 2006, under the terms of the AXA Performance Unit Plan
2006, the AXA Management Board awarded 722,854 unearned performance
units to employees of AXA Financial subsidiaries. During each year that
the performance unit awards are outstanding, a pro-rata portion of the
units may be earned based on criteria measuring the performance of AXA
and AXA Financial Group. The extent to which performance targets are met
determines the number of performance units earned, which may vary
between 0% and 130% of the number of performance units at stake.
Performance units earned under the 2006 plan cliff-vest on the second
anniversary of their date of award. When fully-vested, the performance
units earned will be settled in cash, or in some cases, a combination of
cash (70%) and stock (30%), the latter equity portion having transfer
restrictions for a two-year period. For 2006 awards, the price used to
value the performance units at settlement will be the average opening
price of the AXA ordinary share for the last 20 trading days of the
vesting period converted to U.S. dollars using the Euro to U.S. dollar
exchange rate on March 28, 2008.
For 2006, 2005 and 2004 the Company recognized compensation costs of
$25.9 million, under SFAS No. 123(R) and $7.2 million and $.7 million,
respectively, under APB No. 25 for performance units earned to date.
Substantially similar to existing practice of the Company prior to
adoption of SFAS No. 123(R), the change in fair value of these awards in
2006 was measured by the closing price of the underlying the Company
ordinary shares or AXA ADRs and adjustment was made to reflect the
impact of expected and actual pre-vesting forfeitures. In addition,
similar to adoption of SFAS No. 123(R) for employee stock option awards,
the cost of performance units awarded on or after January 1, 2006, such
as those granted March 31, 2006, were attributed over the shorter of the
cliff-vesting period or to the date at which retirement eligibility is
achieved. The value of performance units earned and reported in Other
liabilities in the consolidated balance sheets at December 31, 2006 and
2005 was $45.8 million and $9.1 million, respectively, including
incremental awards earned under the 2005 and 2004 plans from having
exceeded the targeted performance criteria established in those years by
14.6% and 11.1%, respectively. Approximately 720,691 outstanding
performance units are at risk to achievement of 2006 performance
criteria, including approximately 50% of the award granted on March 31,
2006.
Following completion of the merger of AXA Merger Corp. with and into AXA
Financial in January 2001, certain employees exchanged fully vested
in-the-money AXA ADR options for tandem Stock Appreciation Rights/AXA
ADR non-statutory options ("tandem SARs/NSOs") of then-equivalent
intrinsic value. The Company recorded compensation expense for these
fully-vested awards of $6.1 million, $28.9 million and $14.2 million for
2006, 2005 and 2004, respectively, reflecting the impact in those
periods of the change in the market price of the AXA ADR on the
cash-settlement value of the SARs component of the outstanding tandem
SARs/NSOs. The value of these tandem SARs/NSOs at December 31 2006 and
2005 was $24.9 million and $57.5 million, respectively. At December 31,
2006, 1.6 million tandem SARs/NSOs were outstanding, having weighted
average remaining expected and contractual terms of 1.11 and 2.22 years,
respectively, and for which the SARs component had maximum value of
$24.9 million. During 2006, 2005 and 2004, respectively, approximately
2.8 million, .7 million and zero million of these awards were exercised
at an aggregate cash-settlement value of $41.2 million $7.5 million and
zero million.
On March 31, 2006, 59,644 Stock Appreciation Rights ("SARs") with a
4-year cliff-vesting schedule were granted to certain associates of AXA
Financial subsidiaries. These SARs entitle the holder to a cash payment
F-44
equal to any appreciation in the value of the AXA ordinary share over
29.22 Euros as of the date of exercise. Similar to the SARs component of
the tandem SARs/NSOs, awards remaining unexercised at expiry of their
10-year contractual term will be automatically exercised on the
expiration date. At December 31, 2006, .2 million SARs were outstanding,
having weighted average remaining contractual term of 6.03 years. The
accrued value of SARs at December 31, 2006 and 2005 was $2.9 million and
$1.0 million, respectively, and recorded as liabilities in the
consolidated balance sheets. For 2006, the Company recorded compensation
expense for SARs of $1.9 million, under SFAS No. 123(R), reflecting the
impact in those periods of the changes in their fair values as
determined by applying the Black Scholes-Merton formula and assumptions
used to price employee stock option awards. For 2005 and 2004, the
Company recorded compensation expense of $.6 million and $.03 million,
respectively, under APB No. 25 reflecting the impact in those periods of
the change in the market price of the underlying AXA ordinary share or
AXA ADR on the value of the outstanding SARs.
In fourth quarter 2006, eligible employees of AXA Financial's
subsidiaries participated in AXA's global offering to purchase newly
issued AXA stock, subject to plan limits, under the terms of AXA
Shareplan 2006. Similar to the AXA Shareplan programs previously offered
in 2001 through 2005, the plan offered two investment alternatives that,
with limited exceptions, restrict the sale or transfer of the purchased
shares for a period of five years. "Investment Option A" permitted
participants to purchase AXA ADRs at a 20% formula discounted price.
"Investment Option B" permitted participants to purchase AXA ordinary
shares at a 15.21% formula discounted price on a leveraged basis with a
guaranteed return of initial investment plus 75.0% of any appreciation
in the value of the total shares purchased. Under SFAS No. 123(R), AXA
Equitable recognized compensation expense of $22.1 million in
connection with AXA Shareplan 2006, representing the aggregate discount
provided to participants for their purchase of AXA stock, as adjusted
for the post-vesting, five-year holding period. No compensation expense
was recorded in 2006, 2005 and 2004, respectively, in connection with
shares subscribed under previous years' AXA Shareplan offerings.
Participants in AXA Shareplans 2005 and 2004 primarily invested under
Investment Option B for the purchase of approximately 5.7 million and
6.8 million AXA ordinary shares, respectively. The discounted pricing
offered to participants in those programs for the purchase of AXA
ordinary shares under Investment Option B was 17.5% and 20%,
respectively, and the appreciation percentage was 86.1% and 79.0%,
respectively.
Under SFAS No. 123(R), the Company recognized compensation expense for
payroll deductions authorized and applied in 2006 under the terms of the
AXA Financial, Inc. Qualified Stock Purchase Plan to purchase AXA ADRs
of 182,225, at an aggregate discount of $1.1 million, representing a
discount of 15% from the closing market value of the AXA ADR at the
purchase dates defined in the annual offering document (generally the
last trading day of each month). Prior to adoption of SFAS No. 123(R),
no compensation expense was recorded in connection with this plan. Under
the terms of the AXA Financial, Inc. Non-Qualified Stock Purchase Plan,
total AXA ADRs of 340,083, 381,302 and 407,715 were purchased during
2006, 2005 and 2004, respectively, including those purchased with
employer matching contributions for which AXA Financial Group recorded
compensation expense of $1.6 million, $1.3 million and $1.2 million in
2006, 2005 and 2004, respectively.
F-45
14) NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)
The sources of net investment income follow:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Fixed maturities................................... $ 1,848.6 $ 1,870.0 $ 1,880.0
Mortgage loans on real estate...................... 245.9 238.2 249.6
Equity real estate................................. 114.9 125.3 124.2
Other equity investments........................... 181.2 155.2 162.1
Policy loans....................................... 249.8 248.8 251.0
Short-term investments............................. 55.2 25.1 19.1
Derivative investments............................. (302.4) (85.5) (88.0)
Broker-dealer related receivables.................. 226.5 124.8 45.5
Trading securities................................. 53.4 28.6 14.5
Other investment income............................ 43.9 16.2 28.9
----------------- ----------------- -----------------
Gross investment income.......................... 2,717.0 2,746.7 2,686.9
Investment expenses................................ (132.2) (159.0) (153.3)
Interest expenses.................................. (187.8) (95.9) (32.8)
----------------- ----------------- -----------------
Net Investment Income.............................. $ 2,397.0 $ 2,491.8 $ 2,500.8
================= ================= =================
For 2006, 2005 and 2004, respectively, investment results on derivative
positions, which were included in net investment income, included gross
gains of $155.5 million, $84.2 million and $26.2 million and gross
losses of $457.9 million, $169.7 million and $114.2 million. For 2006
and 2005, respectively, net unrealized losses of $15.2 million and $3.7
million were recognized from floor contracts. For 2006 and 2005, net
realized gains (losses) of $(249.5) million and $(140.9) million and net
unrealized gains (losses) of $(37.7) million and 59.2 million were
recognized from futures contracts utilized in the GMDB and GMIB
programs.
Investment gains (losses), net by including changes in the valuation
allowances, follow:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Fixed maturities................................... $ (11.5) $ 11.1 $ 26.3
Mortgage loans on real estate...................... .2 (2.2) .2
Equity real estate................................. 8.8 3.9 11.6
Other equity investments........................... 20.1 30.7 24.4
Other(1)........................................... 29.3 11.9 2.5
----------------- ----------------- -----------------
Investment Gains (Losses), Net..................... $ 46.9 $ 55.4 $ 65.0
================= ================= =================
(1) In 2006, AllianceBernstein issued units to its employees under
long-term incentive plans. As a result of this transaction, the
company recorded a non-cash $29.7 million realized gain.
Writedowns of fixed maturities amounted to $27.4 million, $31.2 million
and $36.4 million for 2006, 2005 and 2004, respectively. Writedowns of
mortgage loans on real estate were $.4 million for 2006, $1.7 million,
for 2005 and $10.1 million for 2004. There were no writedown on equity
real estate for 2006, 2005 and 2004, respectively.
For 2006, 2005 and 2004, respectively, proceeds received on sales of
fixed maturities classified as available for sale amounted to $1,281.9
million, $2,220.0 million and $2,908.3 million. Gross gains of $33.9
million, $53.2 million and $47.7 million and gross losses of $24.5
million, $31.1 million and $9.7 million, respectively, were realized on
these sales. The change in unrealized investment gains (losses) related
to fixed maturities classified as available for sale for 2006, 2005 and
2004 amounted to $(416.7) million, $(1,004.8) million and $0.8 million,
respectively.
F-46
For 2006, 2005 and 2004, investment results passed through to certain
participating group annuity contracts as interest credited to
policyholders' account balances amounted to $57.8 million, $68.6 million
and $70.4 million, respectively.
Changes in unrealized gains (losses) reflect changes in fair value of
only those fixed maturities and equity securities classified as
available for sale and do not reflect any changes in fair value of
policyholders' account balances and future policy benefits. The net
unrealized investment gains (losses) included in the consolidated
balance sheets as a component of accumulated other comprehensive income
and the changes for the corresponding years, including Wind-up Annuities
on a line-by-line basis, follow:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Balance, beginning of year......................... $ 432.3 $ 874.1 $ 892.8
Changes in unrealized investment gains (losses).... (431.4) (1,008.1) (12.8)
Changes in unrealized investment (gains) losses
attributable to:
Participating group annuity contracts,
Closed Block policyholder dividend
obligation and other........................ 90.9 186.3 (1.5)
DAC............................................ 85.8 146.2 (2.5)
Deferred income taxes.......................... 104.6 233.8 (1.9)
----------------- ----------------- -----------------
Balance, End of Year............................... $ 282.2 $ 432.3 $ 874.1
================= ================= =================
Balance, end of year comprises:
Unrealized investment gains (losses) on:
Fixed maturities............................... $ 535.4 $ 966.5 $ 2,003.2
Other equity investments....................... 1.4 1.7 1.2
Other.......................................... - - (28.1)
----------------- ------------------- -----------------
Subtotal..................................... 536.8 968.2 1,976.3
Amounts of unrealized investment (gains) losses
attributable to:
Participating group annuity contracts,
Closed Block policyholder dividend
obligation and other....................... 1.4 (89.4) (275.7)
DAC.......................................... (110.4) (196.0) (342.2)
Deferred income taxes........................ (145.6) (250.5) (484.3)
----------------- ------------------- -----------------
Total.............................................. $ 282.2 $ 432.3 $ 874.1
================= =================== =================
15) INCOME TAXES
A summary of the income tax expense in the consolidated statements of
earnings follows:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Income tax expense:
Current expense ................................. $ 438.6 $ 237.5 $ 359.0
Deferred expense................................. (11.3) 281.7 37.9
----------------- ----------------- -----------------
Total.............................................. $ 427.3 $ 519.2 $ 396.9
================= ================= =================
F-47
The Federal income taxes attributable to consolidated operations are
different from the amounts determined by multiplying the earnings before
income taxes and minority interest by the expected Federal income tax
rate of 35%. The sources of the difference and their tax effects follow:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Expected income tax expense........................ $ 727.9 $ 715.5 $ 586.5
Minority interest.................................. (224.1) (175.9) (134.7)
Separate Account investment activity............... (45.4) (87.2) (63.3)
Non-taxable investment income...................... (23.1) (19.7) (22.6)
Adjustment of tax audit reserves................... (86.2) 11.1 7.7
Non-deductible goodwill and other
intangible assets.............................. 5.0 2.8 2.7
State income taxes................................. 38.0 28.3 3.3
AllianceBernstein income and foreign taxes......... 32.9 41.4 24.3
Other.............................................. 2.3 2.9 (7.0)
----------------- ----------------- -----------------
Income Tax Expense................................. $ 427.3 $ 519.2 $ 396.9
================= ================= =================
The components of the net deferred income taxes are as follows:
[Enlarge/Download Table]
DECEMBER 31, 2006 December 31, 2005
-------------------------------- ---------------------------------
ASSETS LIABILITIES Assets Liabilities
--------------- --------------- --------------- ----------------
(IN MILLIONS)
Compensation and related benefits...... $ 54.6 $ - $ - $ 285.3
Reserves and reinsurance............... 1,160.3 - 929.2 -
DAC and VOBA........................... - 2,433.5 - 2,200.6
Unrealized investment gains............ - 129.8 - 250.7
Investments............................ - 865.7 - 813.5
Other.................................. 13.2 - 107.2 -
--------------- --------------- --------------- ----------------
Total.................................. $ 1,228.1 $ 3,429.0 $ 1,036.4 $ 3,550.1
=============== =============== =============== ================
The Company recognized a net tax benefit in third quarter 2006 of
$117.7 million. This benefit was related to the settlement of an IRS
audit of the 1997-2001 tax years, partially offset by additional tax
reserves established for subsequent tax periods. Of the net tax benefit
of $117.7 million, $111.9 million related to the continuing operations
and $5.8 million to the discontinued Wind-up Annuities. In 2005, the
Internal Revenue Service ("IRS") began an examination of the Company's
2002 and 2003 returns. Management believes this audit will have no
material adverse effect on the Company's consolidated results of
operations or financial position.
16) DISCONTINUED OPERATIONS
The Company's discontinued operations include Wind-up Annuities, equity
real estate held-for-sale and Enterprise. The following table reconciles
the Earnings (losses) from discontinued operations, net of income taxes
and (Losses) gains on disposal of discontinued operations, net of income
taxes to the amounts reflected in the consolidated statements of
earnings for the three years ended December 31, 2006:
F-48
[Enlarge/Download Table]
2006 2005 2004
------------- ------------ ------------
(IN MILLIONS)
EARNINGS FROM DISCONTINUED OPERATIONS,
NET OF INCOME TAXES:
Wind-up Annuities............................................. $ 30.2 $ 15.2 $ 7.9
Real estate held-for-sale..................................... (4.0) .6 .4
Disposal of business - Enterprise............................. - (.1) (1.5)
------------- ------------ ------------
Total......................................................... $ 26.2 $ 15.7 $ 6.8
============= ============ ============
(LOSSES) GAINS ON DISPOSAL OF DISCONTINUED OPERATIONS,
NET OF INCOME TAXES:
Real estate held for sale..................................... $ - $ - $ 31.1
Disposal of business - Enterprise............................. (1.9) - -
------------- ------------ ------------
Total......................................................... $ (1.9) $ - $ 31.1
============= ============ ============
Disposal of Businesses
----------------------
In October 2006, AXA Financial and its subsidiaries, AXA Equitable,
Enterprise Capital Management, Inc. ("Enterprise Capital") and
Enterprise Fund Distributors, Inc., ("EFD") entered into an agreement
contemplating the transfer to Goldman Sachs Asset Management L.P.
("GSAM") of assets of the business of serving as sponsor of and
investment manager to 27 of the 31 funds of AXA Enterprise Multimanager
Funds Trust, AXA Enterprise Funds Trust and The Enterprise Group of
Funds, Inc. (collectively, the "AXA Enterprise Funds") and the
reorganization of such funds to corresponding mutual funds managed by
GSAM. These 27 funds have approximately $4.2 billion in assets under
management as of December 31, 2006. The reorganization of the 27 funds
is subject to regulatory and fund shareholder approvals and is expected
to close in the second quarter of 2007. Of the remaining four funds not
included in the GSAM reorganization, which together have approximately
$700 million in assets under management as of December 31, 2006, one
fund is being liquidated and AXA Financial is considering possible
alternatives for the dispositions of the other three funds, which
alternatives include a possible transaction with another investment
advisor or liquidation. Proceeds from the transaction with GSAM are
dependant upon assets under management at the time of the
reorganization. A permanent impairment writedown of $4.1 million pre-tax
($2.7 million post-tax) on the AXA Enterprise Funds investment
management contracts intangible asset and $3.0 million pre-tax of costs
($1.9 million post-tax) to sell were recorded by the Company in 2006. As
a result of management's disposition plan, AXA Enterprise Funds advisory
contracts are now reported in Discontinued Operations. At December 31,
2006, assets and liabilities related to these contracts of $26.5 million
and $9.3 million were included in Other assets and Other liabilities,
respectively.
The gross carrying amount of Enterprise related intangible asset was
$26.5 million at December 31, 2006, and the accumulated amortization of
this intangible asset was $4.1 million. Amortization expense related to
the Enterprise intangible asset totaled $4.1 million for 2006.
Wind-up Annuities
-----------------
In 1991, management discontinued the business of Wind-up Annuities, the
terms of which were fixed at issue, which were sold to corporate
sponsors of terminated qualified defined benefit plans, for which a
premium deficiency reserve has been established. Management reviews the
adequacy of the allowance for future losses each quarter and makes
adjustments when necessary. Management believes the allowance for future
losses at December 31, 2006 is adequate to provide for all future
losses; however, the determination of the allowance involves numerous
estimates and subjective judgments regarding the expected performance of
invested assets held by Wind-up Annuities ("Discontinued Operations
Investment Assets"). There can be no assurance the losses provided for
will not differ from the losses ultimately realized. To the extent
actual results or future projections of Wind-up Annuities differ from
management's current estimates and assumptions underlying the allowance
for future losses, the difference would be reflected in the consolidated
statements of earnings in Wind-up Annuities. In particular, to the
extent income, sales proceeds and holding periods for equity real estate
differ from management's previous assumptions, periodic adjustments to
the loss allowance are likely to result.
F-49
Summarized financial information for Wind-up Annuities follows:
[Enlarge/Download Table]
DECEMBER 31,
--------------------------------------
2006 2005
---------------- -----------------
(IN MILLIONS)
BALANCE SHEETS
Fixed maturities, available for sale, at estimated fair value
(amortized cost of $752.7 and $796.9).............................. $ 764.8 $ 823.5
Equity real estate................................................... 169.5 197.5
Mortgage loans on real estate........................................ 2.9 6.7
Other invested assets................................................ 2.6 3.2
---------------- -----------------
Total investments.................................................. 939.8 1,030.9
Cash and cash equivalents............................................ .1 -
Other assets......................................................... 13.7 13.6
---------------- -----------------
Total Assets......................................................... $ 953.6 $ 1,044.5
================ =================
Policyholders liabilities............................................ $ 788.2 $ 817.2
Allowance for future losses.......................................... 1.0 60.1
Other liabilities.................................................... 164.4 167.2
---------------- -----------------
Total Liabilities.................................................... $ 953.6 $ 1,044.5
================ =================
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
STATEMENTS OF EARNINGS
Investment income (net of investment
expenses of $19.0, $18.4 and $17.2).............. $ 71.3 $ 70.0 $ 68.5
Investment gains (losses), net..................... 6.0 (.3) 3.6
------------- ------------- --------------
Total revenues..................................... 77.3 69.7 72.1
------------- ------------- --------------
Benefits and other deductions...................... 84.7 87.1 99.4
(Losses charged) to allowance
for future losses................................ (7.4) (17.4) (27.3)
----------------- ----------------- -----------------
Pre-tax loss from operations....................... - - -
Pre-tax earnings from releasing the allowance
for future losses................................ 37.1 23.2 12.0
Income tax expense................................. (6.9) (8.0) (4.1)
----------------- ----------------- -----------------
Earnings from Wind-up Annuities.................... $ 30.2 $ 15.2 $ 7.9
================= ================= =================
The Company's quarterly process for evaluating the allowance for future
losses applies the current period's results of Wind-up Annuities against
the allowance, re-estimates future losses and adjusts the allowance, if
appropriate. Additionally, as part of the Company's annual planning
process, investment and benefit cash flow projections are prepared.
These updated assumptions and estimates resulted in a release of
allowance in each of the three years presented above.
During 2004, Wind-up Annuities' average recorded investment in impaired
mortgage loans was $8.4 million; and interest income recognized on these
impaired mortgage loans totaled $1.0 million. There were no related
amounts reported in 2006 and 2005.
Income tax expense for Wind-up Annuities in 2006 included a $5.8 million
tax benefit in connection with the settlement of an IRS audit of the
1997-2001 tax years.
Real Estate Held-For-Sale
-------------------------
In 2006, one real estate property with a total book value of $34.3
million that had been previously reported in equity real estate was
reclassified as real estate held-for-sale. Prior periods have been
restated to reflect these properties as discontinued operations. At
December 31, 2006 and 2005, equity real estate held-for-sale was $32.2
million and $42.1 million, respectively, and was included in Other
assets.
F-50
17) ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
Accumulated other comprehensive (loss) income represents cumulative
gains and losses on items that are not reflected in earnings. The
balances for the past three years follow:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Unrealized gains on investments.................... $ 282.2 $ 432.3 $ 874.1
Defined benefit pensions plans..................... (449.5) - -
----------------- ----------------- -----------------
Total Accumulated Other
Comprehensive (Loss) Income...................... $ (167.3) $ 432.3 $ 874.1
================= ================= =================
The components of other comprehensive loss for the past three years
follow:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Net unrealized (losses) gains on investments:
Net unrealized (losses) gains arising during
the period..................................... $ (416.6) $ (966.2) $ 69.4
Losses reclassified into net earnings
during the period.............................. (14.8) (41.9) (82.2)
----------------- ----------------- -----------------
Net unrealized (losses) gains on investments....... (431.4) (1,008.1) (12.8)
Adjustments for policyholders liabilities,
DAC and deferred income taxes.................. 281.3 566.3 (5.9)
----------------- ----------------- -----------------
Change in unrealized losses, net of
adjustments.................................... (150.1) (441.8) (18.7)
----------------- ----------------- -----------------
Total Other Comprehensive Loss..................... $ (150.1) $ (441.8) $ (18.7)
================= ================= =================
18) COMMITMENTS AND CONTINGENT LIABILITIES
Debt Maturities
---------------
At December 31, 2006, aggregate maturities of the long-term debt,
including any current portion of long-term debt, based on required
principal payments at maturity were $248.3 million for 2007, zero for
2008-2011 and $200.0 million thereafter.
Leases
------
The Company has entered into operating leases for office space and
certain other assets, principally information technology equipment and
office furniture and equipment. Future minimum payments under
non-cancelable operating leases for 2007 and the four successive years
are $178.6 million, $175.0 million, $162.3 million, $156.7 million,
$149.5 million and $1,500.3 million thereafter. Minimum future sublease
rental income on these non-cancelable operating leases for 2007 and the
four successive years is $6.0 million, $5.2 million, $5.0 million, $5.0
million, $4.8 million and $16.4 million thereafter.
At December 31, 2006, the minimum future rental income on non-cancelable
operating leases for wholly owned investments in real estate for 2007
and the four successive years is $106.7 million, $116.0 million, $114.8
million, $114.7 million, $114.9 million and $896.1 million thereafter.
The Company has entered into capital leases for certain information
technology equipment. Future minimum payments under non-cancelable
capital leases for 2007 and the four successive years are $.3 million,
$.3 million, $.2 million, and zero for the following two years.
F-51
Guarantees and Other Commitments
--------------------------------
The Company provides certain guarantees or commitments to affiliates,
investors and others. At December 31, 2006, these arrangements included
commitments by the Company to provide equity financing of $618.3 million
to certain limited partnerships under certain conditions. Management
believes the Company will not incur material losses as a result of these
commitments.
AXA Equitable is the obligor under certain structured settlement
agreements it had entered into with unaffiliated insurance companies and
beneficiaries. To satisfy its obligations under these agreements, AXA
Equitable owns single premium annuities issued by previously wholly
owned life insurance subsidiaries. AXA Equitable has directed payment
under these annuities to be made directly to the beneficiaries under the
structured settlement agreements. A contingent liability exists with
respect to these agreements should the previously wholly owned
subsidiaries be unable to meet their obligations. Management believes
the need for AXA Equitable to satisfy those obligations is remote.
The Company had $63.8 million of undrawn letters of credit related to
reinsurance at December 31, 2006. AXA Equitable had $46.3 million in
commitments under existing mortgage loan agreements at December 31,
2006. In February 2002, AllianceBernstein signed a $125.0 million
agreement with a commercial bank under which it guaranteed certain
obligations of SCB LLC incurred in the ordinary course of its business
in the event SCB LLC is unable to meet these obligations. At December
31, 2006, AllianceBerstein was not required to perform under the
agreement and had no liability outstanding in connection with the
agreement.
19) LITIGATION
A putative class action entitled STEFANIE HIRT, ET AL. V. THE EQUITABLE
RETIREMENT PLAN FOR EMPLOYEES, MANAGERS AND AGENTS, ET AL. was filed in
the District Court for the Southern District of New York in August 2001
against The Equitable Retirement Plan for Employees, Managers and Agents
(the "Retirement Plan") and The Officers Committee on Benefit Plans of
Equitable Life, as Plan Administrator. The action was brought by five
participants in the Retirement Plan and purports to be on behalf of "all
Plan participants, whether active or retired, their beneficiaries and
Estates, whose accrued benefits or pension benefits are based on the
Plan's Cash Balance Formula". The complaint challenged the change,
effective January 1, 1989, in the pension benefit formula from a final
average pay formula to a cash balance formula. Plaintiffs alleged that
the change to the cash balance formula violated ERISA by reducing the
rate of accruals based on age, failed to comply with ERISA's notice
requirements and improperly applied the formula to retroactively reduce
accrued benefits. The relief sought includes a declaration that the cash
balance plan violated ERISA, an order enjoining the enforcement of the
cash balance formula, reformation and damages. In April 2002, plaintiffs
filed a motion seeking to certify a class of "all Plan participants,
whether active or retired, their beneficiaries and Estates, whose
accrued benefits or pension benefits are based on the Plan's Cash
Balance Formula". Also in April 2002, plaintiffs agreed to dismiss with
prejudice their claim that the change to the cash balance formula
violated ERISA by improperly applying the formula to retroactively
reduce accrued benefits. That claim was dismissed. In March 2003,
plaintiffs filed an amended complaint elaborating on the remaining
claims in the original complaint and adding additional class and
individual claims alleging that the adoption and announcement of the
cash balance formula and the subsequent announcement of changes in the
application of the cash balance formula failed to comply with ERISA. By
order dated May 2003, the District Court, as requested by the parties,
certified the case as a class action, including a sub-class of all
current and former Plan participants, whether active, inactive or
retired, their beneficiaries or estates, who were subject to a 1991
change in application of the cash balance formula. In September 2006,
the district court granted summary judgment in favor of the defendants.
The court ruled that (a) the cash balance provisions of the Equitable
Plan do not violate the age discrimination provisions of ERISA, (b)
while the notice of plan changes provided to participants in 1990 was
not adequate, the notice of plan changes provided to participants in
1992 satisfied the ERISA notice requirements regarding delivery and
content, and (c) the claims of the named plaintiffs are barred by
statute of limitations. The Court found that other individual class
members were not precluded from asserting claims for additional benefit
accruals from January 1991 through January 1993 to the extent that such
individuals could show that the statute of limitations did not bar their
claims. In October 2006, plaintiffs filed a notice of appeal. Defendants
have cross-appealed.
In April 2004, a purported nationwide class action lawsuit was filed in
the Circuit Court for Madison County, Illinois entitled MATTHEW
WIGGENHORN V. EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES. The
lawsuit alleges that AXA Equitable uses stale prices for the foreign
securities within the investment divisions of its variable insurance
products. The complaint further alleges that AXA Equitable's use of
stale pricing diluted
F-52
the returns of the purported class. The complaint also alleges that AXA
Equitable breached its fiduciary duty to the class by allowing market
timing in general within AXA Equitable's variable insurance products,
thereby diluting the returns of the class. In June 2005, this case was
transferred by the Judicial Panel on Multidistrict Litigation to the
U.S. District Court in Maryland, where other market-timing related
litigation is pending. In June 2005, plaintiff filed an amended
complaint. In July 2005, AXA Equitable filed a motion to dismiss the
amended complaint. In June 2006, AXA Equitable's motion to dismiss the
amended complaint was granted. The plaintiff filed a notice of appeal in
June 2006.
In June 2006, AXA Equitable received a demand for arbitration from
Centre Life Insurance Company ("Centre Life") seeking to rescind the
100% quota share reinsurance agreement, effective July 1, 2000 between
Centre Life and AXA Equitable, under which Centre Life reinsures
portions of AXA Equitable's individual disability income insurance
business. The arbitration demand alleges that AXA Equitable provided
Centre Life with inaccurate and incomplete data upon which Centre Life
relied in order to establish the reinsurance premium paid by AXA
Equitable as consideration in the transaction. The demand alternatively
seeks damages for the increase in reserves Centre Life alleges it was
caused to record as a result of the difference in the data it originally
relied upon and its present assessment of the data. The demand further
alleges that Centre Life has paid expenses relating to the business in
excess of its liability under the reinsurance agreement. Discovery is
ongoing.
Beginning with the first action commenced in July 2006, there are two
putative class actions pending in Federal court, MEOLA V. AXA ADVISORS,
ET AL., in the District Court for the Northern District of California
and BOLEA V. AXA ADVISORS, LLC, ET. AL., in the District Court for the
Western District of Pennsylvania, against AXA Equitable, alleging
certain wage and hour violations. Each of the cases seek substantially
the same relief under essentially the same theories of recovery (i.e.,
violation of the Fair Labor Standards Act ("FLSA") for failure to pay
minimum wage and overtime and violation of similar provisions under
state labor laws in the respective states). Plaintiffs in MEOLA and
BOLEA seek certification of nationwide collection action under the FLSA,
and certification of statewide class actions under the respective
California and Pennsylvania state labor laws covering all "securities
brokers" from 2002 to 2006. In addition, plaintiffs seek compensatory
damages, restitution of all wages improperly withheld or deducted,
punitive damages, penalties, and attorneys' fees. In January 2007, AXA
Equitable filed an answer in MEOLA.
ALLIANCEBERNSTEIN LITIGATION
In April 2002, a consolidated complaint entitled IN RE ENRON CORPORATION
SECURITIES LITIGATION ("Enron Complaint") was filed in the United States
District Court for the Southern District of Texas, Houston Division,
against numerous defendants, including AllianceBernstein, alleging that
AllianceBernstein violated Sections 11 and 15 of the Securities Act of
1933, as amended ("Securities Act"), with respect to a registration
statement filed by Enron Corp. In January 2007, the Court issued a final
judgment dismissing the Enron Complaint as the allegations therein
pertained to AllianceBernstein. The parties have agreed that there will
be no appeal.
Market Timing-Related Matters
In October 2003, a purported class action complaint entitled HINDO, ET
AL. V. ALLIANCEBERNSTEIN GROWTH & INCOME FUND, ET AL. ("Hindo
Complaint") was filed against AllianceBernstein, AllianceBernstein
Holding, AllianceBernstein Corporation, AXA Financial, certain
investment company funds (the "U.S. Funds") distributed by
AllianceBernstein Investments, Inc., a wholly-owned subsidiary of
AllianceBernstein, the registrants and issuers of those funds, certain
officers of AllianceBernstein (the "AllianceBernstein defendants"), and
certain other unaffiliated defendants, as well as unnamed Doe
defendants. The Hindo Complaint was filed in the United States District
Court for the Southern District of New York by alleged shareholders of
two of the U.S. Funds. The Hindo Complaint alleges that certain of the
AllianceBernstein defendants failed to disclose that they improperly
allowed certain hedge funds and other unidentified parties to engage in
"late trading" and "market timing" of U.S. Fund securities, violating
Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of
the Exchange Act, and Sections 206 and 215 of the Investment Advisers
Act of 1940 (the "Advisers Act"). Plaintiffs seek an unspecified amount
of compensatory damages and rescission of their contracts with
AllianceBernstein, including recovery of all fees paid to
AllianceBernstein pursuant to such contracts.
Since October 2003, additional lawsuits making factual allegations
generally similar to those in the Hindo Complaint were filed in various
Federal and state courts against AllianceBernstein and certain other
defendants. All state court actions against AllianceBernstein either
were voluntarily dismissed or removed to Federal court.
F-53
In February 2004, the Judicial Panel on Multidistrict Litigation ("MDL
Panel") transferred all Federal actions to the United States District
Court for the District of Maryland ("Mutual Fund MDL"). All of the
actions removed to the Federal court also were transferred to the Mutual
Fund MDL. In September 2004, plaintiffs filed consolidated amended
complaints with respect to four claim types: mutual fund shareholder
claims; mutual fund derivative claims; derivative claims brought on
behalf of AllianceBernstein Holding; and claims brought under ERISA by
participants in the Profit Sharing Plan for Employees of
AllianceBernstein. All four complaints included substantially identical
factual allegations, which appear to be based in large part on the SEC
Order and the NYAG Assurance of Discontinuance ("NYAG AoD").
In April 2006, AllianceBernstein and attorneys for the plaintiffs in the
mutual fund shareholder claims, mutual fund derivative claims, and ERISA
claims entered into a confidential memorandum of understanding ("MOU")
containing their agreement to settle these claims. The agreement will be
documented by a stipulation of settlement and will be submitted for
court approval at a later date. The settlement amount was disbursed. The
derivative claims brought on behalf of AllianceBernstein Holding, in
which plaintiffs seek an unspecified amount of damages, remain pending.
In April 2005, a complaint entitled THE ATTORNEY GENERAL OF THE STATE OF
WEST VIRGINIA V. AIM ADVISORS, INC., ET AL. ("WVAG Complaint") was filed
against AllianceBernstein, AllianceBernstein Holding, and various other
unaffiliated defendants. The WVAG Complaint was filed in the Circuit
Court of Marshall County, West Virginia by the Attorney General of the
State of West Virginia. The WVAG Complaint makes factual allegations
generally similar to those in the Hindo Complaint. In October 2005, the
WVAG Complaint was transferred to the Mutual Fund MDL. In August 2005,
the WV Securities Commissioner signed a Summary Order to Cease and
Desist, and Notice of Right to Hearing ("Summary Order") addressed to
AllianceBernstein and AllianceBernstein Holding. The Summary Order
claims that AllianceBernstein and AllianceBernstein Holding violated the
West Virginia Uniform Securities Act and makes factual allegations
generally similar to those in the SEC Order and NYAG AoD. In September
2006, AllianceBernstein and AllianceBernstein Holding filed an answer
and moved to dismiss the Summary Order with the WV Securities
Commission.
Revenue Sharing-Related Matters
In June 2004, a purported class action complaint entitled AUCOIN, ET AL.
V. ALLIANCE CAPITAL MANAGEMENT L.P., ET AL. ("Aucoin Complaint") was
filed against AllianceBernstein, AllianceBernstein Holding,
AllianceBernstein Corporation, AXA Financial, AllianceBernstein
Investments, Inc., certain current and former directors of the U.S.
Funds, and unnamed Doe defendants. The Aucoin Complaint names the U.S.
Funds as nominal defendants. The Aucoin Complaint was filed in the
United States District Court for the Southern District of New York by an
alleged shareholder of the AllianceBernstein Growth & Income Fund. The
Aucoin Complaint alleges, among other things, (i) that certain of the
defendants improperly authorized the payment of excessive commissions
and other fees from U.S. Fund assets to broker-dealers in exchange for
preferential marketing services, (ii) that certain of the defendants
misrepresented and omitted from registration statements and other
reports material facts concerning such payments, and (iii) that certain
defendants caused such conduct as control persons of other defendants.
The Aucoin Complaint asserts claims for violation of Sections 34(b),
36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of
the Advisers Act, breach of common law fiduciary duties, and aiding and
abetting breaches of common law fiduciary duties. Plaintiffs seek an
unspecified amount of compensatory damages and punitive damages,
rescission of their contracts with AllianceBernstein, including recovery
of all fees paid to AllianceBernstein pursuant to such contracts, an
accounting of all U.S. Fund-related fees, commissions and soft dollar
payments, and restitution of all unlawfully or discriminatorily obtained
fees and expenses.
In February 2005, plaintiffs filed a consolidated amended class action
complaint (the "Aucoin Consolidated Amended Complaint") that asserts
claims substantially similar to the Aucoin Complaint and the nine
additional subsequently filed lawsuits. In October 2005, the District
Court dismissed each of the claims set forth in the Aucoin Consolidated
Amended Complaint, except for plaintiffs' claim under Section 36(b) of
the Investment Company Act. In January 2006, the District Court granted
defendants' motion for reconsideration and dismissed the remaining claim
under Section 36(b) of the Investment Company Act. In May 2006, the
District Court denied plaintiffs' motion for leave to file their amended
complaint. In July 2006, plaintiffs filed a notice of appeal, which was
subsequently withdrawn subject to plaintiffs right to reinstate it at a
later date.
-----------------------------------
F-54
Although the outcome of litigation generally cannot be predicted with
certainty, management intends to vigorously defend against the
allegations made by the plaintiffs in the actions described above and
believes that the ultimate resolution of the litigations described above
involving AXA Equitable and/or its subsidiaries should not have a
material adverse effect on the consolidated financial position of the
Company. Management cannot make an estimate of loss, if any, or predict
whether or not any of the litigations described above will have a
material adverse effect on the Company's consolidated results of
operations in any particular period.
In addition to the type of matters described above, a number of lawsuits
have been filed against life and health insurers in the jurisdictions in
which AXA Equitable and its respective insurance subsidiaries do
business involving insurers' sales practices, alleged agent misconduct,
alleged failure to properly supervise agents, contract administration
and other matters. Some of the lawsuits have resulted in the award of
substantial judgments against other insurers, including material amounts
of punitive damages, or in substantial settlements. In some states,
juries have substantial discretion in awarding punitive damages. AXA
Equitable and AXA Life, like other life and health insurers, from time
to time are involved in such litigations. Some of these actions and
proceedings filed against AXA Equitable and its subsidiaries have been
brought on behalf of various alleged classes of claimants and certain of
these claimants seek damages of unspecified amounts. While the ultimate
outcome of such matters cannot be predicted with certainty, in the
opinion of management no such matter is likely to have a material
adverse effect on the Company's consolidated financial position or
results of operations. However, it should be noted that the frequency of
large damage awards, including large punitive damage awards that bear
little or no relation to actual economic damages incurred by plaintiffs
in some jurisdictions, continues to create the potential for an
unpredictable judgment in any given matter.
20) INSURANCE GROUP STATUTORY FINANCIAL INFORMATION
AXA Equitable is restricted as to the amounts it may pay as dividends to
AXA Financial. Under the New York Insurance Law, a domestic life insurer
may, without prior approval of the Superintendent, pay a dividend to its
shareholders not exceeding an amount calculated based on a statutory
formula. This formula would permit AXA Equitable to pay shareholder
dividends not greater than $649.6 million during 2007. Payment of
dividends exceeding this amount requires the insurer to file notice of
its intent to declare such dividends with the Superintendent who then
has 30 days to disapprove the distribution. For 2006, 2005 and 2004, the
Insurance Group statutory net income totaled $532.3 million, $780.4
million and $571.4 million, respectively. Statutory surplus, capital
stock and Asset Valuation Reserve ("AVR") totaled $7,907.5 million and
$6,241.7 million at December 31, 2006 and 2005, respectively. In 2006,
2005 and 2004, respectively, AXA Equitable paid shareholder dividends of
$600.0 million, $500.0 million and $500.0 million.
At December 31, 2006, the Insurance Group, in accordance with various
government and state regulations, had $32.2 million of securities
deposited with such government or state agencies.
At December 31, 2006 and for the year then ended, there were no
differences in net income and capital and surplus resulting from
practices prescribed and permitted by the State of New York Insurance
Department ("NYID") and those prescribed by NAIC Accounting Practices
and Procedures effective at December 31, 2006.
Accounting practices used to prepare statutory financial statements for
regulatory filings of stock life insurance companies differ in certain
instances from GAAP. The differences between statutory surplus and
capital stock determined in accordance with Statutory Accounting
Principles ("SAP") and total shareholder's equity under GAAP are
primarily: (a) the inclusion in SAP of an AVR intended to stabilize
surplus from fluctuations in the value of the investment portfolio; (b)
future policy benefits and policyholders' account balances under SAP
differ from GAAP due to differences between actuarial assumptions and
reserving methodologies; (c) certain policy acquisition costs are
expensed under SAP but deferred under GAAP and amortized over future
periods to achieve a matching of revenues and expenses; (d) under SAP,
income taxes are provided on the basis of amounts currently payable with
provisions made for deferred amounts that reverse within one year while
under GAAP, deferred taxes are recorded for temporary differences
between the financial statements and tax basis of assets and liabilities
where the probability of realization is reasonably assured; (e) the
valuation of assets under SAP and GAAP differ due to different
investment valuation and depreciation methodologies, as well as the
deferral of interest-related realized capital gains and losses on fixed
income investments; (f) the valuation of the investment in
AllianceBernstein and
F-55
AllianceBernstein Holding under SAP reflects a portion of the market
value appreciation rather than the equity in the underlying net assets
as required under GAAP; (g) the provision for future losses of the
discontinued Wind-Up Annuities business is only required under GAAP; (h)
reporting the surplus notes as a component of surplus in SAP but as a
liability in GAAP; (i) computer software development costs are
capitalized under GAAP but expensed under SAP; and (j) certain assets,
primarily pre-paid assets, are not admissible under SAP but are
admissible under GAAP.
The following reconciles the Insurance Group's statutory change in
surplus and capital stock and statutory surplus and capital stock
determined in accordance with accounting practices prescribed by the
NYID with net earnings and equity on a GAAP basis.
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Net change in statutory surplus and
capital stock.................................... $ 1,386.5 $ 779.6 $ 196.8
Change in AVR...................................... 279.3 260.6 528.1
----------------- ----------------- -----------------
Net change in statutory surplus, capital stock
and AVR.......................................... 1,665.8 1,040.2 724.9
Adjustments:
Future policy benefits and policyholders'
account balances............................... (126.0) (51.9) (398.8)
DAC.............................................. 674.1 598.0 529.2
Deferred income taxes............................ 517.3 227.6 122.5
Valuation of investments......................... 2.6 40.0 10.1
Valuation of investment subsidiary............... (2,122.7) (1,278.3) (460.3)
Change in fair value of guaranteed minimum
income benefit reinsurance contracts........... (14.8) 42.6 61.0
Shareholder dividends paid...................... 600.0 500.0 500.0
Changes in non-admitted assets................... (57.4) .5 (74.7)
Other, net....................................... (90.9) (75.8) (98.9)
GAAP adjustments for Wind-up Annuities .......... 28.8 30.9 14.9
----------------- ----------------- -----------------
Consolidated Net Earnings ...................... $ 1,076.8 $ 1,073.8 $ 929.9
================= ================= =================
[Enlarge/Download Table]
DECEMBER 31,
---------------------------------------------------------
2006 2005 2004
----------------- ----------------- ------------------
(IN MILLIONS)
Statutory surplus and capital stock................ $ 6,497.6 $ 5,111.1 $ 4,331.5
AVR................................................ 1,409.9 1,130.6 870.0
----------------- ----------------- ------------------
Statutory surplus, capital stock and AVR........... 7,907.5 6,241.7 5,201.5
Adjustments:
Future policy benefits and policyholders'
account balances............................... (1,926.0) (1,934.0) (1,882.1)
DAC.............................................. 8,316.5 7,557.3 6,813.9
Deferred income taxes............................ (627.1) (1,294.6) (1,770.4)
Valuation of investments......................... 867.9 1,281.6 2,237.6
Valuation of investment subsidiary............... (5,374.3) (3,251.6) (1,973.3)
Fair value of guaranteed minimum income
benefit reinsurance contracts.................. 117.8 132.6 90.0
Non-admitted assets.............................. 994.5 1,056.0 1,055.5
Issuance of surplus notes........................ (524.8) (524.8) (599.7)
Adjustment to initially apply SFAS No.158,
net of income taxes............................ (449.5) - -
Other, net....................................... 239.8 258.3 147.9
GAAP adjustments for Wind-up Annuities .......... (59.9) (80.6) (96.4)
----------------- ----------------- ------------------
Consolidated Shareholder's Equity.................. $ 9,482.4 $ 9,441.9 $ 9,224.5
================= ================= ==================
F-56
21) BUSINESS SEGMENT INFORMATION
The following tables reconcile segment revenues and earnings from
continuing operations before income taxes to total revenues and earnings
as reported on the consolidated statements of earnings and segment
assets to total assets on the consolidated balance sheets, respectively.
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- ------------------
(IN MILLIONS)
SEGMENT REVENUES:
Insurance.......................................... $ 5,974.7 $ 5,764.1 $ 5,447.7
Investment Management (1).......................... 4,002.7 3,265.0 3,060.0
Consolidation/elimination.......................... (90.0) (84.7) (82.8)
----------------- ----------------- ------------------
Total Revenues..................................... $ 9,887.4 $ 8,944.4 $ 8,424.9
================= ================= ==================
(1) Intersegment investment advisory and other fees of approximately
$120.8 million, $123.7 million and $118.4 million for 2006, 2005
and 2004, respectively, are included in total revenues of the
Investment Management segment.
[Enlarge/Download Table]
SEGMENT EARNINGS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES AND MINORITY INTEREST:
Insurance.......................................... $ 889.7 $ 1,120.0 $ 947.9
Investment Management.............................. 1,190.0 924.2 728.8
Consolidation/elimination.......................... - - (.9)
----------------- ----------------- ------------------
Total Earnings from Continuing Operations
before Income Taxes and Minority Interest....... $ 2,079.7 $ 2,044.2 $ 1,675.8
================= ================= ==================
[Enlarge/Download Table]
DECEMBER 31,
------------------------------------
2006 2005
----------------- -----------------
(In Millions)
SEGMENT ASSETS:
Insurance.......................................... $ 133,047.0 $ 118,825.8
Investment Management.............................. 16,239.4 15,161.4
Consolidation/elimination.......................... (.3) 2.0
----------------- -----------------
Total Assets....................................... $ 149,286.1 $ 133,989.2
================= =================
In accordance with SEC regulations, securities with a fair value of
$1.86 billion and $1.72 billion have been segregated in a special
reserve bank custody account at December 31, 2006 and 2005, respectively
for the exclusive benefit of securities broker-dealer or brokerage
customers under Rule 15c3-3 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
F-57
22) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The quarterly results of operations for 2006 and 2005 are summarized
below:
[Enlarge/Download Table]
THREE MONTHS ENDED
------------------------------------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
----------------- ----------------- ------------------ ------------------
(IN MILLIONS)
2006
----
Total Revenues................ $ 2,244.5 $ 2,609.6 $ 2,415.3 $ 2,618.0
================= ================= ================== ==================
Earnings from Continuing
Operations.................. $ 234.4 $ 316.7 $ 282.0 $ 219.4
================= ================= ================== ==================
Net Earnings.................. $ 235.2 $ 314.2 $ 308.6 $ 218.8
================= ================= ================== ==================
2005
----
Total Revenues................ $ 2,212.6 $ 2,223.1 $ 2,149.5 $ 2,359.2
================= ================= ================== ==================
Earnings from
Continuing Operations....... $ 265.5 $ 278.3 $ 281.6 $ 232.7
================= ================= ================== ==================
Net Earnings.................. $ 265.0 $ 278.6 $ 296.8 $ 233.4
================= ================= ================== ==================
F-58
Retirement Investment Account(R)
Statement of additional information dated
May 1, 2007
--------------------------------------------------------------------------------
This statement of additional information ("SAI") is not a prospectus. It should
be read in conjunction with the prospectus for our Retirement Investment
Account(R) ("RIA"), dated May 1, 2007 ("prospectus"), and any supplements.
Terms defined in the prospectus have the same meaning in the SAI unless the
context otherwise requires.
On September 7, 2004, our name was changed from "The Equitable Life Assurance
Society of the United States" to "AXA Equitable Life Insurance Company."
You can obtain a copy of the prospectus, and any supplements to the prospectus,
from us free of charge by writing or calling the RIA service office listed on
the back of this SAI, or by contacting your financial professional. Our home
office is located at 1290 Avenue of the Americas, New York, N.Y. 10104 and our
telephone number is (212) 554-1234.
TABLE OF CONTENTS
Who is AXA Equitable? 2
Fund information 2
General 2
Restrictions and requirements of the AllianceBernstein Bond,
AllianceBernstein Balanced, AllianceBernstein Common
Stock and AllianceBernstein Mid Cap Growth Funds 2
Certain investments of the AllianceBernstein Bond and
AllianceBernstein Balanced Funds 2
Portfolio holdings policy for the Pooled Separate Accounts 3
Brokerage fees and charges for securities transactions 4
Additional information about RIA 5
Loan provisions 5
Annuity benefits 6
Amount of fixed-annuity payments 6
Ongoing operations fee 6
Management for the AllianceBernstein Bond,
AllianceBernstein Balanced, AllianceBernstein
Common Stock and AllianceBernstein Mid Cap
Growth Funds and AXA Equitable 7
Funds 7
Portfolio managers' information (AllianceBernstein Bond Fund,
AllianceBernstein Balanced Fund, AllianceBernstein
Common Stock Fund and AllianceBernstein Mid Cap
Growth Fund) 7
Investment professional conflict of interest disclosure 11
Portfolio manager compensation 12
Distribution of the contracts 12
Custodian and independent registered public accounting firm 13
AXA Equitable 14
Directors 14
Officers -- Directors 16
Other Officers 16
Separate Accounts Units of Interest Under Group
Annuity Contracts 21
Financial statements index 22
Financial statements FSA-1
Copyright 2007. AXA Equitable Life Insurance Company
1290 Avenue of the Americas, New York, New York 10104.
All rights reserved. Retirement Investment Account(R) is a service mark of The
AXA Equitable Life Insurance Company.
SAI 4ACS (5/07)
x01578
WHO IS AXA EQUITABLE?
AXA Equitable is a wholly owned subsidiary of AXA Financial Services, LLC, a
holding company, which is itself a wholly owned subsidiary of AXA Financial,
Inc. ("AXA Financial"). Interests in AXA Financial are held by the immediate
holding company, AXA America Holdings Inc., and the following affiliated
companies: AXA Corporate Solutions Reinsurance Company ("AXA Corporate
Solutions") and AXA Belgium SA. AXA holds its interest in AXA America Holdings,
Inc. and AXA Corporate Solutions, directly through its wholly owned subsidiary
holding company, Ouidinot Participations. AXA holds its interest in AXA Belgium
SA, through its wholly owned subsidiary holding company, AXA Holdings Belgium
SA.
FUND INFORMATION
GENERAL
In our prospectus we discuss in more detail, among other things, the structure
of the AllianceBernstein Bond, AllianceBernstein Balanced, AllianceBernstein
Common Stock and AllianceBernstein Mid Cap Growth Funds, their investment
objectives and policies, including the types of portfolio securities that they
may hold and levels of investment risks that may be involved, and investment
management. We also summarize certain of these matters with respect to the
Investment Funds and their corresponding portfolios. See "Investment options"
in the prospectus.
Here we will discuss special restrictions, requirements and transaction
expenses that apply to the AllianceBernstein Bond, AllianceBernstein Balanced,
AllianceBernstein Common Stock and AllianceBernstein Mid Cap Growth Funds,
certain investments of the AllianceBernstein Bond Fund and determination of the
value of units for all Funds, including some historical information. You can
find information about the investment objectives and policies, as well as
restrictions, requirements and risks pertaining to the corresponding AXA
Premier VIP Trust or EQ Advisors Trust portfolio in which the Investment Funds
invest in the prospectus and SAI for each Trust.
RESTRICTIONS AND REQUIREMENTS OF THE ALLIANCEBERNSTEIN BOND, ALLIANCEBERNSTEIN
BALANCED, ALLIANCEBERNSTEIN COMMON STOCK AND ALLIANCEBERNSTEIN MID CAP GROWTH
FUNDS
Neither the AllianceBernstein Common Stock Fund nor the AllianceBernstein
Balanced Fund will make an investment in an industry if that investment would
cause either Fund's holding in that industry to exceed 25% of either Fund's
assets.
The AllianceBernstein Bond Fund, AllianceBernstein Common Stock Fund and
AllianceBernstein Mid Cap Growth Fund will not purchase or write puts or calls
(options). The AllianceBernstein Balanced Fund's investment policies do not
prohibit hedging transactions such as through the use of put and call options
and stock index or interest rate futures.
The following investment restrictions apply to the AllianceBernstein Bond,
AllianceBernstein Balanced, AllianceBernstein Common Stock and
AllianceBernstein Mid Cap Growth Funds. None of those Funds will:
o trade in foreign exchanges (except the AllianceBernstein Balanced Fund
will trade in foreign exchanges, except those that fall into the MSCI
Emerging Markets country definition, with respect to the Global Equity
sub-portfolio);
o trade in commodities or commodity contracts (except the AllianceBernstein
Balanced Fund is permitted to enter into hedging transactions through the
use of stock index or interest rate futures);
o purchase real estate or mortgages, except as stated below. The Funds may
buy shares of real estate investment trusts listed on stock exchanges or
reported on the NASDAQ which is now a national stock market exchange,
having recently demutualized;
o make an investment in order to exercise control or management over a
company;
o underwrite the securities of other companies, including purchasing
securities that are restricted under the 1933 Act or rules or regulations
thereunder (restricted securities cannot be sold publicly until they are
registered under the 1933 Act), except as stated below;
o make short sales, except when the Fund has, by reason of ownership of
other securities, the right to obtain securities of equivalent kind and
amount that will be held so long as they are in short position;
o have more than 5% of its assets invested in the securities of any one
registered investment company. A Fund may not own more than 3% of a
registered investment company's outstanding voting securities. The Fund's
total holdings of registered investment company securities may not exceed
10% of the value of the Fund's assets;
o purchase any security on margin or borrow money except for short-term
credits necessary for clearance of securities transactions;
o make loans, except loans through the purchase of debt obligations or
through entry into repurchase agreements; or
o invest more than 10% of its total assets in restricted securities, real
estate investments, or portfolio securities not readily marketable (The
AllianceBernstein Common Stock Fund will not invest in restricted
securities).
CERTAIN INVESTMENTS OF THE ALLIANCEBERNSTEIN BOND AND ALLIANCEBERNSTEIN
BALANCED FUNDS
The following are brief descriptions of certain types of investments which may
be made by the AllianceBernstein Bond and AllianceBernstein Balanced Funds and
certain risks and investment techniques.
Mortgage-related Securities. The AllianceBernstein Bond and AllianceBernstein
Balanced Funds may invest in mortgage-related securities (including agency and
non-agency fixed, ARM and hybrid pass throughs, agency and non-agency CMO's,
commercial mortgage-backed securities and dollar rolls). Principal and interest
payments made on mortgages in the pools are passed through to the holder of
securities. Payment of principal and interest on some mortgage-related
securities (but not the market value of the securities themselves) may
2
be guaranteed by the full faith and credit of the U.S. Government (in the case
of securities guaranteed by the Government National Mortgage Association, or
"GNMA"), or guaranteed by agencies or instrumentalities of the U.S. Government
(in the case of securities guaranteed by the Federal National Mortgage
Corporation ("FNMA") or the Federal Home Loan Mortgage Corporation ("FHLMC"),
which are supported only by discretionary authority of the U.S. Government to
purchase the agency's obligations). Mortgage-related securities created by
non-governmental issuers (such as financial institutions, and other secondary
market issuers) may be supported by various forms of insurance or guarantees.
Collateralized mortgage obligations. The AllianceBernstein Bond and
AllianceBernstein Balanced Funds may invest in collateralized mortgage
obligations ("CMOs"). CMOs are debt obligations that were developed
specifically to reallocate the various risks inherent in mortgage-backed
securities across various bond classes or tranches. They are collateralized by
underlying mortgage loans or pools of mortgage-pass-through securities. They
can be issued by both agency (GNMA, FHLMC or FNMA) or non-agency issuers. CMOs
are not mortgage pass-through securities. Rather, they are pay-through
securities, i.e. securities backed by cash flow from the underlying mortgages.
CMOs are typically structured into multiple classes, with each class bearing a
different stated maturity and having different payment streams. Monthly
payments of principal, including prepayments, are first returned to investors
holding the shortest maturity class; investors holding longer maturity classes
receive principal payments only after the shorter class or classes have been
retired.
Asset-backed securities. The AllianceBernstein Bond and AllianceBernstein
Balanced Funds may purchase asset-backed securities. The securitization
techniques used to develop mortgage-backed securities are also applied to a
broad range of financial assets. Through the use of trusts and special purpose
vehicles, various types of assets, including automobile loans and leases,
credit card receivables, home equity loans, equipment leases and trade
receivables, are securitized in structures similar to the structures used in
mortgage securitizations. The AllianceBernstein Balanced and the
AllianceBernstein Bond Funds may invest in other asset-backed securities that
may be developed in the future or as would be deemed appropriate.
Non-US Debt. The AllianceBernstein Balanced Fund may invest in non-U.S.
sovereign and corporate debt issued in U.S. Dollars.
Zero coupon bonds. The AllianceBernstein Bond and AllianceBernstein Balanced
Funds may invest in zero coupon bonds. Such bonds may be issued directly by
agencies and instrumentalities of the U.S. Government or by private
corporations. Zero coupon bonds may originate as such or may be created by
stripping an outstanding bond. Zero coupon bonds do not make regular interest
payments. Instead, they are sold at a deep discount from their face value.
Because a zero coupon bond does not pay current income, its price can be very
volatile when interest rates change.
Repurchase agreements. Repurchase agreements are currently entered into with
creditworthy counterparties including broker-dealers, member banks of the
Federal Reserve System or "primary dealers" (as designated by the Federal
Reserve Bank of New York) in U.S. Government securities. Repurchase agreements
are often for short periods such as one day or a week, but may be longer.
Investment may be made in repurchase agreements pertaining to the marketable
obligations, or marketable obligations guaranteed by the United States
Government, its agencies or instrumentalities.
Debt securities subject to prepayment risks. Mortgage-related securities and
certain collateralized mortgage obligations, asset-backed securities and other
debt instruments in which the AllianceBernstein Balanced Fund and
AllianceBernstein Bond Fund may invest are subject to prepayments prior to
their stated maturity. The Fund usually is unable to accurately predict the
rate at which prepayments will be made, which rate may be affected, among other
things, by changes in generally prevailing market interest rates. If
prepayments occur, the Fund suffers the risk that it will not be able to
reinvest the proceeds at as high a rate of interest as it had previously been
receiving. Also, the Fund will incur a loss to the extent that prepayments are
made for an amount that is less than the value at which the security was then
being carried by the Fund.
When-issued and delayed delivery securities. The AllianceBernstein Bond and
AllianceBernstein Balanced Funds may purchase and sell securities on a
when-issued or delayed delivery basis. In these transactions, securities are
purchased or sold by a Fund with payment and delivery taking place in the
future in order to secure what is considered to be an advantageous price or
yield to the Fund at the time of entering into the transaction. When a Fund
engages in when-issued or delayed delivery transactions, the Fund relies on the
other party to consummate the transaction. Failure to consummate the
transaction may result in the Fund missing the opportunity of obtaining a price
or yield considered to be advantageous. When-issued and delayed delivery
transactions are generally expected to settle within three months from the date
the transactions are entered into, although the Fund may close out its position
prior to the settlement date. The Fund will sell on a forward settlement basis
only securities it owns or has the right to acquire.
Foreign currency forward contracts. The AllianceBernstein Balanced Fund may
enter into contracts for the purchase or sale of a specific foreign currency at
a future date at a price set at the time of the contract. The Fund will enter
into such forward contracts for hedging purposes only.
Hedging transactions. The AllianceBernstein Balanced Fund may engage in
transactions which are designed to protect against potential adverse price
movements in securities owned or intended to be purchased by the Fund.
PORTFOLIO HOLDINGS POLICY FOR THE POOLED SEPARATE ACCOUNTS
It is the policy of the Pooled Separate Accounts (the "Separate Accounts") to
safeguard against misuse of their portfolio holdings information and to prevent
the selective disclosure of such information. Each Separate Account will
publicly disclose its holdings in accordance with regulatory requirements, such
as periodic portfolio disclosure in filings with the SEC. The portfolio
holdings information for the Separate Accounts including, among other things,
the top ten holdings and complete portfolio holdings, is available on a monthly
3
basis and generally can be obtained by contract holders/participants or their
consultants, free of charge, 15 days after the month end by calling
1-866-642-3127. AXA Equitable has established this procedure to provide prompt
portfolio holdings information so that contractholders and their consultants
can perform effective oversight of plan investments.
On a case-by-case basis, AXA Equitable may approve the disclosure of non-public
portfolio holdings and trading information to particular individuals or
entities in appropriate circumstances. In all cases, the approval of release of
non-public portfolio holdings or trading information will be conditioned on the
obligation of the recipient to maintain the confidentiality of the information
including an obligation not to trade on non-public information. Neither AXA
Equitable nor its investment adviser, AllianceBernstein L.P., discloses
non-public portfolio holdings or portfolio trade information of any Separate
Account to the media.
In addition, with the approval of our investment officers, non-public portfolio
holdings information may be provided as part of the legitimate business
activities of each Separate Account to the following service providers and
other organizations: auditors; the custodian; the accounting service provider,
the administrator; the transfer agent; counsel to the Separate Accounts;
regulatory authorities; pricing services; and financial printers. The entities
to whom we or the investment advisor voluntarily provide holdings information,
either by explicit agreement or by virtue of their respective duties to each
Separate Account, are required to maintain the confidentiality of the
information disclosed, including an obligation not to trade on non-public
information. As of the date of this SAI, we have ongoing arrangements to
provide non-public portfolio holdings information to the following service
providers: JPMorgan Chase, State Street-Kansas City, PricewaterhouseCoopers
LLP, Capital Printing Systems, Inc., and RR Donnelley. Each of these
arrangements provides for ongoing disclosure of current portfolio holdings
information so that the entity can provide services to the Separate Accounts.
These service providers do not provide any compensation to AXA Equitable, the
Separate Accounts or any affiliates in return for the disclosure of non-public
portfolio holdings information.
Until particular portfolio holdings information has been released in regulatory
filings or is otherwise available to contract holders and/or participants, and
except with regard to the third parties described above, no such information
may be provided to any party without the approval of our investment officers or
the execution by such third party of an agreement containing appropriate
confidentiality language which has been approved by our Legal Department. Our
investment officers will monitor and review any potential conflicts of interest
between the contract holders/participants and AXA Equitable and its affiliates
that may arise from potential release of non-public portfolio holdings
information. We will not release portfolio holdings information unless it is
determined that the disclosure is in the best interest of its contract
holders/participants and there is a legitimate business purpose for such
disclosure. No compensation is received by AXA Equitable or its affiliates or
any other person in connection with the disclosure of portfolio holdings
information.
BROKERAGE FEES AND CHARGES FOR SECURITIES TRANSACTIONS
We discuss in the prospectus that we are the investment manager of the
AllianceBernstein Bond, AllianceBernstein Balanced, AllianceBernstein Common
Stock and AllianceBernstein Mid Cap Growth Funds. As the investment manager of
these Funds, we invest and reinvest the assets of these Funds in a manner
consistent with the policies described in the prospectus. In providing these
services we currently use the personnel and facilities of our majority-owned
subsidiary, AllianceBernstein L.P. ("AllianceBernstein"), for portfolio
selection and transaction services, including arranging the execution of
portfolio transactions. AllianceBernstein is also an adviser for certain
portfolios in EQ Advisors Trust and AXA Premier VIP Trust. Information on
brokerage fees and charges for securities transactions for the Trusts'
portfolios is provided in the prospectus for each Trust.
The AllianceBernstein Bond, AllianceBernstein Balanced, AllianceBernstein
Common Stock and AllianceBernstein Mid Cap Growth Funds are charged for
securities brokers commissions, transfer taxes and other fees and expenses
relating to their operation. Transactions in equity securities for a Fund are
executed primarily through brokers which receive a commission paid by the Fund.
Brokers are selected by AllianceBernstein. AllianceBernstein seeks to obtain
the best price and execution of all orders placed for the portfolio of the
Funds, considering all the circumstances. If transactions are executed in the
over-the-counter market AllianceBernstein will deal with the principal market
makers, unless more favorable prices or better execution is otherwise
obtainable. There are occasions on which portfolio transactions for the Funds
may be executed as part of concurrent authorizations to purchase or sell the
same security for certain other accounts or clients advised by
AllianceBernstein. Although these concurrent authorizations potentially can be
either advantageous or disadvantageous to the Funds, they are effected only
when it is believed that to do so is in the best interest of the Funds. When
these concurrent authorizations occur, the objective is to allocate the
executions among the accounts or clients in a fair manner.
Recently, the increasing number of low-cost automated order execution services
have contributed to lower commission rates. These services, often referred to
as "low touch" trading, take advantage of the electronic connectivity of market
centers, eliminating the need for human intervention and thereby lowering the
cost of execution. These services include: 1) direct market access (DMA)
options, in which orders are placed directly with market centers, such as
NASDAQ or Archipelago; 2) aggregators, which allow access to multiple markets
simultaneously; and 3) algorithmic trading platforms, which use complex
mathematical models to optimize trade routing and timing.
We try to choose only brokers which we believe will obtain the best prices and
executions on securities transactions. Subject to this general requirement, we
also consider the amount and quality of securities research services provided
by a broker. Typical research services include general economic information and
analyses and specific information on and analyses of companies, industries and
markets. Factors we use in evaluating research services include the diversity
of sources used by the broker and the broker's experience, analytical ability
and professional stature.
4
The receipt of research services from brokers tends to reduce our expenses in
managing the AllianceBernstein Bond, AllianceBernstein Balanced,
AllianceBernstein Common Stock and AllianceBernstein Mid Cap Growth Funds. We
take this into account when setting the expense charges. Brokers who provide
research services may charge somewhat higher commissions than those who do not.
However, we will select only brokers whose commissions we believe are
reasonable in all the circumstances.
We periodically evaluate the services provided by brokers and prepare internal
proposals for allocating among those various brokers business for all the
accounts we manage or advise. That evaluation involves consideration of the
overall capacity of the broker to execute transactions, its financial
condition, its past performance and the value of research services provided by
the broker in servicing the various accounts advised or managed by us.
Generally, we do not tell brokers that we will try to allocate a particular
amount of business to them. We do occasionally let brokers know how their
performance has been evaluated.
Research information that we obtain may be used in servicing all clients or
accounts under our management, including our general account. Similarly, we
will not necessarily use all research provided by a broker or dealer with which
the Funds transact business in connection with those Funds.
Transactions for the AllianceBernstein Bond, AllianceBernstein Balanced,
AllianceBernstein Common Stock and AllianceBernstein Mid Cap Growth Funds in
the over-the-counter market are normally executed as principal transactions
with a dealer that is a principal market maker in the security, unless a better
price or better execution can be obtained from another source. Under these
circumstances, the Funds pay no commission. Similarly, portfolio transactions
in money market and debt securities will normally be executed through dealers
or underwriters under circumstances where the Fund pays no commission.
When making securities transactions for the AllianceBernstein Bond,
AllianceBernstein Balanced, AllianceBernstein Common Stock and
AllianceBernstein Mid Cap Growth Funds that do not involve paying a brokerage
commission (such as the purchase of short-term debt securities), we seek to
obtain prompt execution in an effective manner at the best price. Subject to
this general objective, we may give orders to dealers or underwriters who
provide investment research. None of the Funds will pay a higher price,
however, and the fact that we may benefit from such research is not considered
in setting the expense charges.
In addition to using brokers and dealers to execute portfolio securities
transactions for clients or accounts we manage, we may enter into other types
of business transactions with brokers or dealers. These other transactions will
be unrelated to allocation of the Funds' portfolio transactions.
For the years ended December 31, 2006, 2005 and 2004, total brokerage
commissions for Separate Account No. 10 -- Pooled were $29,394, $58,825 and
$68,731, respectively; for Separate Account No. 4 -- Pooled were $739,493,
$699,416 and $1,126,910, respectively; for Separate Account No. 3 -- Pooled
were $453,828, $378,750 and $708,388, respectively; and for Separate Account
No. 13 -- Pooled were $0, $0 and $0, respectively. For the fiscal year ended
December 31, 2006, commissions of $28,883, $725,854 and $436,288 were paid to
brokers providing research services to Separate Account No. 10 -- Pooled,
Separate Account No. 4 -- Pooled and Separate Account No. 3 -- Pooled,
respectively, on portfolio transactions of $178,739,675, $844,801,931 and
$277,489,188, respectively.
ADDITIONAL INFORMATION ABOUT RIA
LOAN PROVISIONS
Loans to plan trustees on behalf of participants are permitted in our RIA
program. It is the plan administrator's responsibility to administer the loan
program.
The following are important features of the RIA loan provision:
o We will only permit loans from the guaranteed interest option. If the
amount requested to be borrowed plus the loan fee and loan reserve we
discuss below is more than the amount available in the guaranteed interest
option for the loan transaction, the employer can move the additional
amounts necessary from one or more Funds to the guaranteed interest option.
o The plan administrator determines the interest rate, the maximum term and
all other terms and conditions of the loan.
o Repayment of loan principal and interest can be made only to the guaranteed
interest option. The employer must identify the portion of the repayment
amount which is principal and which is interest.
o Upon repayment of a loan amount, any repayment of loan principal and loan
reserve (see below) taken from one or more Funds for loan purposes may be
moved back to a Fund.
o We charge a loan fee in an amount equal to 1% of the loan principal amount
on the date a loan is made. The contingent withdrawal charge will be
applied to any unpaid principal, as if the amount had been withdrawn on the
day the principal payment was due. See "Charges and expenses" in the
prospectus.
o The minimum amount of a loan for a participant is $1,000, and the maximum
amount is 90% of the balances in all the investment options for a
participant. An employer plan, the Code and the DOL (as described in "Tax
information" in the prospectus) may impose additional conditions or
restrictions on loan transactions.
o On the date a loan is made, we create a loan reserve account in the
guaranteed interest option in an amount equal to 10% of the loan amount.
The 10% loan reserve is intended to cover (1) the ongoing operations fee
applicable to amounts borrowed, (2) the possibility of our having to deduct
applicable contingent withdrawal charges (see "Charges and expenses" in the
prospectus) and (3) the deduction of any other withholdings, if required.
The loan amount will not earn any interest under the contracts while the
loan is outstanding. The amount of the loan reserve will continue to earn
interest at the guaranteed interest option rate applicable for the employer
plan.
5
o The ongoing operations fee will apply to the sum of the investment option
balances (including the loan reserve) plus any unpaid loan principal. If
the employer plan is terminated or any amount is withdrawn, or if any
withdrawal from RIA results in the reduction of the 10% loan reserve amount
in the guaranteed interest option, during the time a loan is outstanding,
the contingent withdrawal charge will be applied to any principal loan
balances outstanding as well as to any employer plan balances (including
the loan reserve) in the investment options. See "Charges and expenses" in
the prospectus.
ANNUITY BENEFITS
Subject to the provisions of an employer plan, we have available under RIA the
following forms of fixed annuities.
o Life annuity: An annuity which guarantees a lifetime income to the retired
employee-participant ("annuitant") and ends with the last monthly payment
before the annuitant's death. There is no death benefit associated with
this annuity form and it provides the highest monthly amount of any of the
guaranteed life annuity forms. If this form of annuity is selected, it is
possible that only one payment will be made if the annuitant dies after
that payment.
o Life annuity -- period certain: This annuity form guarantees a lifetime
income to the annuitant and, if the annuitant dies during a previously
selected minimum payment period, continuation of payments to a designated
beneficiary for the balance of the period. The minimum period is usually 5,
10, 15 or 20 years.
o Life annuity -- refund certain: This annuity form guarantees a lifetime
income to the annuitant and, if the annuitant dies before the initial
single premium has been recovered, payments will continue to a designated
beneficiary until the single premium has been recovered. If no beneficiary
survives the annuitant, the refund will be paid in one lump sum to the
estate.
o Period certain annuity: Instead of guaranteed lifetime income, this annuity
form provides for payments to the annuitant over a specified period,
usually 5, 10, 15 or 20 years, with payments continuing to the designated
beneficiary for the balance of the period if the annuitant dies before the
period expires.
o Qualified joint and survivor life annuity: This annuity form guarantees
lifetime income to the annuitant, and, after the annuitant's death, the
continuation of income to the surviving spouse. Generally, unless a married
annuitant elects otherwise with the written consent of his spouse, this
will be the form of annuity payment. If this form of annuity is selected,
it is possible that only one payment will be made if both the annuitant and
the spouse die after that payment.
All of the forms outlined above (with the exception of qualified joint and
survivor life annuity) are available as either Single or Joint life annuities.
We offer other forms not outlined here. Your financial professional can provide
details.
AMOUNT OF FIXED-ANNUITY PAYMENTS
Our forms of a fixed annuity provide monthly payments of specified amounts.
Fixed-annuity payments, once begun, will not change. The size of payments will
depend on the form of annuity that is chosen, our annuity rate tables in effect
when the first payment is made, and, in the case of a life income annuity, on
the annuitant's age. The tables in our contracts show monthly payments for each
$1,000 of proceeds applied under an annuity. If our annuity rates in effect on
the annuitant's retirement date would yield a larger payment, those current
rates will apply instead of the tables. Our annuity rate tables are designed to
determine the amounts required for the annuity benefits elected and for
administrative and investment expenses and mortality and expense risks. Under
our contracts we can change the annuity rate tables every five years. Such
changes would not affect annuity payments being made.
ONGOING OPERATIONS FEE
We determine the ongoing operations fee based on the combined net balances of
an employer plan in all the investment options (including any outstanding loan
balances) at the close of business on the last business day of each month. For
employer plans that adopted RIA on or before February 9, 1986, we use the rate
schedule set forth below, and apply it to the employer plan balances at the
close of business on the last business day of the following month. For employer
plans that adopted RIA after February 9, 1986 we use the rate schedule set
forth in the prospectus. See "Charges and expenses" in the prospectus.
------------------------------------------------
Combined balance Monthly
of investment options rate
------------------------------------------------
First $ 150,000 1/12 of 1.25%
Next $ 350,000 1/12 of 1.00%
Next $ 500,000 1/12 of 0.75%
Next $1,500,000 1/12 of 0.50%
Over $2,500,000 1/12 of 0.25%
------------------------------------------------
6
MANAGEMENT FOR THE ALLIANCEBERNSTEIN BOND, ALLIANCEBERNSTEIN BALANCED,
ALLIANCEBERNSTEIN COMMON STOCK AND ALLIANCEBERNSTEIN MID CAP GROWTH FUNDS AND
AXA EQUITABLE
FUNDS
In the Prospectus we give information about us, the AllianceBernstein Bond,
AllianceBernstein Balanced, AllianceBernstein Common Stock and
AllianceBernstein Mid Cap Growth Funds and how we, together with
AllianceBernstein, provide investment management for the investments and
operations of these Funds. See "More information" in the prospectus. The
amounts of the investment management and financial accounting fees we received
from employer plans participating through registered contracts in the
AllianceBernstein Balanced, AllianceBernstein Common Stock and
AllianceBernstein Mid Cap Growth Funds in 2006 were $5,872, $9,873 and $4,380,
respectively; in 2005 were $6,699, $9,873 and, $4,623, respectively; in 2004
were $6,299, $10,211 and $4,947, respectively. The amount of such fees received
under the AllianceBernstein Bond Fund in 2006, 2005 and 2004 were $0, $0 and
$0, respectively.
PORTFOLIO MANAGERS' INFORMATION (ALLIANCEBERNSTEIN BOND FUND, ALLIANCEBERNSTEIN
BALANCED FUND, ALLIANCEBERNSTEIN COMMON STOCK FUND AND ALLIANCEBERNSTEIN MID
CAP GROWTH FUND)
The tables and discussion below provide information with respect to the
portfolio managers who are primarily responsible for the day-to-day management
of each Fund.
[Enlarge/Download Table]
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AllianceBernstein Bond Fund, Separate Account No. 13 ("Fund")
AllianceBernstein L.P. ("Adviser")
Information as of December 31, 2006
------------------------------------------------------------------------------------------------------------------
(a)(1) Portfolio manager(s) of the (a)(2) For each person identified in column (a)(1), the number of other
Adviser named in the prospectus accounts of the Adviser managed by the person within each category
below and the total assets in the accounts managed within each cat-
egory below
----------------------------------------------------------------------------
Registered Invest- Other Pooled Invest- Other Accounts
ment Companies ment Vehicles
----------------------------------------------------------------------------
Number Total Number Total Number Total
of Assets of Assets of Assets
Accounts ($MM) Accounts ($MM) Accounts ($MM)
------------------------------------------------------------------------------------------------------------------
Alison Martier 4 $3,134 4 $1,562 33 $4,569
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
(a)(1) Portfolio manager(s) of the (a)(3) For each of the categories in column (a)(2), the number of
Adviser named in the prospectus accounts and the total assets in the accounts with respect to which
the advisory fee is based on the performance of the account
----------------------------------------------------------------------------
Registered Invest- Other Pooled Invest- Other Accounts
ment Companies ment Vehicles
----------------------------------------------------------------------------
Number Total Number Total Number Total
of Assets of Assets of Assets
Accounts ($MM) Accounts ($MM) Accounts ($MM)
------------------------------------------------------------------------------------------------------------------
Alison Martier N/A N/A N/A N/A N/A N/A
------------------------------------------------------------------------------------------------------------------
Note: $MM means millions
For a description of any material conflicts, please see "Investment
professional conflict of interest" later in the SAI.
For compensation information, please see "AllianceBernstein's compensation
program" later in the SAI.
Ownership of Securities of AXA's insurance products for which the Fund serves
as an investment option (Retirement Investment Account, Members Retirement
Program and American Dental Association):
[Enlarge/Download Table]
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$10,001- $50,001- $100,001- $500,001 - over
Portfolio Manager None $1-$10,000 $50,000 $100,000 $500,000 $1,000,000 $1,000,000
-------------------------------------------------------------------------------------------------------
Alison Martier N/A*
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* Shares owned by Alison Martier in Equity Fund and Mid Cap Growth are as of
12/31/06. While there are no insurance products ownership to report, Ms.
Martier participates in the AXA Equitable Savings and Investment Plan and
owns shares as follows:
o (TPOW) Equity Fund: 6766.355 shares
o (TPOX) Mid Cap Growth: 7545.908 shares
Alison Martier is the team leader of the US Core Fixed Income team that manages
this fund. Team Members include:
Alison M. Martier -- Senior Vice President and Director -- US Core Fixed Income
Ms. Martier became director of our US Core Fixed Income service in 2002. She
manages US Core, Core Plus and Strategic Core Plus fixed income portfolios for
institutional clients, as well as supervises the portfolio management team for
our US Core and US Low Duration services. Ms. Martier joined AllianceBernstein
in 1993 from Equitable Capital. She joined Equitable as a trader in 1979 and
has been a portfolio manager since 1983. Ms. Martier holds a B.A. from
Northwestern University and an M.B.A. from New York University's Graduate
School of Business Administration. CFA Charterholder. Location: New York
Greg Wilensky -- Vice President, Portfolio Manager and Director --
Inflation-Linked Securities
Mr. Wilensky is a member of the US Core, US Low Duration and Liquid Markets
teams, and also manages US Inflation Adjusted Bonds portfolios. In addition,
Mr. Wilensky has been responsible for the firm's stable value business since
1998. Prior to joining AllianceBernstein as a portfolio man-
7
ager in 1996, Mr. Wilensky was a treasury manager in the corporate finance
group at AT&T Corp. He earned a B.S. in Business Administration from Washington
University and an M.B.A. from the University of Chicago. Member of the New York
Society of Security Analysts. CFA Charterholder. Location: New York
Shawn Keegan -- Vice President and Portfolio Manager
Mr. Keegan is the investment-grade credit specialist for AllianceBernstein's US
Core, Core Plus and Low Duration strategies. He joined AllianceBernstein in
1993 as a portfolio assistant. He spent a year at Aladdin Capital as a trader
before joining the US Core Fixed Income Team in early 2001. He holds a B.S. in
Finance from Siena College. Location: New York
Joran Laird -- Vice President and Portfolio Manager
Mr. Laird has recently joined the US Core team from the New Zealand office
where he was responsible for management of cash portfolios, quantitative
trading and contributing to the overall fixed interest strategy. Prior to
joining AllianceBernstein in 2000, Mr. Laird served as a treasury dealer and
senior market risk analyst. He holds both a Bachelors Degree of Commerce and a
Masters Degree of Commerce in Economics from the University of Canterbury. CFA
Charterholder. Location: New York
[Enlarge/Download Table]
------------------------------------------------------------------------------------------------------------------
AllianceBernstein Balanced Fund, Separate Account No. 10 ("Fund")
AllianceBernstein L.P. ("Adviser")
Information as of December 31, 2006
------------------------------------------------------------------------------------------------------------------
(a)(1) Portfolio manager(s) of the (a)(2) For each person identified in column (a)(1), the number of other
Adviser named in the prospectus accounts of the Adviser managed by the person within each category
below and the total assets in the accounts managed within each cat-
egory below
-----------------------------------------------------------------------------
Registered Invest- Other Pooled Invest- Other Accounts
ment Companies ment Vehicles
-----------------------------------------------------------------------------
Number Total Number Total Number Total
of Assets of Assets of Assets
Accounts ($MM) Accounts ($MM) Accounts ($MM)
------------------------------------------------------------------------------------------------------------------
Alison Martier 4 3,134 4 1,562 34 4,587
------------------------------------------------------------------------------------------------------------------
Joshua Lisser 44 41,159 291 21,741 249 67,850
------------------------------------------------------------------------------------------------------------------
Total 48 44,293 295 23,303 283 72,437
------------------------------------------------------------------------------------------------------------------
Excluded from above:
------------------------------------------------------------------------------------------------------------------
STRATEGIC BALANCED #10 N/A N/A N/A N/A 1 59
- COMBINED
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
(a)(1) Portfolio manager(s) of the (a)(3) For each of the categories in column (a)(2), the number of
Adviser named in the prospectus accounts and the total assets in the accounts with respect to which
the advisory fee is based on the performance of the account
-----------------------------------------------------------------------------
Registered Invest- Other Pooled Invest-
ment Companies ment Vehicles Other Accounts
-----------------------------------------------------------------------------
Number Total Number Total Number Total
of Assets of Assets of Assets
Accounts ($MM) Accounts ($MM) Accounts ($MM)
------------------------------------------------------------------------------------------------------------------
Alison Martier N/A N/A N/A N/A N/A N/A
------------------------------------------------------------------------------------------------------------------
Joshua Lisser N/A N/A 2 620 42 9,860
------------------------------------------------------------------------------------------------------------------
Total N/A N/A 2 620 42 9,860
------------------------------------------------------------------------------------------------------------------
Excluded from above:
------------------------------------------------------------------------------------------------------------------
STRATEGIC BALANCED #10 N/A N/A N/A N/A N/A N/A
- COMBINED
------------------------------------------------------------------------------------------------------------------
Note: $MM means millions
For a description of any material conflicts, please see "Investment
professional conflict of interest" later in the SAI.
For compensation information, please see "AllianceBernstein's compensation
program" later in the SAI.
Ownership of Securities of AXA's insurance products for which the Fund serves
as an investment option (Retirement Investment Account and Members Retirement
Program):
[Enlarge/Download Table]
-------------------------------------------------------------------------------------------------------
$10,001- $50,001- $100,001- $500,001 - over
Portfolio Manager None $1-$10,000 $50,000 $100,000 $500,000 $1,000,000 $1,000,000
-------------------------------------------------------------------------------------------------------
Alison Martier N/A*
-------------------------------------------------------------------------------------------------------
Joshua Lisser X
-------------------------------------------------------------------------------------------------------
* Shares owned by Alison Martier in the Equity Fund and the Mid Cap Growth are
as of December 31, 2006. While there are no insurance products ownership to
report, Ms. Martier participates in AXA Equitable Savings and Investment Plan
and owns shares, pursuant to her prior employment at AXA, as follows:
o (TPOW) Equity Fund: 6766.355 shares
o (TPOX) Mid Cap Growth: 7545.908 shares
Joshua Lisser does not own such shares.
AllianceBernstein Balanced Fund, Separate Account No. 10 ("Fund") is managed by
the following team members:
Joshua B. Lisser
Senior Vice President and Chief Investment Officer-Structured Equities
Mr. Lisser is a member of the Blend Strategies team. He joined
AllianceBernstein in 1992 as a portfolio manager in the index strategies group
and developed the international and global risk controlled equity services.
Prior to joining AllianceBernstein, Mr. Lisser was with Equitable Capital spe-
8
cializing in derivative investment strategies. Mr. Lisser received a BA from
the State University of New York at Binghamton, where he was elected a member
of Phi Beta Kappa, and an MBA from New York University. Location: New York
Seth Masters
Executive Vice President and Chief Investment Officer--Blend Strategies
Mr. Masters joined Bernstein in 1991 as a research analyst covering banks,
insurance companies, and other financial firms and has been Executive Vice
President and Chief Investment Officer for Blend Strategies since 2002. Between
1994 and 2002, Mr. Masters was Chief Investment Officer for Emerging Market
Value Equities. In his current role, Mr. Masters has launched an array of blend
strategies, drawing on AllianceBernstein's growth and value capabilities. He
has been responsible for forging the firm's position within the core equity
market. He also serves on AllianceBernstein's Management Executive Committee, a
group of key senior professionals responsible for managing the firm, enacting
key strategic initiatives and allocating resources. Over the years, Mr. Masters
has published numerous articles, including "Is There a Better Way to
Rebalance?," "Emerging Markets: Managing the Impact of High Costs," "After the
Fall: The Case for Emerging Markets Revisited" and "The Problem with Emerging
Markets Indexes," which appeared in The Journal of Portfolio Management in
2003, 2002, 1999 and 1998, respectively. Prior to Bernstein, Mr. Masters worked
as a senior associate at Booz, Allen & Hamilton from 1986 to 1990 and taught
economics in China from 1983 to 1985. He earned a BA from Princeton University
and an MPhil in economics from Oxford University. Location: New York
Thomas J. Fontaine
Senior Vice President and Senior Portfolio Manager--Blend Strategies
Mr. Fontaine is a senior vice president and senior portfolio manager on the
Blend Strategies team, focusing on Style Blend and Structured Equity
portfolios. Prior to his current role, Mr. Fontaine was a senior quantitative
analyst responsible for the research and development of the US Structured
Equity products, as well as the design of the firm's global equity portfolio
analytics systems. Previous to joining Sanford C. Bernstein & Co. in 1999, Mr.
Fontaine was a quantitative analyst at Tudor Investment Corporation, where he
designed automated futures trading systems. Mr. Fontaine earned a BS, cum
laude, in both Mathematics and Computer Science from the University of
Wisconsin-Madison in 1988 and a Ph.D. in Computer Science from the University
of Pennsylvania in 1993. He has earned the Global Association of Risk
Professionals Financial Risk Manager certification. CFA Charterholder.
Location: New York
Christopher Nikolich
Senior Vice President and Senior Portfolio Manager--Blend Strategies
Mr. Nikolich is a senior vice president and senior portfolio manager on the
Blend Strategies team and has been with the firm since 1994. Just prior to his
current role, Mr. Nikolich was a portfolio manager in the index strategies
group where he managed risk controlled equity services, a role he retains. Mr.
Nikolich has an MBA in Finance and International Business from New York
University and a BA in Finance from Rider University. Location: New York
Alison M. Martier
Senior Vice President and Director--US Core Fixed Income
Ms. Martier became director of our US Core Fixed Income service in 2002. She
manages US Core, Core Plus and Strategic Core Plus fixed income portfolios for
institutional clients, as well as supervises the portfolio management team for
our US Core and US Low Duration services. Ms. Martier joined AllianceBernstein
in 1993 from Equitable Capital. She joined Equitable as a trader in 1979 and
has been a portfolio manager since 1983. Ms. Martier holds a BA from
Northwestern University and an MBA from New York University's Graduate School
of Business Administration. CFA Charterholder. Location: New York
Shawn Keegan
Vice President and Portfolio Manager
Mr. Keegan is the investment-grade credit specialist for AllianceBernstein's US
Core, Core Plus and Low Duration strategies. He joined AllianceBernstein in
1993 as a portfolio assistant. He spent a year at Aladdin Capital as a trader
before joining the US Core Fixed Income Team in early 2001. He holds a B.S. in
Finance from Siena College. Location: New York
Greg Wilensky
Vice President, Portfolio Manager and Director
Mr. Wilensky is a member of the US Core, US Low Duration and Liquid Markets
teams, and also manages US Inflation-Linked Securities portfolios. In addition,
Mr. Wilensky has been responsible for the firm's stable value business since
1998. Prior to joining AllianceBernstein as a portfolio manager in 1996, Mr.
Wilensky was a treasury manager in the corporate finance group at AT&T Corp. He
earned a B.S. in Business Administration from Washington University and an MBA
from the University of Chicago. Member of the New York Society of Security
Analysts. CFA Charterholder. Location: New York
9
[Enlarge/Download Table]
------------------------------------------------------------------------------------------------------------------
AllianceBernstein Common Stock Fund, Separate Account No. 4 ("Fund")
AllianceBernstein L.P. ("Adviser")
Information as of December 31, 2006
------------------------------------------------------------------------------------------------------------------
(a)(1) Portfolio manager(s) of the (a)(2) For each person identified in column (a)(1), the number of other
Adviser named in the prospectus accounts of the Adviser managed by the person within each category
below and the total assets in the accounts managed within each cat-
egory below
-----------------------------------------------------------------------------
Registered Invest- Other Pooled Invest- Other Accounts
ment Companies ment Vehicles
-----------------------------------------------------------------------------
Number Total Number Total Number Total
of Assets of Assets of Assets
Accounts ($MM) Accounts ($MM) Accounts ($MM)
------------------------------------------------------------------------------------------------------------------
Alan Levi 2 $1,670 1 $6 12 $1,019
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
(a)(1) Portfolio manager(s) of the (a)(3) For each of the categories in column (a)(2), the number of
Adviser named in the prospectus accounts and the total assets in the accounts with respect to which
the advisory fee is based on the performance of the account
-----------------------------------------------------------------------------
Registered Invest- Other Pooled Invest-
ment Companies ment Vehicles Other Accounts
-----------------------------------------------------------------------------
Number Total Number Total Number Total
of Assets of Assets of Assets
Accounts ($MM) Accounts ($MM) Accounts ($MM)
------------------------------------------------------------------------------------------------------------------
Alan Levi 2 $4,280 N/A N/A N/A N/A
------------------------------------------------------------------------------------------------------------------
Note: $ MM means millions
For a description of any material conflicts, please see "Investment
professional conflict of interest" later in the SAI.
For compensation information, please see "AllianceBernstein's compensation
program" later in the SAI.
Ownership of Securities of AXA's insurance products for which the Fund serves
as an investment option (Retirement Investment Account, Members Retirement
Program and American Dental Association):
[Enlarge/Download Table]
$10,001- $50,001- $100,001- $500,001 - over
Portfolio Manager None $1-$10,000 $50,000 $100,000 $500,000 $1,000,000 $1,000,000
Alan Levi X
The management of and investment decisions for the Fund's portfolio are made by
AllianceBernstein's US Growth Team, which is responsible for management of all
of AllianceBernstein's US Growth accounts. The US Growth Team relies heavily on
the fundamental analysis and research of the AllianceBernstein's large internal
research staff. While all members of the team work jointly to determine the
investment strategy, including security selection, Mr. Alan Levi, a member of
the AllianceBernstein's US Growth Team, is responsible for day-to-day
management of and has oversight and order placement responsibilities for the
Fund's portfolio.
Alan E. Levi -- Senior Vice President and Team Leader
Mr. Levi is the team leader of the US Disciplined Growth and US Growth teams.
He joined AllianceBernstein in 1973 as a research analyst and served as
director of US equity research from 1990-1995. Mr. Levi joined the US
Disciplined Growth team as a portfolio manager in 1995, served as co-team
leader from 2002-2003 and became the team leader in 2004. He became a US Growth
portfolio manager in 1999 and became the team leader in 2002. Mr. Levi is a
past director and treasurer of the Bank and Financial Analysts Association and
served as a director of the New York Society of Security Analysts between
1992-1994. He received his B.A. from Johns Hopkins and an M.B.A. from the
University of Chicago. Location: New York
[Enlarge/Download Table]
AllianceBernstein Mid Cap Growth Fund, Separate Account No. 3 ("Fund")
AllianceBernstein L.P. ("Adviser")
Information as of December 31, 2006
------------------------------------------------------------------------------------------------------------------
(a)(1) Portfolio manager(s) of the (a)(2) For each person identified in column (a)(1), the number of other
Adviser named in the Fund accounts of the Adviser managed by the person within each category
prospectus below and the total assets in the accounts managed within each cat-
egory below
-----------------------------------------------------------------------------
Registered Invest- Other Pooled Invest- Other Accounts
ment Companies ment Vehicles
-----------------------------------------------------------------------------
Number Total Number Total Number Total
of Assets of Assets of Assets
Accounts ($MM) Accounts ($MM) Accounts ($MM)
------------------------------------------------------------------------------------------------------------------
Catherine Wood 4 $5,210 35 $7,767 75* $2,396
(AllianceBernstein L.P. and
Separately Managed
Accounts)
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
(a)(1) Portfolio manager(s) of the (a)(3) For each of the categories in column (a)(2), the number of
Adviser named in the Fund accounts and the total assets in the accounts with respect to which
prospectus the advisory fee is based on the performance of the account
-----------------------------------------------------------------------------
Registered Invest- Other Pooled Invest-
ment Companies ment Vehicles Other Accounts
-----------------------------------------------------------------------------
Number Total Number Total Number Total
of Assets of Assets of Assets
Accounts ($MM) Accounts ($MM) Accounts ($MM)
------------------------------------------------------------------------------------------------------------------
Catherine Wood $2,396 N/A N/A N/A N/A N/A
(AllianceBernstein L.P. and
Separately Managed
Accounts)
------------------------------------------------------------------------------------------------------------------
Note: $MM means millions
* includes wrap fee accounts at the sponsor level
For a description of any material conflicts, please see "Investment
professional conflict of interest" later in the SAI.
For compensation information, please see "AllianceBernstein's compensation
program" later in the SAI.
10
Ownership of Securities of AXA's insurance products for which the Fund serves
as an investment option (Retirement Investment Account, Members Retirement
Program and American Dental Association):
[Enlarge/Download Table]
$10,001- $50,001- $100,001- $500,001 - over
Portfolio Manager None $1-$10,000 $50,000 $100,000 $500,000 $1,000,000 $1,000,000
Catherine Wood X
The management of and investment decisions for the Fund's portfolio are made by
Ms. Catherine Wood. Ms. Wood relies heavily on the fundamental research efforts
of the firm's extensive internal research staff, including the Global Research
Department, Research for Strategic Change team and Research on Early Stage
Growth team.
Catherine Wood -- Senior Vice President, US Mid Cap Growth Team Leader and
Chief Investment Officer -- US Strategic Research
Ms. Wood is also the Chief Investment Officer of AllianceBernstein's Strategic
Research Product. Ms. Wood joined AllianceBernstein in 2001 from Tupelo Capital
Management, where she was a General Partner, co-managing global equity-oriented
portfolios. Prior to that, Ms. Wood worked for 18 years with Jennison
Associates as a Director and Portfolio Manager, Equity Research Analyst and
Chief Economist. As a portfolio manager with Jennison, she invested in both US
and international securities. Ms. Wood's experience in research ranges from
media, telecommunications and emerging technologies to business services,
consumer non-durables and basic industries. She started her career as an
assistant economist at Capital Research from 1977 to 1980. She received her
B.S., summa cum laude, from the University of Southern California. Location:
New York
John H. Fogarty -- Senior Vice President and Senior Portfolio Manager
Mr. Fogarty began his career at AllianceBernstein in 1988 performing
quantitative research while attending Columbia. He started full time with the
firm in 1992, joined the US Large Cap Growth Team as a generalist and
quantitative analyst in 1995, and became a US Large Cap Growth portfolio
manager in 1997. Mr. Fogarty re-joined the firm in 2006 after spending nearly 3
years as a hedge fund manager at Dialectic Capital and Vardon Partners,
respectively. Mr. Fogarty received his BA from Columbia University. CFA
Charterholder. Location: New York.
INVESTMENT PROFESSIONAL CONFLICT OF INTEREST DISCLOSURE
As an investment adviser and fiduciary, AllianceBernstein owes its clients and
shareholders an undivided duty of loyalty. We recognize that conflicts of
interest are inherent in our business and accordingly have developed policies
and procedures (including oversight monitoring) reasonably designed to detect,
manage and mitigate the effects of actual or potential conflicts of interest in
the area of employee personal trading, managing multiple accounts for multiple
clients, including AllianceBernstein Mutual Funds, and allocating investment
opportunities. Investment professionals, including portfolio managers and
research analysts, are subject to the above-mentioned policies and oversight
monitoring to ensure that all clients are treated equitably. We place the
interests of our clients first and expect all of our employees to meet their
fiduciary duties.
EMPLOYEE PERSONAL TRADING
AllianceBernstein has adopted a Code of Business Conduct and Ethics that is
designed to detect and prevent conflicts of interest when investment
professionals and other personnel of AllianceBernstein own, buy or sell
securities which may be owned by, or bought or sold for, clients. Personal
securities transactions by an employee may raise a potential conflict of
interest when an employee owns or trades in a security that is owned or
considered for purchase or sale by a client, or recommended for purchase or
sale by an employee to a client. Subject to the reporting requirements and
other limitations of its Code of Business Conduct and Ethics, AllianceBernstein
permits its employees to engage in personal securities transactions, and also
allows them to acquire investments in the AllianceBernstein Mutual Funds
through direct purchase, 401(k)/profit sharing plan investment and/or
notionally in connection with deferred incentive compensation awards.
AllianceBernstein's Code of Ethics and Business Conduct requires disclosure of
all personal accounts and maintenance of brokerage accounts with designated
broker-dealers approved by AllianceBernstein. The Code also requires
preclearance of all securities transactions and imposes a one-year holding
period for securities purchased by employees to discourage short-term trading.
MANAGING MULTIPLE ACCOUNTS FOR MULTIPLE CLIENTS
AllianceBernstein has compliance policies and oversight monitoring in place to
address conflicts of interest relating to the management of multiple accounts
for multiple clients. Conflicts of interest may arise when an investment
professional has responsibilities for the investments of more than one account
because the investment professional may be unable to devote equal time and
attention to each account. The investment professional or investment
professional teams for each client may have responsibilities for managing all
or a portion of the investments of multiple accounts with a common investment
strategy, including other registered investment companies, unregistered
investment vehicles, such as hedge funds, pension plans, separate accounts,
collective trusts and charitable foundations. Among other things,
AllianceBernstein's policies and procedures provide for the prompt
dissemination to investment professionals of initial or changed investment
recommendations by analysts so that investment professionals are better able to
develop investment strategies for all accounts they manage. In addition,
investment decisions by investment professionals are reviewed for the purpose
of maintaining uniformity among similar accounts and ensuring that accounts are
treated equitably. No investment professional that manages client accounts
carrying performance fees is compensated directly or specifically for the
performance of those accounts. Investment professional compensation reflects a
broad contribution in multiple dimensions to long-term investment success for
our clients and is not tied specifically to the performance of any particular
client's account, nor is it directly tied to the level or change in the level
of assets under management.
11
ALLOCATING INVESTMENT OPPORTUNITIES
AllianceBernstein has policies and procedures intended to address conflicts of
interest relating to the allocation of investment opportunities. These policies
and procedures are designed to ensure that information relevant to investment
decisions is disseminated promptly within its portfolio management teams and
investment opportunities are allocated equitably among different clients. The
investment professionals at AllianceBernstein routinely are required to select
and allocate investment opportunities among accounts. Portfolio holdings,
position sizes, and industry and sector exposures tend to be similar across
similar accounts, which minimizes the potential for conflicts of interest
relating to the allocation of investment opportunities. Nevertheless,
investment opportunities may be allocated differently among accounts due to the
particular characteristics of an account, such as size of the account, cash
position, tax status, risk tolerance and investment restrictions or for other
reasons.
AllianceBernstein's procedures are also designed to prevent potential conflicts
of interest that may arise when AllianceBernstein has a particular financial
incentive, such as a performance-based management fee, relating to an account.
An investment professional may perceive that he or she has an incentive to
devote more time to developing and analyzing investment strategies and
opportunities or allocating securities preferentially to accounts for which
AllianceBernstein could share in investment gains.
To address these conflicts of interest, AllianceBernstein's policies and
procedures require, among other things, the prompt dissemination to investment
professionals of any initial or changed investment recommendations by analysts;
the aggregation of orders to facilitate best execution for all accounts; price
averaging for all aggregated orders; objective allocation for limited
investment opportunities (e.g., on a rotational basis) to ensure fair and
equitable allocation among accounts; and limitations on short sales of
securities. These procedures also require documentation and review of
justifications for any decisions to make investments only for select accounts
or in a manner disproportionate to the size of the account.
PORTFOLIO MANAGER COMPENSATION
AllianceBernstein's compensation program for investment professionals is
designed to be competitive and effective in order to attract and retain the
highest caliber employees. The compensation program for investment
professionals is designed to reflect their ability to generate long-term
investment success for our clients, including shareholders of the
AllianceBernstein Mutual Funds. Investment professionals do not receive any
direct compensation based upon the investment returns of any individual client
account, nor is compensation tied directly to the level or change in the level
of assets under management. Investment professionals' annual compensation is
comprised of the following:
FIXED BASE SALARY
This is generally the smallest portion of compensation. The base salary is a
relatively low, fixed salary within a similar range for all investment
professionals. The base salary (is determined at the outset of employment based
on level of experience) does not change significantly from year to year, and
hence, is not particularly sensitive to performance.
DISCRETIONARY INCENTIVE COMPENSATION IN THE FORM OF AN ANNUAL CASH BONUS
AllianceBernstein's overall profitability determines the total amount of
incentive compensation available to investment professionals. This portion of
compensation is determined subjectively based on qualitative and quantitative
factors. In evaluating this component of an investment professional's
compensation, AllianceBernstein considers the contribution to his/her team or
discipline as it relates to that team's overall contribution to the long-term
investment success, business results and strategy of AllianceBernstein.
Quantitative factors considered include, among other things, relative
investment performance (e.g., by comparison to competitor or peer group funds
or similar styles of investments, and appropriate, broad-based or specific
market indices), and consistency of performance. There are no specific formulas
used to determine this part of an investment professional's compensation and
the compensation is not tied to any pre-determined or specified level of
performance. AllianceBernstein also considers qualitative factors such as the
complexity and risk of investment strategies involved in the style or type of
assets managed by the investment professional; success of marketing/business
development efforts and client servicing; seniority/length of service with the
firm; management and supervisory responsibilities; and fulfillment of
AllianceBernstein's leadership criteria.
DISCRETIONARY INCENTIVE COMPENSATION IN THE FORM OF AWARDS UNDER
ALLIANCEBERNSTEIN'S PARTNERS COMPENSATION PLAN ("DEFERRED AWARDS")
AllianceBernstein's overall profitability determines the total amount of
deferred awards available to investment professionals. The deferred awards are
allocated among investment professionals based on criteria similar to those
used to determine the annual cash bonus. There is no fixed formula for
determining these amounts. Deferred awards, for which there are various
investment options, vest over a four-year period and are generally forfeited if
the employee resigns or AllianceBernstein terminates his/her employment.
Investment options under the deferred awards plan include many of the same
AllianceBernstein Mutual Funds offered to mutual fund investors, thereby
creating a close alignment between the financial interests of the investment
professionals and those of AllianceBernstein's clients and mutual fund
shareholders with respect to the performance of those mutual funds.
AllianceBernstein also permits deferred award recipients to allocate up to 50%
of their award to investments in AllianceBernstein's publicly traded equity
securities.*
CONTRIBUTIONS UNDER ALLIANCEBERNSTEIN'S PROFIT SHARING/401(K) PLAN
The contributions are based on AllianceBernstein's overall profitability. The
amount and allocation of the contributions are determined at the sole
discretion of AllianceBernstein.
* Prior to 2002, investment professional compensation also included
discretionary long-term incentive in the form of restricted grants of
AllianceBernstein's Master Limited Partnership Units.
DISTRIBUTION OF THE CONTRACTS
Pursuant to a Distribution and Servicing Agreement between AXA Advisors, AXA
Equitable, and certain of AXA Equitable's separate
12
accounts, AXA Equitable paid AXA Advisors a fee of $325,380 for each of the
years 2006, 2005 and 2004. AXA Equitable paid AXA Advisors as the distributor
of certain contracts, including these contracts, and as the principal
underwriter of several AXA Equitable separate accounts $672,531,658 in 2006,
$588,734,659 in 2005 and $567,991,463 in 2004 . Of these amounts, AXA Advisors
retained $339,484,801, $293,075,553 and $289,050,171, respectively.
CUSTODIAN AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
JPMorgan Chase Bank, N.A. is the custodian for the shares of the Trusts owned
by Separate Account Nos. 3, 4, 10 and 13. There is no custodian for the shares
of the Trusts owned by Separate Account No. 66.
The financial statements of each Separate Account at December 31, 2006 and for
each of the two years in the period ended December 31, 2006, and the
consolidated financial statements of AXA Equitable at December 31, 2006 and
2005 and for each of the three years in the period ended December 31, 2006 are
included in this SAI in reliance on the reports of PricewaterhouseCoopers LLP,
an independent registered public accounting firm, given on the authority of
said firm as experts in auditing and accounting.
The consolidated financial statements of AXA Equitable at December 31, 2005 and
for each of the two years in the period ended December 31, 2005 are also
included in this SAI in reliance on the reports of KPMG LLP, an independent
registered public accounting firm, on (i) the consolidated financial statements
of AllianceBernstein L.P. as of December 31, 2005 and for each of the years in
the two-year period ended December 31, 2005, and the December 31, 2005
financial statement schedule, and (ii) the financial statements of
AllianceBernstein Holding L.P. (together "AllianceBernstein", formerly
"Alliance") as of December 31, 2005 and for each of the years in the two-year
period ended December 31, 2005. The reports are given on the authority of said
firms as experts in auditing and accounting.
KPMG LLP was AllianceBernstein's independent registered public accounting firm
as of December 31, 2005 and for each of the years in the two-year period ended
December 31, 2005. On March 8, 2006, KPMG LLP was terminated, and
PricewaterhouseCoopers LLP was appointed as AllianceBernstein's independent
registered public accounting firm, as disclosed on AXA Equitable's Report on
Form 8-K filed on March 13, 2006. AllianceBernstein Corporation, an indirect
wholly owned subsidiary of AXA Equitable, is the general partner of both
AllianceBernstein L.P. and AllianceBernstein Holding L.P.
PricewaterhouseCoopers LLP provides independent audit services and certain
other non-audit services to AXA Equitable as permitted by the applicable SEC
independence rules, and as disclosed in AXA Equitable's Form 10-K.
PricewaterhouseCoopers LLP's address is 300 Madison Avenue, New York, New York
10017.
13
AXA EQUITABLE
We are managed by a Board of Directors which is elected by our shareholder(s).
Our directors and certain of our executive officers and their principal
occupations are as follows. Unless otherwise indicated, the following persons
have been involved in the management of AXA Equitable and/or its affiliates in
various executive positions during the last five years.
DIRECTORS
[Enlarge/Download Table]
------------------------------------------------------------------------------------------------------------------------------------
Name and Principal Business Address Business Experience Within Past Five Years
------------------------------------------------------------------------------------------------------------------------------------
Henri de Castries Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since
AXA September 1993); Chairman of the Board of AXA Financial (since April 1998); Vice Chairman
25, Avenue Matignon (February 1996 to April 1998). Chairman of the Management Board (since May 2001) and Chief
75008 Paris, France Executive Officer of AXA (January 2000 to May 2002); Vice Chairman of AXA's Management Board
(January 2000 to May 2001). Director or officer of various subsidiaries and affiliates of
the AXA Group. Director of AllianceBernstein Corporation, the general partner of
AllianceBernstein Holding and AllianceBernstein. A former Director of Donaldson, Lufkin and
Jenrette ("DLJ") (July 1993 to November 2000).
------------------------------------------------------------------------------------------------------------------------------------
Denis Duverne Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since
AXA February 1998). Member of the AXA Management Board (since February 2003) and Chief Financial
25, Avenue Matignon Officer (since May 2003), prior thereto, Executive Vice President, Finance, Control and
75008 Paris, France Strategy, AXA (January 2000 to May 2003); prior thereto Senior Executive Vice President,
International (US-UK-Benelux) AXA (January 1997 to January 2000); Member of the AXA
Executive Committee (since January 2000); Director, AXA Financial (since November 2003),
AllianceBernstein (since February 1996) and various AXA affiliated companies. Former
Director of DLJ (February 1997 to November 2000).
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Mary (Nina) Henderson Director, MONY Life and MONY America (since July 2004); Founder of Henderson Advisory Consulting
Henderson Advisory Consulting (since January 2001); Retired Corporate Vice President, Core Business Development of
425 East 86th St. Bestfoods (June 1999 to December 2000). Prior thereto, President, Bestfoods Grocery
New York, NY 10028 (formerly CPC International, Inc.) and Vice President, Bestfoods (1997 to 2000). Director,
Del Monte Foods Co., PACTIV Corporation and Dutch Shell plc; Former Director, Hunt
Corporation (1992 to 2002); Director, AXA Financial and AXA Equitable (since December 1996).
------------------------------------------------------------------------------------------------------------------------------------
James F. Higgins Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since December
Morgan Stanley 2002). Senior Advisor, Morgan Stanley (since June 2000); Director/Trustee, Morgan Stanley
Harborside Financial Center Funds (since June 2000); Director, AXA Financial (since December 2002); President and Chief
Plaza Two, Second Floor Operating Officer -- Individual Investor Group, Morgan Stanley Dean Witter (June 1997 to
Jersey City, NJ 07311 June 2000); President and Chief Operating Officer -- Dean Witter Securities, Dean Witter
Discover & Co. (1993 to May 1997); Director and Chairman of the Executive Committee,
Georgetown University Board of Regents; Director, The American Ireland Fund; Member; and a
member of The American Association of Sovereign Military Order of Malta.
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Scott D. Miller Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since September
Six Sigma Academy 2002). Chief Executive Officer, (since February 2005) of Six Sigma Academy. Prior thereto,
315 East Hopkins Street President (May 2004 to February 2005). Prior thereto, Vice Chairman (March 2003 to May
Aspen, CO 81611 2004), Hyatt Hotels Corporation; President (January 2000 to March 2003); Director, AXA
Financial (since September 2002); NAVTEQ (since May 2004); Director, Interval International
(January 1998 to June 2003); Executive Vice President, Hyatt Development Corporation (1997
to 2000); Director, Schindler Holdings, Ltd. (January 2002 to 2006).
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Joseph H. Moglia Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since November
Ameritrade Holding Corporation 2002). Chief Executive Officer, Ameritrade Holding Corporation (since March 2001); Director,
4211 South 102nd Street AXA Financial (since November 2002); Senior Vice President, Merrill Lynch & Co., Inc. (1984
Omaha, NE 68127 to March 2001).
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Peter J. Tobin Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since March 1999);
1 Briarwood Lane Special Assistant to the President, St. John's University (September 2003 to June 2005);
Denville, NJ 07834 prior thereto, Dean, Peter J. Tobin College of Business, St. John's University (August 1998
to September 2003). Director, AllianceBernstein Corporation (since May 2000); The CIT Group,
Inc. (May 1984 to June 2001, June 2002 to present), H. W. Wilson Company and Junior
Achievement of New York, Inc. and Member and Officer of Rock Valley Tool, LLC. Director of
AXA Financial (since March 1999) and Director, P.A. Consulting (since 1999).
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14
DIRECTORS (CONTINUED)
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Name and Principal Business Address Business Experience Within Past Five Years
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Bruce W. Calvert Director, MONY Life and MONY America (since July 2004); Director of AXA Equitable (since May 2001);
78 Pine Street, 2nd Floor Currently, Executive Advisor to the Chief Executive Officer of
New Canaan, CT 06840 AllianceBernstein Corporation; Director (October 1992 to December 2004), Chairman of the
Board (May 2001 to December 2004) and Chief Executive Officer (January 1999 to June 2003),
AllianceBernstein Corporation; Vice Chairman (May 1993 to April 2001) and Chief Investment
Officer (May 1993 to January 1999), AllianceBernstein Corporation; Director, AXA Financial
(since May 2001); Former Vice Chairman of the Board of Trustees of Colgate University; Former
Trustee of the Mike Wolk Heart Foundation; Member of the Investment Committee of The New York
Community Trust.
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Charlynn Goins Director of AXA Financial, Inc., AXA Equitable, MONY Life and MONY America (since
New York City Health and Hospitals September 2006). Chairperson of New York City Health and Hospitals Corporation (since June
Corporation 2004). Prior thereto, Independent Trustee of the Mainstay Funds, c/o New York Life Insurance
125 Worth Street, Suite 519 Company's family of mutual funds (March 2001 to July 2006). Member of the Distribution
New York, NY 10013 Committee of The New York Community Trust (since 2002); Member of the Board of Trustees of
the Brooklyn Museum (since 2002); Member of the Council on Foreign Relations (since 1991).
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Anthony J. Hamilton Director of AXA Financial, Inc. (since December 1995). Director of AXA Equitable,
AXA UK plc MONY Life and MONY America (since May 2006). Chairman of AXA UK plc (since 1997). Prior
5 Old Broad Street thereto, Chief Executive Officer (1978 to October 2002) and Director (April 1978 to January
London, England EC2N 1AD 2005) of Fox-Pitt, Kelton Group Limited. Currently, Chairman of the Investment Committee and
Chairman of the Remuneration and Nomination Committee of AXA UK plc; Member of the
Supervisory Board of AXA (since 1997); Director of Swiss Re Capital Markets Limited (since
2001); Director of Binley Limited (since 1994); Director of TAWA UK Limited since (2004);
Member of the Board of Governors of Club de Golf Valderrama (since June 2006).
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Lorie A. Slutsky Director of AXA Financial, Inc., AXA Equitable, MONY Life and MONY America (since
The New York Community Trust September 2006). President of The New York Community Trust (since 1990). Prior thereto,
909 Third Avenue Executive Vice President of The New York Community Trust (1987 to 1990). Director of
New York, NY 10022 AllianceBernstein Corporation (since July 2002); Director (since 1997) and Chairman of the
Board (since April 2004) of BoardSource; Co-Chairperson of Panel on the Nonprofit Sector
(since May 2005); Trustee of The New School University (since 1999); Chairman of the Board of
Governors of the Milano School of Management & Urban Policy (The New School) (since September
2003).
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Ezra Suleiman Director of AXA Financial, Inc., AXA Equitable, MONY Life and MONY America (since
Princeton University May 2006). Concurrently: Professor of Politics, IBM Professor of International Studies -
Corwin Hall Director, Program in European Studies (since September 1979) and Professor of Politics (since
Princeton, NJ 08544 September 1979) of Princeton University. Member of AXA's Supervisory Board (since April
2003); Currently, Member of AXA's Selection, Governance and Human Resources Committee and
Audit Committee; Associate Professor of Institut d'Etudes Politiques (Paris); Member of the
Management Committee of Institut Montaigne; Member of the Executive Committee of Centre
Americain Institut, Institut d'Etudes Politiques (Paris); Member of the Editorial Board of
Comparative Politics; Member of the Editorial Committee of La Revue des Deux Mondes; Member
of the Council on Foreign Relations (New York), HEC International Advisory.
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15
OFFICERS -- DIRECTORS
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Name and Principal Business Address Business Experience Within Past Five Years
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Christopher M. Condron Director, Chairman of the Board, President (July 2004 to September 2005, February
2006 to present) and Chief Executive Officer, MONY Life and MONY America (since July 2004);
Chairman of the Board, President (July 2004 to September 2005) and Chief Executive Officer,
MONY Holdings, LLC (since July 2004); Director, Chairman of the Board, President (May 2002 to
September 2005, February 2006 to present) and Chief Executive Officer, AXA Equitable (since
May 2001); Director, President and Chief Executive Officer, AXA Financial (since May 2001);
Chairman of the Board, President (May 2001 to September 2005, February 2006 to present) and
Chief Executive Officer (AXA Financial Services, LLC (since May 2001); Member of AXA's
Management Board (since May 2001); Member of AXA's Executive Committee; Director (since May
2004) and President (since September 2005), AXA America Holdings, Inc.; Director,
AllianceBernstein Corporation (since May 2001); Director, Chairman of the Board, President
(June 2001 to September 2005, January 2006 to present) and Chief Executive Officer, AXA Life
and Annuity Company (since June 2001); Director and Chairman, U.S. Financial Life Insurance
Company (since December 2006); Member of the Board, American Council of Life Insurers (since
January 2007); Director, KBW, Inc. (since January 2007); Director, The Advest Group, Inc.
(July 2004 to December 2005); Director and Treasurer, The American Ireland Fund (since 1999);
Board of Trustees of The University of Scranton (1995 to 2002); Former Member of the
Investment Company Institute's Board of Governors (October 2001 to 2005); prior thereto,
October 1997 to October 2000) and Executive Committee (1998 to 2000); Former Trustee of The
University of Pittsburgh; Former Director, St. Sebastian Country Day School (1990 to June
2005); Former Director, the Massachusetts Bankers Association; President and Chief Operating
Officer, Mellon Financial Corporation (1999 to 2001); Chairman and Chief Executive Officer,
Dreyfus Corporation (1995 to 2001).
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OTHER OFFICERS
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Name and Principal Business Address Business Experience Within the Past Five Years
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Leon B. Billis Executive Vice President and AXA Group Deputy Chief Information Officer, MONY Life
and MONY America (since July 2004); Executive Vice President (since February 1998) and AXA
Group Deputy Chief Information Officer (since February 2001); AXA Equitable and AXA Financial
Services, LLC (since September 1999). Director, President and Chief Executive Officer, AXA
Technology Services (since 2002); prior thereto, Chief Information Officer (November 1994 to
February 2001). Previously held other officerships with AXA Equitable.
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Jennifer Blevins Executive Vice President, MONY Life and MONY America (since July 2004); Executive
Vice President (since January 2002), AXA Equitable; Executive Vice President (since January
2002), AXA Financial Services, LLC; Director, MONY Assets Corp. (since June 2006); Director,
MONY Benefits Management Corp. (since July 2004); prior thereto, Senior Vice President and
Managing Director, Worldwide Human Resources, Chubb and Son, Inc. (1999 to 2001); Senior Vice
President and Deputy Director of Worldwide Human Resources, Chubb and Son, Inc. (1998 to
1999).
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Harvey Blitz Senior Vice President (since July 2004) MONY Life and MONY America; Senior Vice
President (September 1987 to present) AXA Equitable; Senior Vice President (since July 1992)
AXA Financial, Inc.; Senior Vice President (since September 1999) AXA Financial Services,
LLC; Senior Vice President, AXA America Holdings, Inc. (since September 2005); Senior Vice
President (since December 1999) AXA Life and Annuity Company; Director (since January 2006)
and Chairman of the Board (June 2003 to March 2005) Frontier Trust Company, FSB ("Frontier");
Director (since July 1999) AXA Advisors LLC; Senior Vice President (since July 1999) and
former Director (July 1999 until July 2004) AXA Network, LLC (formerly EquiSource); Director
and Officer of various AXA Equitable affiliates.
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16
OTHER OFFICERS (CONTINUED)
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Name and Principal Business Address Business Experience Within the Past Five Years
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Kevin R. Byrne Senior Vice President and Treasurer (July 2004 to present), and Chief Investment
Officer (September 2004 to present), MONY Financial Services, Inc., MONY Holdings, LLC., MONY
Life Insurance Company and MONY Life Insurance Company of America. Senior Vice President
(July 1997 to present), Treasurer (September 1993 to present) and Chief Investment Officer
(September 2004 to present), and prior thereto, Vice President (February 1989 to July 1997),
Deputy Treasurer (until September 1993), AXA Equitable. Senior Vice President (September 1997
to present), Treasurer (September 1993 to present) and Chief Investment Officer (September
2004 to present), and prior thereto, Vice President (May 1992 to September 1997) and
Assistant Treasurer (May 1992 to September 1993), AXA Financial, Inc. Senior Vice President
and Treasurer (since September 1999) and Chief Investment Officer (since September 2004), AXA
Financial Services, LLC. Senior Vice President (since September 2005), AXA America Holdings,
Inc. Director (July 2004 to December 2005), The Advest Group, Inc. and Boston Advisors, Inc.
Director, Chairman of the Board and President (July 2004 to December 2005), MONY Capital
Management, Inc. Director, Senior Vice President and Treasurer (since July 2004), MONY
Benefits Management Corp. Director and Chairman of the Board (July 2004 to May 2005), Matrix
Private Equities, Inc. and Matrix Capital Markets Group, Inc. Director, Treasurer (since July
2004), and Senior Vice President (since December 2006); 1740 Advisers, Inc. Director,
Executive Vice President and Treasurer (since July 2004), MONY Asset Management, Inc.;
Director (since July 2004) and Chief Financial Officer (since April 2006), MONY Agricultural
Investment Advisers, Inc. President and Treasurer (since October 2004), MONY International
Holdings, LLC. Director, President and Treasurer (since November 2004), MONY Life Insurance
Company of the Americas, Ltd. and MONY Bank & Trust Company of the Americas, Ltd. Director
and Deputy Treasurer (since December 2001), AXA Technology Services. Senior Vice President,
Chief Investment Officer (since September 2004) and Treasurer (since December 1997), AXA Life
& Annuity Company. Treasurer, Frontier Trust Company, FSB (since June 2000); and AXA Network,
LLC (since December 1999). Director (since July 1998), Chairman (since August 2000), and
Chief Executive Officer (since September 1997), Equitable Casualty Insurance Company. Senior
Vice President and Treasurer, AXA Distribution Holding Corporation (since November 1999); and
AXA Advisors, LLC (since December 2001). Director, Chairman, President and Chief Executive
Officer (August 1997 to June 2002), Equitable JV Holding Corporation. Director (since July
1997), and Senior Vice President and Chief Financial Officer (since April 1998), ACMC, Inc.
Director, President and Chief Executive Officer (since December 2003), AXA Financial
(Bermuda) Ltd. Director (since January 2005), Senior Vice President and Chief Investment
Officer (since February 2005), U.S. Financial Life Insurance Company; Treasurer (November
2000 to December 2003), Paramount Planners, LLC. Vice President and Treasurer (March 1997 to
December 2002) EQ Advisors Trust. Director (July 1997 to May 2001) and President and CEO
(August 1997 to May 2001), EQ Services, Inc. Director, AXA Alternative Advisors, Inc.
(formerly AXA Global Structured Products); Director, Executive Vice President and Treasurer
(July 2004 to February 2005), MONY Realty Capital, Inc. and MONY Realty Partners, Inc.
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17
OTHER OFFICERS (CONTINUED)
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Name and Principal Business Address Business Experience Within the Past Five Years
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Richard Dziadzio Executive Vice President (since September 2004) and Chief Financial Officer (since
December 2006), AXA Equitable, prior thereto, Executive Vice President and Deputy Chief
Financial Officer (September 2005 to December 2006); Executive Vice President (since July
2004) and Chief Financial Officer (since December 2006), MONY Life and MONY America, prior
thereto, Executive Vice President and Deputy Chief Financial Officer (September 2005 to
December 2006); Executive Vice President (since September 2005) and Chief Financial Officer
(since December 2006), AXA Financial, prior thereto, Executive Vice President and Deputy
Chief Financial Officer (September 2005 to December 2006); Director (since January 2007),
Executive Vice President (since September 2004) and Chief Financial Officer (since December
2006), AXA Financial Services, LLC; Director (since July 2004), AXA Advisors, LLC; Director
and Executive Vice President (since December 2006), AXA America Holdings, Inc.; Executive
Vice President and Chief Financial Officer (since December 2006), AXA Life and Annuity
Company; Executive Vice President and Chief Financial Officer (since December 2006), AXA
Distribution Holding Corporation; Director (since July 2004), MONY Capital Management, Inc.
and MONY Agricultural Investment Advisers, Inc.; Director, Executive Vice President and Chief
Financial Officer (since December 2006), MONY Financial Services, Inc.; Executive Vice
President and Chief Financial Officer (since December 2006), MONY Holdings, LLC; Director
(since July 2004), 1740 Advisers, Inc. and MONY Asset Management, Inc.; Director (since
November 2004), Frontier Trust Company, FSB; Director (since January 2005), MONY Financial
Resources of the Americas Limited. Formerly, Director (July 2004 to December 2005), The
Advest Group, Inc.; Director (July 2004 to February 2005), MONY Realty Capital, Inc. and MONY
Realty Partners, Inc.; Director (July 2004 to May 2005), Matrix Capital Markets Group, Inc.
and Matrix Private Equities, Inc. Business Support and Development (February 2001 to June
2004), GIE AXA; Head of Finance Administration (November 1998 to February 2001), AXA Real
Estate Investment Managers.
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Mary Beth Farrell Executive Vice President, MONY Life and MONY America (since July 2004);
Executive Vice President (since December 2001), AXA Equitable; prior thereto, Senior Vice
President (December 1999 to December 2001); Senior Vice President and Controller, GreenPoint
Financial/GreenPoint Bank (May 1994 to November 1999); Executive Vice President (since
December 2001), AXA Financial Services, LLC.
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Stuart L. Faust Senior Vice President and Deputy General Counsel, MONY Life and MONY America (since
July 2004); Senior Vice President and Deputy General Counsel, MONY Holdings, LLC and MONY
Financial Services, Inc. (since July 2004); Senior Vice President (since September 1997) and
Deputy General Counsel (since November 1999), AXA Equitable; prior thereto, Senior Vice
President and Associate General Counsel (September 1997 to October 1999); Senior Vice
President and Deputy General Counsel (September 2001 to present), AXA Financial; Senior Vice
President (since September 1999) and Deputy General Counsel (since November 1999), AXA
Financial Services, LLC. Senior Vice President and Deputy General Counsel, AXA Life and
Annuity Company. Senior Vice President, AXA Corporate Solutions Life Reinsurance Company.
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Alvin H. Fenichel Senior Vice President and Controller, MONY Life and MONY America (since July
2004); Senior Vice President and Controller, AXA Equitable, AXA Financial, AXA Financial
Services, LLC, MONY Holdings, LLC and MONY Financial Services, Inc. Senior Vice President and
Controller, AXA Life and Annuity Company (since December 1999). Previously held other
officerships with AXA Equitable and its affiliates.
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Paul J. Flora Senior Vice President and Auditor (since July 2004) of MONY Financial Services,
Inc., MONY Holdings, LLC, MONY Life and MONY America. Senior Vice President (since March
1996) and Auditor (since September 1994) AXA Equitable. Senior Vice President (since March
1996) and Auditor (since September 1994), AXA Financial, Inc.; prior thereto, Vice President
and Auditor (September 1984 to March 1996). Senior Vice President and Auditor (since
September 1999) AXA Financial Services, LLC.
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Barbara Goodstein Executive Vice President (since July 2005), MONY Life, MONY America and AXA
Financial Services, LLC. Executive Vice President (since July 2005), AXA Equitable. Director
(since November 2005), AXA Advisors, LLC. Senior Vice President (September 2001 to January
2005), JP Morgan Chase; President and Chief Executive Officer (February 1998 to August 2001),
Instinet.com.
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18
OTHER OFFICERS (CONTINUED)
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Name and Principal Business Address Business Experience Within the Past Five Years
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James D. Goodwin Senior Vice President (July 2004 to present) of MONY Life and MONY America. Senior
Vice President (February 2001 to present) AXA Equitable. Senior Vice President (February 2001
to present) of AXA Financial Services, LLC; Senior Vice President (April 2002 to present) of
AXA Advisors, LLC; Vice President (July 2000 to present) of AXA Network, LLC, AXA Network of
Alabama, LLC, AXA Network of Connecticut, Maine and New York, LLC and AXA Network Insurance
Agency of Massachusetts, LLC; Vice President (July 2004 to present) of MONY Brokerage, Inc.,
MBI Insurance Agency of Alabama, Inc., MBI Insurance Agency of Massachusetts, Inc., MBI
Insurance Agency of New Mexico, Inc., MBI Insurance Agency of Ohio, Inc. and MBI Insurance
Agency of Washington, Inc.
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Jeffrey Green Senior Vice President (since July 2004) of MONY Life and MONY America. Senior Vice
President (September 2002 to present) AXA Equitable. Senior Vice President (since September
2002) of AXA Financial Services, LLC; Director, President and Chief Operating Officer (since
November 2002) AXA Network, LLC; Senior Vice President (since October 2002) AXA Advisors,
LLC. Director, President and Chief Operating Officer (since July 2004), MONY Brokerage, Inc.
and its subsidiaries. Senior Vice President, Product Manager of Solomon Smith Barney (1996 to
September 2002).
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Karen Field Hazin Vice President, Secretary and Associate General Counsel (since June 2005), MONY
Life, MONY America and AXA Financial Services, LLC. Vice President, Secretary and Associate
General Counsel (since June 2005), AXA Equitable; prior thereto, Counsel (April 2005 to June
2005), Assistant Vice President and Counsel (December 2001 to June 2003), Counsel (December
1996 to December 2001). Vice President, Secretary and Associate General Counsel (since June
2005), AXA Financial, Inc. Vice President and Secretary (since September 2005), AXA America
Holdings, Inc. Vice President, Secretary and Associate General Counsel (since June 2005), AXA
Life and Annuity Company. Vice President, Secretary and Associate General Counsel (since June
2005), AXA Distribution Holding Corporation. Vice President, Secretary and Associate General
Counsel (since June 2005), MONY Holdings, LLC.
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Gary W. Hirschkron Senior Vice President, MONY Life and MONY America (since July 2004); Senior
Vice President, AXA Equitable (since September 2002), Senior Vice President, AXA Financial
Services, LLC (since September 2002); prior thereto, Managing Director, Management
Compensation Group Northwest, LLC (1983 to September 2002).
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Robert S. Jones, Jr. Executive Vice President, MONY Life and MONY America (since July 2004);
Executive Vice President, AXA Equitable (since February 2004); Executive Vice President, AXA
Financial Services, LLC (since February 2004); Director (since December 2003) and Chairman of
the Board (since July 2004) prior thereto Co-President and Co-Chief Executive Officer
(December 2003 to July 2004), AXA Advisors, LLC; Director and Chairman of the Board (since
July 2004); prior thereto, President -- Retail Division (December 2003 to July 2004), AXA
Network, LLC. Director and Chairman of the Board (since July 2004), MONY Brokerage, Inc. and
its subsidiaries. Director (since September 2004), U.S. Financial Life Insurance Company.
Regional President of the New York Metro Region (March 2000 to January 2001), Co-General
Manager of the Jones/Sages Agency (January 1995 to March 2000).
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Andrew McMahon Executive Vice President (since September 2005), MONY Life, MONY America and AXA
Financial Services, LLC; prior thereto, Senior Vice President (March 2005 to September 2005).
Executive Vice President (since September 2005), AXA Equitable; prior thereto, Senior Vice
President (March 2005 to September 2005). Director and Vice Chairman of the Board (since
December 2005), AXA Network, LLC, AXA Network of Connecticut, Maine and New York, LLC, AXA
Network Insurance Agency of Massachusetts, LLC. Director and Vice Chairman of the Board
(since January 2006), MONY Brokerage, Inc and its subsidiaries. Partner (June 1997 to March
2005), McKinsey & Company.
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19
OTHER OFFICERS (CONTINUED)
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Name and Principal Business Address Business Experience Within the Past Five Years
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Charles A. Marino Executive Vice President (since September 2006) and Chief Actuary (since September
2005), AXA Equitable, prior thereto, Senior Vice President (September 2000 to September
2006), Actuary (May 1998 to September 2005), Vice President (May 1998 to September 2000),
Assistant Vice President (October 1991 to May 1998); Executive Vice President (since
September 2006) and Chief Actuary (since September 2005), MONY Life and MONY America, prior
thereto, Senior Vice President (July 2004 to September 2006); Executive Vice President (since
September 2006) and Chief Actuary (since September 2005), AXA Financial Services, LLC, prior
thereto, Senior Vice President (September 2000 to September 2006), Actuary (September 1999 to
September 2005). Director and Vice President (since December 2003), AXA Financial (Bermuda)
Ltd. Senior Vice President and Appointed Actuary, AXA Life and Annuity Company. Senior Vice
President (since December 2004) and Chief Actuary (since August 2006), U.S. Financial Life
Insurance Company, prior thereto, Appointed Actuary (December 2004 to August 2006). Senior
Vice President and Actuary, AXA Corporate Solutions Life Reinsurance Company.
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Kevin E. Murray Executive Vice President and Chief Information Officer (February 2005 to present)
of MONY Life and MONY America. Executive Vice President and Chief Information Officer
(February 2005 to present); prior thereto, Senior Vice President (September 2004 to February
2005) AXA Equitable. Senior Vice President (February 2005 to present) of AXA Financial
Services, LLC. Senior Vice President / Group Chief Information Officer (1996 to September
2004) of AIG.
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Anthony F. Recine Senior Vice President, Chief Compliance Officer and Associate General Counsel
(February 2005 to present) of MONY Life and MONY America. Senior Vice President, Chief
Compliance Officer and Associate General Counsel (February 2005 to present) AXA Equitable.
Senior Vice President, Chief Compliance Officer and Associate General Counsel (February 2005
to present) of AXA Financial Services, LLC. Vice President, Deputy General and Chief
Litigation Counsel (2000 to February 2005) of The MONY Group; prior thereto, Vice President
and Chief Litigation Counsel (1990 to 2000).
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James A. Shepherdson Executive Vice President (since September 2005), MONY Life, MONY America and
AXA Financial Services, LLC. Executive Vice President (since September 2005), AXA Equitable.
Director (since August 2005), AXA Advisors, LLC. Director, Chairman of the Board, President
and Chief Executive Officer (since August 2005), AXA Distributors, LLC, AXA Distributors
Insurance Agency, LLC, AXA Distributors Insurance Agency of Alabama, LLC, AXA Distributors
Insurance Agency of Massachusetts, LLC. Chief Executive Officer (February 2003 to August
2005), John Hancock Financial Services / John Hancock Funds. Co-Chief Executive Officer
(March 2000 to June 2002), Met Life Investors Group.
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Richard V. Silver Executive Vice President and General Counsel, MONY Life and MONY America (since
July 2004); Executive Vice President and General Counsel, MONY Holdings, LLC (since July
2004); Executive Vice President (since September 2001) and General Counsel (since November
1999), AXA Equitable. Prior thereto, Senior Vice President (February 1995 to September 2001),
Deputy General Counsel (October 1996 to November 1999). Executive Vice President and General
Counsel (since September 2001), AXA Financial; prior thereto, Senior Vice President and
Deputy General Counsel (October 1996 to September 2001). Executive Vice President (since
September 2001) and General Counsel (since November 1999), AXA Financial Services, LLC.
Executive Vice President (since September 2001) and General Counsel (since December 1999),
AXA Life and Annuity Company. Director, Executive Vice President and General Counsel (since
July 2004), MONY Financial Services, Inc. Director (since January 2007), AXA Distribution
Holding Corporation. Previously, Director of AXA Advisors, LLC.
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20
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Retirement Investment Account(R)
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SEPARATE ACCOUNT UNITS OF INTEREST
UNDER GROUP ANNUITY CONTRACTS
FUNDS
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Pooled Separate Accounts Separate Account No. 66
o AllianceBernstein Balanced, Separate Account No. 10 -- Pooled o Multimanager High Yield*
o AllianceBernstein Bond, Separate Account No. 13 -- Pooled o Multimanager Technology*
o AllianceBernstein Common Stock, Separate Account No. 4 -- o EQ/AllianceBernstein Growth and Income++
Pooled o EQ/AllianceBernstein Intermediate Government Securities
o AllianceBernstein Mid Cap Growth, Separate Account No. 3 -- o EQ/AllianceBernstein International
Pooled o EQ/AllianceBernstein Large Cap Growth
o EQ/AllianceBernstein Quality Bond
o EQ/AllianceBernstein Small Cap Growth
o EQ/AllianceBernstein Value
o EQ/Calvert Socially Responsible
o EQ/Capital Guardian Growth
o EQ/Capital Guardian International+
o EQ/Capital Guardian Research
o EQ/Capital Guardian U.S. Equity++
o EQ/Equity 500 Index
o EQ/Evergreen Omega
o EQ/FI Mid Cap
o EQ/FI Mid Cap Value+
o EQ/Janus Large Cap Growth++
o EQ/JPMorgan Value Opportunities
o EQ/Marsico Focus
o EQ/BlackRock Basic Value Equity*
o EQ/BlackRock International Value*
o EQ/MFS Emerging Growth Companies+
o EQ/MFS Investors Trust+
o EQ/Money Market
o EQ/Small Cap Value+
o EQ/Van Kampen Emerging Markets Equity
* This is the investment option's new name effective on or about May 29, 2007,
subject to regulatory approval. Please see "Portfolios of the Trusts" in "RIA
features and benefits" in the Prospectus dated May 1, 2007 for the investment
option's former name.
+ This investment option's name, investment objective and sub-adviser will
change on or about May 29, 2007, subject to regulatory approval. See the
supplement included with the Prospectus dated May 1, 2007 for more
information.
++ Please see the supplement included with the Prospectus dated May 1, 2007
regarding the planned merger of this Portfolio.
[Enlarge/Download Table]
OF
AXA EQUITABLE LIFE INSURANCE COMPANY
By phone: By regular mail (correspondence By registered, certified, or overnight
and contribution checks): delivery (contribution checks only):
1-800-967-4560 AXA Equitable AXA Equitable
(service consultants are available weekdays P.O. Box 8095 30 Dan Road
9 a.m. to 5 p.m. Eastern time) Boston, MA 02266-8095 Canton, MA 02021
21
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Financial statements index
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Page
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Separate Account Nos. 13 (Pooled), Report of Independent Registered Public Accounting Firm ............................... FSA-1
10 (Pooled), 4 (Pooled), 3 (Pooled)
and 66
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Separate Account No. 13 (Pooled) Statement of Assets and Liabilities, December 31, 2006 ................................ 2
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Statement of Operations for the Year Ended December 31, 2006 .......................... 3
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Statements of Changes in Net Assets for the Years
Ended December 31, 2006 and 2005 ...................................................... 4
-----------------------------------------------------------------------------------------------
Portfolio of Investments, December 31, 2006 ........................................... 5
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Separate Account No. 10 (Pooled) Statement of Assets and Liabilities, December 31, 2006 ................................ 9
-----------------------------------------------------------------------------------------------
Statement of Operations for the Year Ended December 31, 2006 .......................... 10
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Statements of Changes in Net Assets for the Years
Ended December 31, 2006 and 2005 ...................................................... 11
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Portfolio of Investments, December 31, 2006 ........................................... 12
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Separate Account No. 4 (Pooled) Statement of Assets and Liabilities, December 31, 2006 ................................ 20
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Statement of Operations for the Year Ended December 31, 2006 .......................... 21
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Statements of Changes in Net Assets for the Years
Ended December 31, 2006 and 2005 ...................................................... 22
-----------------------------------------------------------------------------------------------
Portfolio of Investments, December 31, 2006 ........................................... 23
------------------------------------------------------------------------------------------------------------------------------------
Separate Account No. 3 (Pooled) Statement of Assets and Liabilities, December 31, 2006 ................................ 25
-----------------------------------------------------------------------------------------------
Statements of Operations for the Year Ended December 31, 2006 ......................... 26
-----------------------------------------------------------------------------------------------
Statements of Changes in Net Assets for the Years
Ended December 31, 2006 and 2005 ...................................................... 27
-----------------------------------------------------------------------------------------------
Portfolio of Investments, December 31, 2006 ........................................... 28
------------------------------------------------------------------------------------------------------------------------------------
Separate Account No. 66 Statements of Assets and Liabilities, December 31, 2006 ............................... 30
-----------------------------------------------------------------------------------------------
Statements of Operations for the Year Ended December 31, 2006 ......................... 38
-----------------------------------------------------------------------------------------------
Statements of Changes in Net Assets for the Years
Ended December 31, 2006 and 2005 ...................................................... 46
------------------------------------------------------------------------------------------------------------------------------------
Separate Account Nos. 13 (Pooled), Notes to Financial Statements ......................................................... 56
10 (Pooled), 4 (Pooled), 3 (Pooled)
and 66
------------------------------------------------------------------------------------------------------------------------------------
AXA Equitable Life Reports of Independent Registered Public Accounting Firms -- .......................... F-1
Insurance Company -----------------------------------------------------------------------------------------------
Consolidated Balance Sheets as of December 31, 2006 and 2005 .......................... F-4
-----------------------------------------------------------------------------------------------
Consolidated Statements of Earnings for the Years
Ended December 31, 2006, 2005 and 2004 ................................................ F-5
-----------------------------------------------------------------------------------------------
Consolidated Statements of Shareholder's Equity for the Years
Ended December 31, 2006, 2005 and 2004 ................................................ F-6
-----------------------------------------------------------------------------------------------
Consolidated Statements of Cash Flows for the Years
Ended December 31, 2006, 2005 and 2004 ................................................ F-7
-----------------------------------------------------------------------------------------------
Notes to Consolidated Financial Statements ............................................ F-9
------------------------------------------------------------------------------------------------------------------------------------
The financial statements of the Funds reflect fees, charges and other expenses of the
Separate Accounts applicable to contracts under RIA as in effect during the periods
covered, as well as the expense charges made in accordance with the terms of all
other contracts participating in the respective Funds.
------------------------------------------------------------------------------------------------------------------------------------
22
--------------------------------------------------------------------------------
Report of Independent Registered Public Accounting Firm
To the Board of Directors of AXA Equitable Life
Insurance Company and the Contractowners
of Separate Account Nos. 13, 10, 4, 3 and 66
of AXA Equitable Life Insurance Company:
In our opinion, the accompanying statements of assets and liabilities,
including the portfolios of investments, and the related statements of
operations and of changes in net assets present fairly, in all material
respects, the financial position of each of Separate Account Nos. 13 (Pooled),
10 (Pooled), 4 (Pooled), 3 (Pooled), and 66 of AXA Equitable Life Insurance
Company ("AXA Equitable") at December 31, 2006, the results of each of their
operations for the year then ended and the changes in each of their net assets
for each of the two years in the period then ended, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of AXA Equitable's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits, which included confirmation of securities at December 31, 2006 by
correspondence with the custodian, brokers, and the transfer agent of the
trust, provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
New York, New York
April 20, 2007
FSA-1
--------------------------------------------------------------------------------
Separate Account No. 13 (Pooled)
of AXA Equitable Life Insurance Company
Statement of Assets and Liabilities
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Assets:
Investments (Notes 2 and 3):
Long-term debt securities - at value (amortized cost: $17,948,107)....... $17,847,582
Short-term debt securities - at value (amortized cost: $168,112) ........ 168,112
Due from AXA Equitable's General Account ................................. 301,878
Receivable for investment securities sold ................................ 227,814
Interest and other receivables ........................................... 183,687
-------------------------------------------------------------------------- -----------
Total assets ............................................................. 18,729,073
-------------------------------------------------------------------------- -----------
Liabilities:
Due to Custodian ......................................................... 37,760
Payable for investment securities purchased .............................. 630,465
Accrued expenses ......................................................... 49,464
-------------------------------------------------------------------------- -----------
Total liabilities ........................................................ 717,689
-------------------------------------------------------------------------- -----------
Net Assets Attributable to Contractowners or in Accumulation ............. $18,011,384
========================================================================== ===========
[Download Table]
Units Outstanding Unit Values
------------------- --------------
Institutional ............. 2,000 $ 8,849.00
Momentum Strategy ......... 1,972 138.91
RIA ....................... 453 83.08
The accompanying notes are an integral part of these financial statements.
FSA-2
--------------------------------------------------------------------------------
Separate Account No. 13 (Pooled)
of AXA Equitable Life Insurance Company
Statement of Operations
Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Download Table]
Investment Income (Note 2): -- Interest ............................... $1,146,219
----------------------------------------------------------------------- ----------
Expenses (Note 5):
Operating and expense charges ......................................... (70,925)
----------------------------------------------------------------------- ----------
Total expenses ........................................................ (70,925)
----------------------------------------------------------------------- ----------
Net investment income ................................................. 1,075,294
----------------------------------------------------------------------- ----------
Realized and Unrealized Gain (Loss) on Investments (Note 2):
Realized loss from security transactions .............................. (75,010)
Change in unrealized appreciation/depreciation of investments ......... 41,623
----------------------------------------------------------------------- ----------
Net realized and unrealized loss on investments ....................... (33,387)
----------------------------------------------------------------------- ----------
Net Increase in Net Assets Attributable to Operations ................. $1,041,907
======================================================================= ==========
The accompanying notes are an integral part of these financial statements.
FSA-3
--------------------------------------------------------------------------------
Separate Account No. 13 (Pooled)
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Year Ended December 31,
2006 2005
---------------- ---------------
Increase (Decrease) in Net Assets:
From Operations:
Net investment income ............................................................. $ 1,075,294 $ 977,386
Net realized gain (loss) on investments ........................................... (75,010) (290,554)
Change in unrealized appreciation/depreciation of investments ..................... 41,623 (347,670)
----------------------------------------------------------------------------------- ------------- ------------
Net increase in net assets attributable to operations ............................. 1,041,907 339,162
----------------------------------------------------------------------------------- ------------- ------------
From Contributions and Withdrawals:
Contributions ..................................................................... 7,047,314 6,128,591
Withdrawals ....................................................................... (15,158,216) (6,118,690)
Asset management fees ............................................................. (103,358) (109,523)
Administrative fees ............................................................... (844) (767)
----------------------------------------------------------------------------------- ------------- ------------
Net decrease in net assets attributable to contributions and withdrawals .......... (8,215,104) (100,389)
----------------------------------------------------------------------------------- ------------- ------------
Increase (Decrease) in Net Assets ................................................. (7,173,197) 238,773
Net Assets Attributable to Contractowners or in Accumulation - Beginning of Year .. 25,184,581 24,945,808
----------------------------------------------------------------------------------- ------------- ------------
Net Assets Attributable to Contractowners or in Accumulation - End of Year ........ $ 18,011,384 $ 25,184,581
=================================================================================== ============= ============
The accompanying notes are an integral part of these financial statements.
FSA-4
--------------------------------------------------------------------------------
Separate Account No. 13 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006
--------------------------------------------------------------------------------
[Download Table]
Principal
Amount
(000) U.S. $ Value
-------------------- ---------------
LONG-TERM DEBT SECURITIES - 99.1%
U.S. GOVERNMENT AND GOVERNMENT
SPONSORED AGENCY OBLIGATIONS - 35.8%
U.S. Treasury Bonds - 11.4%
7.25%, 5/15/16 ...................... $ 1,625 $1,931,655
8.75%, 5/15/17 ...................... 80 105,838
----------
2,037,493
----------
U.S. Treasury Notes - 10.3%
1.875%, 7/15/13 (TIPS) .............. 175 185,826
4.875%, 5/31/08 - 5/31/11 ........... 1,666 1,669,331
----------
1,855,157
----------
Federal Agency - 2.7%
Federal National Mortgage Association
4.63%, 10/15/14 ..................... 15 14,651
6.00%, 5/15/11 ...................... 180 187,422
----------
202,073
----------
Federal Home Loan Bank
5.00%, 10/16/09 ..................... 160 159,333
5.25%, 7/18/11 ...................... 120 121,436
----------
280,769
----------
Federal Agency - Collateralized
Mortgage Obligations - 3.1%
Series 2006
4.108%, 10/01/34 .................... 57 57,030
Series 2005
4.176%, 9/01/35+ .................... 97 95,976
Series 2004
4.228%, 9/01/34+ .................... 90 89,911
Series 2005
4.639%, 7/01/35+ .................... 88 87,882
4.724%, 4/01/35+ .................... 34 33,452
Series 2006
5.822%, 3/01/36+ .................... 111 113,503
5.95%, 6/01/36+ ..................... 80 80,825
----------
558,579
----------
Mortgage Pass Thru's - 8.3%
Government National Mortgage Association
6.00%, 1/15/2007-1/20/2007 .......... 445 450,603
----------
Federal National Mortgage Association
5.00%, 4/01/19 ...................... 447 441,153
Series 2006
5.00%, 2/01/36 ...................... 302 291,924
Series 2006
5.00%, 2/01/21 ...................... 75 73,636
5.50%, 4/01/34 - 5/01/34 ............ 45 44,227
[Download Table]
Principal
Amount
(000) U.S. $ Value
-------------------- ---------------
5.50%, 2/01/35 - 7/01/35 ............ $ 197 $ 194,661
----------
1,045,601
----------
1,496,204
----------
Total U.S. Government and
Government Sponsored
Agency Obligations ................. 6,430,275
----------
CORPORATE DEBT OBLIGATIONS - 32.4%
Financial Institutions - 14.2%
Banking - 5.4%
Bank of America Corp.
4.50%, 8/01/10 ...................... 145 141,758
Citigroup, Inc.
4.625%, 8/03/10+ .................... 100 98,209
5.00%, 9/15/14 ...................... 81 79,088
5.53%, 6/09/09 ...................... 25 25,066
JP Morgan Chase & Co.
6.75%, 2/01/11 ...................... 155 162,953
MBNA Corp.
4.625%, 9/15/08 ..................... 40 39,523
UFJ Finance Aruba AEC
6.75%, 7/15/13 ...................... 150 160,075
Wachovia Corp.
3.50%, 8/15/08 ...................... 110 106,947
5.35%, 3/15/11 ...................... 40 40,113
Washington Mutual, Inc.
4.00%, 1/15/09 ...................... 50 48,749
Wells Fargo & Co.
4.20%, 1/15/10 ...................... 25 24,355
Zions Bancorporation
5.50%, 11/16/15 ..................... 20 19,677
----------
946,513
----------
Brokerage - 1.3%
Goldman Sachs Group, Inc.
4.75%, 7/15/13 ...................... 120 115,835
Merrill Lynch & Co., Inc.
4.79%, 8/04/10 ...................... 55 54,251
Morgan Stanley
5.80%, 4/01/07 ...................... 55 55,037
----------
225,123
----------
Finance - 6.5%
American General Finance Corp.
4.625%, 5/15/09 ..................... 105 103,342
Berkshire Hathaway Finance Corp.
4.20%, 12/15/10 ..................... 45 43,422
Capital One Bank
6.50%, 6/13/13 ...................... 40 42,165
FSA-5
--------------------------------------------------------------------------------
Separate Account No. 13 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Download Table]
Principal
Amount
(000) U.S. $ Value
-------------------- ---------------
CIT Group, Inc.
5.393%, 5/18/07 ..................... $ 40 $ 40,041
7.75%, 4/02/12 ...................... 70 77,176
Core Investment Grade Trust
4.659%, 11/30/07 .................... 86 85,684
Countrywide Home Loans, Inc.
4.00%, 3/22/11 ...................... 100 94,936
General Electric Capital Corp.
3.13%, 4/01/09 ...................... 285 272,978
4.00%, 2/17/09 ...................... 105 102,595
Household Finance Corp.
6.50%, 11/15/08 ..................... 135 138,002
7.00%, 5/15/12 ...................... 60 64,691
iStar Financial, Inc.
5.15%, 3/01/12 ...................... 15 14,588
SLM Corp.
4.50%, 7/26/10 ...................... 75 73,002
Simon Property Group LP
6.375%, 11/15/07 .................... 25 25,192
---------
1,177,814
---------
Insurance - 1.0%
Assurant, Inc.
5.625%, 2/15/14 ..................... 30 29,919
Liberty Mutual Group, Inc.
5.75%, 3/15/14 ...................... 30 29,889
Metlife, Inc.
5.38%, 12/15/12 ..................... 15 15,033
WellPoint, Inc.
3.50%, 9/01/07 ...................... 50 49,325
3.75%, 12/14/07 ..................... 9 8,858
4.25%, 12/15/09 ..................... 55 53,462
---------
186,486
---------
2,535,936
---------
Industrial - 14.8%
Basic Industry - 0.8%
International Paper Co.
5.85%, 10/30/12 ..................... 15 15,307
Ispat Inland ULC
9.75%, 4/01/14 ...................... 10 11,175
Lubrizol Corp.
4.625%, 10/01/09 .................... 15 14,714
Packaging Corp. of America
5.75%, 8/01/13 ...................... 45 43,513
Weyerhaeuser Co.
6.75%, 3/15/12 ...................... 65 68,170
---------
152,879
---------
[Download Table]
Principal
Amount
(000) U.S. $ Value
-------------------- ---------------
Capital Goods - 1.6%
Boeing Capital Corp.
4.75%, 8/25/08 ...................... $ 50 $ 49,620
Hutchison Whamp Intl Ltd
Series 144A
6.50%, 2/13/13 ...................... 60 62,794
Textron Financial Corp.
4.125%, 3/03/08 ..................... 55 54,228
Textron, Inc.
6.375%, 11/15/08 .................... 20 20,378
Tyco International Group, SA
6.00%, 11/15/13 ..................... 25 25,867
Waste Management, Inc.
6.875%, 5/15/09 ..................... 80 82,700
---------
295,587
---------
Communications/Media - 4.0%
British Sky Broadcasting Group PLC
6.875%, 2/23/09 ..................... 5 5,147
BSKYB Finance UK PLC
5.625%, 10/15/15 .................... 55 53,866
Comcast Cable Communications, Inc.
6.875%, 6/15/09 ..................... 60 62,067
Comcast Corp.
5.50%, 3/15/11 ...................... 120 120,506
RR Donnelley & Sons Co.
4.95%, 4/01/14 ...................... 15 13,833
News America, Inc.
4.75%, 3/15/10 ...................... 60 58,958
Time Warner Entertainment Co. LP
7.25%, 9/01/08 ...................... 375 385,546
WPP Finance Corp.
5.875%, 6/15/14 ..................... 25 24,956
---------
724,879
---------
Communications/Telecommunications - 3.7%
British Telecommunications PLC
8.375%, 12/15/10+ ................... 85 94,861
Embarq Corp.
6.738%, 6/01/13 ..................... 5 5,117
New Cingular Wireless Services, Inc.
7.875%, 3/01/11 ..................... 60 65,446
Sprint Capital Corp.
7.63%, 1/30/11 ...................... 120 128,484
Telecom Italia Capital, SA
4.00%, 1/15/10 ...................... 90 85,940
Telecom Italia Capital SA
5.25%, 11/15/13 ..................... 115 109,651
TELUS Corp.
7.50%, 6/01/07 ...................... 95 95,703
FSA-6
--------------------------------------------------------------------------------
Separate Account No. 13 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Principal
Amount
(000) U.S. $ Value
-------------------- ---------------
Verizon Global Funding Corp.
4.90%, 9/15/15 ................................ $ 15 $ 14,306
Verizon New Jersey, Inc.
Series A
5.875%, 1/17/12 ............................... 30 30,391
Vodafone Group PLC
5.50%, 6/15/11 ................................ 35 35,089
---------
664,988
---------
Consumer Cyclical - 0.7%
Centex Corp.
5.45%, 8/15/12 ................................ 29 28,535
DaimlerChrysler North America
4.875%, 6/15/10 ............................... 25 24,370
ITT Corp.
7.375%, 11/15/15 .............................. 47 48,119
Starwood Hotels & Resorts Worldwide, Inc.
7.875%, 5/01/12 ............................... 18 19,010
Toll Brothers Finance Corp.
6.875%, 11/15/12 .............................. 15 15,466
---------
135,500
---------
Consumer Non Cyclical - 2.1%
ConAgra Foods, Inc.
7.875%, 9/15/10 ............................... 19 20,562
General Mills, Inc.
5.125%, 2/15/07 ............................... 110 109,922
Kraft Foods, Inc.
4.125%, 11/12/09 .............................. 85 82,445
The Kroger Co.
7.80%, 8/15/07 ................................ 35 35,489
Safeway, Inc.
4.80%, 7/16/07 ................................ 15 14,942
5.80%, 8/15/12 ................................ 65 65,123
6.50%, 3/01/11 ................................ 10 10,345
Wyeth
5.50%, 2/01/14 ................................ 36 36,185
---------
375,013
---------
Energy - 1.3%
Amerada Hess Corp.
6.65%, 8/15/11 ................................ 60 62,476
Conoco Funding Co.
6.35%, 10/15/11 ............................... 75 78,409
Valero Energy Corp.
6.875%, 4/15/12 ............................... 85 89,871
---------
230,756
---------
Technology - 0.6%
Cisco Systems, Inc.
5.25%, 2/22/11 ................................ 15 15,038
[Enlarge/Download Table]
Principal
Amount
(000) U.S. $ Value
-------------------- ---------------
IBM Corp.
4.375%, 6/01/09 ............................... $ 15 $ 14,742
Motorola, Inc.
7.625%, 11/15/10 .............................. 7 7,537
Oracle Corp.
5.25%, 1/15/16 ................................ 70 68,523
---------
105,840
---------
2,685,442
---------
Utility - 3.4%
Electric - 3.1%
Carolina Power & Light Co.
6.50%, 7/15/12 ................................ 95 99,547
Consumers Energy Co.
Series C
4.25%, 4/15/08 ................................ 15 14,772
Duke Capital LLC
5.67%, 8/15/14 ................................ 40 39,892
Exelon Corp.
6.75%, 5/01/11 ................................ 35 36,558
FirstEnergy Corp.
Series B
6.45%, 11/15/11 ............................... 75 78,211
MidAmerican Energy Holdings Co.
5.875%, 10/01/12 .............................. 35 35,628
Nisource Finance Corp.
7.875%, 11/15/10 .............................. 55 59,337
Pacific Gas & Electric Co.
4.80%, 3/01/14 ................................ 65 62,304
Progress Energy, Inc.
7.10%, 3/01/11 ................................ 21 22,364
Public Service Company of Colorado
7.875%, 10/01/12 .............................. 30 33,659
SPI Electricity & Gas Australia Holdings Pty, Ltd.
6.15%, 11/15/13 ............................... 30 31,086
Xcel Energy, Inc.
7.00%, 12/01/10 ............................... 45 47,463
---------
560,821
---------
Natural Gas - 0.3%
Duke Energy Field Services Corp.
7.875%, 8/16/10 ............................... 15 16,135
Enterprise Products Operating L.P.
Series B
5.60%, 10/15/14 ............................... 35 34,375
---------
50,510
---------
611,331
---------
Total Corporate Debt Obligations ................. 5,832,709
---------
FSA-7
--------------------------------------------------------------------------------
Separate Account No. 13 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Download Table]
Principal
Amount
(000) U.S. $ Value
-------------------- ---------------
COMMERCIAL MORTGAGE BACKED SECURITIES - 14.6%
Banc of America Commercial Mortgage, Inc.
Series 2004-6, Class A2
4.161%, 12/10/42 ......................... $ 100 $ 97,166
Series 2001-PB1, Class A2
5.787%, 5/11/35 .......................... 63 64,623
Bear Stearns Commercial Mortgage
Securities, Inc.
Series 2005-PWR7, Class A3
5.116%, 2/11/41+ ......................... 95 93,734
Citigroup Commercial Mortgage Trust
Series 2004-C1, Class A4
5.53%, 4/15/40+ .......................... 165 166,169
Commercial Mortgage Pass Through
Certificates
Series 2006-C8, Class A2B
5.248%, 12/10/46 ......................... 140 139,841
Credit Suisse Mortgage Capital Certificates
Series 2006-C3, Class A3
5.828%, 6/15/38+ ......................... 210 218,348
Credit Suisse First Boston Mortgage
Securities Corp.
Series 2003-CK2, Class A2
3.861%, 3/15/36 .......................... 70 68,480
Series 2004-C1, Class A4
4.75%, 1/15/37 ........................... 60 57,945
GE Capital Commercial Mortgage Corp.
Series 2005-C3, Class A3FX
4.863%, 7/10/45 .......................... 105 103,723
Greenwich Capital Commercial Funding Corp.
Series 2003-C1, Class A4
4.111%, 7/05/35 .......................... 90 84,571
Series 2005-GG3, Class A2
4.305%, 8/10/42 .......................... 100 97,351
GS Mortgage Securities Corp. II
Series 2004-GG2, Class A6
5.396%, 8/10/38+ ......................... 90 90,342
Series 2001, Class C
6.878%, 5/03/18 .......................... 370 394,683
JP Morgan Chase Commercial Mortgage
Securities Corp.
Series 2004-C1, Class A2
4.302%, 1/15/38 .......................... 80 77,063
Series 2005-LDP4, Class A2
4.79%, 10/15/42 .......................... 65 64,014
Series 2005-LDP3, Class A2
4.851%, 8/15/42 .......................... 95 93,774
Series 2005-LDP5, Class A2
5.198%, 12/15/44 ......................... 85 84,817
[Download Table]
Principal
Amount
(000) U.S. $ Value
-------------------- ---------------
Series 2006-CB14, Class A4
5.481%, 12/12/44+ ........................ $ 45 $ 45,427
Series 2006-CB15, Class A4
5.814%, 6/12/43+ ......................... 80 82,743
LB-UBS Commercial Mortgage Trust
Series 2003-C3, Class A4
4.166%, 5/15/32 .......................... 110 103,633
Series 2004-C4, Class A4
5.133%, 6/15/29+ ......................... 35 35,329
Merrill Lynch Mortgage Trust
Series 2005-MKB2, Class A2
4.806%, 9/12/42 .......................... 125 123,486
Series 2005-CKI1, Class A6
5.244%, 11/12/37+ ........................ 65 64,895
Morgan Stanley Capital I
Series 2005-T17, Class A5
4.78%, 12/13/41 .......................... 125 120,764
Series 2005-HQ5, Class A4
5.168%, 1/14/42 .......................... 65 64,256
---------
Total Commercial Mortgage Backed
Securities .............................. 2,637,177
---------
COLLATERALIZED MORTGAGE OBLIGATIONS - 8.3%
Rali 2007-qs1 A1
6.00%, 1/25/37 ........................... 70 70,686
Bear Stearns Alt-A Trust
Series 2006-1, Class 22A1
5.45%, 2/25/36+ .......................... 97 97,049
Series 2005-10, Class 24A1
6.00%, 1/25/36+ .......................... 79 79,181
Series 2006-2, Class 23A1
6.00%, 3/25/36+ .......................... 85 86,033
Citigroup Mortgage Loan Trust, Inc.
Series 2005-2, Class 1A4
5.126%, 5/25/35+ ......................... 117 115,301
Series 2006-AR1, Class 3A1
5.50%, 3/25/36+ .......................... 145 144,179
Countrywide Alternative Loan Trust
Series 2006-OA14, Class 3A1
4.459%, 11/25/46 ......................... 134 133,707
Fannie Mae REMICS
Series 2006-21, Class CA
5.50%, 3/25/29 ........................... 130 129,242
Indymac Index Mortgage Loan Trust
Series 2006-AR7, Class 4A1
6.265%, 5/25/36+ ......................... 58 59,181
Merrill Lynch Mortgage Investors, Inc.
Series 2006-A1, Class 2A1
6.23%, 3/25/36+ .......................... 89 89,741
FSA-8
--------------------------------------------------------------------------------
Separate Account No. 13 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Concluded)
--------------------------------------------------------------------------------
[Download Table]
Principal
Amount
(000) U.S. $ Value
-------------------- ---------------
Residential Funding Mortgage Securities, Inc.
Series 2005-SA3, Class 3A
5.249%, 8/25/35+ ......................... $ 76 $ 75,304
Structured Adjustable Rate Mortgage
Loan Trust
Series 2006-3, Class 2A1
6.008%, 4/25/36+ ......................... 68 69,031
Washington Mutual, Inc.
Series 2005-AR2, Class 2A22
5.57%, 1/25/45+ .......................... 19 19,517
Wells Fargo Mortgage Backed Securities
Trust
Series 2006-AR11, Class A4
5.539%, 8/25/36+ ......................... 163 161,733
Freddie Mac Reference REMIC
Series 2006-R007, Class AC
5.875%, 5/15/16 .......................... 168 168,485
-----------
Total Collateralized Mortgage
Obligations ............................. 1,498,370
-----------
ASSET BACKED SECURITIES - 4.8%
Bear Stearns Asset Backed Securities, Inc.
Series 2005-SD1, Class 1A1
5.50%, 4/25/22+ .......................... 16 16,230
Capital Auto Receivables Asset Trust
Series 2005-SN1A, Class A3A
4.10%, 6/15/08 ........................... 64 63,642
Citibank Credit Card Issuance Trust
Series 2006-A2, Class A2
4.85%, 2/10/11 ........................... 300 298,428
Citifinancial Mortgage Securities, Inc.
Series 2003-1, Class AFPT
3.36%, 1/25/33+ .......................... 27 25,202
Credit-Based Asset Servicing and
Securities, Inc.
Series 2003-CB1, Class AF
3.45%, 1/25/33+ .......................... 58 55,715
Home Equity Mortgage Trust
Series 2005-4, Class A3
4.742%, 1/25/36+ ......................... 70 69,306
Series 2006-1, Class A2
5.3%, 5/25/36+ ........................... 25 25,216
[Download Table]
Principal
Amount
(000) U.S. $ Value
-------------------- ---------------
Indymac Residential Asset Backed Trust
Series 2006-D, Class 2A2
5.43%, 11/25/36 .......................... $ 135 $ 135,002
Master Asset Backed Securities Trust
Series 2004-HE1, Class A1
5.72%, 9/25/34 ........................... 38 37,810
RAAC Series
Series 2006-SP3, Class A1
5.40%, 8/25/36+ .......................... 57 56,927
Residential Asset Securities Corp.
Series 2002-KS7, Class A2
5.72%, 11/25/32 .......................... 12 12,350
Residential Funding Mortgage
Securities II, Inc.
Series 2005-HI2, Class A3
4.46%, 5/25/35 ........................... 40 39,503
Specialty Underwriting & Residential Finance
Series 2006-BC1, Class A2A
5.40%, 12/25/36+ ......................... 36 35,586
-----------
Total Asset Backed Securities ............... 870,917
-----------
SOVEREIGN DEBT OBLIGATIONS - 3.2%
Russia Ministry of Finance
Series VII
3.00%, 5/14/11 ........................... 410 369,894
United Mexican States
7.50%, 1/14/12 ........................... 190 208,240
-----------
Total Sovereign Debt Obligations ............ 578,134
-----------
Total Long-Term Debt Securities
(amortized cost $17,948,107)................ 17,847,582
-----------
SHORT-TERM INVESTMENTS - 0.9%
U.S. Government and Government
Sponsored Agency Obligations - 0.9%
Freddie Mac Discount Notes
Zero Coupon, 2/28/07 ..................... 170 168,112
-----------
Total Short-Term Debt Securities
(amortized cost $168,112)................. 168,112
-----------
Total Investments - 100.0%
(amortized cost $18,116,219).............. 18,015,694
Other assets less liabilities -
0.0% .................................... (4,310)
-----------
Net Assets - 100.0% ......................... $18,011,384
===========
+ Variable rate coupon, rate shown as of December 31, 2006.
Glossary:
TIPS - Treasury Inflation Protected Security
The accompanying notes are an integral part of these financial statements.
FSA-9
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Statement of Assets and Liabilities
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Assets:
Investments (Notes 2 and 3):
Common stocks -- at value (cost: $27,073,630) ........................... $36,332,752
Warrants -- at value (cost: $110,393).................................... 150,176
Long-term debt securities -- at value (amortized cost: $21,697,599) ..... 21,676,577
Short-term debt securities -- at value (amortized cost: $2,391,568)...... 2,391,568
Receivable for investment securities sold ................................ 255,518
Interest receivable ...................................................... 178,416
Dividends and other receivables .......................................... 63,851
-------------------------------------------------------------------------- -----------
Total assets ............................................................. 61,048,858
-------------------------------------------------------------------------- -----------
Liabilities:
Due to custodian ......................................................... 36,906
Payable for investment securities purchased .............................. 2,004,189
Due to AXA Equitable Life's General Account .............................. 368,667
Accrued expenses ......................................................... 172,161
-------------------------------------------------------------------------- -----------
Total liabilities ........................................................ 2,581,923
-------------------------------------------------------------------------- -----------
Net Assets Attributable to Contractowners or in Accumulation ............. $58,466,935
========================================================================== ===========
[Download Table]
Units Outstanding Unit Values
------------------- ---------------
Institutional ............. 358 $ 22,510.85
RIA ....................... 47,222 211.32
Momentum Strategy ......... 18,667 145.26
MRP ....................... 692,394 51.64
EPP ....................... 8,807 218.09
The accompanying notes are an integral part of these financial statements.
FSA-10
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Statement of Operations
Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Download Table]
Investment Income (Note 2):
Dividends (net of foreign taxes withheld of $18,012)................... $ 631,959
Interest .............................................................. 1,163,127
----------------------------------------------------------------------- ----------
Total investment income ............................................... 1,795,086
----------------------------------------------------------------------- ----------
Expenses (Note 5):
Investment management fees ............................................ (178,754)
Operating and expense charges ......................................... (672,515)
----------------------------------------------------------------------- ----------
Total expenses ........................................................ (851,269)
----------------------------------------------------------------------- ----------
Net investment income ................................................. 943,817
----------------------------------------------------------------------- ----------
Realized and Unrealized Gain (Loss) on Investments (Note 2):
Realized gain from security and foreign currency transactions ......... 2,714,239
Change in unrealized appreciation/depreciation of investments ......... 1,806,779
----------------------------------------------------------------------- ----------
Net realized and unrealized gain on investments ....................... 4,521,018
----------------------------------------------------------------------- ----------
Net Increase in Net Assets Attributable to Operations ................. $5,464,835
======================================================================= ==========
The accompanying notes are an integral part of these financial statements.
FSA-11
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Year Ended December 31,
2006 2005
------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets:
From Operations:
Net investment income ................................................................. $ 943,817 $ 917,266
Net realized gain on investments and foreign currency transactions .................... 2,714,239 3,886,500
Change in unrealized appreciation/depreciation of investments ......................... 1,806,779 (1,242,359)
--------------------------------------------------------------------------------------- ------------- -------------
Net increase in net assets attributable to operations ................................. 5,464,835 3,561,407
--------------------------------------------------------------------------------------- ------------- -------------
From Contributions and Withdrawals:
Contributions ......................................................................... 7,108,244 8,379,434
Withdrawals ........................................................................... (13,689,418) (32,701,391)
Asset management fees ................................................................. (55,133) (50,293)
Administrative fees ................................................................... (11,672) (201,461)
--------------------------------------------------------------------------------------- ------------- -------------
Net decrease in net assets attributable to contributions and withdrawals .............. (6,647,980) (24,573,711)
--------------------------------------------------------------------------------------- ------------- -------------
Decrease in Net Assets ................................................................ (1,183,145) (21,012,304)
Net Assets Attributable to Contractowners or in Accumulation -- Beginning of Year ..... 59,650,080 80,662,384
--------------------------------------------------------------------------------------- ------------- -------------
Net Assets Attributable to Contractowners or in Accumulation -- End of Year ........... $ 58,466,935 $ 59,650,080
======================================================================================= ============= =============
The accompanying notes are an integral part of these financial statements.
FSA-12
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006
--------------------------------------------------------------------------------
[Download Table]
Company Shares U.S. $ Value
----------------------------------------- ------------------- ---------------
COMMON STOCKS - 62.1%
Finance - 16.3%
Banking - Money Center - 4.1%
Anglo Irish Bank Corp. PLC .............. 11,185 $ 231,728
Banco Bilbao Vizcaya Argentaria SA....... 9,242 222,450
BNP Paribas SA .......................... 1,709 186,392
Credit Suisse Group ..................... 5,528 386,391
JPMorgan Chase & Co. .................... 15,132 730,876
Mitsubishi UFJ Financial Group, Inc...... 13 160,555
Standard Chartered (a) .................. 3,856 112,684
Sumitomo Mitsui Financial Group,
Inc. ................................ 12 122,999
Wachovia Corp. .......................... 4,600 261,970
---------
2,416,045
---------
Banking - Regional - 2.0%
Bank of America Corp (a) ................ 9,048 483,073
China Construction Bank-Class H ......... 75,000 47,733
Commerce Bancorp, Inc. .................. 3,800 134,026
Macquarie Bank Ltd. ..................... 1,051 65,390
National City Corp. ..................... 4,100 149,896
UniCredito Italiano SpA ................. 21,800 191,015
Wells Fargo & Co. ....................... 3,300 117,348
---------
1,188,481
---------
Brokerage & Money Management - 3.2%
Ameriprise Financial, Inc. .............. 685 37,333
The Charles Schwab Corp. ................ 20,100 388,734
Franklin Resources, Inc. ................ 2,300 253,391
Goldman Sachs Group, Inc. ............... 800 159,480
Lehman Brothers Holdings, Inc. .......... 2,300 179,676
Man Group PLC ........................... 18,074 184,791
Merrill Lynch & Co., Inc. ............... 4,400 409,640
Morgan Stanley .......................... 1,300 105,859
Nomura Holdings, Inc. ................... 8,400 158,437
---------
1,877,341
---------
Insurance - 3.1%
ACE, Ltd. ............................... 2,100 127,197
Aflac, Inc. ............................. 4,100 188,600
American International Group,
Inc.(a) ............................. 9,700 695,102
Hartford Financial Services Group,
Inc. ................................ 1,800 167,958
QBE Insurance Group, Ltd. ............... 7,422 168,784
The St. Paul Travelers Cos, Inc. ........ 3,554 190,814
Swiss Reinsurance ....................... 1,378 117,051
XL Capital, Ltd.-Class A ................ 1,800 129,636
---------
1,785,142
---------
Lodging - 0.1%
Wyndham Worldwide Corp. (a) ............. 820 26,256
---------
[Download Table]
Company Shares U.S. $ Value
----------------------------------------- ------------------- ---------------
Miscellaneous - 2.9%
American Express Co. (a) ................ 3,166 $ 192,081
Citigroup, Inc. ......................... 16,232 904,122
ORIX Corp. .............................. 600 173,661
U.S. Bancorp ............................ 2,100 75,999
UBS AG .................................. 5,640 342,428
---------
1,688,291
---------
Mortgage Banking - 0.5%
Federal Home Loan Mortgage Corp.......... 1,600 108,640
Federal National Mortgage
Association ......................... 3,300 195,987
---------
304,627
---------
Office - 0.3%
Equity Office Properties Trust .......... 3,600 173,412
---------
Other - 0.1%
MI Developments, Inc.-Class A ........... 1,094 39,056
Realogy Corp.(a) ........................ 1,025 31,078
---------
70,134
---------
9,529,729
---------
Technology - 6.8%
Communication Equipment - 1.3%
Avaya, Inc. (a) ......................... 22 308
Cisco Systems, Inc. (a) ................. 12,300 336,159
Juniper Networks, Inc. (a) .............. 7,100 134,474
Motorola, Inc. .......................... 6,000 123,360
Nortel Networks Corp. (a) ............... 280 7,484
QUALCOMM, Inc. .......................... 4,400 166,276
---------
768,061
---------
Communication Services - 0.1%
Embarq Corp.-Class W (a) ................ 1,174 61,706
---------
Computer Hardware/Storage - 1.5%
Apple Computer, Inc. (a) ................ 2,200 186,648
Dell, Inc. (a) .......................... 4,600 115,414
EMC Corp. (a) ........................... 7,500 99,000
Hewlett-Packard Co. ..................... 5,800 238,902
International Business Machines
Corp. ............................... 2,400 233,160
---------
873,124
---------
Computer Services - 0.5%
BearingPoint, Inc. (a) .................. 3,940 31,008
CapGemini, SA ........................... 2,485 155,926
Fiserv, Inc. (a) ........................ 1,700 89,114
---------
276,048
---------
Contract Manufacturing - 0.2%
Flextronics International, Ltd. (a) ..... 5,700 65,436
Sanmina-SCI Corp. (a) ................... 8,600 29,670
Solectron Corp. (a)...................... 14,100 45,402
---------
140,508
---------
FSA-13
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Company Shares U.S. $ Value
------------------------------------------------------------------------ -------------------- ---------------
Internet Media - 0.2%
Google, Inc.-Class A (a) ............................................... 300 $ 138,144
---------
Miscellaneous - 0.6%
Canon, Inc. ............................................................ 3,600 202,647
Hoya Corp. ............................................................. 3,900 152,035
---------
354,682
---------
Semiconductor Capital Equipment - 0.2%
Applied Materials, Inc. ................................................ 6,200 114,390
---------
Semiconductor Components - 1.1%
Agere Systems, Inc.-Class A (a) ........................................ 37 709
Broadcom Corp.-Class A (a) ............................................. 2,600 84,006
Intel Corp. ............................................................ 8,944 181,116
Linear Technology Corp. ................................................ 2,700 81,864
Marvell Technology Group Ltd. (a) ...................................... 9,800 188,062
Texas Instruments, Inc. ................................................ 3,800 109,440
---------
645,197
---------
Software - 1.1%
Microsoft Corp. ........................................................ 12,900 385,194
Oracle Corp. (a) ....................................................... 10,200 174,828
Symantec Corp. (a) ..................................................... 2,600 54,210
---------
614,232
---------
3,986,092
---------
Energy - 6.7%
Domestic Producers - 0.4%
Noble Energy, Inc. ..................................................... 4,800 235,536
---------
International - 3.4%
Chevron Corp. .......................................................... 7,400 544,122
ENI SpA ................................................................ 3,660 123,062
Exxon Mobil Corp. ...................................................... 10,712 820,861
LUKOIL (ADR) ........................................................... 897 78,891
Petroleo Brasileiro SA (ADR) ........................................... 650 66,943
Talisman Energy, Inc. .................................................. 21,100 358,489
---------
1,992,368
---------
Miscellaneous - 0.8%
ConocoPhillips ......................................................... 6,400 460,480
---------
Oil Service - 2.1%
Baker Hughes, Inc. ..................................................... 3,700 276,242
BJ Services Co. ........................................................ 4,100 120,212
FMC Technologies, Inc. (a) ............................................. 3,800 234,194
Halliburton Co. ........................................................ 8,600 267,030
Nabors Industries Ltd. (a) ............................................. 7,200 214,416
Nexen, Inc. ............................................................ 2,400 132,000
---------
1,244,094
---------
3,932,478
---------
Health Care - 6.7%
Biotechnology - 0.6%
Genentech, Inc.(a) ..................................................... 2,000 162,260
[Enlarge/Download Table]
Company Shares U.S. $ Value
------------------------------------------------------------------------ -------------------- ---------------
Gilead Sciences, Inc. (a) .............................................. 2,500 $ 162,325
---------
324,585
---------
Drugs - 3.1%
Allergan, Inc. (a) ..................................................... 1,500 179,610
Daiichi Sankyo Co. Ltd. ................................................ 2,000 62,508
Eli Lilly & Co. ........................................................ 3,500 182,350
Merck & Co. Inc. ....................................................... 9,600 418,560
Merck KGaA ............................................................. 706 73,348
Novartis AG ............................................................ 2,362 136,048
Pfizer, Inc. ........................................................... 17,904 463,713
Roche Holding AG ....................................................... 1,639 293,626
---------
1,809,763
---------
Medical Products - 1.6%
Alcon, Inc. ............................................................ 2,000 223,540
Essilor International, SA .............................................. 800 85,985
Johnson & Johnson ...................................................... 5,900 389,518
Nobel Biocare Holding AG ............................................... 284 83,886
Zimmer Holdings, Inc. (a) .............................................. 2,230 174,787
---------
957,716
---------
Medical Services - 1.4%
UnitedHealth Group, Inc. ............................................... 6,500 349,245
WellPoint, Inc. (a) .................................................... 5,900 464,271
---------
813,516
---------
3,905,580
---------
Consumer Services - 6.5%
Airlines - 0.2%
Continental Airlines, Inc.-Class B (a).................................. 900 37,125
Southwest Airlines Co. ................................................. 3,600 55,152
---------
92,277
---------
Apparel - 0.1%
Jones Apparel Group, Inc. .............................................. 1,800 60,174
---------
Broadcasting & Cable - 2.0%
CBS Corp.-Class B ...................................................... 3,420 106,636
Comcast Corp.-Class A (a) .............................................. 6,314 267,272
Grupo Televisa, SA (ADR) ............................................... 2,800 75,628
News Corp.-Class A ..................................................... 7,900 169,692
Societe Television Francaise 1 ......................................... 4,220 156,536
Time Warner, Inc. ...................................................... 10,400 226,512
Viacom, Inc.-Class B (a) ............................................... 3,420 140,322
Westwood One, Inc. ..................................................... 3,700 26,122
---------
1,168,720
---------
Cellular Communications - 0.3%
America Movil SA de CV Series L
(ADR) .............................................................. 3,500 158,270
China Mobile Ltd. ...................................................... 5,500 47,521
---------
205,791
---------
FSA-14
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Company Shares U.S. $ Value
------------------------------------------------------------------------ -------------------- ---------------
Entertainment & Leisure - 0.4%
Carnival Corp. ......................................................... 1,800 $ 88,290
OPAP, SA ............................................................... 187 7,225
Royal Caribbean Cruises Ltd. ........................................... 3,000 124,140
---------
219,655
---------
Gaming - 0.2%
International Game Technology .......................................... 3,100 143,220
---------
Miscellaneous - 0.4%
Electronic Arts, Inc. (a) .............................................. 2,300 115,828
Li & Fung Ltd. ......................................................... 30,000 93,345
PHH Corp. (a) .......................................................... 195 5,630
---------
214,803
---------
Printing & Publishing - 0.0%
Idearc, Inc. (a) ....................................................... 315 9,025
---------
Restaurants & Lodging - 0.4%
Starbucks Corp. (a) .................................................... 6,700 237,314
---------
Retail - General Merchandise - 2.5%
Bed Bath & Beyond, Inc. (a) ............................................ 2,200 83,820
eBay, Inc. (a) ......................................................... 4,800 144,336
Esprit Holdings Ltd. ................................................... 10,500 117,250
Federated Department Stores, Inc. ...................................... 2,494 95,096
Home Depot, Inc. ....................................................... 6,800 273,088
Marks & Spencer Group PLC .............................................. 9,672 135,640
Target Corp. ........................................................... 4,200 239,610
Wal-Mart Stores, Inc. .................................................. 6,800 314,024
Williams-Sonoma, Inc. .................................................. 1,600 50,304
---------
1,453,168
---------
3,804,147
---------
Consumer Staples - 5.3%
Beverages - 1.2%
C&C Group PLC .......................................................... 3,131 55,819
Cia de Bebidas das Americas (ADR)....................................... 1,000 48,800
The Coca-Cola Co. ...................................................... 6,300 303,975
Pepsi Bottling Group, Inc. ............................................. 6,300 194,733
PepsiCo, Inc. .......................................................... 1,100 68,805
---------
672,132
---------
Food - 0.9%
Del Monte Foods Co. .................................................... 1,254 13,832
Groupe Danone .......................................................... 521 78,926
HJ Heinz Co. ........................................................... 2,600 117,026
The JM Smucker Co. ..................................................... 96 4,653
Nestle, SA ............................................................. 663 235,378
WM Wrigley Jr Co. ...................................................... 1,250 64,650
---------
514,465
---------
Household Products - 1.0%
Procter & Gamble Co. ................................................... 8,400 539,868
Reckitt Benckiser PLC .................................................. 984 45,003
---------
584,871
---------
[Enlarge/Download Table]
Company Shares U.S. $ Value
------------------------------------------------------------------------ -------------------- ---------------
Retail - Food & Drug - 0.9%
Kroger Co. ............................................................. 6,800 $ 156,876
Safeway, Inc. .......................................................... 5,700 196,992
Tesco PLC .............................................................. 8,886 70,445
Walgreen Co. ........................................................... 2,700 123,903
---------
548,216
---------
Tobacco - 1.3%
Altria Group, Inc. ..................................................... 8,100 695,142
British American Tobacco PLC (a) ....................................... 1,805 50,555
---------
745,697
---------
3,065,381
---------
Utilities - 4.3%
Electric & Gas Utility - 2.0%
American Electric Power Co., Inc. ...................................... 3,600 153,288
BG Group PLC ........................................................... 5,809 78,848
Constellation Energy Group, Inc. ....................................... 3,600 247,932
Dynegy, Inc.-Class A (a) ............................................... 1,900 13,756
Entergy Corp. .......................................................... 1,000 92,320
FirstEnergy Corp. ...................................................... 1,500 90,315
International Power PLC ................................................ 6,128 45,880
PPL Corp. .............................................................. 5,200 186,368
Sempra Energy .......................................................... 4,800 268,656
---------
1,177,363
---------
Telephone Utility - 2.3%
AT&T, Inc. ............................................................. 8,186 292,650
BellSouth Corp. ........................................................ 2,900 136,619
CenturyTel, Inc. ....................................................... 1,900 82,954
Cincinnati Bell, Inc. (a) .............................................. 11,900 54,383
Qwest Communications
International, Inc. (a) ............................................ 3,000 25,110
Sprint Corp. (a) ....................................................... 22,981 434,111
Telefonica SA .......................................................... 4,196 89,257
Verizon Communications, Inc. ........................................... 6,300 234,612
---------
1,349,696
---------
2,527,059
---------
Capital Goods - 4.0%
Electrical Equipment - 0.4%
Johnson Controls, Inc. ................................................. 2,700 231,984
---------
Engineering & Construction - 0.4%
ABB Ltd. ............................................................... 13,709 245,596
---------
Machinery - 0.2%
Eaton Corp. ............................................................ 1,700 127,738
---------
Miscellaneous - 3.0%
General Electric Co. ................................................... 27,200 1,012,399
NGK Insulators Ltd. .................................................... 7,000 108,095
Nitto Denko Corp. ...................................................... 3,400 170,250
United Technologies Corp. .............................................. 7,300 456,396
---------
1,747,140
---------
2,352,458
---------
FSA-15
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Download Table]
Company Shares U.S. $ Value
----------------------------------------- ------------------- ---------------
Basic Industry - 2.5%
Chemicals - 1.4%
Bayer AG ................................ 2,671 $ 143,911
E.I. Du Pont de Nemours & Co. ........... 2,800 136,388
Monsanto Co. ............................ 3,164 166,205
Praxair, Inc. ........................... 6,100 361,913
----------
808,417
----------
Mining & Metals - 1.0%
China Shenhua Energy Co. Ltd.-
Class H ............................. 30,500 73,411
Cia Vale do Rio Doce (ADR) .............. 3,800 113,012
MMC Norilsk Nickel (ADR) ................ 175 27,475
Rio Tinto PLC (a) ....................... 3,480 185,194
Xstrata PLC ............................. 4,215 210,355
----------
609,447
----------
Miscellaneous - 0.1%
RWE AG .................................. 613 67,512
----------
1,485,376
----------
Consumer Manufacturing - 2.0%
Auto & Related - 0.7%
Avis Budget Group, Inc. ................. 410 8,893
Denso Corp. ............................. 2,700 107,070
Honda Motor Co. Ltd. .................... 2,100 82,924
Toyota Motor Corp. ...................... 3,300 220,693
----------
419,580
----------
Building & Related - 1.3%
American Standard Companies (a) ......... 7,000 320,950
CRH PLC ................................. 2,963 123,516
Daiwa House Industry Co. Ltd. ........... 6,000 104,348
Vinci, SA ............................... 1,599 204,252
----------
753,066
----------
1,172,646
----------
Aerospace & Defense - 0.7%
Aerospace - 0.7%
Boeing Co. (a) .......................... 1,100 97,724
Lockheed Martin Corp. ................... 3,200 294,624
----------
392,348
----------
Multi-Industry Companies - 0.3%
Multi-Industry Companies - 0.3%
Mitsui & Co. Ltd. ....................... 12,000 179,458
----------
Total Common Stocks
(cost $27,073,630)................... 36,332,752
----------
WARRANTS - 0.3%
Technology - 0.3%
Computer Hardware/Storage - 0.0%
Asustek Computer Inc., expiring
3/18/07 (a) ......................... 4,082 11,095
----------
[Download Table]
Company Shares U.S. $ Value
----------------------------------------- ------------------- ---------------
Computer Peripherals - 0.1%
Foxconn Technology Co. Ltd.,
JPMorgan International, expiring
8/22/08 (a) ......................... 3,944 $ 46,934
----------
Computer Services - 0.2%
Infosys Technologies Ltd., expiring
8/21/09 (a) ......................... 1,790 90,413
----------
Electronic Components - 0.0%
Largan Precision Co. Ltd., Citigroup
Global Markets, expiring
1/20/10 (a) ......................... 90 1,734
----------
Total Warrants
(cost $110,393)...................... 150,176
----------
[Download Table]
Principal
Amount
(000) U.S. $ Value
------------- ---------------
LONG-TERM DEBT SECURITIES - 37.1%
U.S. GOVERNMENT AND GOVERNMENT
SPONSORED AGENCY OBLIGATIONS - 18.9%
Federal National Mortgage Association - 11.6%
Series 2005
4.176%, 9/01/35+ ................. $ 100 99,531
Series 2004
4.228%, 9/01/34+ ................. 90 89,911
Series 2006
4.408%, 8/01/34 .................. 95 95,182
Series 2005
4.50%, 11/01/20 .................. 649 626,207
Series 2006
4.50%, 1/01/21 ................... 40 38,424
Series 2005
4.639%, 7/01/35+ ................. 88 87,881
4.724%, 4/01/35+ ................. 34 33,452
5.00%, 4/01/19 ................... 373 368,038
Series 2005
5.00%, 9/01/20 ................... 158 155,390
Series 2006
5.00%, 2/01/36 ................... 646 623,862
5.50%, 4/01/33 - 7/01/33 ......... 728 720,412
Series 2004
5.50%, 4/01/34 ................... 90 88,902
5.50%, 2/01/35 - 7/01/35 ......... 690 682,399
5.50%, 1/01/36 - 5/01/36 ......... 1,498 1,481,063
5.822%, 3/01/36+ ................. 111 113,503
6.00%, 5/15/11 ................... 270 281,133
6.00%, TBA ....................... 410 412,690
Series 2006
6.50%, 1/01/36 ................... 77 79,055
6.50%, TBA ....................... 685 697,844
---------
6,774,879
---------
FSA-16
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Principal
Amount
Company (000) U.S.$ Value
----------------------------------------------- -------------------- --------------------
U.S. Treasury Bonds - 2.8%
4.50%, 2/15/36 ............................. $ 1,121 $1,066,001
8.75%, 5/15/17 ............................. 435 575,492
----------
1,641,493
----------
Government National Mortgage Association - 1.7%
Series 2006
6.00%, 2/15/36 ............................. 424 430,355
6.00%, TBA ................................. 555 562,010
----------
992,365
----------
Federal Home Loan Mortgage Corp. - 1.2%
Series 2005
4.50%, 10/01/35 ............................ 137 128,497
Series 2005
4.50%, 8/01/35 ............................. 103 96,732
Series 2006
4.50%, 1/01/36 ............................. 58 53,984
5.25%, 7/18/11 ............................. 420 425,026
----------
704,239
----------
Federal Gold Loan Mortgage Corp. - 1.1%
Series 2005
4.50%, 9/01/35 ............................. 146 136,525
Series 2006
5.00%, 4/01/21 ............................. 542 532,402
----------
668,927
----------
U.S. Treasury Notes - 0.5%
1.875%, 7/15/13 (TIPS) ..................... 210 222,991
4.875%, 5/31/11 ............................ 50 50,344
----------
273,335
----------
Total U.S. Government and
Government Sponsored
Agency Obligations ........................ 11,055,238
----------
CORPORATE DEBT OBLIGATIONS - 8.3%
Aerospace/Defense - 0.1%
Raytheon Co.
6.75%, 8/15/07 ............................. 32 32,235
Textron, Inc.
6.375%, 11/15/08 ........................... 25 25,473
----------
57,708
----------
Automotive - 0.0%
DaimlerChrysler North America
4.875%, 6/15/10 ............................ 25 24,370
----------
Banking - 1.0%
Barclays Bank PLC
8.55%, 6/15/11+ ............................ 75 83,928
JP Morgan Chase & Co.
6.75%, 2/01/11 ............................. 75 78,848
[Enlarge/Download Table]
Principal
Amount
Company (000) U.S.$ Value
----------------------------------------------- -------------------- --------------------
RBS Capital Trust III
5.512%, 9/29/49+ ........................... $ 105 $ 103,782
UBS Preferred Funding Trust I
8.622%, 10/01/10+ .......................... 40 44,186
UFJ Finance Aruba AEC
6.75%, 7/15/13 ............................. 100 106,717
Wachovia Capital Trust III
5.80%, 3/15/11+ ............................ 40 40,330
Washington Mutual, Inc.
4.00%, 1/15/09 ............................. 60 58,499
Wells Fargo & Co.
4.20%, 1/15/10 ............................. 35 34,097
Zions Bancorporation
5.50%, 11/16/15 ............................ 25 24,596
----------
574,983
----------
Broadcasting/Media - 0.3%
BSKYB Finance UK PLC
5.625%, 10/15/15 ........................... 40 39,176
News America, Inc.
6.55%, 3/15/33 ............................. 25 25,122
Time Warner Entertainment Co.
8.375%, 3/15/23 ............................ 60 70,389
WPP Finance Corp.
5.875%, 6/15/14 ............................ 30 29,947
----------
164,634
----------
Building/Real Estate - 0.2%
Centex Corp.
5.45%, 8/15/12 ............................. 34 33,454
iStar Financial, Inc.
5.15%, 3/01/12 ............................. 30 29,176
Simon Property Group LP
6.375%, 11/15/07 ........................... 30 30,231
Toll Brothers Finance Corp.
6.875%, 11/15/12 ........................... 25 25,777
----------
118,638
----------
Cable - 0.3%
British Sky Broadcasting Group PLC
6.875%, 2/23/09 ............................ 20 20,589
Comcast Cable Communications Holdings,
Inc.
9.455%, 11/15/22 ........................... 35 45,323
Comcast Cable Communications, Inc.
6.875%, 6/15/09 ............................ 45 46,550
Comcast Corp.
5.30%, 1/15/14 ............................. 40 39,178
5.50%, 3/15/11 ............................. 50 50,211
----------
201,851
----------
FSA-17
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Download Table]
Principal
Amount
Company (000) U.S.$ Value
------------------------------------ -------------------- --------------------
Chemicals - 0.0%
Lubrizol Corp.
4.625%, 10/01/09 ................ $ 25 $ 24,524
-----------
Communications - 0.6%
AT&T Corp.
8.00%, 11/15/31 ................. 15 18,610
British Telecommunications PLC
8.375%, 12/15/10+ ............... 80 89,281
Sprint Capital Corp.
8.375%, 3/15/12 ................. 95 105,581
Telecom Italia Capital, SA
4.00%, 1/15/10 .................. 95 90,715
Verizon Global Funding Corp.
4.90%, 9/15/15 .................. 25 23,843
-----------
328,030
-----------
Communications-Fixed - 0.1%
Embarq Corp.
6.738%, 6/01/13 ................. 5 5,117
Vodafone Group PLC
5.50%, 6/15/11 .................. 50 50,127
-----------
55,244
-----------
Communications-Mobile - 0.4%
AT&T Wireless
8.75%, 3/01/31 .................. 25 32,489
New Cingular Wireless Services, Inc.
7.875%, 3/01/11 ................. 100 109,077
TELUS Corp.
7.50%, 6/01/07 .................. 75 75,555
-----------
217,121
-----------
Energy - 0.2%
Amerada Hess Corp.
7.875%, 10/01/29 ................ 40 46,692
Duke Energy Field Services Corp.
7.875%, 8/16/10 ................. 10 10,756
Enterprise Products Operating L.P.
Series B
5.60%, 10/15/14 ................. 25 24,553
Valero Energy Corp.
6.875%, 4/15/12 ................. 45 47,579
-----------
129,580
-----------
Financial - 1.7%
American General Finance Corp.
4.625%, 5/15/09 ................. 80 78,737
Boeing Capital Corp.
4.75%, 8/25/08 .................. 35 34,734
Capital One Bank
6.50%, 6/13/13 .................. 35 36,895
[Download Table]
Principal
Amount
Company (000) U.S.$ Value
------------------------------------ -------------------- --------------------
CIT Group, Inc.
7.75%, 4/02/12 .................. $ 90 $ 99,226
Citigroup, Inc.
4.625%, 8/03/10 ................. 100 98,209
5.53%, 6/09/09 .................. 40 40,105
Core Investment Grade Trust
4.659%, 11/30/07 ................ 107 106,041
Countrywide Home Loans, Inc.
4.00%, 3/22/11 .................. 60 56,961
4.25%, 12/19/07 ................. 50 49,467
General Electric Capital Corp.
4.00%, 2/17/09 .................. 110 107,480
4.375%, 11/21/11 ................ 15 14,481
6.75%, 3/15/32 .................. 35 40,085
Goldman Sachs Group, Inc.
4.75%, 7/15/13 .................. 35 33,785
5.125%, 1/15/15 ................. 25 24,427
Household Finance Corp.
6.50%, 11/15/08 ................. 75 76,668
7.00%, 5/15/12 .................. 25 26,955
MBNA Corp.
4.625%, 9/15/08 ................. 55 54,345
Resona Preferred Global Securities
7.191%, 7/30/15+ ................ 25 26,086
-----------
1,004,687
-----------
Food/Beverage - 0.6%
Altria Group, Inc.
7.75%, 1/15/27 .................. 40 48,516
ConAgra Foods, Inc.
7.875%, 9/15/10 ................. 20 21,643
General Mills, Inc.
5.125%, 2/15/07 ................. 95 94,933
Kraft Foods, Inc.
4.125%, 11/12/09 ................ 95 92,144
5.25%, 10/01/13 ................. 50 49,368
The Kroger Co.
7.80%, 8/15/07 .................. 45 45,629
-----------
352,233
-----------
Health Care - 0.4%
Humana, Inc.
6.30%, 8/01/18 .................. 50 50,364
WellPoint, Inc.
3.50%, 9/01/07 .................. 60 59,190
3.75%, 12/14/07 ................. 18 17,716
4.25%, 12/15/09 ................. 75 72,903
Wyeth
5.50%, 2/01/14 .................. 38 38,195
-----------
238,368
-----------
FSA-18
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Download Table]
Principal
Amount
Company (000) U.S.$ Value
---------------------------------------- -------------------- --------------------
Hotel/Lodging - 0.2%
ITT Corp.
7.375%, 11/15/15 .................... $ 45 $ 46,071
Starwood Hotels & Resorts
Worldwide, Inc.
7.875%, 5/01/12 ..................... 46 48,581
-----------
94,652
-----------
Industrial - 0.1%
Tyco International Group, SA
6.00%, 11/15/13 ..................... 35 36,214
-----------
Insurance - 0.3%
Assurant, Inc.
5.625%, 2/15/14 ..................... 40 39,892
Liberty Mutual Group, Inc.
5.75%, 3/15/14 ...................... 30 29,889
Zurich Capital Trust I
8.376%, 6/01/37 ..................... 115 120,539
-----------
190,320
-----------
Metals/Mining - 0.1%
Ispat Inland ULC
9.75%, 4/01/14 ...................... 25 27,938
-----------
Paper/Packaging - 0.2%
International Paper Co.
5.30%, 4/01/15 ...................... 55 53,004
Packaging Corp. of America
5.75%, 8/01/13 ...................... 30 29,009
Westvaco Corp.
8.20%, 1/15/30 ...................... 15 16,819
Weyerhaeuser Co.
5.95%, 11/01/08 ..................... 40 40,320
-----------
139,152
-----------
Public Utilities - Electric & Gas - 0.9%
Carolina Power & Light Co.
6.50%, 7/15/12 ...................... 60 62,872
Duke Capital LLC
8.00%, 10/01/19 ..................... 45 52,315
Exelon Corp.
6.75%, 5/01/11 ...................... 50 52,226
FirstEnergy Corp.
Series B
6.45%, 11/15/11 ..................... 50 52,141
Series C
7.375%, 11/15/31 .................... 50 56,942
MidAmerican Energy Holdings Co.
5.875%, 10/01/12 .................... 30 30,538
Nisource Finance Corp.
7.875%, 11/15/10 .................... 35 37,760
[Download Table]
Principal
Amount
Company (000) U.S.$ Value
---------------------------------------- -------------------- --------------------
Pacific Gas & Electric Co.
4.80%, 3/01/14 ...................... $ 45 $ 43,134
Progress Energy, Inc.
7.10%, 3/01/11 ...................... 16 17,039
Public Service Company of Colorado
7.875%, 10/01/12 .................... 30 33,659
SPI Electricity & Gas Australia
Holdings Pty, Ltd.
6.15%, 11/15/13 ..................... 55 56,990
Xcel Energy, Inc.
7.00%, 12/01/10 ..................... 50 52,737
-----------
548,353
-----------
Public Utilities - Telephone - 0.2%
CenturyTel, Inc.
Series G
6.875%, 1/15/28 ..................... 35 33,831
Telecom Italia Capital
4.00%, 11/15/08 ..................... 25 24,346
6.375%, 11/15/33 .................... 20 18,897
Verizon New Jersey, Inc.
Series A
5.875%, 1/17/12 ..................... 35 35,456
-----------
112,530
-----------
Publishing - 0.0%
RR Donnelley & Sons Co.
4.95%, 4/01/14 ...................... 15 13,833
-----------
Service - 0.1%
Waste Management, Inc.
6.875%, 5/15/09 ..................... 50 51,688
-----------
Supermarket/Drug - 0.1%
Safeway, Inc.
4.125%, 11/01/08 .................... 18 17,581
4.80%, 7/16/07 ...................... 15 14,942
-----------
32,523
-----------
Technology - 0.2%
Cisco Systems, Inc.
5.25%, 2/22/11 ...................... 20 20,050
IBM Corp.
4.375%, 6/01/09 ..................... 15 14,742
Motorola, Inc.
7.625%, 11/15/10 .................... 5 5,384
Oracle Corp.
5.25%, 1/15/16 ...................... 90 88,101
-----------
128,277
-----------
Total Corporate Debt Obligations ....... 4,867,451
-----------
FSA-19
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Principal
Amount
Company (000) U.S.$ Value
-------------------------------------------- --------------------- ----------------------
COMMERCIAL MORTGAGE BACKED SECURITIES - 5.2%
Banc of America Commercial Mortgage, Inc.
Series 2004-4, Class A3
4.128%, 7/10/42 ......................... $ 90 $ 87,497
Series 2004-6, Class A2
4.161%, 12/10/42 ........................ 120 116,599
Series 2005-6, Class A4
5.181%, 9/10/47+ ........................ 140 139,113
Series 2001-PB1, Class A2
5.787%, 5/11/35 ......................... 78 79,536
Bear Stearns Commercial Mortgage
Securities, Inc.
Series 2005-PWR7, Class A3
5.116%, 2/11/41+ ........................ 120 118,400
Citigroup Commercial Mortgage Trust
Series 2004-C1, Class A4
5.53%, 4/15/40+ ......................... 145 146,028
Credit Suisse First Boston Mortgage
Securities Corp.
Series 2003-CK2, Class A2
3.861%, 3/15/36 ......................... 80 78,263
Series 2004-C1, Class A4
4.75%, 1/15/37 .......................... 45 43,459
Credit Suisse Mortgage Capital Certificates
Series 2006-C4, Class A3
5.467%, 9/15/39 ......................... 135 136,039
Series 2006-C3, Class A3
5.828%, 6/15/38+ ........................ 110 114,373
CS First Boston Mortgage Securities Corp.
Series 2005-C1, Class A4
5.014%, 2/15/38+ ........................ 105 102,814
GE Capital Commercial Mortgage Corp.
Series 2005-C3, Class A3FX
4.863%, 7/10/45 ......................... 90 88,905
Greenwich Capital Commercial Funding Corp.
Series 2003-C1, Class A4
4.111%, 7/05/35 ......................... 100 93,967
Series 2005-GG3, Class A2
4.305%, 8/10/42 ......................... 125 121,688
GS Mortgage Securities Corp. II
Series 2004-GG2, Class A6
5.396%, 8/10/38+ ........................ 100 100,380
JP Morgan Chase Commercial Mortgage
Securities Corp.
Series 2005-LDP4, Class A2
4.79%, 10/15/42 ......................... 110 108,332
Series 2005-LDP3, Class A2
4.851%, 8/15/42 ......................... 80 78,967
Series 2005-LDP5, Class A2
5.198%, 12/15/44 ........................ 75 74,839
[Enlarge/Download Table]
Principal
Amount
Company (000) U.S.$ Value
-------------------------------------------- --------------------- ----------------------
Series 2006-CB14, Class A4
5.481%, 12/12/44+ ....................... $ 40 $ 40,380
Series 2006-CB15, Class A4
5.814%, 6/12/43+ ........................ 25 25,857
LB-UBS Commercial Mortgage Trust
Series 2003-C3, Class A4
4.166%, 5/15/32 ......................... 90 84,791
Series 2004-C8, Class A2
4.201%, 12/15/29 ........................ 95 92,435
Series 2005-C1, Class A4
4.742%, 2/15/30 ......................... 85 81,879
Series 2004-C4, Class A4
5.133%, 6/15/29+ ........................ 35 35,330
Series 2006-C1, Class A4
5.156%, 2/15/31 ......................... 115 113,607
Series 2005-C7, Class A4
5.197%, 11/15/30+ ....................... 65 64,441
Series 2006-C6, Class A4
5.372%, 9/15/39 ......................... 125 125,210
Series 2006-C3, Class A4
5.661%, 3/15/39+ ........................ 120 122,885
Series 2006-C4, Class A4
5.899%, 6/15/38+ ........................ 110 115,060
Merrill Lynch Mortgage Trust
Series 2005-CKI1, Class A6
5.244%, 11/12/37+ ....................... 55 54,911
Merrill Lynch/Countrywide Commercial
Mortgage Trust
Series 2006-2, Class A4
5.91%, 6/12/46+ ......................... 30 31,352
Morgan Stanley Capital I
Series 2005-T17, Class A5
4.78%, 12/13/41 ......................... 145 140,086
Series 2005-HQ5, Class A4
5.168%, 1/14/42 ......................... 70 69,199
-----------
Total Commercial Mortgage Backed
Securities ............................. 3,026,622
-----------
COLLATERALIZED MORTGAGE OBLIGATIONS - 2.4%
Bear Stearns Alt-A Trust
Series 2006-1, Class 22A1
5.45%, 2/25/36+ ......................... 109 108,695
Series 2005-10, Class 24A1
6.00%, 1/25/36+ ......................... 75 75,738
Series 2006-2, Class 23A1
6.00%, 3/25/36+ ......................... 78 78,212
Series 2006-3, Class 22A1
6.25%, 5/25/36+ ......................... 51 51,653
Citigroup Mortgage Loan Trust, Inc.
Series 2006-AR1, Class 3A1
FSA-20
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Continued)
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Principal
Amount
Company (000) U.S.$ Value
--------------------------------------------- -------------------- --------------------
5.50%, 3/25/36+ .......................... $ 136 $ 135,168
Countrywide Alternative Loan Trust
Series 2006-OA14, Class 3A1
4.459%, 11/25/46 ......................... 114 113,899
Series 2005-62, Class 2A1
5.282%, 12/25/35+ ........................ 62 61,646
Indymac Index Mortgage Loan Trust
Series 2006-AR7, Class 4A1
6.265%, 5/25/36+ ......................... 54 54,628
Merrill Lynch Mortgage Investors, Inc.
Series 2005-A8, Class A1C1
5.25%, 8/25/36+ .......................... 76 75,707
Series 2006-A1, Class 2A1
6.23%, 3/25/36+ .......................... 84 85,468
Rali 2007-qs1 A1
6.00%, 1/25/37 ........................... 80 80,784
Residential Funding Mortgage Securities, Inc.
Series 2005-SA3, Class 3A
5.249%, 8/25/35+ ......................... 76 75,304
Structured Adjustable Rate Mortgage
Loan Trust
Series 2006-3, Class 2A1
6.008%, 4/25/36+ ......................... 68 69,031
Washington Mutual, Inc.
Series 2005-AR2, Class 2A22
5.57%, 1/25/45+ .......................... 23 22,961
Wells Fargo Mortgage Backed Securities Trust
Series 2006-AR11, Class A4
5.539%, 8/25/36+ ......................... 136 135,506
----------
1,224,400
----------
Federal Agency - CMO's - 0.3%
Freddie Mac Reference REMIC
Series 2006-R007, Class AC
5.875%, 5/15/16 .......................... 173 172,918
----------
Total Collateralized Mortgage
Obligations ............................. 1,397,318
----------
ASSET BACKED SECURITIES - 1.5%
Asset Backed Funding Certificates
Series 2003-WF1, Class A2
6.07%, 12/25/32 .......................... 33 33,270
Bear Stearns Asset Backed Securities, Inc.
Series 2005-SD1, Class 1A1
5.50%, 4/25/22+ .......................... 19 18,549
Capital Auto Receivables Asset Trust
Series 2005-SN1A, Class A3A
4.10%, 6/15/08 ........................... 83 82,360
Capital One Prime Auto Receivables Trust
Series 2005-1, Class A3
4.32%, 8/15/09 ........................... 126 125,188
[Enlarge/Download Table]
Principal
Amount
Company (000) U.S.$ Value
--------------------------------------------- -------------------- --------------------
Citifinancial Mortgage Securities, Inc.
Series 2003-1, Class AFPT
3.36%, 1/25/33+ .......................... $ 23 $ 20,899
Credit-Based Asset Servicing and
Securities, Inc.
Series 2003-CB1, Class AF
3.45%, 1/25/33+ .......................... 48 46,292
Series 2005-CB7, Class AF2
5.15%, 11/25/35+ ......................... 50 49,688
Home Equity Mortgage Trust
Series 2005-4, Class A3
4.742%, 1/25/36+ ......................... 60 59,405
Series 2006-1, Class A2
5.3%, 5/25/36+ ........................... 25 25,216
Indymac Residential Asset Backed Trust
Series 2006-D, Class 2A2
5.43%, 11/25/36 .......................... 115 115,002
Master Asset Backed Securities Trust
Series 2006-NC2, Class A3
5.46%, 8/25/36 ........................... 110 109,984
MBNA Credit Card Master Note Trust
Series 2003-A6, Class A6
2.75%, 10/15/10 .......................... 50 48,395
RAAC Series
Series 2006-SP3, Class A1
5.40%, 8/25/36+ .......................... 49 48,794
Residential Asset Securities Corp.
Series 2003-KS3, Class A2
5.65%, 5/25/33+ .......................... 9 8,652
Series 2002-KS7, Class A2
5.72%, 11/25/32 .......................... 14 13,894
Residential Funding Mortgage
Securities II, Inc.
Series 2005-HI2, Class A3
4.46%, 5/25/35 ........................... 55 54,317
----------
Total Asset Backed Securities ............... 859,905
----------
SOVEREIGN DEBT OBLIGATIONS - 0.8%
Mexico - 0.8%
United Mexican States
5.625%, 1/15/17 .......................... 316 316,316
7.50%, 1/14/12 ........................... 140 153,440
----------
Total Sovereign Debt Obligations ............ 469,756
----------
Total Long-Term Debt Securities
(amortized cost $21,697,599)............. 21,676,577
----------
SHORT-TERM DEBT SECURITIES - 4.1%
Time Deposit - 2.1%
JPMorgan Nassau
4.72%, 1/03/07 ........................... 1,228 1,228,449
----------
FSA-21
--------------------------------------------------------------------------------
Separate Account No. 10 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Concluded)
--------------------------------------------------------------------------------
[Download Table]
Principal
Amount
Company (000) U.S.$ Value
--------------------------------- -------------------- --------------------
U.S. Government and Government
Sponsored Agency Obligations - 2.0%
Federal Home Loan Bank
Zero Coupon, 2/07/07 ......... $ 355 $ 350,683
Federal Home Loan Mortgage Corp.
Zero Coupon, 2/28/07 ......... 410 405,447
Federal National Mortgage Association
Zero Coupon, 1/11/07 ......... 410 406,989
-----------
Total Short-Term Debt Securities
(amortized cost $2,391,568) 2,391,568
-----------
[Download Table]
Principal
Amount
Company (000) U.S.$ Value
--------------------------------- -------------------- --------------------
Total Investments - 103.6%
(cost/amortized cost
$51,273,190)................. $60,550,786
Other assets less liabilities -
(3.6)% ...................... (2,083,851)
-----------
Net Assets - 100.0% ............. $58,466,935
===========
+ Variable rate coupon, rate shown as of December 31, 2006.
(a) Non-income producing security.
Glossary:
ADR - American Depositary Receipt
TBA - To Be Announced
TIPS - Treasury Inflation Protected Security
The accompanying notes are an integral part of these financial statements.
FSA-22
--------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
Statement of Assets and Liabilities
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Assets:
Investments (Notes 2 and 3):
Common stocks -- at value (cost: $480,976,680)........................... $599,320,605
Short-term debt securities -- at value (amortized cost: $4,413,684)...... 4,413,684
Interest and dividends receivable ........................................ 265,150
-------------------------------------------------------------------------- ------------
Total assets ............................................................. 603,999,439
-------------------------------------------------------------------------- ------------
Liabilities:
Due to AXA Equitable's General Account ................................... 1,264,672
Due to custodian ......................................................... 3,776,178
Accrued expenses ......................................................... 732,097
-------------------------------------------------------------------------- ------------
Total liabilities ........................................................ 5,772,947
-------------------------------------------------------------------------- ------------
Net Assets ............................................................... $598,226,492
========================================================================== ============
Amount retained by AXA Equitable in Separate Account No. 4 ............... $ 2,478,937
Net assets attributable to contract owners ............................... 555,154,312
Net assets allocated to contracts in payout period ....................... 40,593,243
-------------------------------------------------------------------------- ------------
Net Assets ............................................................... $598,226,492
========================================================================== ============
[Download Table]
Units Outstanding Unit Values
------------------- --------------
Institutional ............. 34,867 $ 8,262.03
RIA ....................... 15,278 775.87
Momentum Strategy ......... 987 99.86
MRP ....................... 124,951 312.73
ADA ....................... 651,516 382.55
EPP ....................... 12,151 800.76
The accompanying notes are an integral part of these financial statements.
FSA-23
--------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
Statement of Operations
Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Investment Income (Note 2):
Dividends (net of foreign taxes withheld of $33,737).................... $ 4,377,570
Interest ............................................................... 216,608
------------------------------------------------------------------------ -------------
Total investment income ................................................ 4,594,178
------------------------------------------------------------------------ -------------
Expenses (Note 5):
Investment management fees ............................................. (1,241,035)
Operating and expense charges .......................................... (2,422,872)
------------------------------------------------------------------------ -------------
Total expenses ......................................................... (3,663,907)
------------------------------------------------------------------------ -------------
Net investment income .................................................. 930,271
------------------------------------------------------------------------ -------------
Realized and Unrealized Gain (Loss) on Investments (Note 2):
Realized gain from security and foreign currency transactions .......... 56,761,166
Change in unrealized appreciation /depreciation of investments ......... (66,038,126)
------------------------------------------------------------------------ -------------
Net realized and unrealized loss on investments ........................ (9,276,960)
------------------------------------------------------------------------ -------------
Net Decrease in Net Assets Attributable to Operations .................. $ (8,346,689)
======================================================================== =============
The accompanying notes are an integral part of these financial statements.
FSA-24
--------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Year Ended December 31,
2006 2005
----------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets:
From Operations:
Net investment income (loss) ................................................. $ 930,271 $ (540,001)
Net realized gain on investments and foreign currency transactions ........... 56,761,166 74,925,731
Change in unrealized appreciation/depreciation of investments ................ (66,038,126) 6,608,967
------------------------------------------------------------------------------ -------------- --------------
Net increase (decrease) in net assets attributable to operations ............. (8,346,689) 80,994,697
------------------------------------------------------------------------------ -------------- --------------
From Contributions and Withdrawals:
Contributions ................................................................ 66,014,546 76,456,922
Withdrawals .................................................................. (194,988,188) (151,318,308)
Asset management fees ........................................................ (991,775) (1,067,272)
Administrative fees .......................................................... (107,770) (345,104)
------------------------------------------------------------------------------ -------------- --------------
Net decrease in net assets attributable to contributions and withdrawals ..... (130,073,187) (76,273,762)
------------------------------------------------------------------------------ -------------- --------------
Net increase in net assets attributable to AXA Equitable's transactions ...... 1,551 6,187
------------------------------------------------------------------------------ -------------- --------------
Increase (decrease) in Net Assets ............................................ (138,418,325) 4,727,121
Net Assets -- Beginning of Year .............................................. 736,644,817 731,917,696
------------------------------------------------------------------------------ -------------- --------------
Net Assets -- End of Year .................................................... $ 598,226,492 $ 736,644,817
============================================================================== ============== ==============
The accompanying notes are an integral part of these financial statements.
FSA-25
--------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006
--------------------------------------------------------------------------------
[Download Table]
Company Shares U.S. $ Value
------------------------------------------ ------------------- ---------------
COMMON STOCKS - 100.2%
Finance - 26.1%
Banking - Money Center - 2.7%
JPMorgan Chase & Co. ..................... 327,157 $15,801,683
-----------
Brokerage & Money Management - 15.3%
The Charles Schwab Corp. ................. 608,970 11,777,480
Goldman Sachs Group, Inc. ................ 129,410 25,797,883
Greenhill & Co., Inc. .................... 154,050 11,368,890
Legg Mason, Inc. ......................... 287,000 27,279,350
Merrill Lynch & Co., Inc. ................ 162,740 15,151,094
-----------
91,374,697
-----------
Insurance - 3.3%
American International Group,
Inc. (a) ............................. 277,960 19,918,614
-----------
Miscellaneous - 4.8%
Chicago Mercantile Exchange
Holdings, Inc.-Class A ............... 19,958 10,173,591
Citigroup, Inc. .......................... 214,800 11,964,360
NYSE Group, Inc. (a) ..................... 31,990 3,109,428
State Street Corp. ....................... 52,300 3,527,112
-----------
28,774,491
-----------
155,869,485
-----------
Technology - 25.0%
Communication Equipment - 3.0%
QUALCOMM, Inc. ........................... 475,380 17,964,610
-----------
Communication Services - 0.7%
Monster Worldwide, Inc. (a) .............. 84,280 3,930,819
-----------
Computer Hardware/Storage - 6.0%
Apple Computer, Inc. (a) ................. 304,070 25,797,299
Sun Microsystems, Inc. (a) ............... 1,915,400 10,381,468
-----------
36,178,767
-----------
Computer Peripherals - 1.1%
Network Appliance, Inc. (a) .............. 171,270 6,727,486
-----------
Computer Services - 0.8%
Cognizant Technology Solutions
Corp.-Class A (a) .................... 38,700 2,986,092
Euronet Worldwide, Inc. (a) .............. 52,740 1,565,850
-----------
4,551,942
-----------
Internet Media - 4.6%
Google, Inc.-Class A (a) ................. 59,570 27,430,794
-----------
Miscellaneous - 2.0%
Amphenol Corp.-Class A ................... 193,990 12,042,899
-----------
Semiconductor Components - 6.5%
Advanced Micro Devices, Inc. (a) ......... 720,020 14,652,407
Broadcom Corp.-Class A (a) ............... 413,280 13,353,077
NVIDIA Corp. (a) ......................... 289,330 10,708,103
-----------
38,713,587
-----------
[Download Table]
Company Shares U.S. $ Value
------------------------------------------ ------------------- ---------------
Software - 0.3%
SAP AG (ADR) ............................. 38,750 $ 2,057,625
-----------
149,598,529
-----------
Consumer Services - 18.4%
Apparel - 2.8%
Coach, Inc. (a) .......................... 151,740 6,518,751
Under Armour, Inc.-Class A (a) ........... 201,040 10,142,468
-----------
16,661,219
-----------
Broadcasting & Cable - 2.9%
Comcast Corp.-Class A (a) ................ 406,900 17,224,077
-----------
Miscellaneous - 6.5%
CB Richard Ellis Group, Inc.-
Class A (a) .......................... 510,450 16,946,940
Corporate Executive Board Co. ............ 139,350 12,220,995
Iron Mountain, Inc. (a) .................. 88,900 3,675,126
Strayer Education, Inc. .................. 55,900 5,928,195
-----------
38,771,256
-----------
Restaurants & Lodging - 1.2%
Chipotle Mexican Grill, Inc.-Class A
(a) .................................. 128,400 7,318,800
-----------
Retail - General Merchandise - 5.0%
Coldwater Creek, Inc. (a) ................ 171,230 4,198,559
Dick's Sporting Goods, Inc. (a) .......... 244,490 11,977,565
Kohl's Corp. (a) ......................... 201,290 13,774,275
-----------
29,950,399
-----------
109,925,751
-----------
Health Care - 18.0%
Biotechnology - 6.5%
Genentech, Inc. (a) ...................... 303,120 24,592,126
Gilead Sciences, Inc. (a) ................ 215,760 14,009,297
-----------
38,601,423
-----------
Drugs - 3.7%
Merck & Co. Inc. ......................... 213,800 9,321,680
Teva Pharmaceutical Industries Ltd.
(ADR) ................................ 413,450 12,850,026
-----------
22,171,706
-----------
Medical Products - 1.4%
Alcon, Inc. .............................. 76,220 8,519,109
-----------
Medical Services - 6.4%
Medco Health Solutions, Inc. (a) ......... 83,850 4,480,944
UnitedHealth Group, Inc. ................. 120,500 6,474,465
WellPoint, Inc. (a) ...................... 347,170 27,318,807
-----------
38,274,216
-----------
107,566,454
-----------
Energy - 4.1%
Oil Service - 4.1%
Schlumberger, Ltd. ....................... 392,070 24,763,141
-----------
FSA-26
--------------------------------------------------------------------------------
Separate Account No. 4 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Concluded)
--------------------------------------------------------------------------------
[Download Table]
Company Shares U.S. $ Value
---------------------------------- --------- --------------
Aerospace & Defense - 3.1%
Aerospace - 3.1%
Boeing Co. (a) ................... 206,630 $18,357,009
-----------
Capital Goods - 1.7%
Electrical Equipment - 1.7%
Ametek, Inc. ..................... 148,335 4,722,987
Emerson Electric Co. ............. 128,600 5,667,402
-----------
10,390,389
-----------
Multi-Industry Companies - 1.7%
Multi-Industry Companies - 1.7%
Danaher Corp. .................... 139,300 10,090,892
-----------
Consumer Staples - 1.1%
Household Products - 0.6%
Procter & Gamble Co. ............. 51,030 3,279,698
-----------
Retail - Food & Drug - 0.5%
Whole Foods Market, Inc. ......... 69,400 3,256,942
-----------
6,536,640
-----------
Consumer Manufacturing - 1.0%
Building & Related - 1.0%
NVR, Inc. (a) .................... 9,647 6,222,315
-----------
Total Common Stocks - 100.2%
(cost $480,976,680).............. 599,320,605
-----------
[Download Table]
Principal
Amount
Company (000) U.S.$ Value
--------------------------------------- ---------- ----------------
SHORT-TERM DEBT SECURITIES - 0.7%
Time Deposit - 0.7%
JPMorgan Nassau
4.72%, 1/3/2007 .................... $4,414 $ 4,413,684
------------
Total Short-Term Debt
Securities - 0.7 %
(amortized cost $4,413,684)......... 4,413,684
------------
Total Investments - 100.9%
(cost/amortized cost
$485,390,364)..................... 603,734,289
Other assets less
liabilities - (0.9)% .............. (5,507,797)
------------
Net Assets - 100.0% ................... $598,226,492
============
(a) Non-income producing security.
Glossary:
ADR - American Depositary Receipt
The accompanying notes are an integral part of these financial statements.
FSA-27
--------------------------------------------------------------------------------
Separate Account No. 3 (Pooled)
of AXA Equitable Life Insurance Company
Statement of Assets and Liabilities
December 31, 2006
--------------------------------------------------------------------------------
[Download Table]
Assets:
Investments (Notes 2 and 3):
Common stocks -- at value (cost: $96,765,590)........................ $97,554,604
Short-Term debt securities--at value (cost $1,000,108)............... 1,000,108
Receivable for investment securities sold ............................ 76,672
---------------------------------------------------------------------- -----------
Total assets ......................................................... 98,631,384
---------------------------------------------------------------------- -----------
Liabilities:
Payable for investment securities purchased .......................... 98,990
Due to AXA Equitable Life's General Account .......................... 563,683
Due to custodian ..................................................... 856,358
Accrued expenses ..................................................... 114,094
---------------------------------------------------------------------- -----------
Total liabilities .................................................... 1,633,125
---------------------------------------------------------------------- -----------
Net Assets Attributable to Contractowners or in Accumulation ......... $96,998,259
====================================================================== ===========
[Download Table]
Units Outstanding Unit Values
------------------- ---------------
Institutional ............. 2,451 $ 28,206.63
RIA ....................... 21,547 264.82
Momentum Strategy ......... 4,994 96.14
MRP ....................... 386,546 55.94
EPP ....................... -- 264.82
The accompanying notes are an integral part of these financial statements.
FSA-28
--------------------------------------------------------------------------------
Separate Account No. 3 (Pooled)
of AXA Equitable Life Insurance Company
Statement of Operations
Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Investment Income (Note 2):
Dividends .............................................................. $ 412,242
Interest ............................................................... 24,766
------------------------------------------------------------------------ ------------
Total investment income ................................................ 437,008
------------------------------------------------------------------------ ------------
Expenses (Note 5):
Investment management fees ............................................. (148,917)
Operating and expense charges .......................................... (349,922)
------------------------------------------------------------------------ ------------
Total expenses ......................................................... (498,839)
------------------------------------------------------------------------ ------------
Net investment loss .................................................... (61,831)
------------------------------------------------------------------------ ------------
Realized and Unrealized Gain (Loss) on Investments (Note 2):
Realized gain from security and foreign currency transactions .......... 6,591,200
Change in unrealized appreciation /depreciation of investments ......... (5,091,703)
------------------------------------------------------------------------ ------------
Net realized and unrealized gain on investments ........................ 1,499,497
------------------------------------------------------------------------ ------------
Net Increase in Net Assets Attributable to Operations .................. $ 1,437,666
======================================================================== ============
The accompanying notes are an integral part of these financial statements.
FSA-29
--------------------------------------------------------------------------------
Separate Account No. 3 (Pooled)
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Year Ended December 31,
2006 2005
------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets:
From Operations:
Net investment loss ................................................................... $ (61,831) $ (380,215)
Net realized gain on investments and foreign currency transactions .................... 6,591,200 16,614,068
Change in unrealized appreciation/depreciation of investments ......................... (5,091,703) (9,259,982)
--------------------------------------------------------------------------------------- ------------- -------------
Net increase in net assets attributable to operations ................................. 1,437,666 6,973,871
--------------------------------------------------------------------------------------- ------------- -------------
From Contributions and Withdrawals:
Contributions ......................................................................... 24,287,669 26,183,587
Withdrawals ........................................................................... (39,880,442) (43,124,714)
Asset management fees ................................................................. (210,534) (212,299)
Administrative fees ................................................................... (11,005) (84,867)
--------------------------------------------------------------------------------------- ------------- -------------
Net decrease in net assets attributable to contributions and withdrawals .............. (15,814,312) (17,238,293)
--------------------------------------------------------------------------------------- ------------- -------------
Decrease in Net Assets ................................................................ (14,376,646) (10,264,422)
Net Assets Attributable to Contractowners or in Accumulation -- Beginning of Year ..... 111,374,905 121,639,327
--------------------------------------------------------------------------------------- ------------- -------------
Net Assets Attributable to Contractowners or in Accumulation -- End of Year ........... $ 96,998,259 $ 111,374,905
======================================================================================= ============= =============
The accompanying notes are an integral part of these financial statements.
FSA-30
--------------------------------------------------------------------------------
Separate Account No. 3 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006
--------------------------------------------------------------------------------
[Download Table]
Company Shares U.S. $ Value
------------------------------------------- ------------------- ---------------
COMMON STOCKS - 100.6%
Technology - 54.1%
Communication Equipment - 8.4%
JDS Uniphase Corp. (a) .................... 238,991 $3,981,590
Juniper Networks, Inc. (a) ................ 221,618 4,197,445
----------
8,179,035
----------
Communication Services - 8.2%
Level 3 Communications, Inc. (a) .......... 635,091 3,556,510
Monster Worldwide, Inc. (a) ............... 41,430 1,932,295
NeuStar, Inc.-Class A (a) ................. 75,775 2,458,141
----------
7,946,946
----------
Computer Hardware/Storage - 1.1%
Sun Microsystems, Inc. (a) ................ 187,800 1,017,876
----------
Computer Peripherals - 1.4%
Network Appliance, Inc. (a) ............... 35,081 1,377,982
----------
Internet Media - 2.6%
Move, Inc. (a) ............................ 459,577 2,532,269
----------
Miscellaneous - 1.9%
Itron, Inc. (a) ........................... 25,750 1,334,880
Trimble Navigation Ltd. (a) ............... 10,450 530,128
----------
1,865,008
----------
Semiconductor Capital Equipment - 10.0%
Cymer, Inc. (a) ........................... 36,360 1,598,022
Formfactor, Inc. (a) ...................... 53,184 1,981,104
KLA-Tencor Corp. .......................... 73,995 3,681,251
Lam Research Corp. (a) .................... 48,116 2,435,632
----------
9,696,009
----------
Semiconductor Components - 13.6%
Advanced Micro Devices, Inc. (a) .......... 199,206 4,053,842
Broadcom Corp.-Class A (a) ................ 93,608 3,024,475
International Rectifier Corp. (a) ......... 30,500 1,175,165
Netlogic Microsystems, Inc. (a) ........... 96,430 2,091,567
Silicon Laboratories, Inc. (a) ............ 81,939 2,839,186
----------
13,184,235
----------
Software - 6.9%
NAVTEQ Corp. (a) .......................... 70,271 2,457,377
Red Hat, Inc. (a) ......................... 140,130 3,222,990
Salesforce.com, Inc. (a) .................. 27,200 991,440
----------
6,671,807
----------
52,471,167
----------
Consumer Services - 21.1%
Advertising - 1.2%
Audible, Inc. (a) ......................... 140,569 1,114,712
----------
Airlines - 2.1%
Continental Airlines, Inc.-
Class B (a) ........................... 49,150 2,027,437
----------
[Download Table]
Company Shares U.S. $ Value
------------------------------------------- ------------------- ---------------
Apparel - 1.6%
Under Armour, Inc.-Class A (a) ............ 11,500 $ 580,175
Urban Outfitters, Inc. (a) ................ 43,130 993,284
----------
1,573,459
----------
Broadcasting & Cable - 4.1%
XM Satellite Radio Holdings, Inc.-
Class A (a) ........................... 272,708 3,940,631
----------
Entertainment & Leisure - 1.1%
Wynn Resorts Ltd. ......................... 11,850 1,112,122
----------
Gaming - 0.9%
Melco PBL Entertainment Macau
Ltd. (ADR) (a) ........................ 39,010 829,353
----------
Miscellaneous - 5.8%
Apollo Group, Inc.-Class A (a) ............ 62,718 2,444,121
Shanda Interactive Entertainment
Ltd. (ADR) (a) ........................ 147,508 3,196,498
----------
5,640,619
----------
Printing & Publishing - 1.0%
VistaPrint, Ltd. (a) ...................... 29,850 988,333
----------
Restaurants & Lodging - 1.3%
Chipotle Mexican Grill, Inc.-
Class A (a) ........................... 22,260 1,268,820
----------
Retail - General Merchandise - 2.0%
Coldwater Creek, Inc. (a) ................. 80,930 1,984,404
----------
20,479,890
----------
Health Care - 14.0%
Biotechnology - 7.3%
Affymetrix, Inc. (a) ...................... 102,239 2,357,631
Applera Corp. - Celera Group (a) .......... 120,259 1,682,423
Compugen Ltd. (a) ......................... 233,860 605,697
deCODE genetics, Inc. (a) ................. 160,850 728,651
Illumina, Inc. (a) ........................ 13,300 522,823
Vertex Pharmaceuticals, Inc. (a) .......... 32,030 1,198,563
----------
7,095,788
----------
Medical Products - 4.1%
Cerus Corp. (a) ........................... 223,475 1,309,564
Given Imaging Ltd. (a) .................... 138,780 2,685,393
----------
3,994,957
----------
Medical Services - 2.6%
Cepheid, Inc. (a) ......................... 290,826 2,472,021
----------
13,562,766
----------
Finance - 9.9%
Brokerage & Money Management - 3.4%
International Securities Exchange
Holdings, Inc.-Class A ................ 39,953 1,869,400
TD Ameritrade Holding Corp. ............... 87,483 1,415,475
----------
3,284,875
----------
FSA-31
--------------------------------------------------------------------------------
Separate Account No. 3 (Pooled)
of AXA Equitable Life Insurance Company
Portfolio of Investments -- December 31, 2006 (Concluded)
--------------------------------------------------------------------------------
[Download Table]
Company Shares U.S. $ Value
---------------------------------------- -------- -------------
Miscellaneous - 6.5%
Chicago Mercantile Exchange
Holdings, Inc.-Class A ............. 4,061 $2,070,095
Nasdaq Stock Market, Inc. (a) .......... 88,833 2,735,168
NYSE Group, Inc. (a) ................... 15,270 1,484,244
----------
6,289,507
----------
9,574,382
----------
Consumer Staples - 1.0%
Miscellaneous - 1.0%
Panera Bread Co.-Class A (a) ........... 17,690 989,048
----------
Energy - 0.5%
Miscellaneous - 0.5%
Energy Conversion Devices, Inc. (a)..... 14,048 477,351
----------
Total Common Stocks - 100.6%
(cost $96,765,590)................... 97,554,604
----------
[Download Table]
Principal
Amount
Company (000) U.S.$ Value
-------------------------------------- ---------- ---------------
SHORT-TERM DEBT SECURITIES - 1.0%
Time Deposit - 1.0%
JPMorgan Nassau
4.72%, 1/3/2007 ................... $1,000 $ 1,000,108
------------
Total Short-Term Debt Securities - 1.0 %
(amortized cost $1,000,108)........ 1,000,108
------------
Total Investments - 101.6%
(cost/amortized cost
$96,765,698)..................... 98,554,712
------------
Other assets less
liabilities - (1.6)% ............. (1,556,453)
------------
Net Assets - 100.0% .................. $ 96,998,259
============
(a) Non-income producing security.
Glossary:
ADR - American Depositary Receipt
The accompanying notes are an integral part of these financial statements.
FSA-32
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Assets and Liabilities
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
----------------------------------------------------- ----------------- -----------------
AXA Premier VIP AXA Premier VIP
High Yield Technology
----------------------------------------------------- ----------------- -----------------
Assets:
Investments in shares of The Trust - at fair
value .............................................. $ 458,249 $ 2,366,266
Receivable for Trust shares sold .................... 388 --
Receivable for policy-related transactions .......... -- 26,684
----------------------------------------------------- --------- -----------
Total assets ..................................... 458,637 2,392,950
----------------------------------------------------- --------- -----------
Liabilities:
Payable for Trust shares purchased .................. -- 35
Payable for policy-related transactions ............. 771 --
----------------------------------------------------- --------- -----------
Total liabilities ................................ 771 35
----------------------------------------------------- --------- -----------
Net assets .......................................... $ 457,866 $ 2,392,915
===================================================== ========= ===========
Accumulation Units .................................. 457,866 2,392,915
Retained by Equitable Life in Separate Account
No. 66 ............................................. -- --
----------------------------------------------------- --------- -----------
Total net assets .................................... $ 457,866 $ 2,392,915
===================================================== ========= ===========
Investment in shares of the Trust - at cost ......... $ 461,473 $ 2,016,256
Trust shares held
Class A ............................................ 81,707 --
Class B ............................................ -- 215,553
Units outstanding (000's):
MRP ................................................ -- 157
RIA ................................................ 2 3
Unit value:
MRP ................................................ $ -- $ 12.67
RIA ................................................ $ 215.33 $ 130.71
------------------------------------------------------ --------------------- ---------------------
EQ/AllianceBernstein
EQ/AllianceBernstein Intermediate
Growth Government
and Income Securities
------------------------------------------------------ --------------------- ---------------------
Assets:
Investments in shares of The Trust - at fair
value .............................................. $ 4,242,068 $ 2,768,397
Receivable for Trust shares sold .................... 2,966 --
Receivable for policy-related transactions .......... -- --
------------------------------------------------------ ----------- -----------
Total assets ..................................... 4,245,034 2,768,397
------------------------------------------------------ ----------- -----------
Liabilities:
Payable for Trust shares purchased .................. -- 458
Payable for policy-related transactions ............. 3,002 25,623
------------------------------------------------------ ----------- -----------
Total liabilities ................................ 3,002 26,081
------------------------------------------------------ ----------- -----------
Net assets .......................................... $ 4,242,032 $ 2,742,316
====================================================== =========== ===========
Accumulation Units .................................. 4,242,032 2,742,316
Retained by Equitable Life in Separate Account
No. 66 ............................................. -- --
------------------------------------------------------ ----------- -----------
Total net assets .................................... $ 4,242,032 $ 2,742,316
====================================================== =========== ===========
Investment in shares of the Trust - at cost ......... $ 3,720,114 $ 2,860,157
Trust shares held
Class A ............................................ 203,685 35,890
Class B ............................................ -- 25,825
Units outstanding (000's):
MRP ................................................ -- 232
RIA ................................................ 10 2
Unit value:
MRP ................................................ $ -- $ 10.44
RIA ................................................ $ 422.46 $ 188.96
The accompanying notes are an integral part of these financial statements.
FSA-33
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Assets and Liabilities (Continued)
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
----------------------------------------------------- ----------------------
EQ/AllianceBernstein
International
----------------------------------------------------- ----------------------
Assets:
Investments in shares of The Trust - at fair
value .............................................. $ 25,202,848
Receivable for Trust shares sold .................... 4,930
Receivable for policy-related transactions .......... --
----------------------------------------------------- ------------
Total assets ..................................... 25,207,778
----------------------------------------------------- ------------
Liabilities:
Payable for Trust shares purchased .................. --
Payable for policy-related transactions ............. 16,326
----------------------------------------------------- ------------
Total liabilities ................................ 16,326
----------------------------------------------------- ------------
Net assets .......................................... $ 25,191,452
===================================================== ============
Accumulation Units .................................. 25,191,452
Retained by Equitable Life in Separate Account
No. 66 ............................................. --
----------------------------------------------------- ------------
Total net assets .................................... $ 25,191,452
===================================================== ============
Investment in shares of the Trust - at cost ......... $ 18,342,874
Trust shares held
Class A ............................................ 1,747,878
Class B ............................................ --
Units outstanding (000's):
MRP ................................................ 919
RIA ................................................ 16
Unit value:
MRP ................................................ $ 23.73
RIA ................................................ $ 207.19
------------------------------------------------------ --------------------- ---------------------- ---------------------
EQ/AllianceBernstein
EQ/AllianceBernstein EQ/AllianceBernstein Small Cap
Large Cap Growth Quality Bond Growth
------------------------------------------------------ --------------------- ---------------------- ---------------------
Assets:
Investments in shares of The Trust - at fair
value .............................................. $ 273,331 $ 551,182 $ 982,710
Receivable for Trust shares sold .................... 236 484 671
Receivable for policy-related transactions .......... -- -- --
------------------------------------------------------ --------- --------- ---------
Total assets ..................................... 273,567 551,666 983,381
------------------------------------------------------ --------- --------- ---------
Liabilities:
Payable for Trust shares purchased .................. -- -- --
Payable for policy-related transactions ............. 236 483 669
------------------------------------------------------ --------- --------- ---------
Total liabilities ................................ 236 483 669
------------------------------------------------------ --------- --------- ---------
Net assets .......................................... $ 273,331 $ 551,183 $ 982,712
====================================================== ========= ========= =========
Accumulation Units .................................. 273,331 551,183 982,712
Retained by Equitable Life in Separate Account
No. 66 ............................................. -- -- --
------------------------------------------------------ --------- --------- ---------
Total net assets .................................... $ 273,331 $ 551,183 $ 982,712
====================================================== ========= ========= =========
Investment in shares of the Trust - at cost ......... $ 241,617 $ 565,489 $ 792,063
Trust shares held
Class A ............................................ -- 55,122 60,033
Class B ............................................ 35,576 -- --
Units outstanding (000's):
MRP ................................................ -- -- --
RIA ................................................ 4 3 5
Unit value:
MRP ................................................ $ -- $ -- $ --
RIA ................................................ $ 74.14 $ 212.99 $ 190.26
The accompanying notes are an integral part of these financial statements.
FSA-34
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Assets and Liabilities (Continued)
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
----------------------------------------------------- ---------------------- --------------- ----------------- --------------
EQ/Calvert EQ/Capital
EQ/AllianceBernstein Socially EQ/Capital Guardian
Value Responsible Guardian Growth International
----------------------------------------------------- ---------------------- --------------- ----------------- --------------
Assets:
Investments in shares of The Trust - at fair
value .............................................. $ 11,446,708 $ 1,435,562 $ 21,703 $ 3,796,056
Receivable for Trust shares sold .................... -- 1,194 23 --
Receivable for policy-related transactions .......... -- -- -- 6,388
----------------------------------------------------- ------------ ----------- -------- -----------
Total assets ..................................... 11,446,708 1,436,756 21,726 3,802,444
----------------------------------------------------- ------------ ----------- -------- -----------
Liabilities:
Payable for Trust shares purchased .................. 48 -- -- 455
Payable for policy-related transactions ............. 8,782 14,112 23 --
----------------------------------------------------- ------------ ----------- -------- -----------
Total liabilities ................................ 8,830 14,112 23 455
----------------------------------------------------- ------------ ----------- -------- -----------
Net assets .......................................... $ 11,437,878 $ 1,422,644 $ 21,703 $ 3,801,989
===================================================== ============ =========== ======== ===========
Accumulation Units .................................. 11,437,878 1,422,644 21,703 3,801,989
Retained by Equitable Life in Separate Account
No. 66 ............................................. -- -- -- --
----------------------------------------------------- ------------ ----------- -------- -----------
Total net assets .................................... $ 11,437,878 $ 1,422,644 $ 21,703 $ 3,801,989
===================================================== ============ =========== ======== ===========
Investment in shares of the Trust - at cost ......... $ 9,575,179 $ 1,326,709 $ 17,755 $ 3,328,386
Trust shares held
Class A ............................................ -- -- -- --
Class B ............................................ 698,991 168,313 1,549 273,176
Units outstanding (000's):
MRP ................................................ 697 169 -- 260
RIA ................................................ 5 -- -- 2
Unit value:
MRP ................................................ $ 15.27 $ 8.48 $ -- $ 13.52
RIA ................................................ $ 158.83 $ 98.46 $ 81.60 $ 147.17
The accompanying notes are an integral part of these financial statements.
FSA-35
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Assets and Liabilities (Continued)
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
----------------------------------------------------- --------------- --------------- ---------------- -------------
EQ/Capital EQ/Capital
Guardian Guardian EQ/Equity EQ/Evergreen
Research US Equity 500 Index Omega
----------------------------------------------------- --------------- --------------- ---------------- -------------
Assets:
Investments in shares of The Trust - at fair
value .............................................. $ 6,899,806 $ 2,098,764 $ 22,274,916 $ 103,368
Receivable for Trust shares sold .................... 186 -- 2,515 66
Receivable for policy-related transactions .......... 48,214 10,564 22,332 --
----------------------------------------------------- ----------- ----------- ------------ ---------
Total assets ..................................... 6,948,206 2,109,328 22,299,763 103,434
----------------------------------------------------- ----------- ----------- ------------ ---------
Liabilities:
Payable for Trust shares purchased .................. -- 218 -- --
Payable for policy-related transactions ............. -- -- -- 66
----------------------------------------------------- ----------- ----------- ------------ ---------
Total liabilities ................................ -- 218 -- 66
----------------------------------------------------- ----------- ----------- ------------ ---------
Net assets .......................................... $ 6,948,206 $ 2,109,110 $ 22,299,763 $ 103,368
===================================================== =========== =========== ============ =========
Accumulation Units .................................. 6,948,206 2,109,110 22,299,763 103,368
Retained by Equitable Life in Separate Account
No. 66 ............................................. -- -- -- --
----------------------------------------------------- ----------- ----------- ------------ ---------
Total net assets .................................... $ 6,948,206 $ 2,109,110 $ 22,299,763 $ 103,368
===================================================== =========== =========== ============ =========
Investment in shares of the Trust - at cost ......... $ 5,179,274 $ 2,017,130 $ 19,304,241 $ 106,656
Trust shares held
Class A ............................................ -- -- 192,603 --
Class B ............................................ 494,708 177,986 670,049 12,010
Units outstanding (000's):
MRP ................................................ 362 137 1,844 --
RIA ................................................ 3 -- 14 1
Unit value:
MRP ................................................ $ 17.96 $ 15.05 $ 9.37 $ --
RIA ................................................ $ 142.74 $ 136.11 $ 365.64 $ 95.85
The accompanying notes are an integral part of these financial statements.
FSA-36
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Assets and Liabilities (Continued)
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
----------------------------------------------------- ------------- ---------------- --------------- -------------
EQ/FI EQ/GAMCO EQ/Janus
EQ/FI Mid Small Company Large Cap
Mid Cap Cap Value Value Growth
----------------------------------------------------- ------------- ---------------- --------------- -------------
Assets:
Investments in shares of The Trust - at fair
value .............................................. $ 353,339 $ 11,059,494 $ 175,599 $ 248,947
Receivable for Trust shares sold .................... 264 612 -- 97
Receivable for policy-related transactions .......... 3,244 -- -- 681
----------------------------------------------------- --------- ------------ --------- ---------
Total assets ..................................... 356,847 11,060,106 175,599 249,725
----------------------------------------------------- --------- ------------ --------- ---------
Liabilities:
Payable for Trust shares purchased .................. -- -- -- --
Payable for policy-related transactions ............. -- 5,939 -- --
----------------------------------------------------- --------- ------------ --------- ---------
Total liabilities ................................ -- 5,939 -- --
----------------------------------------------------- --------- ------------ --------- ---------
Net assets .......................................... $ 356,847 $ 11,054,167 $ 175,599 $ 249,725
===================================================== ========= ============ ========= =========
Accumulation Units .................................. 356,847 11,054,167 175,599 249,725
Retained by Equitable Life in Separate Account
No. 66 ............................................. -- -- -- --
----------------------------------------------------- --------- ------------ --------- ---------
Total net assets .................................... $ 356,847 $ 11,054,167 $ 175,599 $ 249,725
===================================================== ========= ============ ========= =========
Investment in shares of the Trust - at cost ......... $ 344,891 $ 10,193,473 $ 172,899 $ 231,178
Trust shares held
Class A ............................................ -- -- -- --
Class B ............................................ 33,182 773,275 5,827 36,025
Units outstanding (000's):
MRP ................................................ -- 663 16 --
RIA ................................................ 3 3 -- 4
Unit value:
MRP ................................................ $ -- $ 15.80 $ 10.90 $ --
RIA ................................................ $ 140.14 $ 196.16 $ -- $ 69.36
The accompanying notes are an integral part of these financial statements.
FSA-37
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Assets and Liabilities (Continued)
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
----------------------------------------------------- --------------- ------------ ------------- --------------
EQ/JPMorgan EQ/Mercury EQ/Mercury
Value EQ/Marsico Basic Value International
Opportunities Focus Equity Value
----------------------------------------------------- --------------- ------------ ------------- --------------
Assets:
Investments in shares of The Trust - at fair
value .............................................. $ 399,255 $ 468,157 $ 402,691 $ 400,718
Receivable for Trust shares sold .................... 305 275 307 210
Receivable for policy-related transactions .......... -- -- -- --
----------------------------------------------------- --------- --------- --------- ---------
Total assets ..................................... 399,560 468,432 402,998 400,928
----------------------------------------------------- --------- --------- --------- ---------
Liabilities:
Payable for Trust shares purchased .................. -- -- -- --
Payable for policy-related transactions ............. 305 275 309 205
----------------------------------------------------- --------- --------- --------- ---------
Total liabilities ................................ 305 275 309 205
----------------------------------------------------- --------- --------- --------- ---------
Net assets .......................................... $ 399,255 $ 468,157 $ 402,689 $ 400,723
===================================================== ========= ========= ========= =========
Accumulation Units .................................. 399,255 468,157 402,689 400,723
Retained by Equitable Life in Separate Account
No. 66 ............................................. -- -- -- --
----------------------------------------------------- --------- --------- --------- ---------
Total net assets .................................... $ 399,255 $ 468,157 $ 402,689 $ 400,723
===================================================== ========= ========= ========= =========
Investment in shares of the Trust - at cost ......... $ 326,267 $ 445,606 $ 364,898 $ 325,631
Trust shares held
Class A ............................................ -- -- -- --
Class B ............................................ 28,135 27,898 23,593 24,031
Units outstanding (000's):
MRP ................................................ -- -- -- --
RIA ................................................ 3 3 2 2
Unit value:
MRP ................................................ $ -- $ -- $ -- $ --
RIA ................................................ $ 159.01 $ 164.80 $ 226.87 $ 169.44
The accompanying notes are an integral part of these financial statements.
FSA-38
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Assets and Liabilities (Continued)
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
----------------------------------------------------- ------------------ ----------- --------------- ------------
EQ/MFS EQ/MFS
Emerging Investors EQ/Money EQ/PIMCO
Growth Companies Trust Market Real Return
----------------------------------------------------- ------------------ ----------- --------------- ------------
Assets:
Investments in shares of The Trust - at fair
value .............................................. $ 3,133,164 $ 88,794 $ 1,295,290 $ 83,304
Receivable for Trust shares sold .................... -- 78 818 --
Receivable for policy-related transactions .......... 14,526 -- -- --
----------------------------------------------------- ----------- -------- ----------- --------
Total assets ..................................... 3,147,690 88,872 1,296,108 83,304
----------------------------------------------------- ----------- -------- ----------- --------
Liabilities:
Payable for Trust shares purchased .................. 1,249 -- -- --
Payable for policy-related transactions ............. -- 78 817 --
----------------------------------------------------- ----------- -------- ----------- --------
Total liabilities ................................ 1,249 78 817 --
----------------------------------------------------- ----------- -------- ----------- --------
Net assets .......................................... $ 3,146,441 $ 88,794 $ 1,295,291 $ 83,304
===================================================== =========== ======== =========== ========
Accumulation Units .................................. 3,146,441 88,794 1,295,291 83,304
Retained by Equitable Life in Separate Account
No. 66 ............................................. -- -- -- --
----------------------------------------------------- ----------- -------- ----------- --------
Total net assets .................................... $ 3,146,441 $ 88,794 $ 1,295,291 $ 83,304
===================================================== =========== ======== =========== ========
Investment in shares of the Trust - at cost ......... $ 2,579,695 $ 72,887 $ 1,295,230 $ 86,876
Trust shares held
Class A ............................................ -- -- 1,295,247 --
Class B ............................................ 203,454 7,848 -- 8,519
Units outstanding (000's):
MRP ................................................ 446 -- -- 8
RIA ................................................ 5 1 8 --
Unit value:
MRP ................................................ $ 5.49 $ -- $ -- $ 10.23
RIA ................................................ $ 128.71 $ 113.19 $ 162.84 $ --
The accompanying notes are an integral part of these financial statements.
FSA-39
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Assets and Liabilities (Concluded)
December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
----------------------------------------------------- ------------- --------------- -----------------
EQ/Small EQ/Van Kampen
EQ/Small Company Emerging Markets
Cap Value Index Equity
----------------------------------------------------- ------------- --------------- -----------------
Assets:
Investments in shares of The Trust - at fair
value .............................................. $ 597,151 $ 4,869,581 $ 1,369,562
Receivable for Trust shares sold .................... 434 -- --
Receivable for policy-related transactions .......... -- 39,107 1,516
----------------------------------------------------- --------- ----------- -----------
Total assets ..................................... 597,585 4,908,688 1,371,078
----------------------------------------------------- --------- ----------- -----------
Liabilities:
Payable for Trust shares purchased .................. -- 1,372 1,503
Payable for policy-related transactions ............. 434 -- --
----------------------------------------------------- --------- ----------- -----------
Total liabilities ................................ 434 1,372 1,503
----------------------------------------------------- --------- ----------- -----------
Net assets .......................................... $ 597,151 $ 4,907,316 $ 1,369,575
===================================================== ========= =========== ===========
Accumulation Units .................................. 597,151 4,907,316 1,369,575
Retained by Equitable Life in Separate Account
No. 66 ............................................. -- -- --
----------------------------------------------------- --------- ----------- -----------
Total net assets .................................... $ 597,151 $ 4,907,316 $ 1,369,575
===================================================== ========= =========== ===========
Investment in shares of the Trust - at cost ......... $ 599,964 $ 4,478,222 $ 1,188,742
Trust shares held
Class A ............................................ -- -- --
Class B ............................................ 43,553 374,274 84,392
Units outstanding (000's):
MRP ................................................ -- 312 42
RIA ................................................ 3 -- 2
Unit value:
MRP ................................................ $ -- $ 15.59 $ 11.75
RIA ................................................ $ 228.94 $ -- $ 408.83
The accompanying notes are an integral part of these financial statements.
FSA-40
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Operations
For the Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
------------------------------------------------------ ----------------- -----------------
AXA Premier VIP AXA Premier VIP
High Yield Technology
------------------------------------------------------ ----------------- -----------------
Income and Expense:
Investment Income:
Dividends from The Trusts ......................... $51,958 $ --
------------------------------------------------------ ------- ---------
Expenses:
Asset-based charges ............................... (463) (21,497)
------------------------------------------------------ ------- ---------
Net Investment Income (Loss) ......................... 51,495 (21,497)
------------------------------------------------------ ------- ---------
Realized and Unrealized Gain (Loss) on
Investments:
Realized gain (loss) on investments ............... 9,492 112,695
Realized gain distribution from The Trust ......... -- --
------------------------------------------------------ ------- ---------
Net realized gain (loss) ............................ 9,492 112,695
------------------------------------------------------ ------- ---------
Change in unrealized appreciation/(depreciation)
of investments .................................... 24,248 33,214
------------------------------------------------------ ------- ---------
Net Realized and Unrealized Gain (Loss) on
Investments ......................................... 33,740 145,909
------------------------------------------------------ ------- ---------
Net increase (Decrease) In Net Assets From
Operations .......................................... $85,235 $ 124,412
====================================================== ======= =========
------------------------------------------------------- --------------------- ---------------------
EQ/AllianceBernstein
EQ/AllianceBernstein Intermediate
Growth Government
and Income Securities
------------------------------------------------------- --------------------- ---------------------
Income and Expense:
Investment Income:
Dividends from The Trusts ......................... $ 63,048 $ 110,779
------------------------------------------------------- ----------- ---------
Expenses:
Asset-based charges ............................... (2,218) (24,903)
------------------------------------------------------- ----------- ---------
Net Investment Income (Loss) ......................... 60,830 85,876
------------------------------------------------------- ----------- ---------
Realized and Unrealized Gain (Loss) on
Investments:
Realized gain (loss) on investments ............... 630,139 (21,786)
Realized gain distribution from The Trust ......... 194,565 --
------------------------------------------------------- ----------- ---------
Net realized gain (loss) ............................ 824,704 (21,786)
------------------------------------------------------- ----------- ---------
Change in unrealized appreciation/(depreciation)
of investments .................................... (130,336) (4,427)
------------------------------------------------------- ----------- ---------
Net Realized and Unrealized Gain (Loss) on
Investments ......................................... 694,368 (26,213)
------------------------------------------------------- ----------- ---------
Net increase (Decrease) In Net Assets From
Operations .......................................... $ 755,198 $ 59,663
======================================================= =========== =========
The accompanying notes are an integral part of these financial statements.
FSA-41
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Operations (Continued)
For the Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
------------------------------------------------------ ------------------- -------------------
EQ/ EQ/
AllianceBernstein AllianceBernstein
International Large Cap Growth
------------------------------------------------------ ------------------- -------------------
Income and Expense:
Investment Income:
Dividends from The Trusts ......................... $ 385,002 $ --
------------------------------------------------------ ---------- ---------
Expenses:
Asset-based charges ............................... (208,441) --
------------------------------------------------------ ---------- ---------
Net Investment Income (Loss) ......................... 176,561 --
------------------------------------------------------ ---------- ---------
Realized and Unrealized Gain (Loss) on
Investments:
Realized gain (loss) on investments ............... 2,000,149 61,248
Realized gain distribution from The Trust ......... 1,678,625 --
------------------------------------------------------ ---------- ---------
Net realized gain (loss) ............................ 3,678,774 61,248
------------------------------------------------------ ---------- ---------
Change in unrealized appreciation/(depreciation)
of investments .................................... 761,795 (71,981)
------------------------------------------------------ ---------- ---------
Net Realized and Unrealized Gain (Loss) on
Investments ......................................... 4,440,569 (10,733)
------------------------------------------------------ ---------- ---------
Net increase (Decrease) In Net Assets From
Operations .......................................... $4,617,130 $ (10,733)
====================================================== ========== =========
------------------------------------------------------- ------------------ ---------------------
EQ/ EQ/AllianceBernstein
AllianceBernstein Small Cap
Quality Bond Growth
------------------------------------------------------- ------------------ ---------------------
Income and Expense:
Investment Income:
Dividends from The Trusts ......................... $ 22,651 $ --
------------------------------------------------------- ---------- ----------
Expenses:
Asset-based charges ............................... (326) (534)
------------------------------------------------------- ---------- ----------
Net Investment Income (Loss) ......................... 22,325 (534)
------------------------------------------------------- ---------- ----------
Realized and Unrealized Gain (Loss) on
Investments:
Realized gain (loss) on investments ............... (12,546) 99,591
Realized gain distribution from The Trust ......... -- 81,673
------------------------------------------------------- ---------- ----------
Net realized gain (loss) ............................ (12,546) 181,264
------------------------------------------------------- ---------- ----------
Change in unrealized appreciation/(depreciation)
of investments .................................... 15,242 (86,981)
------------------------------------------------------- ---------- ----------
Net Realized and Unrealized Gain (Loss) on
Investments ......................................... 2,696 94,283
------------------------------------------------------- ---------- ----------
Net increase (Decrease) In Net Assets From
Operations .......................................... $ 25,021 $ 93,749
======================================================= ========== ==========
The accompanying notes are an integral part of these financial statements.
FSA-42
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Operations (Continued)
For the Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
------------------------------------------------------ ---------------------- ------------- ----------------- --------------
EQ/Calvert EQ/Capital
EQ/AllianceBernstein Socially EQ/Capital Guardian
Value Responsible Guardian Growth International
------------------------------------------------------ ---------------------- ------------- ----------------- --------------
Income and Expense:
Investment Income:
Dividends from The Trusts ......................... $ 163,440 $ -- $ 34 $ 44,954
------------------------------------------------------ ---------- --------- -------- ---------
Expenses:
Asset-based charges ............................... (96,120) (14,873) -- (30,376)
------------------------------------------------------ ---------- --------- -------- ---------
Net Investment Income (Loss) ......................... 67,320 (14,873) 34 14,578
------------------------------------------------------ ---------- --------- -------- ---------
Realized and Unrealized Gain (Loss) on
Investments:
Realized gain (loss) on investments ............... 351,121 95,910 5,583 135,974
Realized gain distribution from The Trust ......... 622,669 15,233 -- 196,787
------------------------------------------------------ ---------- --------- -------- ---------
Net realized gain (loss) ............................ 973,790 111,143 5,583 332,761
------------------------------------------------------ ---------- --------- -------- ---------
Change in unrealized appreciation/(depreciation)
of investments .................................... 835,051 (44,738) (3,762) 140,164
------------------------------------------------------ ---------- --------- -------- ---------
Net Realized and Unrealized Gain (Loss) on
Investments ......................................... 1,808,841 66,405 1,821 472,925
------------------------------------------------------ ---------- --------- -------- ---------
Net increase (Decrease) In Net Assets From
Operations .......................................... $1,876,161 $ 51,532 $ 1,855 $ 487,503
====================================================== ========== ========= ======== =========
The accompanying notes are an integral part of these financial statements.
FSA-43
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Operations (Continued)
For the Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
------------------------------------------------------ ------------ ------------- --------------- -------------
EQ/Capital EQ/Capital
Guardian Guardian EQ/Equity 500 EQ/Evergreen
Research U.S. Equity Index Omega
------------------------------------------------------ ------------ ------------- --------------- -------------
Income and Expense:
Investment Income:
Dividends from The Trusts ......................... $ 37,612 $ 25,039 $ 335,475 $ 1,816
------------------------------------------------------ --------- --------- ---------- --------
Expenses:
Asset-based charges ............................... (65,931) (19,328) (170,222) --
------------------------------------------------------ --------- --------- ---------- --------
Net Investment Income (Loss) ......................... (28,319) 5,711 165,253 1,816
------------------------------------------------------ --------- --------- ---------- --------
Realized and Unrealized Gain (Loss) on
Investments:
Realized gain (loss) on investments ............... 398,049 40,790 797,977 24
Realized gain distribution from The Trust ......... -- 119,070 613,160 7,740
------------------------------------------------------ --------- --------- ---------- --------
Net realized gain (loss) ............................ 398,049 159,860 1,411,137 7,764
------------------------------------------------------ --------- --------- ---------- --------
Change in unrealized appreciation/(depreciation)
of investments .................................... 330,747 (8,500) 1,198,932 (3,306)
------------------------------------------------------ --------- --------- ---------- --------
Net Realized and Unrealized Gain (Loss) on
Investments ......................................... 728,796 151,360 2,610,069 4,458
------------------------------------------------------ --------- --------- ---------- --------
Net increase (Decrease) In Net Assets From
Operations .......................................... $ 700,477 $ 157,071 $2,775,322 $ 6,274
====================================================== ========= ========= ========== ========
The accompanying notes are an integral part of these financial statements.
FSA-44
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Operations (Continued)
For the Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
------------------------------------------------------ ----------- ------------- --------------- ----------
EQ/FI EQ/GAMCO EQ/Janus
EQ/FI Mid Small Company Large Cap
Mid Cap Cap Value Value Growth
------------------------------------------------------ ----------- ------------- --------------- ----------
Income and Expense:
Investment Income:
Dividends from The Trusts ......................... $ 10,538 $ 32,624 $ 1,853 $ --
------------------------------------------------------ -------- ---------- ------- --------
Expenses:
Asset-based charges ............................... -- (111,579) (593) --
------------------------------------------------------ -------- ---------- ------- --------
Net Investment Income (Loss) ......................... 10,538 (78,955) 1,260 --
------------------------------------------------------ -------- ---------- ------- --------
Realized and Unrealized Gain (Loss) on
Investments:
Realized gain (loss) on investments ............... (6,157) 322,641 1,396 7,171
Realized gain distribution from The Trust ......... 12,665 944,033 7,280 --
------------------------------------------------------ -------- ---------- ------- --------
Net realized gain (loss) ............................ 6,508 1,266,674 8,676 7,171
------------------------------------------------------ -------- ---------- ------- --------
Change in unrealized appreciation/(depreciation)
of investments .................................... 26,838 (14,755) 2,700 (7,161)
------------------------------------------------------ -------- ---------- ------- --------
Net Realized and Unrealized Gain (Loss) on
Investments ......................................... 33,346 1,251,919 11,376 10
------------------------------------------------------ -------- ---------- ------- --------
Net increase (Decrease) In Net Assets From
Operations .......................................... $ 43,884 $1,172,964 $12,636 $ 10
====================================================== ======== ========== ======= ========
The accompanying notes are an integral part of these financial statements.
FSA-45
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Operations (Continued)
For the Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
------------------------------------------------------ --------------- ------------ ------------- --------------
EQ/JPMorgan EQ/Mercury EQ/Mercury
Value EQ/Marsico Basic Value International
Opportunities Focus Equity Value
------------------------------------------------------ --------------- ------------ ------------- --------------
Income and Expense:
Investment Income:
Dividends from The Trusts ......................... $16,188 $ 4,205 $12,301 $ 12,877
------------------------------------------------------ ------- --------- ------- --------
Expenses:
Asset-based charges ............................... -- -- -- --
------------------------------------------------------ ------- --------- ------- --------
Net Investment Income (Loss) ......................... 16,188 4,205 12,301 12,877
------------------------------------------------------ ------- --------- ------- --------
Realized and Unrealized Gain (Loss) on
Investments:
Realized gain (loss) on investments ............... 7,838 65,072 16,198 91,681
Realized gain distribution from The Trust ......... 9,922 7,732 17,856 14,361
------------------------------------------------------ ------- --------- ------- --------
Net realized gain (loss) ............................ 17,670 72,804 34,054 106,042
------------------------------------------------------ ------- --------- ------- --------
Change in unrealized appreciation/(depreciation)
of investments .................................... 34,702 (46,979) 42,202 (3,238)
------------------------------------------------------ ------- --------- ------- --------
Net Realized and Unrealized Gain (Loss) on
Investments ......................................... 52,462 25,825 76,256 102,804
------------------------------------------------------ ------- --------- ------- --------
Net increase (Decrease) In Net Assets From
Operations .......................................... $68,650 $ 30,030 $88,557 $115,681
====================================================== ======= ========= ======= ========
The accompanying notes are an integral part of these financial statements.
FSA-46
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Operations (Continued)
For the Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
------------------------------------------------------ ----------- ----------- ---------- ------------
EQ/MFS
Emerging EQ/MFS
Growth Investors EQ/Money EQ/PIMCO
Companies Trust Market Real Return
------------------------------------------------------ ----------- ----------- ---------- ------------
Income and Expense:
Investment Income:
Dividends from The Trusts ......................... $ -- $ 746 $ 33,624 $ 3,164
------------------------------------------------------ -------- ------- -------- --------
Expenses:
Asset-based charges ............................... (26,997) -- (366) (424)
------------------------------------------------------ -------- ------- -------- --------
Net Investment Income (Loss) ......................... (26,997) 746 33,258 2,740
------------------------------------------------------ -------- ------- -------- --------
Realized and Unrealized Gain (Loss) on
Investments:
Realized gain (loss) on investments ............... 225,206 557 (5,060) 989
Realized gain distribution from The Trust ......... -- -- -- --
------------------------------------------------------ -------- ------- -------- --------
Net realized gain (loss) ............................ 225,206 557 (5,060) 989
------------------------------------------------------ -------- ------- -------- --------
Change in unrealized appreciation/(depreciation)
of investments .................................... 6,752 9,052 5,077 (3,572)
------------------------------------------------------ -------- ------- -------- --------
Net Realized and Unrealized Gain (Loss) on
Investments ......................................... 231,958 9,609 17 (2,583)
------------------------------------------------------ -------- ------- -------- --------
Net increase (Decrease) In Net Assets From
Operations .......................................... $204,961 $10,355 $ 33,275 $ 157
====================================================== ======== ======= ======== ========
The accompanying notes are an integral part of these financial statements.
FSA-47
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Operations (Concluded)
For the Year Ended December 31, 2006
--------------------------------------------------------------------------------
[Enlarge/Download Table]
------------------------------------------------------ ----------- --------------- -----------------
EQ/Van Kampen
EQ/Small EQ/Small Emerging Markets
Cap Value Company Index Equity
------------------------------------------------------ ----------- --------------- -----------------
Income and Expense:
Investment Income:
Dividends from The Trusts ......................... $ 31,578 $ 56,419 $ 4,872
------------------------------------------------------ -------- --------- --------
Expenses:
Asset-based charges ............................... -- (43,944) (1,649)
------------------------------------------------------ -------- --------- --------
Net Investment Income (Loss) ......................... 31,578 12,475 3,223
------------------------------------------------------ -------- --------- --------
Realized and Unrealized Gain (Loss) on
Investments:
Realized gain (loss) on investments ............... 17,003 160,628 185,011
Realized gain distribution from The Trust ......... 38,487 198,044 98,349
------------------------------------------------------ -------- --------- --------
Net realized gain (loss) ............................ 55,490 358,672 283,360
------------------------------------------------------ -------- --------- --------
Change in unrealized appreciation/(depreciation)
of investments .................................... 14,374 198,332 11,208
------------------------------------------------------ -------- --------- --------
Net Realized and Unrealized Gain (Loss) on
Investments ......................................... 69,864 557,004 294,568
------------------------------------------------------ -------- --------- --------
Net increase (Decrease) In Net Assets From
Operations .......................................... $101,442 $ 569,479 $297,791
====================================================== ======== ========= ========
The accompanying notes are an integral part of these financial statements.
FSA-48
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Enlarge/Download Table]
---------------------------------------------------- --------------------------- ---------------------------
AXA Premier
AXA Premier VIP VIP
High Yield Technology
--------------------------- ---------------------------
2006 2005 2006 2005
---------------------------------------------------- ------------- ------------- ------------- -------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 51,495 $ 85,814 $ (21,497) $ (18,565)
Net realized gain (loss) on investments ........... 9,492 (122,798) 112,695 59,781
Change in unrealized appreciation
(depreciation) of investments ................... 24,248 70,292 33,214 152,349
---------------------------------------------------- ---------- ---------- ---------- ----------
Net increase (decrease) in net assets from
operations ........................................ 85,235 33,308 124,412 193,565
---------------------------------------------------- ---------- ---------- ---------- ----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 78,414 54,147 663,756 630,168
Transfers between funds and guaranteed
interest account, net .......................... (3,357) 9,328 (330,203) (49,799)
Transfers for contract benefits and
terminations ................................... (793,238) (81,128) (197,202) (307,845)
Contract maintenance charges .................... (8,409) (9,942) (3,955) (4,074)
---------------------------------------------------- ---------- ---------- ---------- ----------
Net increase (decrease) in net assets from
contractowners transactions ....................... (726,590) (27,595) 132,396 268,450
---------------------------------------------------- ---------- ---------- ---------- ----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (4,119) -- (1,345)
---------------------------------------------------- ---------- ---------- ---------- ----------
Increase (Decrease) in Net Assets .................. (641,355) 1,594 256,808 460,670
Net Assets--Beginning of Period .................... 1,099,221 1,097,627 2,136,107 1,675,437
---------------------------------------------------- ---------- ---------- ---------- ----------
Net Assets--End of Period .......................... $ 457,866 $1,099,221 $2,392,915 $2,136,107
==================================================== ========== ========== ========== ==========
---------------------------------------------------- -------------------------------
EQ/AllianceBernstein
Growth
and Income
-------------------------------
2006 2005
---------------------------------------------------- --------------- ---------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 60,830 $ 58,269
Net realized gain (loss) on investments ........... 824,704 263,359
Change in unrealized appreciation
(depreciation) of investments ................... (130,336) (24,152)
---------------------------------------------------- ------------- -------------
Net increase (decrease) in net assets from
operations ........................................ 755,198 297,476
---------------------------------------------------- ------------- -------------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 275,833 524,989
Transfers between funds and guaranteed
interest account, net .......................... 58,300 116,034
Transfers for contract benefits and
terminations ................................... (1,466,946) (2,451,592)
Contract maintenance charges .................... (42,544) (55,708)
---------------------------------------------------- ------------- -------------
Net increase (decrease) in net assets from
contractowners transactions ....................... (1,175,357) (1,866,277)
---------------------------------------------------- ------------- -------------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (16,612)
---------------------------------------------------- ------------- -------------
Increase (Decrease) in Net Assets .................. (420,159) (1,585,413)
Net Assets--Beginning of Period .................... 4,662,191 6,247,604
---------------------------------------------------- ------------- -------------
Net Assets--End of Period .......................... $ 4,242,032 $ 4,662,191
==================================================== ============= =============
The accompanying notes are an integral part of these financial statements.
FSA-49
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Continued)
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Enlarge/Download Table]
---------------------------------------------------- ------------------------------
EQ/AllianceBernstein
Intermediate
Government
Securities
------------------------------
2006 2005
---------------------------------------------------- -------------- ---------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 85,876 $ 70,798
Net realized gain (loss) on investments ........... (21,786) (64,665)
Change in unrealized appreciation
(depreciation) of investments ................... (4,427) 142,783
---------------------------------------------------- ---------- ----------
Net increase (decrease) in net assets from
operations ........................................ 59,663 148,916
---------------------------------------------------- ---------- ----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 768,142 1,253,878
Transfers between funds and guaranteed
interest account, net .......................... (323,349) (338,467)
Transfers for contract benefits and
terminations ................................... (475,549) (9,959,936)
Contract maintenance charges .................... (3,667) (17,851)
---------------------------------------------------- ---------- ----------
Net increase (decrease) in net assets from
contractowners transactions ....................... (34,423) (9,062,376)
---------------------------------------------------- ---------- ----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (3,139)
---------------------------------------------------- ---------- ----------
Increase (Decrease) in Net Assets .................. 25,240 (8,916,599)
Net Assets--Beginning of Period .................... 2,717,076 11,633,675
---------------------------------------------------- ---------- ----------
Net Assets--End of Period .......................... $2,742,316 $2,717,076
==================================================== ========== ==========
---------------------------------------------------- ------------------------------- ---------------------------
EQ/AllianceBernstein EQ/AllianceBernstein
International Large Cap Growth
------------------------------- ---------------------------
2006 2005 2006 2005
---------------------------------------------------- --------------- --------------- ------------- -------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 176,561 $ 156,212 $ -- $ --
Net realized gain (loss) on investments ........... 3,678,774 1,406,093 61,248 (30,229)
Change in unrealized appreciation
(depreciation) of investments ................... 761,795 990,072 (71,981) 124,789
---------------------------------------------------- ----------- ----------- ----------- -----------
Net increase (decrease) in net assets from
operations ........................................ 4,617,130 2,552,377 (10,733) 94,560
---------------------------------------------------- ----------- ----------- ----------- -----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 4,665,381 3,480,506 98,177 23,512
Transfers between funds and guaranteed
interest account, net .......................... (736,366) (123,175) (26,697) (2,314)
Transfers for contract benefits and
terminations ................................... (3,101,592) (4,159,876) (201,290) (587,333)
Contract maintenance charges .................... (30,593) (33,653) (3,567) (7,753)
---------------------------------------------------- ----------- ----------- ----------- -----------
Net increase (decrease) in net assets from
contractowners transactions ....................... 796,830 (836,198) (133,377) (573,888)
---------------------------------------------------- ----------- ----------- ----------- -----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (6,607) -- (2,214)
---------------------------------------------------- ----------- ----------- ----------- -----------
Increase (Decrease) in Net Assets .................. 5,413,960 1,709,572 (144,110) (481,542)
Net Assets--Beginning of Period .................... 19,777,492 18,067,920 417,441 898,983
---------------------------------------------------- ----------- ----------- ----------- -----------
Net Assets--End of Period .......................... $25,191,452 $19,777,492 $ 273,331 $ 417,441
==================================================== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
FSA-50
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Continued)
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Enlarge/Download Table]
---------------------------------------------------- ---------------------------- ---------------------------
EQ/AllianceBernstein
EQ/AllianceBernstein Small Cap
Quality Bond Growth
---------------------------- ---------------------------
2006 2005 2006 2005
---------------------------------------------------- ------------- -------------- ------------- -------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 22,325 $ 43,578 $ (534) $ (666)
Net realized gain (loss) on investments ........... (12,546) 10,089 181,264 237,961
Change in unrealized appreciation
(depreciation) of investments ................... 15,242 (20,890) (86,981) (110,402)
---------------------------------------------------- ---------- ---------- ---------- ----------
Net increase (decrease) in net assets from
operations ........................................ 25,021 32,777 93,749 126,893
---------------------------------------------------- ---------- ---------- ---------- ----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 117,714 139,843 28,147 157,892
Transfers between funds and guaranteed
interest account, net .......................... (48,086) (129,654) 25,357 (80,030)
Transfers for contract benefits and
terminations ................................... (600,138) (651,427) (218,434) (606,411)
Contract maintenance charges .................... (6,575) (11,385) (9,166) (12,097)
---------------------------------------------------- ---------- ---------- ---------- ----------
Net increase (decrease) in net assets from
contractowners transactions ....................... (537,085) (652,623) (174,096) (540,646)
---------------------------------------------------- ---------- ---------- ---------- ----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (2,843) -- (3,480)
---------------------------------------------------- ---------- ---------- ---------- ----------
Increase (Decrease) in Net Assets .................. (512,064) (622,689) (80,347) (417,233)
Net Assets--Beginning of Period .................... 1,063,247 1,685,936 1,063,059 1,480,292
---------------------------------------------------- ---------- ---------- ---------- ----------
Net Assets--End of Period .......................... $ 551,183 $1,063,247 $ 982,712 $1,063,059
==================================================== ========== ========== ========== ==========
---------------------------------------------------- --------------------------------
EQ/AllianceBernstein
Value
--------------------------------
2006 2005
---------------------------------------------------- --------------- ----------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 67,320 $ 14,790
Net realized gain (loss) on investments ........... 973,790 2,387,056
Change in unrealized appreciation
(depreciation) of investments ................... 835,051 (1,948,663)
---------------------------------------------------- ----------- -----------
Net increase (decrease) in net assets from
operations ........................................ 1,876,161 453,183
---------------------------------------------------- ----------- -----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 2,441,926 1,827,146
Transfers between funds and guaranteed
interest account, net .......................... (396,077) (63,718)
Transfers for contract benefits and
terminations ................................... (1,400,650) (12,752,144)
Contract maintenance charges .................... (7,643) (24,068)
---------------------------------------------------- ----------- -----------
Net increase (decrease) in net assets from
contractowners transactions ....................... 637,556 (11,012,784)
---------------------------------------------------- ----------- -----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (3,588)
---------------------------------------------------- ----------- -----------
Increase (Decrease) in Net Assets .................. 2,513,717 (10,563,189)
Net Assets--Beginning of Period .................... 8,924,161 19,487,350
---------------------------------------------------- ----------- -----------
Net Assets--End of Period .......................... $11,437,878 $ 8,924,161
==================================================== =========== ===========
The accompanying notes are an integral part of these financial statements.
FSA-51
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Continued)
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Enlarge/Download Table]
---------------------------------------------------- --------------------------- ------------------------
EQ/Calvert
Socially EQ/Capital
Responsible Guardian Growth
--------------------------- ------------------------
2006 2005 2006 2005
---------------------------------------------------- ------------- ------------- ------------ -----------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ (14,873) $ (12,491) $ 34 $ 85
Net realized gain (loss) on investments ........... 111,143 55,524 5,583 696
Change in unrealized appreciation
(depreciation) of investments ................... (44,738) 42,893 (3,762) 1,139
---------------------------------------------------- ---------- ---------- ---------- --------
Net increase (decrease) in net assets from
operations ........................................ 51,532 85,926 1,855 1,920
---------------------------------------------------- ---------- ---------- ---------- --------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 451,826 355,940 1,529 1,143
Transfers between funds and guaranteed
interest account, net .......................... (74,650) (91,166) (948) --
Transfers for contract benefits and
terminations ................................... (238,570) (127,052) (20,236) (110)
Contract maintenance charges .................... (40) (34) (325) (438)
---------------------------------------------------- ---------- ---------- ---------- --------
Net increase (decrease) in net assets from
contractowners transactions ....................... 138,566 137,688 (19,980) 595
---------------------------------------------------- ---------- ---------- ---------- --------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (1,335) -- (1,891)
---------------------------------------------------- ---------- ---------- ---------- --------
Increase (Decrease) in Net Assets .................. 190,098 222,279 (18,125) 624
Net Assets--Beginning of Period .................... 1,232,546 1,010,267 39,828 39,204
---------------------------------------------------- ---------- ---------- ---------- --------
Net Assets--End of Period .......................... $1,422,644 $1,232,546 $ 21,703 $ 39,828
==================================================== ========== ========== ========== ========
---------------------------------------------------- -----------------------------
EQ/Capital
Guardian
International
-----------------------------
2006 2005
---------------------------------------------------- -------------- --------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 14,578 $ 11,262
Net realized gain (loss) on investments ........... 332,761 75,025
Change in unrealized appreciation
(depreciation) of investments ................... 140,164 172,630
---------------------------------------------------- ---------- ----------
Net increase (decrease) in net assets from
operations ........................................ 487,503 258,917
---------------------------------------------------- ---------- ----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 1,502,737 983,006
Transfers between funds and guaranteed
interest account, net .......................... 77,553 (31,441)
Transfers for contract benefits and
terminations ................................... (303,083) (287,805)
Contract maintenance charges .................... (1,693) (1,685)
---------------------------------------------------- ---------- ----------
Net increase (decrease) in net assets from
contractowners transactions ....................... 1,275,514 662,075
---------------------------------------------------- ---------- ----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (1,695)
---------------------------------------------------- ---------- ----------
Increase (Decrease) in Net Assets .................. 1,763,017 919,297
Net Assets--Beginning of Period .................... 2,038,972 1,119,675
---------------------------------------------------- ---------- ----------
Net Assets--End of Period .......................... $3,801,989 $2,038,972
==================================================== ========== ==========
The accompanying notes are an integral part of these financial statements.
FSA-52
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Continued)
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Enlarge/Download Table]
---------------------------------------------------- ----------------------------- ----------------------------
EQ/Capital EQ/Capital
Guardian Guardian
Research U.S. Equity
----------------------------- ----------------------------
2006 2005 2006 2005
---------------------------------------------------- --------------- ------------- ------------- --------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ (28,319) $ (31,103) $ 5,711 $ (7,605)
Net realized gain (loss) on investments ........... 398,049 323,083 159,860 216,382
Change in unrealized appreciation
(depreciation) of investments ................... 330,747 (92) (8,500) (126,240)
---------------------------------------------------- ------------- ---------- ---------- ----------
Net increase (decrease) in net assets from
operations ........................................ 700,477 291,888 157,071 82,537
---------------------------------------------------- ------------- ---------- ---------- ----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 1,082,307 1,056,040 564,091 504,017
Transfers between funds and guaranteed
interest account, net .......................... (174,174) (436,485) (72,311) (194,056)
Transfers for contract benefits and
terminations ................................... (1,054,613) (968,544) (180,158) (461,278)
Contract maintenance charges .................... (3,454) (5,229) (494) (1,855)
---------------------------------------------------- ------------- ---------- ---------- ----------
Net increase (decrease) in net assets from
contractowners transactions ....................... (149,934) (354,218) 311,128 (153,172)
---------------------------------------------------- ------------- ---------- ---------- ----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (1,953) -- (1,718)
---------------------------------------------------- ------------- ---------- ---------- ----------
Increase (Decrease) in Net Assets .................. 550,543 (64,283) 468,199 (72,353)
Net Assets--Beginning of Period .................... 6,397,663 6,461,946 1,640,911 1,713,264
---------------------------------------------------- ------------- ---------- ---------- ----------
Net Assets--End of Period .......................... $ 6,948,206 $6,397,663 $2,109,110 $1,640,911
==================================================== ============= ========== ========== ==========
---------------------------------------------------- -------------------------------
EQ/Equity 500
Index
-------------------------------
2006 2005
---------------------------------------------------- --------------- ---------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 165,253 $ 98,073
Net realized gain (loss) on investments ........... 1,411,137 295,543
Change in unrealized appreciation
(depreciation) of investments ................... 1,198,932 315,903
---------------------------------------------------- ----------- -----------
Net increase (decrease) in net assets from
operations ........................................ 2,775,322 709,519
---------------------------------------------------- ----------- -----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 3,706,509 4,064,829
Transfers between funds and guaranteed
interest account, net .......................... (1,175,212) (1,238,277)
Transfers for contract benefits and
terminations ................................... (2,270,726) (4,558,163)
Contract maintenance charges .................... (46,287) (56,362)
---------------------------------------------------- ----------- -----------
Net increase (decrease) in net assets from
contractowners transactions ....................... 214,284 (1,787,973)
---------------------------------------------------- ----------- -----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (15,138)
---------------------------------------------------- ----------- -----------
Increase (Decrease) in Net Assets .................. 2,989,606 (1,093,592)
Net Assets--Beginning of Period .................... 19,310,157 20,403,749
---------------------------------------------------- ----------- -----------
Net Assets--End of Period .......................... $22,299,763 $19,310,157
==================================================== =========== ===========
The accompanying notes are an integral part of these financial statements.
FSA-53
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Continued)
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Enlarge/Download Table]
---------------------------------------------------- ------------------------ ---------------------------
EQ/Evergreen EQ/FI
Omega Mid Cap
------------------------ ---------------------------
2006 2005 2006 2005
---------------------------------------------------- ----------- ------------ ------------- -------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 1,816 $ 19 $ 10,538 $ 50,185
Net realized gain (loss) on investments ........... 7,764 7,892 6,508 143,384
Change in unrealized appreciation
(depreciation) of investments ................... (3,306) (7,906) 26,838 (153,775)
---------------------------------------------------- -------- ---------- ----------- -----------
Net increase (decrease) in net assets from
operations ........................................ 6,274 5 43,884 39,794
---------------------------------------------------- -------- ---------- ----------- -----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 81 1,762 145,618 22,537
Transfers between funds and guaranteed
interest account, net .......................... 96,801 (9,918) (34,343) 247,644
Transfers for contract benefits and
terminations ................................... (116) (51,643) (290,967) (463,512)
Contract maintenance charges .................... (70) (489) (3,739) (6,407)
---------------------------------------------------- -------- ---------- ----------- -----------
Net increase (decrease) in net assets from
contractowners transactions ....................... 96,696 (60,288) (183,431) (199,738)
---------------------------------------------------- -------- ---------- ----------- -----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (1,318) -- (1,890)
---------------------------------------------------- -------- ---------- ----------- -----------
Increase (Decrease) in Net Assets .................. 102,970 (61,601) (139,547) (161,834)
Net Assets--Beginning of Period .................... 398 61,999 496,394 658,228
---------------------------------------------------- -------- ---------- ----------- -----------
Net Assets--End of Period .......................... $103,368 $ 398 $ 356,847 $ 496,394
==================================================== ======== ========== =========== ===========
---------------------------------------------------- -------------------------------
EQ/FI
Mid
Cap Value
-------------------------------
2006 2005
---------------------------------------------------- --------------- ---------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ (78,955) $ 375,976
Net realized gain (loss) on investments ........... 1,266,674 847,992
Change in unrealized appreciation
(depreciation) of investments ................... (14,755) (252,126)
---------------------------------------------------- ----------- -----------
Net increase (decrease) in net assets from
operations ........................................ 1,172,964 971,842
---------------------------------------------------- ----------- -----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 2,172,154 3,494,069
Transfers between funds and guaranteed
interest account, net .......................... (1,095,299) 252,636
Transfers for contract benefits and
terminations ................................... (2,110,909) (1,160,794)
Contract maintenance charges .................... (6,010) (8,105)
---------------------------------------------------- ----------- -----------
Net increase (decrease) in net assets from
contractowners transactions ....................... (1,040,064) 2,577,806
---------------------------------------------------- ----------- -----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (2,543)
---------------------------------------------------- ----------- -----------
Increase (Decrease) in Net Assets .................. 132,900 3,547,105
Net Assets--Beginning of Period .................... 10,921,267 7,374,162
---------------------------------------------------- ----------- -----------
Net Assets--End of Period .......................... $11,054,167 $10,921,267
==================================================== =========== ===========
The accompanying notes are an integral part of these financial statements.
FSA-54
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Continued)
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Enlarge/Download Table]
---------------------------------------------------- --------------- ------------------------- ---------------------------
EQ/GAMCO EQ/Janus EQ/JPMorgan
Small Company Large Cap Value
Value Growth Opportunities
--------------- ------------------------- ---------------------------
2006 2006 2005 2006 2005
---------------------------------------------------- --------------- ----------- ----------- ------------ ------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 1,260 $ -- $ 3 $ 16,188 $ 5,556
Net realized gain (loss) on investments ........... 8,676 7,171 17,367 17,760 (449)
Change in unrealized appreciation (depreciation)
of investments .................................. 2,700 (7,161) (3,833) 34,702 8,306
---------------------------------------------------- -------- --------- --------- --------- ---------
Net increase (decrease) in net assets from
operations ........................................ 12,636 10 13,537 68,650 13,413
---------------------------------------------------- -------- --------- --------- --------- ---------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 128,828 29,987 (147) 3,292 70,747
Transfers between funds and guaranteed
interest account, net .......................... 34,254 136,067 -- 24,000 (55)
Transfers for contract benefits and
terminations ................................... (119) (20,645) (86,396) (52,785) (79,014)
Contract maintenance charges .................... -- (1,739) (1,686) (3,745) (3,739)
---------------------------------------------------- -------- --------- --------- --------- ---------
Net increase (decrease) in net assets from
contractowners transactions ....................... 162,963 143,670 (88,229) (29,238) (12,061)
---------------------------------------------------- -------- --------- --------- --------- ---------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- -- (1,070) -- (1,891)
---------------------------------------------------- -------- --------- --------- --------- ---------
Increase (Decrease) in Net Assets .................. 175,599 143,680 (75,762) 39,412 (539)
Net Assets--Beginning of Period .................... -- 106,045 181,807 359,843 360,382
---------------------------------------------------- -------- --------- --------- --------- ---------
Net Assets--End of Period .......................... $175,599 $ 249,725 $ 106,045 $ 399,255 $ 359,843
==================================================== ======== ========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
FSA-55
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Continued)
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Enlarge/Download Table]
---------------------------------------------------- -------------------------- ---------------------------
EQ/Mercury
EQ/Marsico Basic Value
Focus Equity
-------------------------- ---------------------------
2006 2005 2006 2005
---------------------------------------------------- ------------- ------------ ------------- -------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 4,205 $ -- $ 12,301 $ 8,978
Net realized gain (loss) on investments ........... 72,804 71,473 34,054 218,148
Change in unrealized appreciation
(depreciation) of investments ................... (46,979) 1,198 42,202 (229,283)
---------------------------------------------------- ----------- --------- ----------- ----------
Net increase (decrease) in net assets from
operations ........................................ 30,030 72,671 88,557 (2,157)
---------------------------------------------------- ----------- --------- ----------- ----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 33,681 18,262 17,000 86,624
Transfers between funds and guaranteed
interest account, net .......................... (99,614) 278,350 12,000 (173,486)
Transfers for contract benefits and
terminations ................................... (166,682) (86,229) (171,000) (698,829)
Contract maintenance charges .................... (5,109) (6,014) (4,614) (8,996)
---------------------------------------------------- ----------- --------- ----------- ----------
Net increase (decrease) in net assets from
contractowners transactions ....................... (237,724) 204,369 (146,614) (794,687)
---------------------------------------------------- ----------- --------- ----------- ----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... 1 (2,105) 1 (2,635)
---------------------------------------------------- ----------- --------- ----------- ----------
Increase (Decrease) in Net Assets .................. (207,693) 274,935 (58,056) (799,479)
Net Assets--Beginning of Period .................... 675,850 400,915 460,745 1,260,224
---------------------------------------------------- ----------- --------- ----------- ----------
Net Assets--End of Period .......................... $ 468,157 $ 675,850 $ 402,689 $ 460,745
==================================================== =========== ========= =========== ==========
---------------------------------------------------- ---------------------------
EQ/Mercury
International
Value
---------------------------
2006 2005
---------------------------------------------------- ------------- -------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 12,877 $ 8,595
Net realized gain (loss) on investments ........... 106,042 39,933
Change in unrealized appreciation
(depreciation) of investments ................... (3,238) 7,161
---------------------------------------------------- ----------- -----------
Net increase (decrease) in net assets from
operations ........................................ 115,681 55,689
---------------------------------------------------- ----------- -----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 5,508 166,234
Transfers between funds and guaranteed
interest account, net .......................... 14,601 150,738
Transfers for contract benefits and
terminations ................................... (248,280) (131,717)
Contract maintenance charges .................... (4,871) (4,042)
---------------------------------------------------- ----------- -----------
Net increase (decrease) in net assets from
contractowners transactions ....................... (233,042) 181,213
---------------------------------------------------- ----------- -----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... 3 (1,954)
---------------------------------------------------- ----------- -----------
Increase (Decrease) in Net Assets .................. (117,358) 234,948
Net Assets--Beginning of Period .................... 518,081 283,133
---------------------------------------------------- ----------- -----------
Net Assets--End of Period .......................... $ 400,723 $ 518,081
==================================================== =========== ===========
The accompanying notes are an integral part of these financial statements.
FSA-56
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Continued)
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Enlarge/Download Table]
---------------------------------------------------- -----------------------------
EQ/MFS
Emerging
Growth
Companies
-----------------------------
2006 2005
---------------------------------------------------- ------------- ---------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ (26,997) $ (22,193)
Net realized gain (loss) on investments ........... 225,206 176,117
Change in unrealized appreciation
(depreciation) of investments ................... 6,752 59,588
---------------------------------------------------- ---------- -------------
Net increase (decrease) in net assets from
operations ........................................ 204,961 213,512
---------------------------------------------------- ---------- -------------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 763,337 847,611
Transfers between funds and guaranteed
interest account, net .......................... (189,824) (141,222)
Transfers for contract benefits and
terminations ................................... (540,668) (1,300,744)
Contract maintenance charges .................... (6,765) (10,227)
---------------------------------------------------- ---------- -------------
Net increase (decrease) in net assets from
contractowners transactions ....................... 26,080 (604,582)
---------------------------------------------------- ---------- -------------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (1,707)
---------------------------------------------------- ---------- -------------
Increase (Decrease) in Net Assets .................. 231,041 (392,777)
Net Assets--Beginning of Period .................... 2,915,400 3,308,177
---------------------------------------------------- ---------- -------------
Net Assets--End of Period .......................... $3,146,441 $ 2,915,400
==================================================== ========== =============
---------------------------------------------------- ------------------------- ---------------------------
EQ/MFS
Investors EQ/Money
Trust Market
------------------------- ---------------------------
2006 2005 2006 2005
---------------------------------------------------- ------------ ------------ ------------- -------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 746 $ 476 $ 33,258 $ 41,502
Net realized gain (loss) on investments ........... 557 (2,217) (5,060) (2,714)
Change in unrealized appreciation
(depreciation) of investments ................... 9,052 9,001 5,077 1,205
---------------------------------------------------- ---------- ---------- ---------- ----------
Net increase (decrease) in net assets from
operations ........................................ 10,355 7,260 33,275 39,993
---------------------------------------------------- ---------- ---------- ---------- ----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 12,125 1,191 554,292 94,914
Transfers between funds and guaranteed
interest account, net .......................... -- 49,240 410,828 (39,366)
Transfers for contract benefits and
terminations ................................... (30,000) (13,645) (664,796) (721,036)
Contract maintenance charges .................... (905) (932) (7,310) (13,680)
---------------------------------------------------- ---------- ---------- ---------- ----------
Net increase (decrease) in net assets from
contractowners transactions ....................... (18,780) 35,854 293,014 (679,168)
---------------------------------------------------- ---------- ---------- ---------- ----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (1,436) -- (2,069)
---------------------------------------------------- ---------- ---------- ---------- ----------
Increase (Decrease) in Net Assets .................. (8,425) 41,678 326,289 (641,244)
Net Assets--Beginning of Period .................... 97,219 55,541 969,002 1,610,246
---------------------------------------------------- ---------- ---------- ---------- ----------
Net Assets--End of Period .......................... $ 88,794 $ 97,219 $1,295,291 $ 969,002
==================================================== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
FSA-57
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Continued)
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Enlarge/Download Table]
--------------------------------------------------------------------------------------------------------------------------
EQ/Small
EQ/PIMCO EQ/Small Cap Company
Real Return Value Index
------------- -------------------------- ----------------------------
2006 2006 2005 2006 2005
---------------------------------------------------- ------------- ------------ ------------- -------------- -------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 2,740 $ 31,578 $ 35,459 $ 12,475 $ 452
Net realized gain (loss) on investments ........... 989 55,490 125,170 358,672 401,984
Change in unrealized appreciation
(depreciation) of investments ................... (3,572) 14,374 (117,326) 198,332 (301,838)
---------------------------------------------------- -------- -------- ---------- ---------- ----------
Net increase (decrease) in net assets from
operations ........................................ 157 101,442 43,303 569,479 100,598
---------------------------------------------------- -------- -------- ---------- ---------- ----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 79,078 5,213 54,411 1,666,967 982,369
Transfers between funds and guaranteed
interest account, net .......................... 4,169 (36,713) 150,935 (98,211) (509,150)
Transfers for contract benefits and
terminations ................................... (100) (215,411) (333,946) (436,885) (246,050)
Contract maintenance charges .................... -- (6,214) (8,668) -- --
---------------------------------------------------- -------- -------- ---------- ---------- ----------
Net increase (decrease) in net assets from
contractowners transactions ....................... 83,147 (253,125) (137,268) 1,131,871 227,169
---------------------------------------------------- -------- -------- ---------- ---------- ----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- -- (2,909) -- --
---------------------------------------------------- -------- -------- ---------- ---------- ----------
Increase (Decrease) in Net Assets .................. 83,304 (151,683) (96,874) 1,701,350 327,767
Net Assets--Beginning of Period .................... -- 748,834 845,708 3,205,966 2,878,199
---------------------------------------------------- -------- -------- ---------- ---------- ----------
Net Assets--End of Period .......................... $ 83,304 $597,151 $ 748,834 $4,907,316 $3,205,966
==================================================== ======== ======== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
FSA-58
Separate Account No. 66
of AXA Equitable Life Insurance Company
Statements of Changes in Net Assets (Concluded)
For the Years Ended December 31,
--------------------------------------------------------------------------------
[Download Table]
---------------------------------------------------- ---------------------------
EQ/Van Kampen
Emerging Markets
Equity
---------------------------
2006 2005
---------------------------------------------------- ------------- -------------
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ...................... $ 3,223 $ 2,339
Net realized gain (loss) on investments ........... 283,360 81,555
Change in unrealized appreciation
(depreciation) of investments ................... 11,208 55,663
---------------------------------------------------- ---------- ----------
Net increase (decrease) in net assets from
operations ........................................ 297,791 139,557
---------------------------------------------------- ---------- ----------
Contractowners Transactions:
Contributions and Transfers:
Payments received from contractowners ........... 387,097 13,269
Transfers between funds and guaranteed
interest account, net .......................... 420,817 96,365
Transfers for contract benefits and
terminations ................................... (247,042) (109,149)
Contract maintenance charges .................... (5,579) (4,827)
---------------------------------------------------- ---------- ----------
Net increase (decrease) in net assets from
contractowners transactions ....................... 555,293 (4,342)
---------------------------------------------------- ---------- ----------
Net increase (decrease) in amount retained by
Equitable Life in Separate Account No. 66 ......... -- (3,329)
---------------------------------------------------- ---------- ----------
Increase (Decrease) in Net Assets .................. 853,084 131,886
Net Assets--Beginning of Period .................... 516,491 384,605
---------------------------------------------------- ---------- ----------
Net Assets--End of Period .......................... $1,369,575 $ 516,491
==================================================== ========== ==========
The accompanying notes are an integral part of these financial statements.
FSA-59
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements
December 31, 2006
--------------------------------------------------------------------------------
1. Organization
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled), and
66 (collectively, the Funds or Accounts) of AXA Equitable Life Insurance
Company ("AXA Equitable"), a subsidiary of AXA Financial, Inc., were
established and maintained in conformity with the New York State Insurance
Law. Pursuant to such law, to the extent provided in the applicable
contracts, the net assets in the Funds are not chargeable with liabilities
arising out of any other business of AXA Equitable. These financial
statements reflect the total net assets and results of operations for
Separate Account Nos. 13, 10, 4, 3 and 66. Annuity contracts issued by AXA
Equitable are Momentum Strategy, Retirement Investment Account ("RIA"),
Members Retirement Program ("MRP"), American Dental Association Members
Retirement Program ("ADA") and Equi-Pen-Plus ("EPP") (collectively, the
Plans). Institutional reflects investments in Funds by group annuity
contracts issued by AXA Equitable. Assets of the Plans and Institutional are
invested in a number of investment Funds (available Funds vary by Plan).
Separate Account No. 66 consists of 31 investment options. The Account
invests in shares of mutual funds of EQ Advisors Trust ("EQAT") and AXA
Premier VIP Trust ("VIP") (collectively "The Trusts"). The Trusts are
open-end diversified management companies that sell shares of a portfolio
("Portfolio") of a mutual fund to separate accounts of insurance companies.
Each Portfolio of the Trusts has separate investment objectives. These
financial statements and notes are those of the Account.
The contractowners invest in Separate Account Nos. 13, 10, 4, 3 and 66 under
the following respective names:
Momentum Strategy
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Separate Account No. 13 The AllianceBernstein Bond Fund(9)
Separate Account No. 10 The AllianceBernstein Balanced Fund(10)
Separate Account No. 4 The AllianceBernstein Growth Equity Fund(11)
Separate Account No. 3 The AllianceBernstein Mid Cap Growth Fund(12)
RIA
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Separate Account No. 13 The AllianceBernstein Bond Fund(9)
Separate Account No. 10 The AllianceBernstein Balanced Fund(10)
Separate Account No. 4 The AllianceBernstein Common Stock Fund(13)
Separate Account No. 3 The AllianceBernstein Mid Cap Growth Fund(12)
FSA-60
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
1. Organization (Continued)
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Separate Account No. 66: AXA Premier VIP High Yield EQ/Capital Guardian Research
AXA Premier VIP Technology EQ/Capital Guardian U.S. Equity
EQ/AllianceBernstein Growth EQ/Equity 500 Index
and Income(1) EQ/Evergreen Omega
EQ/AllianceBernstein Intermediate EQ/FI Mid Cap
Government Securities(2) EQ/FI Mid Cap Value(14)
EQ/AllianceBernstein EQ/Janus Large Cap Growth
International(3) EQ/JPMorgan Value
EQ/AllianceBernstein Large Cap Opportunities
Growth(4) EQ/Marsico Focus
EQ/AllianceBernstein Quality EQ/Mercury Basic Value Equity
Bond(5) EQ/Mercury International Value
EQ/AllianceBernstein Small Cap EQ/MFS Emerging Growth
Growth(6) Companies
EQ/AllianceBernstein Value(7) EQ/MFS Investors Trust
EQ/Calvert Socially Responsible EQ/Money Market
EQ/Capital Guardian Growth EQ/Small Cap Value(8)
EQ/Capital Guardian International EQ/Van Kampen Emerging
Markets Equity
MRP
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Separate Account No. 10 The AllianceBernstein Balanced
Fund(10)
Separate Account No. 4 The AllianceBernstein Growth
Equity Fund(11)
Separate Account No. 3 The AllianceBernstein Mid Cap
Growth Fund(12)
Separate Account No. 66: AXA Premier VIP Technology EQ/Equity 500 Index
EQ/AllianceBernstein Intermediate EQ/FI Mid Cap Value(14)
Government Securities(2) EQ/GAMCO Small Company
EQ/AllianceBernstein Value
International(3) EQ/MFS Emerging Growth
EQ/AllianceBernstein Value(7) Companies
EQ/Calvert Socially Responsible EQ/PIMCO Real Return
EQ/Capital Guardian International EQ/Small Company Index
EQ/Capital Guardian Research EQ/Van Kampen Emerging
EQ/Capital Guardian U.S. Equity Markets Equity
ADA
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Separate Account No. 4 The Growth Equity Fund
EPP
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Separate Account No. 10 The AllianceBernstein Balanced
Fund(10)
FSA-61
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
1. Organization (Concluded)
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Separate Account No. 4 The AllianceBernstein Common
Stock Fund(13)
Institutional
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Separate Account No. 13 Intermediate Duration Bond Account
Separate Account No. 10 Strategic Balanced Management Account
Separate Account No. 4 Growth Stock Account
Separate Account No. 3 Mid Cap Growth Stock Account
-----------
(1) Formerly known as EQ/Alliance Growth and Income.
(2) Formerly known as EQ/Alliance Intermediate Government Securities.
(3) Formerly known as EQ/Alliance International.
(4) Formerly known as EQ/Alliance Premier Growth.
(5) Formerly known as EQ/Alliance Quality Bond.
(6) Formerly known as EQ/Alliance Small Cap Growth.
(7) Formerly known as EQ/Bernstein Diversified Value.
(8) Formerly known as EQ/Lazard Small Cap Value.
(9) Formerly known as The Alliance Bond Fund.
(10) Formerly known as The Alliance Balanced Fund.
(11) Formerly known as The Alliance Growth Equity Fund.
(12) Formerly known as The Alliance Mid Cap Growth Fund.
(13) Formerly known as The Alliance Common Stock Fund.
(14) Formerly known as EQ/FI Small/Mid Cap Value.
Under applicable insurance law, the assets and liabilities of the Accounts
are clearly identified and distinguished from AXA Equitable's other assets
and liabilities. The assets of the Accounts are the property of AXA
Equitable. However, the portion of the Accounts' assets attributable to the
contracts will not be chargeable with liabilities arising out of any other
business AXA Equitable may conduct. The excess of assets over reserves and
other contract liabilities, if any, in Separate Account Nos. 4 and 66 may be
transferred to AXA Equitable's General Account. AXA Equitable's General
Account is subject to creditor rights.
The amount retained by AXA Equitable in Separate Account Nos. 4 and 66 arises
principally from (1) contributions from AXA Equitable, (2) expense risk
charges accumulated in the account, and (3) that portion, determined ratably,
of the account's investment results applicable to those assets in the account
in excess of the net assets for the contracts. Amounts retained by AXA
Equitable are not subject to charges for expense risks.
2. Significant Accounting Policies
The accompanying financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America
(GAAP). The preparation of financial statements in accordance with GAAP
requires management to make estimates and assumptions that affect the
reported amounts and disclosures. Actual results could differ from those
estimates.
Investment securities for Separate Account Nos. 13, 10, 4 and 3 are valued as
follows:
Stocks listed on national securities exchanges and certain over-the-counter
issues traded on the National Association of Securities Dealers, Inc.
Automated Quotation (NASDAQ) national market system are valued at the last
sale price, or, if there is no sale, at the latest available bid price.
Foreign securities not traded directly, or in American Depositary Receipt
(ADR) form in the United States, are valued at the last sale price in the
local currency on an exchange in the country of origin. Foreign currency is
converted into its U.S. dollar equivalent at current exchange rates.
FSA-62
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
2. Significant Accounting Policies (Continued)
Forward contracts are valued at their last sale price or, if there is no
sale, at the latest available bid price.
United States Treasury securities and other obligations issued or guaranteed
by the United States Government, its agencies or instrumentalities are valued
at representative quoted prices.
Long-term (i.e., maturing in more than a year) publicly traded corporate
bonds are valued at prices obtained from a bond pricing service of a major
dealer in bonds when such prices are available; however, in circumstances
where AXA Equitable and Alliance deem it appropriate to do so, an
over-the-counter or exchange quotation may be used.
Convertible preferred stocks listed on national securities exchanges are
valued at their last sale price or, if there is no sale, at the latest
available bid price.
Convertible bonds and unlisted convertible preferred stocks are valued at bid
prices obtained from one or more major dealers in such securities; where
there is a discrepancy between dealers, values may be adjusted based on
recent premium spreads to the underlying common stock.
Other assets that do not have a readily available market price are valued at
fair value as determined in good faith by AXA Equitable's investment
officers.
Short-term debt securities purchased directly by the AXA Equitable Funds
which mature in 60 days or less are valued at amortized cost. Short-term debt
securities which mature in more than 60 days are valued at representative
quoted prices.
The value of the investments in Separate Account No. 66 held in the Trusts is
calculated by multiplying the number of shares held in each Portfolio by the
net asset value per share of that Portfolio determined as of the close of
business each day. The net asset value is determined by the Trusts using the
market or fair value of the underlying assets of the Portfolio less
liabilities. For Separate Account No. 66, realized gains and losses include
(1) gains and losses on redemptions of Trust shares (determined on the
identified cost basis) and (2) Trust distributions representing the net
realized gains on Trust investment transactions. Dividends and distributions
of capital gains of the Trusts are automatically reinvested on the
ex-dividend date.
Security transactions are recorded on the trade date. Amortized cost of debt
securities where applicable are adjusted for amortization of premium or
accretion of discount. Dividend income is recorded on the ex-dividend date;
interest income (including amortization of premium and discount on securities
using the effective yield method) is accrued daily. Realized gains and losses
on the sale of investments are computed on the basis of the identified cost
of the related investments sold.
Transactions denominated in foreign currencies are recorded at the rate
prevailing at the date of such transactions. Asset and liability accounts
that are denominated in a foreign currency are adjusted to reflect the
current exchange rate at the end of the period. Transaction gains or losses
resulting from changes in the exchange rate during the reporting period or
upon settlement of the foreign currency transactions are reflected under
"Realized and Unrealized Gain (Loss) on Investments" in the Statement of
Operations.
Separate Account No. 10 may enter into forward currency contracts in order to
hedge its exposure to changes in foreign currency exchange rates on its
foreign security holdings.
Forward contracts are agreements to buy or sell a foreign currency for a set
price in the future. During the period the forward contracts are open,
changes in the value of the contract are recognized as unrealized gains or
losses
FSA-63
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
2. Significant Accounting Policies (Concluded)
by "marking-to-market" on a daily basis to reflect the market value of the
contract at the end of each trading day. The realized gain or loss arising
from the difference between the original contracts and the closing of such
contracts is included in realized gains or losses from foreign currency
transactions. The use of forward transactions involves the risk of imperfect
correlation in movements in the price of forward contracts, interest rates
and the underlying hedged assets.
Forward contracts involve elements of both market and credit risk in excess
of the amounts reflected in the Statement of Assets and Liabilities. The
contract amounts of these forward contracts reflect the extent of the Fund's
exposure to off-balance sheet risk. The Fund bears the market risk that
arises from any changes in security values. Forward contracts are entered
into directly with the counterparty and not through an exchange and can be
terminated only by agreement of both parties to the contract. There is no
daily margin settlement and the Fund is exposed to the risk of default by the
counterparty.
At December 31, 2006, Separate Account No. 10 had no outstanding forward
currency contracts to buy/sell foreign currencies.
Net assets allocated to contracts in the payout period are computed according
to various mortality tables, depending on the year the benefits were
purchased. The tables used are the 1971 GAM table, the 1983 GAM table, and
the 1994 GAR. The assumed investment returns vary by contract and range from
4 percent to 6.5 percent. The contracts are participating group annuities,
and, thus, the mortality risk is borne by the contractholder, as long as the
contract has not been discontinued. AXA Equitable retains the ultimate
obligation to pay the benefits if the contract funds become insufficient and
the contractholder elects to discontinue the contract.
Amounts due to/from the General Account or receivable/payable for policy
related transactions represent receivables/payables for policy related
transactions predominately related to premiums, surrenders and death
benefits.
Payments received from contractowners represent participant contributions
under the contracts (excluding amounts allocated to the guaranteed interest
option, reflected in the General Account). The amount allocated to the
guaranteed interest option earns interest at the current guaranteed interest
rate which is an annual effective rate.
The operations of the Account are included in the federal income tax return
of AXA Equitable, which is taxed as a life insurance company under the
provisions of the Internal Revenue Code. No federal income tax based on net
income or realized and unrealized capital gains is currently applicable to
contracts participating in the Funds by reason of applicable provisions of
the Internal Revenue Code and no federal income tax payable by AXA Equitable
is expected to affect the unit value of the contracts participating in the
Account. Accordingly, no provision for federal income taxes is required.
However, AXA Equitable retains the right to charge for any federal income tax
incurred which is applicable to the Account if the law is changed.
3. Purchases and Sales on Investments
The cost of purchases and proceeds from sales of investments for the year
ended December 31, 2006 were as follows for Separate Account No. 66:
FSA-64
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
3. Purchases and Sales on Investments (Concluded)
[Enlarge/Download Table]
Purchases Sales
------------ ------------
AXA Premier VIP High Yield ...................................... $ 193,212 $ 868,054
AXA Premier VIP Technology ...................................... 673,905 563,097
EQ/AllianceBernstein Growth & Income ............................ 1,155,737 2,076,265
EQ/AllianceBernstein Intermediate Government Securities ......... 807,544 756,220
EQ/AllianceBernstein International .............................. 6,824,574 4,173,005
EQ/AllianceBernstein Large Cap Growth ........................... 104,293 237,671
EQ/AllianceBernstein Quality Bond ............................... 144,467 659,361
EQ/AllianceBernstein Small Cap Growth ........................... 184,970 278,072
EQ/AllianceBernstein Value ...................................... 2,910,343 1,582,976
EQ/Calvert Socially Responsible ................................. 487,523 348,679
EQ/Capital Guardian Growth ...................................... 1,569 21,515
EQ/Capital Guardian International ............................... 1,924,971 438,190
EQ/Capital Guardian Research .................................... 1,112,146 1,290,497
EQ/Capital Guardian U.S. Equity ................................. 667,061 231,178
EQ/Equity 500 Index ............................................. 3,912,629 2,921,782
EQ/Evergreen Omega .............................................. 106,646 395
EQ/FI Mid Cap ................................................... 313,779 477,516
EQ/FI Mid Cap Value ............................................. 2,744,935 2,921,217
EQ/GAMCO Small Company Value .................................... 209,254 37,752
EQ/Janus Large Cap Growth ....................................... 166,250 23,358
EQ/JPMorgan Value Opportunities ................................. 52,852 55,980
EQ/Marsico Focus ................................................ 460,934 686,721
EQ/Mercury Basic Value Equity ................................... 103,479 219,933
EQ/Mercury International Value .................................. 49,540 255,346
EQ/MFS Emerging Growth Companies ................................ 674,196 675,469
EQ/MFS Investors Trust .......................................... 12,871 30,905
EQ/Money Market ................................................. 1,217,518 891,383
EQ/PIMCO Real Return ............................................ 142,781 56,894
EQ/Small Cap Value .............................................. 242,631 425,691
EQ/Small Company Index .......................................... 1,999,720 657,382
EQ/Van Kampen Emerging Markets Equity ........................... 1,107,995 451,144
Investment Security Transactions
For the year ended December 31, 2006, investment security transactions,
excluding short-term debt securities, were as follows for Separate Account
Nos. 13, 10, 4 and 3:
[Enlarge/Download Table]
Purchases Sales
----------------------------- ----------------------------
Stocks U.S. Stocks U.S.
and Debt Government and Debt Government
Fund Securities and Agencies Securities and Agencies
--------------------------------- -------------- -------------- -------------- -------------
Separate Account No. 13 ......... $25,431,563 $25,586,151 $27,374,609 $29,988,998
Separate Account No. 10 ......... 79,389,599 7,005,917 83,724,723 8,619,436
Separate Account No. 4 .......... 362,865,589 -- 481,975,342 --
Separate Account No. 3 .......... 130,951,265 -- 146,537,923 --
4. Related Party Transactions
In Separate Account No. 66 the assets in each variable investment option are
invested in shares of a
FSA-65
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
4. Related Party Transactions (Concluded)
corresponding mutual fund portfolio of the Trusts. Shares are offered by the
Trusts at net asset value. Shares in which the variable investment options
are invested are in either one of two classes. Both classes are subject to
fees for investment management and advisory services and other Trust
expenses. One class of shares ("Class A shares") is not subject to
distribution fees imposed pursuant to a distribution plan. The other class of
shares ("Class B shares") is subject to distribution fees imposed under a
distribution plan (herein, the "Rule 12b-1 Plans") adopted by the Trusts. The
Rule 12b-1 Plans provide that the Trusts, on behalf of each Portfolio, may
charge annually up to 0.25% of the average daily net assets of a Portfolio
attributable to its Class B shares in respect of activities primarily
intended to result in the sale of the Class B shares. These fees are
reflected in the net asset value of the shares.
AXA Equitable serves as investment manager of the Trusts and as such receives
management fees for services performed in its capacity as investment manager
of the Trusts. AXA Equitable oversees the activities of the investment
advisors with respect to the Trusts and is responsible for retaining or
discontinuing the services of those advisors. Fees generally vary depending
on net asset levels of individual portfolios and range for EQAT and VIP from
a low of 0.25% to a high of 1.20% of average daily net assets. AXA Equitable
as investment manager pays expenses for providing investment advisory
services to the Portfolios, including the fees of the Advisors of each
Portfolio. In addition, AXA Advisors, LLC ("AXA Advisors") and AXA
Distributors, LLC, affiliates of AXA Equitable, may also receive distribution
fees under Rule 12b-1 Plans as described above.
AllianceBernstein L.P. (formerly Alliance Capital Management L.P.
("AllianceBernstein")) serves as an investment advisor for the
EQ/AllianceBernstein Portfolios; EQ/Equity 500 Index and Separate Accounts
13, 10, 4 and 3; as well as a portion of AXA Premier VIP High Yield and
EQ/Money Market. AllianceBernstein is a publicly traded limited partnership
which is indirectly majority-owned by AXA Equitable and AXA Financial, Inc.
(parent to AXA Equitable).
AXA Advisors is an affiliate of AXA Equitable, and a distributor and
principal underwriter of the contracts and the Account. AXA Advisors is
registered with the Securities and Exchange Commission ("SEC") as a
broker-dealer and is a member of the National Association of Securities
Dealers, Inc.
The contracts are sold by financial professionals who are registered
representatives of AXA Advisors and licensed insurance agents of AXA Network,
LLC ("AXA Network") or its subsidiaries (affiliates of AXA Equitable). AXA
Advisors receives commissions and other service-related payments under its
distribution agreement with AXA Equitable and its networking agreement with
AXA Network.
AXA Equitable, AllianceBernstein, and AXA Advisors seek to obtain the best
price and execution of all orders placed for the portfolios of the Equitable
Funds considering all circumstances. In addition to using brokers and dealers
to execute portfolio security transactions for accounts under their
management, AXA Equitable, AllianceBernstein, and AXA Advisors may also enter
into other types of business and securities transactions with brokers and
dealers, which will be unrelated to allocation of the AXA Equitable Funds'
portfolio transactions.
At December 31, 2006, interests of retirement and investment plans for
employees, managers and agents of AXA Equitable in Separate Account Nos. 4
and 3 aggregated $161,435,539 (27.0%) and $61,901,819 (63.8%), respectively,
of the net assets in these Funds.
FSA-66
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
5. Asset Charges
Charges and fees relating to the Funds are paid to AXA Equitable and are
deducted in accordance with the terms of the various contracts which
participate in the Funds. Depending upon the terms of a contract,
sales-related fees and operating expenses are paid (i) by a reduction of an
appropriate number of Fund Units or (ii) by a direct payment.
Momentum Strategy
Fees with respect to the Momentum Strategy contracts are as follows:
Daily Separate Account Charge:
On a daily basis a charge at an annual rate of 1.25% for Separate Account 4,
10 and 13, 1.40% for Separate Account 3 (maximum charge is 1.40%); is
deducted from the net assets attributable to the Momentum Strategy units.
This fee is to cover expense risk, mortality risk, other charges and
operating expenses of the contract.
Administrative Fees:
Participant Administrative Charge -- At the end of each calendar quarter, a
maximum record maintenance and report fee of $3.75 ($15.00 per year) is
either deducted from the Participant Retirement Account Value or billed to
the employer. No charge is assessed if average account value is at least
$20,000. Additionally, the Participant Retirement Account Value is assessed
for the fee if the charge is not paid by the employer or the plan has less
than 10 participants in the contract.
Plan Recordkeeping Service Charge with Checkwriting -- Employers electing
plan recordkeeping with checkwriting services are subject to a charge of $25
per check. These amounts are withdrawn from the Participant Retirement
Account Value before withdrawal.
Loan Charge -- A loan set up charge of $25 is made at the time the loan is
set up. This is a one time charge per active loan. Quarterly loan
recordkeeping charge is $6 per outstanding loan. Charge is deducted from the
Participant Retirement Account Value.
Contingent Withdrawal Charge -- Certain withdrawals are subject to defined
contingent withdrawal charges. The maximum charge is 6% of the total plan
assets withdrawn. Charge is deducted from the Participant Retirement Account
Value in addition to the amount withdrawn.
State Premium and other applicable taxes -- charge for state premium and
other applicable taxes deducted is designed to approximate certain taxes that
may be imposed. When applicable, this amount is deducted from contributions.
Generally, the charge is deducted from the amount applied to provide an
annuity payout option.
Operating and Expense Charges:
In addition to the charges and fees mentioned above, the Funds are charged
for certain costs and expenses directly related to their operations. These
may include transfer taxes, SEC filing fees and certain related expenses
including printing of SEC filings, prospectuses and reports. These charges
and fees are reflected as reductions of unit value.
RIA
Charges and fees relating to the Funds are paid to AXA Equitable and are
deducted in accordance with the terms of the various contracts which
participate in the Funds. Depending upon the terms of a contract,
sales-related
FSA-67
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
5. Asset Charges (Continued)
fees and operating expenses are paid (i) by a reduction of an appropriate
number of Fund Units or (ii) by a direct payment. Fees with respect to the
Retirement Investment Account (RIA) contracts are as follows:
Investment Management Fee:
An annual fee of 0.50% of the net assets attributable to RIA units is
assessed for the AllianceBernstein Bond, AllianceBernstein Balanced,
AllianceBernstein Common Stock and AllianceBernstein Mid Cap Growth Funds.
These fees are reflected as a reduction of the RIA Unit Value.
Administrative Fees:
Contracts investing in the Funds are subject to certain administrative
expenses according to contract terms. Depending upon the terms of a contract,
fees are paid (i) by a reduction of an appropriate number of Fund units or
(ii) by a direct payment. These fees may include:
Ongoing Operations Fee -- An expense charge is made based on the combined net
balances of each fund. Depending upon when the employer adopted RIA, the
monthly rate ranges from 1/12 of 1.25% to 1/12 of 0.50% or from 1/12 of 1.25%
to 1/12 of 0.25%. Depending upon the terms of a contract, fees are paid (i)
by a reduction of an appropriate number of Fund units or (ii) by a direct
payment.
Participant Recordkeeping Services Charge -- Employers electing RIA's
optional Participant Recordkeeping Services are subject to an annual charge
of $25 per employee-participant under the employer plan. Depending upon the
terms of a contract, fees are paid (i) by a reduction of an appropriate
number of Fund units or (ii) by a direct payment.
Contingent Withdrawal Charge -- Certain withdrawals are subject to defined
contingent withdrawal charges. The maximum charge is 6% of the total plan
assets withdrawn and is deducted as a liquidation of fund units.
Loan Fee -- A loan fee equal to 1% of the amount withdrawn as loan principal
is deducted on the date the plan loan is made.
Operating and Expense Charges:
In addition to the charges and fees mentioned above, the Funds are charged
for certain costs and expenses directly related to their operations. These
may include transfer taxes, SEC filing fees and certain related expenses
including printing of SEC filings, prospectuses and reports. These charges
and fees are reflected as reductions of unit value.
MRP
Charges and fees relating to the Funds paid to AXA Equitable are deducted in
accordance with the terms of the various contracts which participate in the
Funds. With respect to the Members Retirement Program these expenses consist
of investment management and accounting fees, program expense charge, direct
expenses and record maintenance and report fees. These charges and fees are
paid to AXA Equitable and are recorded as expenses in the accompanying
Statement of Operations. Fees with respect to the Members Retirement Program
contracts are as follows:
The below discusses expenses related to Separate Accounts Nos. 3, 4, 10 and
66:
FSA-68
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
5. Asset Charges (Continued)
o Program Expense Charge--An expense charge is made at an effective annual
rate of 1.00% of the combined value of all investment options maintained
under the contract with AXA Equitable and is deducted monthly.
o Investment Management Fees--An expense charge is made daily at an
effective annual rate of 0.50% of the net assets of the AllianceBernstein
Growth Equity and AllianceBernstein Balanced Funds and an effective annual
rate of 0.65% for the AllianceBernstein Mid Cap Growth Fund.
o Direct Operating and Other Expenses--In addition to the charges and fees
mentioned above, the Funds are charged for certain costs and expenses
directly related to their operations. These may include transfer taxes,
SEC filing fees and certain related expenses including printing of SEC
filings, prospectuses and reports. These charges and fees are reflected as
a reduction of the unit value.
o A record maintenance and report fee of $3.75 is deducted quarterly as a
liquidation of fund units.
ADA
Charges and fees relating to the Funds are deducted in accordance with the
terms of the various contracts which participate in the Fund. Depending upon
the terms of a contract, sales-related fees and operating expenses are paid
(i) by a reduction of an appropriate number of Fund Units or (ii) by a direct
payment. These charges and fees are paid to AXA Equitable and are recorded as
expenses in the accompanying Statement of Operations. Fees with respect to
the American Dental Association Members Retirement Program are as follows:
Investment Management and Administration Fees (Investment Management Fees):
AXA Equitable receives a fee based on the value of the Growth Equity Fund at
a monthly rate of 1/12 of (i) 0.29 of 1% of the first $100 million and (ii)
0.20 of 1% of the excess over $100 million of its ADA Program assets.
An Administrative fee is charged at a daily rate of 0.15% of average daily
net assets.
Operating and Expense Charges:
Program Expense Charge -- In the years prior to May 1, 2006 the expense
charge was made on the combined value of all investment options maintained
under the contract with AXA Equitable at a monthly rate 1/12 of 0.635 of 1%
for all asset levels.
Effective May 1, 2006 an expense charge is made on the combined value of all
investment options maintained under the contract with AXA Equitable at a
monthly rate of 1/12 of 0.633%.
A portion of the Program Expense Charge assessed by AXA Equitable is made on
behalf of the ADA and is equal to a monthly rate of 1/12 of 0.01 of 1% for
all asset levels.
Other Expenses -- In addition to the charges and fees mentioned above, the
Fund is charged for certain costs and expenses directly related to its
operations. These may include transfer taxes, SEC filing fees and certain
related expenses including printing of SEC filings, prospectuses and reports.
A record maintenance and report fee of $3 is deducted quarterly from each
participant's aggregate account balance. For clients with Investment Only
plans, a record maintenance fee of $1 is deducted quarterly.
FSA-69
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
5. Asset Charges (Continued)
EPP
Charges and fees relating to the Funds are paid to AXA Equitable and are
deducted in accordance with the terms of the various contracts, which
participate in the Funds. Depending upon the terms of a contract,
sales-related fees and operating expenses are paid (i) by a reduction of an
appropriate number of Fund Units or (ii) by a direct payment. Fees with
respect to the Equi-Pen-Plus Master Plan and Retirement Trust are as follows:
Investment Management Fee:
An annual fee of 0.25% of the total plan and trust net assets held in each
Separate Account is deducted daily. This fee is reflected as reduction in EPP
unit value.
Administrative Fees:
Ongoing Operations Fee -- An expense charge is made based on each client's
combined balance of Master Plan and Trust net assets in the Separate and
Fixed Income Accounts at a monthly rate of 1/12 of (i) 1% of the first
$500,000, (ii) 0.75% of the next $500,000 and (iii) 0.50% of the excess over
$1,000,000.
Participant Recordkeeping Services Charge -- Employers electing
Equi-Pen-Plus's optional Participant Recordkeeping Services are subject to an
annual charge of $25 per employee-participant under the employer plan.
Withdrawal Charge -- A charge is applied if the client terminates plan
participation in the Master Retirement Trust and if the client transfers
assets to another funding agency before the fifth anniversary of the date AXA
Equitable accepts the participation agreement. The redemption charge is
generally paid via a liquidation of units held in the fund and will be based
on the following schedule:
[Download Table]
For Termination Occurring In: Withdrawal Charge:
------------------------------- ------------------------------
Years 1 and 2 ........... 3% of all Master Trust assets
Years 3 and 4 ........... 2% of all Master Trust assets
Year 5 .................. 1% of all Master Trust assets
After Year 5 ............ No Withdrawal Charge
Operating and Expense Charges:
In addition to the charges and fees mentioned above, the Funds are charged
for certain costs and expenses directly related to their operations. These
may include custody, audit and printing of reports. These charges and fees
are reflected as reduction of unit value.
Institutional
Asset Management Fees
Asset management fees are charged to clients investing in the Separate
Accounts. The fees are based on the prior month-end net asset value (as
defined) of each client's aggregate interest in AXA Equitable's Separate
Accounts, and are determined monthly. Clients can either pay the fee directly
by remittance to the Separate Account or via liquidation of units held in the
Separate Accounts. The fees are calculated for each client in accordance with
the schedule set forth below:
FSA-70
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
5. Asset Charges (Concluded)
[Download Table]
Each Client's Aggregate Interest Annual Rate
--------------------------------------- -------------
Minimum Fee ..................... $5,000
First $2 million................. 0.85 of 1%
Next $3 million.................. 0.60 of 1%
Next $5 million.................. 0.40 of 1%
Next $15 million................. 0.30 of 1%
Next $75 million................. 0.25 of 1%
Excess over $100 million......... 0.20 of 1%
There is an additional charge made to clients utilizing AXA Equitable's
Active Investment Management Service (AIMS). The service is optional and
delegates to AllianceBernstein the responsibility for actively managing the
client's assets among AXA Equitable's Separate Accounts. In the event that
the client chooses this service, the additional fee is based on the combined
net asset value of the client's assets in the Separate Accounts. Clients
electing this service either pay the fee directly by remittance to the
Separate Account or via liquidation of units held in the Separate Account.
The charge is assessed on a monthly basis at the annual rates shown below:
[Download Table]
Client's Aggregate Interest Annual Rate
------------------------------- ------------
Minimum Fee ............. $2,500
First $5 million......... 0.100%
Next $5 million.......... 0.075%
Next $5 million.......... 0.050%
Over $15 million......... 0.025%
Asset management fees, asset allocation fees and AIMS fees are paid to AXA
Equitable.
Administrative Fees
Certain client contracts provide for a fee for administrative services to be
paid directly to AXA Equitable. This administrative fee is calculated
according to the terms of the specific contract and is generally paid via a
liquidation of units held in the funds in which the contract invests. Certain
of these client contracts provide for administrative fees to be paid through
a liquidation of units from a Short-term liquidity account. The payment of
the fee for administrative services has no effect on other separate account
clients or the unit values of the separate accounts.
Operating and Expense Charges
In addition to the charges and fees mentioned above, the Separate Accounts
are charged for certain costs and expenses directly related to their
operations. These charges may include custody and audit fees, and result in
reduction of Separate Account unit values.
Administrative fees paid through a liquidation of units in Separate Account
No. 66 are shown in the Statements of Changes in Net Assets as Contract
maintenance charges. The aggregate of all other fees are included in
Asset-based charges in the Statements of Operations. Asset-based charges are
comprised of accounting and administration fees.
FSA-71
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
6. Changes in Units Outstanding
Accumulation units issued and redeemed during the year ended December 31,
were (in thousands):
Separate Account Nos. 13, 10, 4 and 3:
[Enlarge/Download Table]
Alliance- Alliance-
Bernstein Bernstein
Bond Fund Balanced Fund
--------------- --------------------
2006 2005 2006 2005
------ -------- ---------- ---------
Momentum Strategy
Issued ............................................... 2 1 7 10
Redeemed ............................................. -- (--) (12) (8)
-- --- --- ----
Net Increase (Decrease) .............................. 2 1 (5) 2
-- --- ---- ----
Alliance- Alliance-
Bernstein Growth Bernstein Mid Cap
Equity Fund Growth Fund
------------------- -------------------
2006 2005 2006 2005
--------- --------- --------- ---------
Momentum Strategy
Issued ............................................... 1 1 2 4
Redeemed ............................................. (5) (1) (7) (2)
---- ---- ---- ----
Net Increase (Decrease) .............................. (4) -- (5) 2
---- ---- ---- ----
[Enlarge/Download Table]
Alliance- Alliance- Alliance- Alliance-
Bernstein Bernstein Bernstein Common Bernstein Mid Cap
Bond Fund Balanced Fund Stock Fund Growth Fund
---------------- ------------------ -------------------- ------------------
2006 2005 2006 2005 2006 2005 2006 2005
--------- ------ -------- --------- --------- ---------- --------- --------
RIA
Issued ................. -- -- 3 6 1 2 2 2
Redeemed ............... (1) -- (15) (135) (6) (11) (8) (13)
----- -- --- ---- ---- ---- ---- ---
Net (Decrease) ......... (1) -- 12 (129) (5) (9) (6) (11)
----- -- --- ---- ---- ------ ---- ---
There were no significant unit issuance and redemption activities related to
RIA for AllianceBernstein Bond Fund during the year 2006.
[Enlarge/Download Table]
Alliance- Alliance- Alliance-
Bernstein Bernstein Growth Bernstein Mid Cap
Balanced Fund Equity Fund Growth Fund
------------------- --------------------- -------------------
2006 2005 2006 2005 2006 2005
--------- --------- --------- ----------- --------- ---------
MRP
Issued .......................... 113 130 172 191 203 213
Redeemed ........................ (169) (143) (188) (197) (222) (256)
---- ---- ---- ------- ---- ----
Net Increase (Decrease) ......... (56) (13) (16) (6) (19) (43)
---- ---- ---- ------- ---- ----
[Download Table]
AllianceBernstein
AllianceBernstein Common
Balanced Fund Stock Fund
-------------------- -------------------
2006 2005 2006 2005
--------- ---------- --------- ---------
EPP
Issued ................. 1 6 -- 2
Redeemed ............... (5) (11) (6) (3)
---- ------ ----- ----
Net (Decrease) ......... (4) (5) (6) (1)
---- ------ ----- ----
[Download Table]
The Growth Equity
Fund
-------------------
2006 2005
ADA --------- ---------
Issued .......................... 141 156
Redeemed ........................ (249) (214)
---- ----
Net Increase (Decrease) ......... (108) (58)
---- ----
FSA-72
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
6. Changes in Units Outstanding (Continued)
Accumulation units issued and redeemed during the years ended December 31,
were (in thousands):
[Enlarge/Download Table]
Strategic
Balanced
Immediate Duration Management Growth Stock Mid Cap Growth
Bond Account Account Account Stock Account
------------------- ------------- ------------------- -------------------
2006 2005 2006 2005 2006 2005 2006 2005
Institutional --------- --------- ------ ------ -------- ---------- --------- ---------
Issued .......................... 1 1 -- -- 8 51 1 1
Redeemed ........................ (2) (1) -- -- (19) (11) (1) (1)
---- ---- -- -- --- --- --- ---
Net Increase (Decrease) ......... (1) -- -- -- (11) (6) -- --
---- ---- -- -- --- --- ---- ---
Accumulation units issued and redeemed during the years ended December 31,
were (in thousands):
Separate Account No. 66
[Enlarge/Download Table]
AXA
Premier EQ/Alliance-
AXA Premier VIP VIP Bernstein
High Yield Technology Growth and Income
------------------- ----------------- -------------------
2006 2005 2006 2005 2006 2005
--------- --------- -------- -------- --------- ---------
RIA
Net Issued ...................... -- 1 -- -- 2 2
Net Redeemed .................... (4) (1) -- -- (5) (8)
----- ---- -- -- ---- ----
Net Increase (Decrease) ......... (4) -- -- -- (3) (6)
----- ---- -- -- ---- ----
MRP
Net Issued ...................... -- -- 63 74 -- --
Net Redeemed .................... -- -- (53) (41) -- --
---- ---- --- --- ---- ----
Net Increase (Decrease) ......... -- -- 10 33 -- --
---- ---- --- --- ---- ----
[Enlarge/Download Table]
EQ/Alliance-
Bernstein
Intermediate EQ/Alliance- EQ/Alliance- EQ/Alliance-
Government Bernstein Bernstein Bernstein
Securities International Large Cap Growth Quality Bond
------------------ -------------------- ------------------- -------------------
2006 2005 2006 2005 2006 2005 2006 2005
--------- -------- ----------- -------- --------- --------- --------- ---------
RIA
Net Issued ...................... -- 1 3 3 1 -- 1 1
Net Redeemed .................... 1 (53) (5) (14) (3) (8) (3) (4)
----- --- ---- --- ---- ----- ---- ----
Net Increase (Decrease) ......... (1) (52) (2) (11) (2) (8) (2) (3)
----- --- ---- --- ---- ----- ---- ----
MRP
Net Issued ...................... 77 78 265 194 -- -- -- --
Net Redeemed .................... (67) (27) (217) (145) -- -- -- --
----- --- ------ ---- ---- ---- ---- ----
Net Increase (Decrease) ......... 10 51 48 49 -- -- -- --
----- --- ------ ---- ---- ---- ---- ----
FSA-73
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
6. Changes in Units Outstanding (Continued)
[Enlarge/Download Table]
EQ/Alliance- EQ/Alliance- EQ/Calvert EQ/Capital
Bernstein Bernstein Socially Guardian
Small Cap Growth Value Responsible Growth
------------------- -------------------- ----------------- ---------------
2006 2005 2006 2005 2006 2005 2006 2005
--------- --------- ----------- -------- -------- -------- --------- -----
RIA
Net Issued ...................... 1 1 -- 1 -- -- -- --
Net Redeemed .................... (2) (4) (1) (95) -- -- (1) --
---- ---- ----- --- -- -- ----- --
Net Increase (Decrease) ......... (1) (3) (1) (94) -- -- (1) --
---- ---- ----- --- -- -- ----- --
MRP
Net Issued ...................... -- -- 204 139 66 48 -- --
Net Redeemed .................... -- -- (143) (87) (53) (27) -- --
---- ---- ------ --- --- --- ---- --
Net Increase (Decrease) ......... -- -- 61 52 13 21 -- --
---- ---- ------ --- --- --- ---- --
Accumulation units issued and redeemed during the years ended December 31,
were (in thousands):
[Enlarge/Download Table]
EQ/Capital EQ/Capital EQ/Capital
Guardian Guardian Guardian EQ/Equity
International Research U.S. Equity 500 Index
----------------- --------------------- ----------------- ----------------------
2006 2005 2006 2005 2006 2005 2006 2005
-------- -------- ----------- --------- -------- -------- ----------- ----------
RIA
Net Issued ...................... 1 -- 1 1 -- -- 1 1
Net Redeemed .................... -- -- (1) (5) -- -- (2) (10)
--- --- --- ---- --- --- ----- ----
Net Increase (Decrease) ......... 1 -- -- (4) -- -- (1) (9)
--- --- --- ---- --- --- ----- ----
MRP
Net Issued ...................... 167 96 66 66 43 41 416 433
Net Redeemed .................... (67) (27) (75) (60) (21) (32) (340) (323)
--- --- --- ---- --- --- ----- ----
Net Increase (Decrease) ......... 100 69 (9) 6 22 9 76 110
--- --- --- ---- --- --- ----- ----
[Enlarge/Download Table]
EQ/
GAMCO
EQ/FI Small
EQ/Evergreen EQ/FI Mid Company EQ/Janus Large
Omega Mid Cap Cap Value Value Cap Growth
---------------- ------------------- --------------------- --------- ----------------
2006 2005 2006 2005 2006 2005 2006 2006 2005
------ --------- --------- --------- ----------- --------- --------- ------ ---------
RIA
Net Issued ...................... 1 -- 1 2 1 1 -- 2 --
Net Redeemed .................... -- (1) (2) (4) (2) (1) -- -- (1)
-- ----- ---- ---- ---- ---- -- -- -----
Net Increase (Decrease) ......... 1 (1) (1) (2) (1) -- -- 2 (1)
-- ----- ---- ---- ---- ---- -- -- -----
MRP
Net Issued ...................... -- -- -- -- 161 293 20 -- --
Net Redeemed .................... -- -- -- -- (213) (91) (4) -- --
-- ---- ---- ---- ------ ----- ---- -- ----
Net Increase (Decrease) ......... -- -- -- -- (52) 202 16 -- --
-- ---- ---- ---- ------ ----- ---- -- ----
FSA-74
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
6. Changes in Units Outstanding (Concluded)
[Enlarge/Download Table]
EQ/JPMorgan EQ/Mercury EQ/Mercury
Value EQ/Marsico Basic Value International
Opportunities Focus Equity Value
---------------- ------------------- ---------------- ---------------
2006 2005 2006 2005 2006 2005 2006 2005
------ --------- --------- --------- ------ --------- --------- -----
RIA
Net Issued ...................... -- 1 2 2 -- 1 -- 2
Net Redeemed .................... -- (1) (3) (1) -- (6) (2) --
-- ---- ---- ---- -- ---- ----- --
Net Increase (Decrease) ......... -- -- (1) 1 -- (5) (2) 2
-- ---- ---- --- -- ---- ----- --
MRP
Net Issued ...................... -- -- -- -- -- -- -- --
Net Redeemed .................... -- -- -- -- -- -- -- --
-- ---- ---- ---- -- ---- ---- --
Net Increase (Decrease) ......... -- -- -- -- -- -- -- --
-- ---- ---- ---- -- ---- ---- --
Accumulation units issued and redeemed during the years ended December 31,
were (in thousands):
[Enlarge/Download Table]
EQ/MFS Emerging EQ/MFS EQ/Money EQ/PIMCO
Growth Companies Investors Trust Market Real Return
---------------------- ---------------- ------------------- ------------
2006 2005 2006 2005 2006 2005 2006
----------- ---------- ------ --------- --------- --------- ------------
RIA
Net Issued ...................... 1 3 -- 1 7 1 --
Net Redeemed .................... (2) (10) -- (1) (5) (6) --
---- ---- -- ---- ---- ---- --
Net Increase (Decrease) ......... (1) (7) -- -- 2 (5) --
---- ---- -- ---- --- ---- --
MRP
Net Issued ...................... 152 140 -- -- -- -- 14
Net Redeemed .................... (140) (68) -- -- -- -- (6)
------ ---- -- ---- ---- ---- ----
Net Increase (Decrease) ......... 12 72 -- -- -- -- 8
------ ----- -- ---- ---- ---- ----
[Enlarge/Download Table]
EQ/Van Kampen
EQ/Small Cap EQ/Small Emerging Markets
Value Company Index Equity
------------------- ----------------- ----------------
2006 2005 2006 2005 2006 2005
--------- --------- -------- -------- ---------- -----
RIA
Net Issued ...................... -- 2 -- -- 1 --
Net Redeemed .................... (1) (2) -- -- (1) --
----- ---- --- --- ---- ---
Net Increase (Decrease) ......... (1) -- -- -- -- --
----- ---- --- --- ----- ---
MRP
Net Issued ...................... -- -- 152 89 45 --
Net Redeemed .................... -- -- (77) (71) (3) --
---- ---- --- --- ----- ---
Net Increase (Decrease) ......... -- -- 75 18 42 --
---- ---- --- --- ----- ---
FSA-75
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values
AXA Equitable issues a number of registered group annuity contracts that
allow employer plan assets to accumulate on a tax-deferred basis. The
contracts are typically designed for employers wishing to fund defined
benefit, defined contribution and/or 401(k) plans. Annuity contracts
available through AXA Equitable are the Retirement Investment Account
("RIA"), Momentum Strategy, Momentum Select and Momentum Solutions ("Momentum
series of contracts"), Members Retirement Program ("MRP"), American Dental
Association Members Retirement Program ("ADA") and Equi-Pen-Plus ("EPP")
(collectively, the Plans). Assets of the Plans are invested in a number of
investment Funds (available Funds vary by Plan).
Institutional units presented on the Statement of Assets and Liabilities
reflect investments in the Funds by clients other than contractholders of
group annuity contracts issued by AXA Equitable. Institutional unit values
are determined at the end of each business day. Institutional unit values
reflect the investment performance of the underlying Fund for the day and
charges and expenses deducted by the Fund. Contract unit values (RIA, MRP,
ADA, Momentum series of contracts and EPP) reflect the same investment
results as the Institutional unit values presented on the Statement of Assets
and Liabilities. In addition, contract unit values reflect certain investment
management and accounting fees, which vary by contract. These fees are
charged as a percentage of net assets and are disclosed below for the Plans
contracts in percentage terms.
Certain investment options are charged administrative expenses as a
percentage of average net assets (.05% annualized for RIA, 1.00% annualized
for MRP). These exclude the effect of the underlying fund portfolios and
charges made directly to Contractowner accounts through redemption of units.
Under RIA contracts certain investment options may not be charged for
Asset-based charges. Amounts appearing as Asset-based charges in the
Statements of Operations for these investment options are the result of other
contracts investing in Separate Account No. 66.
Shown below is accumulation unit value information for units outstanding of
Separate Accounts 13, 10, 4, 3 and 66 for the periods indicated.
[Enlarge/Download Table]
2006 2005 2004 2003 2002
------------ ------------ ------------ ------------ ------------
Separate Account No. 13
AllianceBernstein Bond Fund
Momentum Strategy, 1.25%*
Unit Value, end of period ................ $ 138.91 $ 135.11 $ 134.74 $ 132.03 $ 127.31
Net Assets (000's) ....................... $ 274 $ 82 $ 63 $ 445 $ 788
Number of units outstanding, end of period
(000's) ................................. 2 1 -- 3 6
Total Return** ........................... 2.81% 0.27% 2.05% 3.70% 5.38%
AllianceBernstein Bond Fund
RIA, 0.50%*
Unit Value, end of period ................ $ 83.09 $ 80.20 $ 79.38 $ 77.20 $ 73.91
Net Assets (000's) ....................... $ 38 $ 75 $ 67 $ 89 $ 193
Number of units outstanding, end of period
(000's) ................................. -- 1 1 1 3
Total Return** ........................... 3.60% 1.03% 2.82% 4.45% 5.81%
FSA-76
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values (Continued)
[Enlarge/Download Table]
2006 2005 2004 2003 2002
---------------- ---------------- ---------------- ---------------- ----------------
Intermediate Duration Bond Account
Institutional
Unit Value, end of period ................ $ 8,849.00 $ 8,499.67 $ 8,371.02 $ 8,099.71 $ 7,715.79
Net Assets (000's) ....................... $ 17,700 $ 25,032 $ 24,811 $ 122,079 $ 159,285
Number of units outstanding, end of period
(000's) ................................. 2 3 3 15 21
Total Return** ........................... 4.11% 1.54% 3.35% 4.98% 6.34%
Separate Account No. 10
AllianceBernstein Balanced Fund
RIA, 0.50%*
Unit Value, end of period ................ $ 211.32 $ 191.64 $ 180.09 $ 165.70 $ 141.24
Net Assets (000's) ....................... $ 9,979 $ 11,497 $ 33,959 $ 39,883 $ 40,233
Number of units outstanding, end of period
(000's) ................................. 47 60 189 241 285
Total Return** ........................... 10.27% 6.06% 8.68% 17.32% (8.14)%
AllianceBernstein Balanced Fund
Momentum Strategy, 1.25%*
Unit Value, end of period ................ $ 145.26 $ 132.72 $ 125.67 $ 116.51 $ 99.84
Net Assets (000's) ....................... $ 2,711 $ 3,093 $ 2,654 $ 2,412 $ 2,580
Number of units outstanding, end of period
(000's) ................................. 19 23 21 21 26
Total Return** ........................... 9.45% 5.61% 7.86% 16.70% (9.28)%
AllianceBernstein Balanced Fund
MRP, 1.50%*
Unit Value, end of period ................ $ 51.64 $ 47.30 $ 44.93 $ 41.83 $ 36.08
Net Assets (000's) ....................... $ 35,755 $ 35,401 $ 34,205 $ 33,059 $ 27,287
Number of units outstanding, end of period
(000's) ................................. 692 748 761 790 756
Total Return** ........................... 9.18% 5.27% 7.42% 15.94% (9.38)%
AllianceBernstein Balanced Fund
EPP, 0.25%*
Unit Value, end of period ................ $ 218.09 $ 197.29 $ 184.94 $ 169.74 $ 144.31
Net Assets (000's) ....................... 1,921 $ 2,550 $ 3,356 $ 7,494 $ 6,468
Number of units outstanding, end of period
(000's) ................................. 9 13 18 44 45
Total Return** ........................... 10.54% 6.68% 8.95% 17.62% (7.91)%
Strategic Balanced Management Account
Institutional
Unit Value, end of period ................ $ 22,510.85 $ 20,312.61 $ 18,994.07 $ 17,388.93 $ 14,747.26
Net Assets (000's) ....................... $ 8,059 $ 7,115 $ 6,458 $ 6,034 $ 4,517
Number of units outstanding, end of period
(000's) ................................. -- -- -- -- --
Total Return** ........................... 10.82% 6.94% 9.23% 17.91% (7.68)%
FSA-77
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values (Continued)
[Enlarge/Download Table]
2006 2005
--------------- ---------------
Separate Account No. 4
AllianceBernstein Growth Equity Fund
ADA, 1.04%*
Unit Value, end of period ................................................ $ 382.55 $ 386.86
Net Assets (000's) ....................................................... $ 249,237 $ 293,966
Number of units outstanding, end of period
(000's) ................................................................. 652 759
Total Return** ........................................................... (1.11)% 11.57%
The Growth Equity Fund
Momentum Strategy, 1.25%*
Unit Value, end of period ................................................ $ 99.86 $ 101.21
Net Assets (000's) ....................................................... $ 99 $ 527
Number of units outstanding, end of period
(000's) ................................................................. 1 5
Total Return** ........................................................... (1.33)% 11.34%
AllianceBernstein Common Stock Fund
RIA, 0.50%*
Unit Value, end of period ................................................ $ 775.88 $ 780.43
Net Assets (000's) ....................................................... $ 11,854 $ 16,152
Number of units outstanding, end of period
(000's) ................................................................. 15 21
Total Return** ........................................................... (0.58)% 12.17%
AllianceBernstein Growth Equity Fund
MRP, 1.50%*
Unit Value, end of period ................................................ $ 312.73 $ 317.72
Net Assets (000's) ....................................................... $ 39,076 $ 44,826
Number of units outstanding, end of period
(000's) ................................................................. 125 141
Total Return** ........................................................... (1.57)% 10.97%
AllianceBernstein Common Stock Fund
EPP, 0.25%*
Unit Value, end of period ................................................ $ 800.76 $ 803.45
Net Assets (000's) ....................................................... $ 9,730 $ 14,152
Number of units outstanding, end of period
(000's) ................................................................. 12 18
Total Return** ........................................................... (0.33)% 12.45%
Growth Stock Account
Institutional
Unit Value, end of period ................................................ $ 8,262.03 $ 8,269.13
Net Assets (000's) ....................................................... $ 288,072 $ 367,019
Number of units outstanding, end of period
(000's) ................................................................. 35 44
Total Return** ........................................................... (0.09)% 12.73%
2004 2003 2002
--------------- --------------- --------------
Separate Account No. 4
AllianceBernstein Growth Equity Fund
ADA, 1.04%*
Unit Value, end of period ................................................ $ 346.74 $ 302.18 $ 223.26
Net Assets (000's) ....................................................... $ 283,643 $ 249,918 $ 182,907
Number of units outstanding, end of period
(000's) ................................................................. 818 827 817
Total Return** ........................................................... 14.75% 35.05% (27.87)%
The Growth Equity Fund
Momentum Strategy, 1.25%*
Unit Value, end of period ................................................ $ 90.90 $ 79.38 $ 58.54
Net Assets (000's) ....................................................... $ 483 $ 435 $ 299
Number of units outstanding, end of period
(000's) ................................................................. 5 6 5
Total Return** ........................................................... 14.51% 35.60% (29.16)%
AllianceBernstein Common Stock Fund
RIA, 0.50%*
Unit Value, end of period ................................................ $ 695.74 $ 602.90 $ 443.82
Net Assets (000's) ....................................................... $ 20,742 $ 23,093 $ 22,530
Number of units outstanding, end of period
(000's) ................................................................. 30 38 51
Total Return** ........................................................... 15.40% 35.84% (27.42)%
AllianceBernstein Growth Equity Fund
MRP, 1.50%*
Unit Value, end of period ................................................ $ 286.30 $ 251.02 $ 186.97
Net Assets (000's) ....................................................... $ 42,051 $ 38,426 $ 28,750
Number of units outstanding, end of period
(000's) ................................................................. 147 153 154
Total Return** ........................................................... 14.05% 34.26% (28.42)%
AllianceBernstein Common Stock Fund
EPP, 0.25%*
Unit Value, end of period ................................................ $ 714.47 $ 617.58 $ 453.49
Net Assets (000's) ....................................................... $ 13,886 $ 13,987 $ 11,356
Number of units outstanding, end of period
(000's) ................................................................. 19 23 25
Total Return** ........................................................... 15.69% 36.18% (27.24)%
Growth Stock Account
Institutional
Unit Value, end of period ................................................ $ 7,335.03 $ 6,324.43 $ 4,632.41
Net Assets (000's) ....................................................... $ 371,131 $ 363,345 $ 289,558
Number of units outstanding, end of period
(000's) ................................................................. 51 57 63
Total Return** ........................................................... 15.98% 36.53% (27.05)%
FSA-78
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values (Continued)
[Enlarge/Download Table]
2006 2005 2004 2003 2002
---------------- ---------------- ---------------- ---------------- ---------------
Separate Account No. 3
AllianceBernstein Mid Cap Growth Fund
Momentum Strategy, 1.40%*
Unit Value, end of period ................ $ 96.14 $ 95.47 $ 89.89 $ 75.69 $ 45.97
Net Assets (000's) ....................... $ 480 $ 928 $ 745 $ 691 $ 205
Number of units outstanding, end of period
(000's) ................................. 5 10 8 9 4
Total Return** ........................... 0.70% 6.20% 18.76% 64.65% (30.26)%
AllianceBernstein Mid Cap Growth Fund
RIA, 0.50%*
Unit Value, end of period ................ $ 264.84 $ 260.60 $ 243.18 $ 202.90 $ 120.44
Net Assets (000's) ....................... $ 5,706 $ 7,131 $ 9,205 $ 10,858 $ 7,945
Number of units outstanding, end of period
(000's) ................................. 22 27 38 54 66
Total Return** ........................... 1.62% 7.16% 19.85% 68.47% (29.44)%
AllianceBernstein Mid Cap Growth Fund
MRP, 1.66%*
Unit Value, end of period ................ $ 55.94 $ 55.68 $ 52.60 $ 44.47 $ 26.74
Net Assets (000's) ....................... $ 21,414 $ 22,571 $ 23,566 $ 19,026 $ 10,128
Number of units outstanding, end of period
(000's) ................................. 387 405 448 428 379
Total Return** ........................... 0.47% 5.86% 18.28% 66.31% (30.53)%
Mid Cap Growth Stock Account
Institutional
Unit Value, end of period ................ $ 28,206.63 $ 27,618.80 $ 25,643.95 $ 21,289.52 $ 12,574.23
Net Assets (000's) ....................... $ 69,134 $ 80,757 $ 88,036 $ 78,856 $ 52,724
Number of units outstanding, end of period
(000's) ................................. 2 3 3 4 4
Total Return** ........................... 2.13% 7.70% 20.45% 69.31% (29.08)%
AllianceBernstein Mid Cap Growth Fund
EPP, 0.50%*
Unit Value, end of period ................ $ 264.82 $ 260.60 $ 243.18 $ 202.90 $ 120.44
Net Assets (000's) ....................... -- $ -- $ 30 $ 25 $ 35
Number of units outstanding, end of period
(000's) ................................. -- -- -- -- --
Total Return** ........................... 1.63% 7.16% 19.85% 68.47% (29.44)%
FSA-79
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values (Continued)
[Enlarge/Download Table]
Years Ended December 31,
----------------------------------------------------------------
2006 2005 2004 2003 2002
------------ ------------ ------------ ------------ ------------
Separate Account No. 66
AXA Premier VIP High Yield
RIA, 0.05%
Unit value, end of period .................................. $ 215.33 $ 195.49 $ 189.31 $ 173.86 $ 141.56
Net Assets (000's) ......................................... $ 458 $ 1,099 $ 1,098 $ 1,196 $ 1,179
Number of units outstanding, end of period (000's) ......... 2 6 6 7 8
Total Return** ............................................. 10.15% 3.26% 8.89% 22.82% (2.75)%
AXA Premier VIP Technology (g)
RIA 0.00%
Unit value, end of period .................................. $ 130.71 $ 121.82 $ 109.49 -- --
Net Assets (000's) ......................................... $ 376 $ 332 $ 420 -- --
Number of units outstanding, end of period (000's) ......... 3 3 3 -- --
Total Return** ............................................. 7.30% 11.26% 9.49% -- --
MRP, 1.00%
Unit value, end of period .................................. $ 12.67 $ 11.94 $ 10.85 -- --
Net Assets (000's) ......................................... $ 2,017 $ 1,761 $ 1,255 -- --
Number of units outstanding, end of period (000's) ......... 157 147 115 -- --
Total Return** ............................................. 6.11% 10.05% 8.53% -- --
EQ/AllianceBernstein Growth and Income
RIA, 0.05%
Unit value, end of period .................................. $ 422.46 $ 355.66 $ 336.45 $ 298.75 $ 228.60
Net Assets (000's) ......................................... $ 4,242 $ 4,662 $ 6,248 $ 7,317 $ 8,226
Number of units outstanding, end of period (000's) ......... 10 13 19 24 36
Total Return** ............................................. 18.78% 5.71% 12.62% 30.69% (21.10)%
EQ/AllianceBernstein Intermediate Government
Securities
RIA, 0.05%
Unit value, end of period .................................. $ 188.96 $ 182.87 $ 180.27 $ 176.49 $ 172.44
Net Assets (000's) ......................................... $ 347 $ 462 $ 9,879 $ 10,620 $ 10,317
Number of units outstanding, end of period (000's) ......... 2 3 55 60 60
Total Return** ............................................. 3.33% 1.44% 2.14% 2.35% 8.80%
MRP, 1.00%
Unit value, end of period .................................. $ 10.44 $ 10.23 $ 10.22 $ 10.16 $ 10.09
Net Assets (000's) ......................................... $ 2,395 $ 2,272 $ 1,755 $ 2,300 $ 172
Number of units outstanding, end of period (000's) ......... 232 222 171 226 17
Total Return** ............................................. 2.05% 0.10% 0.63% 0.69% 0.90%
FSA-80
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values (Continued)
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Years Ended December 31,
-----------------------------------------------------------------
2006 2005 2004 2003 2002
------------ ------------ ------------ ------------ -------------
EQ/AllianceBernstein International (d)
RIA 0.05%
Unit value, end of period .................................. $ 207.19 $ 167.42 $ 144.93 $ 122.39 $ 90.42
Net Assets (000's) ......................................... $ 3,399 $ 3,005 $ 4,155 $ 4,885 $ 4,765
Number of units outstanding, end of period (000's) ......... 16 18 29 40 53
Total Return** ............................................. 23.75% 15.52% 18.41% 35.36% (9.96)%
MRP 1.00%
Unit value, end of period .................................. $ 23.73 $ 19.36 $ 16.95 $ 14.48 $ 10.84
Net Assets (000's) ......................................... $ 21,792 $ 16,873 $ 13,912 $ 11,487 $ 8,206
Number of units outstanding, end of period (000's) ......... 919 871 822 795 757
Total Return** ............................................. 22.57% 14.27% 17.03% 33.59% 8.40%
EQ/AllianceBernstein Large Cap Growth
RIA 0.00%
Unit value, end of period .................................. $ 74.14 $ 74.54 $ 64.86 $ 59.84 $ 48.57
Net Assets (000's) ......................................... $ 273 $ 417 $ 897 $ 1,052 $ 1,172
Number of units outstanding, end of period (000's) ......... 4 6 14 18 24
Total Return** ............................................. (0.54)% 14.92% 8.44% 23.20% (31.15)%
EQ/AllianceBernstein Quality Bond
RIA 0.05%
Unit value, end of period .................................. $ 212.99 $ 204.72 $ 200.31 $ 192.69 $ 185.72
Net Assets (000's) ......................................... $ 551 $ 1,063 $ 1,686 $ 2,470 $ 3,188
Number of units outstanding, end of period (000's) ......... 3 5 8 13 17
Total Return** ............................................. 4.04% 2.20% 3.96% 3.75% 7.89%
EQ/AllianceBernstein Small Cap Growth(b)
RIA 0.05%
Unit value, end of period .................................. $ 190.26 $ 174.22 $ 155.93 $ 136.53 $ 96.68
Net Assets (000's) ......................................... $ 983 $ 1,063 $ 1,480 $ 1,911 $ 1,214
Number of units outstanding, end of period (000's) ......... 5 6 9 14 13
Total Return** ............................................. 9.21% 11.73% 14.21% 41.21% (30.11)%
EQ/AllianceBernstein Value
RIA 0.00%
Unit value, end of period .................................. $ 158.83 $ 130.84 $ 124.10 $ 109.39 $ 84.97
Net Assets (000's) ......................................... $ 793 $ 843 $ 12,366 $ 10,583 $ 7,555
Number of units outstanding, end of period (000's) ......... 5 6 100 97 89
Total Return** ............................................. 21.39% 5.43% 13.44% 28.74% (13.64)%
EQ/AllianceBernstein Value 1.00%
MRP 1.00%
Unit value, end of period .................................. $ 15.27 $ 12.72 $ 12.20 $ 10.89 $ 8.57
Net Assets (000's) ......................................... $ 10,645 $ 8,093 $ 7,120 $ 5,306 $ 3,711
Number of units outstanding, end of period (000's) ......... 697 636 584 487 433
Total Return** ............................................. 20.05% 4.24% 12.02% 27.07% (14.98)%
FSA-81
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values (Continued)
[Enlarge/Download Table]
Years Ended December 31,
---------------------------
2006 2005
------------- -------------
EQ/Calvert Socially Responsible
RIA 0.00%
Unit value, end of period .................................. $ 98.46 $ 93.56
Net Assets (000's) ......................................... $ 2 $ 3
Number of units outstanding, end of period (000's) ......... -- --
Total Return** ............................................. 5.24% 8.73%
EQ/Calvert Socially Responsible 1.00%
MRP 1.00%
Unit value, end of period .................................. $ 8.48 $ 8.14
Net Assets (000's) ......................................... $ 1,421 $ 1,267
Number of units outstanding, end of period (000's) ......... 169 156
Total Return** ............................................. 4.18% 7.50%
EQ/Capital Guardian Growth
RIA 0.00%
Unit value, end of period .................................. $ 81.60 $ 75.98
Net Assets (000's) ......................................... $ 22 $ 40
Number of units outstanding, end of period (000's) ......... -- 1
Total Return** ............................................. 7.40% 5.10%
EQ/Capital Guardian International
RIA 0.00%
Unit value, end of period .................................. $ 147.17 $ 123.42
Net Assets (000's) ......................................... $ 277 $ 184
Number of units outstanding, end of period (000's) ......... 2 1
Total Return** ............................................. 19.24% 17.13%
EQ/Capital Guardian International 1.00%
MRP 1.00% (g)
Unit value, end of period .................................. $ 13.52 $ 11.46
Net Assets (000's) ......................................... $ 3,525 $ 1,834
Number of units outstanding, end of period (000's) ......... 260 160
Total Return** ............................................. 17.98% 15.76%
EQ/Capital Guardian Research
RIA 0.00% (c)
Unit value, end of period .................................. $ 142.74 $ 127.38
Net Assets (000's) ......................................... $ 397 $ 370
Number of units outstanding, end of period (000's) ......... 3 3
Total Return** ............................................. 12.06% 6.05%
MRP 1.00% (e)
Unit value, end of period .................................. $ 17.96 $ 16.19
Net Assets (000's) ......................................... $ 6,551 $ 6,001
Number of units outstanding, end of period (000's) ......... 362 371
Total Return** ............................................. 10.93% 4.85%
Years Ended December 31,
-----------------------------------------
2004 2003 2002
------------- ------------- -------------
EQ/Calvert Socially Responsible
RIA 0.00%
Unit value, end of period .................................. $ 86.05 $ 83.07 $ 64.92
Net Assets (000's) ......................................... $ 1 -- --
Number of units outstanding, end of period (000's) ......... -- -- --
Total Return** ............................................. 3.59% 27.96% (26.45)%
EQ/Calvert Socially Responsible 1.00%
MRP 1.00%
Unit value, end of period .................................. $ 7.57 $ 7.41 $ 5.87
Net Assets (000's) ......................................... $ 1,008 $ 7,735 $ 332
Number of units outstanding, end of period (000's) ......... 135 99 57
Total Return** ............................................. 2.22% 26.24% (27.58)%
EQ/Capital Guardian Growth
RIA 0.00%
Unit value, end of period .................................. $ 72.29 $ 68.49 $ 55.26
Net Assets (000's) ......................................... $ 38 $ 47 $ 96
Number of units outstanding, end of period (000's) ......... 1 1 2
Total Return** ............................................. 5.53% 23.95% (26.34)%
EQ/Capital Guardian International
RIA 0.00%
Unit value, end of period .................................. $ 105.37 $ 92.75 $ 69.94
Net Assets (000's) ......................................... $ 199 $ 144 $ 74
Number of units outstanding, end of period (000's) ......... 2 2 1
Total Return** ............................................. 13.61% 32.61% (15.04)%
EQ/Capital Guardian International 1.00%
MRP 1.00% (g)
Unit value, end of period .................................. $ 9.90 $ 8.82 $ 6.74
Net Assets (000's) ......................................... $ 919 $ 489 $ 148
Number of units outstanding, end of period (000's) ......... 92 55 22
Total Return** ............................................. 12.23% 30.86% (16.27)%
EQ/Capital Guardian Research
RIA 0.00% (c)
Unit value, end of period .................................. $ 120.11 $ 108.30 $ 82.36
Net Assets (000's) ......................................... $ 803 $ 646 $ 724
Number of units outstanding, end of period (000's) ......... 7 6 9
Total Return** ............................................. 10.90% 31.49% (24.67)%
MRP 1.00% (e)
Unit value, end of period .................................. $ 15.44 $ 14.10 $ 10.87
Net Assets (000's) ......................................... $ 5,657 $ 5,142 $ 3,489
Number of units outstanding, end of period (000's) ......... 365 364 321
Total Return** ............................................. 9.53% 29.72% 8.70%
FSA-82
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values (Continued)
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Years Ended December 31,
-----------------------------------------------------------------
2006 2005 2004 2003 2002
------------ ------------ ------------ ------------ -------------
EQ/Capital Guardian U.S. Equity (a)
RIA 0.00%
Unit value, end of period .................................. $ 136.11 $ 123.78 $ 116.82 $ 106.85 $ 78.34
Net Assets (000's) ......................................... $ 43 $ 38 $ 302 $ 362 $ 244
Number of units outstanding, end of period (000's) ......... -- -- 3 3 3
Total Return** ............................................. 9.96% 5.96% 9.33% 36.39% (23.67)%
MRP 1.00% (c)
Unit value, end of period .................................. $ 15.05 $ 13.84 $ 13.21 $ 12.24 $ 9.09
Net Assets (000's) ......................................... $ 2,066 $ 1,591 $ 1,410 $ 789 $ 164
Number of units outstanding, end of period (000's) ......... 137 115 106 64 18
Total Return** ............................................. 8.74% 4.75% 7.92% 34.63% (9.09)%
EQ/Equity 500 Index
RIA 0.05%
Unit value, end of period .................................. $ 365.64 $ 317.06 $ 303.09 $ 274.41 $ 214.26
Net Assets (000's) ......................................... $ 4,992 $ 4,802 $ 7,176 $ 10,817 $ 8,827
Number of units outstanding, end of period (000's) ......... 14 15 24 25 41
Total Return** ............................................. 15.32% 4.61% 10.45% 28.07% (22.23)%
EQ/Equity 500 Index 1.00%
MRP 1.00%
Unit value, end of period .................................. $ 9.37 $ 8.23 $ 7.97 $ 7.32 $ 5.81
Net Assets (000's) ......................................... $ 17,308 $ 14,545 $ 13,226 $ 6,978 $ 6,298
Number of units outstanding, end of period (000's) ......... 1,844 1,768 1,658 1,477 1,084
Total Return** ............................................. 13.85% 3.21% 8.90% 26.00% (23.55)%
EQ/Evergreen Omega
RIA 0.00%
Unit value, end of period .................................. $ 95.85 $ 90.54 $ 87.09 $ 81.36 $ 58.87
Net Assets (000's) ......................................... $ 103 -- $ 60 $ 55 $ 43
Number of units outstanding, end of period (000's) ......... 1 -- 1 1 1
Total Return** ............................................. 5.86% 3.96 7.04% 38.21% (24.02)%
EQ/FI Mid Cap
RIA 0.00%
Unit value, end of period .................................. $ 140.14 $ 125.66 $ 118.14 $ 101.82 $ 70.90
Net Assets (000's) ......................................... $ 357 $ 496 $ 657 $ 598 $ 269
Number of units outstanding, end of period (000's) ......... 3 4 6 6 4
Total Return** ............................................. 11.52% 6.37% 16.03% 43.61% (18.47)%
EQ/FI Mid Cap Value
RIA 0.00%
Unit value, end of period .................................. $ 196.16 $ 174.40 $ 156.66 $ 132.94 $ 99.75
Net Assets (000's) ......................................... $ 575 $ 746 $ 758 $ 891 $ 1,093
Number of units outstanding, end of period (000's) ......... 3 4 5 7 11
Total Return** ............................................. 12.48% 11.32% 17.85% 33.27% (14.70)%
FSA-83
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values (Continued)
[Enlarge/Download Table]
Years Ended December 31,
---------------------------
2006 2005
------------- -------------
EQ/FI Small/Mid Cap Value 1.00%
MRP 1.00%
Unit value, end of period .................................. $ 15.80 $ 14.20
Net Assets (000's) ......................................... $ 10,479 $ 10,150
Number of units outstanding, end of period (000's) ......... 663 715
Total Return** ............................................. 11.27% 10.06%
EQ/GAMCO Small Company Value(i)
MRP 1.00%
Unit value, end of period .................................. $ 10.90 --
Net Assets (000's) ......................................... $ 176 --
Number of units outstanding, end of period (000's) ......... 16 --
Total Return** ............................................. 8.96% --
EQ/Janus Large Cap Growth
RIA 0.00%
Unit value, end of period .................................. $ 69.36 $ 68.55
Net Assets (000's) ......................................... $ 250 $ 106
Number of units outstanding, end of period (000's) ......... 4 2
Total Return** ............................................. 1.18% 7.29%
EQ/JPMorgan Value Opportunities
RIA 0.00%
Unit value, end of period .................................. $ 159.01 $ 132.10
Net Assets (000's) ......................................... $ 399 $ 360
Number of units outstanding, end of period (000's) ......... 3 3
Total Return** ............................................. 20.37% 3.93%
EQ/Marsico Focus
RIA 0.00%
Unit value, end of period .................................. $ 164.80 $ 150.75
Net Assets (000's) ......................................... $ 468 $ 676
Number of units outstanding, end of period (000's) ......... 3 4
Total Return** ............................................. 9.32% 10.71%
EQ/Mercury Basic Value Equity
RIA 0.00%
Unit value, end of period .................................. $ 226.87 $ 187.64
Net Assets (000's) ......................................... $ 403 $ 461
Number of units outstanding, end of period (000's) ......... 2 2
Total Return** ............................................. 20.91% 2.95%
EQ/Mercury International Value (f)
RIA 0.00%
Unit value, end of period .................................. $ 169.44 $ 134.82
Net Assets (000's) ......................................... $ 401 $ 518
Number of units outstanding, end of period (000's) ......... 2 4
Total Return** ............................................. 25.68% 10.84%
Years Ended December 31,
-----------------------------------------
2004 2003 2002
------------- ------------- -------------
EQ/FI Small/Mid Cap Value 1.00%
MRP 1.00%
Unit value, end of period .................................. $ 12.90 $ 11.08 $ 8.43
Net Assets (000's) ......................................... $ 6,615 $ 4,772 $ 3,153
Number of units outstanding, end of period (000's) ......... 513 431 374
Total Return** ............................................. 16.44% 31.44% (16.11)%
EQ/GAMCO Small Company Value(i)
MRP 1.00%
Unit value, end of period .................................. -- -- --
Net Assets (000's) ......................................... -- -- --
Number of units outstanding, end of period (000's) ......... -- -- --
Total Return** ............................................. -- -- --
EQ/Janus Large Cap Growth
RIA 0.00%
Unit value, end of period .................................. $ 63.89 $ 56.98 $ 45.27
Net Assets (000's) ......................................... $ 180 $ 136 $ 106
Number of units outstanding, end of period (000's) ......... 3 2 2
Total Return** ............................................. 12.13% 25.87% (30.31)%
EQ/JPMorgan Value Opportunities
RIA 0.00%
Unit value, end of period .................................. $ 127.11 $ 114.64 $ 90.40
Net Assets (000's) ......................................... $ 359 $ 318 $ 264
Number of units outstanding, end of period (000's) ......... 3 3 3
Total Return** ............................................. 10.88% 26.81% (19.05)%
EQ/Marsico Focus
RIA 0.00%
Unit value, end of period .................................. $ 136.17 $ 123.22 $ 93.97
Net Assets (000's) ......................................... $ 399 $ 290 $ 145
Number of units outstanding, end of period (000's) ......... 3 2 2
Total Return** ............................................. 10.51% 31.13% (11.56)%
EQ/Mercury Basic Value Equity
RIA 0.00%
Unit value, end of period .................................. $ 182.26 $ 164.84 $ 125.65
Net Assets (000's) ......................................... $ 1,259 $ 1,236 $ 1,135
Number of units outstanding, end of period (000's) ......... 7 8 9
Total Return** ............................................. 10.59% 31.17% (16.66)%
EQ/Mercury International Value (f)
RIA 0.00%
Unit value, end of period .................................. $ 121.64 $ 99.99 $ 78.10
Net Assets (000's) ......................................... $ 282 $ 357 $ 373
Number of units outstanding, end of period (000's) ......... 2 4 5
Total Return** ............................................. 21.64% 28.03% (16.63)%
FSA-84
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values (Continued)
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Years Ended December 31,
-------------------------------------------------------------------
2006 2005 2004 2003 2002
------------- ------------ ------------ ------------- -------------
EQ/MFS Emerging Growth Companies
RIA 0.00%
Unit value, end of period .................................. $ 128.71 $ 119.42 $ 109.53 $ 97.26 $ 75.21
Net Assets (000's) ......................................... $ 688 $ 703 $ 1,570 $ 1,469 $ 1,735
Number of units outstanding, end of period (000's) ......... 5 6 14 15 23
Total Return** ............................................. 7.78% 9.03% 12.62% 29.31% (34.32)%
EQ/MFS Emerging Growth Companies
MRP 1.00%
Unit value, end of period .................................. $ 5.49 $ 5.14 $ 4.77 $ 4.29 $ 3.36
Net Assets (000's) ......................................... $ 2,458 $ 2,233 $ 1,737 $ 1,265 $ 629
Number of units outstanding, end of period (000's) ......... 446 434 362 295 187
Total Return** ............................................. 6.81% 7.78% 11.27% 27.68% (35.32)%
EQ/MFS Investors Trust
RIA 0.00%
Unit value, end of period .................................. $ 113.19 $ 100.22 $ 93.50 $ 83.93 $ 68.77
Net Assets (000's) ......................................... $ 89 $ 97 $ 54 $ 47 $ 43
Number of units outstanding, end of period (000's) ......... 1 1 1 1 1
Total Return** ............................................. 12.94% 7.19% 11.40% 22.04% (21.02)%
EQ/Money Market
RIA 0.05%
Unit value, end of period .................................. $ 162.84 $ 155.57 $ 151.28 $ 149.82 $ 148.67
Net Assets (000's) ......................................... $ 1,295 $ 969 $ 1,610 $ 2,671 $ 7,065
Number of units outstanding, end of period (000's) ......... 8 6 11 18 48
Total Return** ............................................. 4.67% 2.84% 0.98% 0.77% 1.44%
EQ/PIMCO Real Return (i)
MRP 1.00%
Unit value, end of period .................................. $ 10.23
Net Assets (000's) ......................................... $ 83
Number of units outstanding, end of period (000's) ......... 8
Total Return** ............................................. 2.30%
EQ/Small Cap Value
RIA 0.00%
Unit value, end of period .................................. $ 228.94 $ 197.17 $ 188.35 $ 160.84 $ 117.08
Net Assets (000's) ......................................... $ 597 $ 749 $ 844 $ 719 $ 482
Number of units outstanding, end of period (000's) ......... 3 4 4 5 4
Total Return** ............................................. 16.11% 4.69% 17.11% 37.37% (13.85)%
EQ/Small Company Index
MRP 1.00%
Unit value, end of period .................................. $ 15.59 $ 13.38 $ 12.99 $ 11.18 $ 7.76
Net Assets (000's) ......................................... $ 4.907 $ 3,168 $ 2,877 $ 1,756 $ 608
Number of units outstanding, end of period (000's) ......... 312 237 219 157 79
Total Return** ............................................. 16.52% 3.07% 16.15% 44.07% (22.17)%
FSA-85
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
7. Accumulation Unit Values (Concluded)
[Enlarge/Download Table]
Years Ended December 31,
----------------------------------------------------------------
2006 2005 2004 2003 2002
------------ ------------ ------------ ------------ ------------
EQ/Van Kampen Emerging Markets Equity
RIA 0.00%
Unit value, end of period .................................. $ 408.83 $ 298.30 $ 224.66 $ 181.64 $ 116.49
Net Assets (000's) ......................................... $ 875 $ 516 $ 383 $ 366 $ 214
Number of units outstanding, end of period (000's) ......... 2 2 2 2 2
Total Return** ............................................. 37.05% 32.78% 23.68% 55.93% (5.91)%
EQ/Van Kampen Emerging Markets Equity(i)
MRP 1.00%
Unit value, end of period .................................. $ 11.75
Net Assets (000's) ......................................... $ 495
Number of units outstanding, end of period (000's) ......... 42
Total Return** ............................................. 17.50%
(a) A substitution of EQ/AXP New Dimensions Portfolio for EQ/Capital
Guardian U.S. Equity Portfolio occurred on July 12, 2002.
(b) A substitution of EQ/AXP Strategy Aggressive Portfolio for
EQ/AllianceBernstein Small Cap Growth Portfolio occurred on July 12,
2002.
(c) A substitution of EQ/MFS Research Portfolio for EQ/Capital Guardian
Research Portfolio occurred on November 22, 2002.
(d) A substitution of EQ/Alliance Global Portfolio for EQ/Alliance
International Bernstein Portfolio occurred on November 22, 2002.
(e) Units were made available for sale on November 22, 2002.
(f) A substitution of EQ/T. Rowe Price International Portfolio for
EQ/Mercury International Value Portfolio occurred on April 26, 2002.
(g) A substitution of EQ/Technology Portfolio for Alliance Premier VIP
Technology Portfolio occurred on May 14, 2004.
(h) A substitution of EQ/Alliance Growth Investors Portfolio occurred on
November 22, 2002. Units were purchased in Separate Account No. 10
(Alliance Balanced Portfolio).
(i) Units were available for sale on May 1, 2006.
(*) Expenses as a percentage of Average Net Assets (0.05%, 0.25%, 0.40%,
0.50%, 1.00%, 1.04%, 1.25%, 1.40%, 1.50%, 1.66% annualized) for each
period indicated charges made directly to contract owner account through
the redemption of units and expenses of the underlying fund have been
excluded.
(**) These amounts represent the total return for the periods indicated,
including changes in the value of the underlying fund, and expenses
assessed through the reduction of unit values. These ratios do not
include any expenses assessed through the redemption of units.
Investment options with a date notation indicate the effective date of
that investment option in the variable account. The total return is
calculated for each period indicated from the effective date through the
end of the reporting period.
FSA-86
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
8. Investment Income Ratios
Shown below is the Investment Income Ratios throughout the periods indicated
for Separate Accounts 13, 10, 4 and 3. The investment income ratio is
calculated by taking the gross investment income earned divided by the
average net assets of a fund during the periods indicated.
[Enlarge/Download Table]
2006 2005 2004 2003 2002
---------- ---------- ---------- ---------- ----------
Separate Account No. 13 ......... 4.92% 4.10% 3.81% 3.49% 4.25%
Separate Account No. 10 ......... 3.03 2.57 2.19 2.25 2.89
Separate Account No. 4 .......... 0.69 0.46 0.46 0.47 0.40
Separate Account No. 3 .......... 0.40 0.11 0.14 0.27 0.26
Shown below is the Investment Income Ratios throughout the periods indicated
for Separate Account No. 66. These amounts represent the dividends, excluding
distributions of capital gains, received by the Account from the underlying
mutual fund, net of management fees assessed by the fund manager, divided by
the average net assets. These ratios exclude those expenses, such as
asset-based charges, that result in direct reductions in the unit values. The
recognition of investment income by the Account is affected by the timing of
the declaration of dividends by the underlying fund in which the Account
invests. The investment income ratios previously disclosed for 2005, 2004 and
2003 incorrectly included capital gains distributions as a component of net
investment income. The ratios disclosed below have been revised to exclude
such distributions.
[Enlarge/Download Table]
2006 2005 2004 2003 2002
---------- ---------- ---------- ---------- ----------
AXA Premier VIP High Yield ..................... 5.95% 7.88% 6.25% 5.10% 8.55%
AXA Premier VIP Technology ..................... -- -- 1.22% -- --
EQ/AllianceBernstein Growth and Income ......... 1.39% 1.08% 1.47% 1.08% 1.26%
EQ/AllianceBernstein Intermediate Government
Securities .................................... 4.02% 1.55% 3.13% 4.25% 6.12%
EQ/AllianceBernstein International ............. 1.72% 1.75% 2.11% 2.02% --
EQ/AllianceBernstein Large Cap Growth .......... -- -- -- -- --
EQ/AllianceBernstein Quality Bond .............. 3.24% 3.29% 3.43% 2.51% 3.96%
EQ/AllianceBernstein Small Cap Growth .......... -- -- -- -- --
EQ/AllianceBernstein Value ..................... 1.64% 0.78% 1.39% 1.41% 1.71%
EQ/Calvert Socially Responsible ................ -- -- -- -- --
EQ/Capital Guardian Growth ..................... 0.14% 0.22% 0.50% 0.07% 0.12%
EQ/Capital Guardian International .............. 1.53% 1.69% 1.55% 1.48% 1.76%
EQ/Capital Guardian Research ................... 0.57% 0.55% 0.63% 0.44% 0.58%
EQ/Capital Guardian U.S. Equity ................ 1.35% 0.55% 0.52% 0.37% 0.53%
EQ/Equity 500 Index ............................ 1.64% 1.32% 1.69% 1.31% 2.03%
EQ/Evergreen Omega ............................. 4.52% 0.05% 0.29% -- --
EQ/FI Mid Cap .................................. 2.75% 7.85% 2.28% -- 0.02%
EQ/FI Mid Cap Value ............................ 0.30% 5.10% 2.61% 0.39% 0.61%
EQ/GAMCO Small Company Value ................... 2.28% -- -- -- --
EQ/Janus Large Cap Growth ...................... -- -- 0.28% -- --
EQ/JPMorgan Value Opportunities ................ 4.29% 1.52% 1.32% 1.37% 1.13%
EQ/Marsico Focus ............................... 0.73% -- -- -- --
EQ/Mercury Basic Value Equity .................. 2.69% 0.95% 2.04% 0.48% 1.16%
EQ/Mercury International Value ................. 2.42% 1.92% 1.44% 2.10% 0.84%
EQ/MFS Emerging Growth Companies ............... -- -- -- -- --
EQ/MFS Investors Trust ......................... 0.87% 0.61% 0.59% 0.60% 0.53%
EQ/Money Market ................................ 3.80% 2.93% 0.84% 0.49% 1.68%
EQ/PIMCO Real Return ........................... 8.98% -- -- -- --
FSA-87
Separate Account Nos. 13 (Pooled), 10 (Pooled), 4 (Pooled), 3 (Pooled) and 66
of AXA Equitable Life Insurance Company
Notes to Financial Statements (Continued)
December 31, 2006
--------------------------------------------------------------------------------
8. Investment Income Ratios (Concluded)
[Download Table]
EQ/Small Cap Value ............................ 4.67% 3.93% 5.70% 0.91% 1.23%
EQ/Small Company Index ........................ 1.39% 1.15% 2.58% 0.37% 0.67%
EQ/Van Kampen Emerging Markets Equity ......... 0.60% 0.51% 0.60% 0.79% --
FSA-88
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholder of
AXA Equitable Life Insurance Company
In our opinion, based on our audits and the reports of other auditors, the
accompanying consolidated balance sheets and the related consolidated statements
of earnings, of shareholder's equity and comprehensive income and of cash flows
present fairly, in all material respects, the financial position of AXA
Equitable Life Insurance Company and its subsidiaries ("AXA Equitable") at
December 31, 2006 and 2005, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2006 in
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of AXA Equitable's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the financial statements of
AllianceBernstein L.P. and AllianceBernstein Holding L.P., subsidiaries of AXA
Equitable, as of and for the year ended December 31, 2005, whose statements
reflect total assets of seven percent of the related consolidated total as of
December 31, 2005, and total revenues of thirty-six percent of the related
consolidated total for the year ended December 31, 2005. Those statements were
audited by other auditors whose reports thereon have been furnished to us, and
our opinion expressed herein, insofar as it relates to the amounts included for
AllianceBernstein L.P. and AllianceBernstein Holding L.P., is based solely on
the reports of the other auditors. We conducted our audits of these statements
in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits and the reports of other auditors provide a reasonable
basis for our opinion.
As discussed in Note 2 of the Notes to Consolidated Financial Statements, the
Company changed its method of accounting for share-based compensation on
January 1, 2006, for defined benefit pension and other postretirement plans on
December 31, 2006 and for certain nontraditional long-duration contracts and
Separate Accounts on January 1, 2004.
/s/ PricewaterhouseCoopers LLP
New York, New York
March 15, 2007
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The General Partner and Unitholders
AllianceBernstein L.P.
We have audited the accompanying consolidated statement of financial condition
of AllianceBernstein L.P. and subsidiaries ("AllianceBernstein"), formerly
Alliance Capital Management L.P., as of December 31, 2005, and the related
consolidated statements of income, changes in partners' capital and
comprehensive income and cash flows for each of the years in the two-year period
ended December 31, 2005. These consolidated financial statements are the
responsibility of the management of the General Partner. Our responsibility is
to express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of AllianceBernstein as
of December 31, 2005, and the results of their operations and their cash flows
for each of the years in the two-year period ended December 31, 2005, in
conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
New York, New York
February 24, 2006
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The General Partner and Unitholders
AllianceBernstein Holding L.P.
We have audited the accompanying statement of financial condition of
AllianceBernstein Holding L.P. ("AllianceBernstein Holding"), formerly Alliance
Capital Management Holding L.P., as of December 31, 2005, and the related
statements of income, changes in partners' capital and comprehensive income and
cash flows for each of the years in the two-year period ended December 31, 2005.
These financial statements are the responsibility of the management of the
General Partner. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AllianceBernstein Holding as of
December 31, 2005, and the results of its operations and its cash flows for each
of the years in the two-year period ended December 31, 2005, in conformity with
U.S. generally accepted accounting principles.
/s/ KPMG LLP
New York, New York
February 24, 2006
F-3
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2006 AND 2005
[Enlarge/Download Table]
2006 2005
--------------- --------------
(IN MILLIONS)
ASSETS
Investments:
Fixed maturities available for sale, at estimated fair value.............. $ 29,031.1 $ 30,034.8
Mortgage loans on real estate............................................. 3,240.7 3,233.9
Equity real estate, held for the production of income..................... 569.6 616.2
Policy loans.............................................................. 3,898.1 3,824.2
Other equity investments.................................................. 1,562.1 1,208.5
Trading securities........................................................ 465.1 314.3
Other invested assets..................................................... 891.6 890.2
--------------- --------------
Total investments....................................................... 39,658.3 40,122.1
Cash and cash equivalents................................................... 1,268.0 1,112.1
Cash and securities segregated, at estimated fair value..................... 1,864.0 1,720.8
Broker-dealer related receivables........................................... 3,481.0 2,929.1
Deferred policy acquisition costs........................................... 8,316.5 7,557.3
Goodwill and other intangible assets, net................................... 3,738.6 3,758.8
Amounts due from reinsurers................................................. 2,689.3 2,604.4
Loans to affiliates......................................................... 400.0 400.0
Other assets................................................................ 3,068.8 3,787.6
Separate Accounts' assets................................................... 84,801.6 69,997.0
--------------- --------------
TOTAL ASSETS................................................................ $ 149,286.1 $ 133,989.2
=============== ==============
LIABILITIES
Policyholders' account balances............................................. $ 26,439.0 $ 27,194.0
Future policy benefits and other policyholders liabilities.................. 14,085.4 13,997.8
Broker-dealer related payables.............................................. 950.3 1,226.9
Customers related payables.................................................. 3,980.7 2,924.3
Amounts due to reinsurers................................................... 1,070.8 1,028.3
Short-term and long-term debt............................................... 783.0 855.4
Loans from affiliates....................................................... 325.0 325.0
Income taxes payable........................................................ 2,974.2 2,895.6
Other liabilities........................................................... 1,815.8 1,735.0
Separate Accounts' liabilities.............................................. 84,801.6 69,997.0
Minority interest in equity of consolidated subsidiaries.................... 2,289.9 2,096.4
Minority interest subject to redemption rights.............................. 288.0 271.6
--------------- --------------
Total liabilities....................................................... 139,803.7 124,547.3
--------------- --------------
Commitments and contingent liabilities (Notes 2, 5, 9, 18 and 19)
SHAREHOLDER'S EQUITY
Common stock, $1.25 par value, 2.0 million shares authorized,
issued and outstanding................................................... 2.5 2.5
Capital in excess of par value.............................................. 5,139.6 4,976.3
Retained earnings........................................................... 4,507.6 4,030.8
Accumulated other comprehensive (loss) income............................... (167.3) 432.3
--------------- --------------
Total shareholder's equity.............................................. 9,482.4 9,441.9
--------------- --------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY.................................. $ 149,286.1 $ 133,989.2
=============== ==============
See Notes to Consolidated Financial Statements.
F-4
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
[Enlarge/Download Table]
2006 2005 2004
--------------- --------------- ---------------
(IN MILLIONS)
REVENUES
Universal life and investment-type product
policy fee income........................................... $ 2,252.7 $ 1,889.3 $ 1,595.4
Premiums...................................................... 817.8 881.7 879.6
Net investment income......................................... 2,397.0 2,491.8 2,500.8
Investment gains, net......................................... 46.9 55.4 65.0
Commissions, fees and other income............................ 4,373.0 3,626.2 3,384.1
--------------- --------------- ---------------
Total revenues.......................................... 9,887.4 8,944.4 8,424.9
--------------- --------------- ---------------
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits....................................... 1,960.5 1,859.8 1,867.1
Interest credited to policyholders' account balances.......... 1,082.5 1,065.5 1,038.1
Compensation and benefits..................................... 2,090.4 1,802.9 1,604.9
Commissions................................................... 1,394.4 1,128.7 1,017.3
Distribution plan payments.................................... 292.9 292.0 374.2
Amortization of deferred sales commissions.................... 100.4 132.0 177.4
Interest expense.............................................. 70.4 76.3 76.8
Amortization of deferred policy acquisition costs............. 689.3 601.3 472.9
Capitalization of deferred policy acquisition costs........... (1,363.4) (1,199.4) (1,015.9)
Rent expense.................................................. 204.1 165.2 185.0
Amortization of other intangible assets....................... 23.6 23.5 22.9
Other operating costs and expenses............................ 1,262.6 952.4 928.4
--------------- --------------- ---------------
Total benefits and other deductions..................... 7,807.7 6,900.2 6,749.1
--------------- --------------- ---------------
Earnings from continuing operations before
income taxes and minority interest.......................... 2,079.7 2,044.2 1,675.8
Income taxes.................................................. (427.3) (519.2) (396.9)
Minority interest in net income of consolidated subsidiaries.. (599.9) (466.9) (384.0)
--------------- --------------- ---------------
Earnings from continuing operations........................... 1,052.5 1,058.1 894.9
Earnings from discontinued operations, net of income taxes.... 26.2 15.7 6.8
(Losses) gains on disposal of discontinued operations,
net of income taxes........................................ (1.9) - 31.1
Cumulative effect of accounting changes, net of
income taxes............................................... - - (2.9)
--------------- --------------- ---------------
Net Earnings.................................................. $ 1,076.8 $ 1,073.8 $ 929.9
=============== =============== ===============
See Notes to Consolidated Financial Statements.
F-5
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY AND COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
[Enlarge/Download Table]
2006 2005 2004
--------------- -------------- --------------
(IN MILLIONS)
SHAREHOLDER'S EQUITY
Common stock, at par value, beginning and end of year............. $ 2.5 $ 2.5 $ 2.5
--------------- -------------- --------------
Capital in excess of par value, beginning of year................. 4,976.3 4,890.9 4,848.2
Changes in capital in excess of par value......................... 163.3 85.4 42.7
--------------- -------------- --------------
Capital in excess of par value, end of year....................... 5,139.6 4,976.3 4,890.9
--------------- -------------- --------------
Retained earnings, beginning of year.............................. 4,030.8 3,457.0 3,027.1
Net earnings...................................................... 1,076.8 1,073.8 929.9
Dividends on common stock......................................... (600.0) (500.0) (500.0)
--------------- -------------- --------------
Retained earnings, end of year.................................... 4,507.6 4,030.8 3,457.0
--------------- -------------- --------------
Accumulated other comprehensive income, beginning of year......... 432.3 874.1 892.8
Other comprehensive loss ......................................... (150.1) (441.8) (18.7)
Adjustment to initially apply SFAS No.158, net of income taxes ... (449.5) - -
--------------- -------------- --------------
Accumulated other comprehensive (loss) income, end of year........ (167.3) 432.3 874.1
--------------- -------------- --------------
TOTAL SHAREHOLDER'S EQUITY, END OF YEAR........................... $ 9,482.4 $ 9,441.9 $ 9,224.5
=============== ============== ==============
COMPREHENSIVE INCOME
Net earnings...................................................... $ 1,076.8 $ 1,073.8 $ 929.9
--------------- -------------- --------------
Change in unrealized losses, net of reclassification
adjustments.................................................... (150.1) (441.8) (31.1)
Cumulative effect of accounting changes........................... - - 12.4
--------------- -------------- --------------
Other comprehensive loss.......................................... (150.1) (441.8) (18.7)
--------------- -------------- --------------
COMPREHENSIVE INCOME.............................................. $ 926.7 $ 632.0 $ 911.2
=============== ============== ==============
See Notes to Consolidated Financial Statements.
F-6
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
[Enlarge/Download Table]
2006 2005 2004
--------------- --------------- ---------------
(IN MILLIONS)
Net earnings.................................................. $ 1,076.8 $ 1,073.8 $ 929.9
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Interest credited to policyholders' account balances........ 1,082.5 1,065.5 1,038.1
Universal life and investment-type product
policy fee income......................................... (2,252.7) (1,889.3) (1,595.4)
Net change in broker-dealer and customer related
receivables/payables...................................... 117.2 (347.4) 379.6
Investment gains, net....................................... (46.9) (55.4) (65.0)
Change in deferred policy acquisition costs................. (674.1) (598.1) (543.0)
Change in future policy benefits............................ 52.7 64.4 129.3
Change in income tax payable................................ 425.9 340.5 349.6
Change in accounts payable and accrued expenses............. 85.5 23.7 (27.4)
Change in segregated cash and securities, net............... (143.2) (231.8) (203.2)
Minority interest in net income of consolidated subsidiaries 599.9 466.9 384.1
Change in fair value of guaranteed minimum income
benefit reinsurance contracts............................. 14.8 (42.6) (61.0)
Amortization of deferred sales commissions.................. 100.4 132.0 177.4
Other depreciation and amortization......................... 144.9 149.6 210.3
Amortization of other intangible assets, net................ 23.6 23.6 22.9
Losses (gains) on disposal of discontinued operations ...... 1.9 - (31.1)
Other, net.................................................. 363.5 (134.6) 14.3
--------------- --------------- ---------------
Net cash provided by (used in) operating activities........... 972.7 40.8 1,109.4
--------------- --------------- ---------------
Cash flows from investing activities:
Maturities and repayments................................... 2,962.2 2,926.2 3,341.9
Sales of investments........................................ 1,536.9 2,432.9 2,983.6
Purchases of investments.................................... (4,262.3) (5,869.1) (7,052.5)
Change in short-term investments............................ 65.6 13.8 (18.4)
Purchase of minority interest in consolidated subsidiary ... - - (410.7)
Increased in capitalized software, leasehold improvements
and EDP equipment ....................................... (146.1) (101.2) (69.3)
Other, net.................................................. (390.4) (116.3) 173.2
--------------- --------------- ---------------
Net cash used in investing activities......................... (234.1) (713.7) (1,052.2)
--------------- --------------- ---------------
F-7
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Cash flows from financing activities:
Policyholders' account balances:
Deposits.................................................. $ 3,865.2 $ 3,816.8 $ 4,029.4
Withdrawals from and transfers to Separate Accounts....... (3,569.1) (2,779.1) (2,716.0)
Net change in short-term financings......................... 327.7 - -
Repayments of long-term debt ............................... (400.0) (400.0) -
Proceeds in loans from affiliates........................... - 325.0 -
Shareholder dividends paid.................................. (600.0) (500.0) (500.0)
Other, net.................................................. (206.5) (417.3) (130.1)
----------------- ----------------- -----------------
Net cash (used in) provided by financing activities........... (582.7) 45.4 683.3
----------------- ----------------- -----------------
Change in cash and cash equivalents........................... 155.9 (627.5) 740.5
Cash and cash equivalents, beginning of year.................. 1,112.1 1,739.6 999.1
----------------- ----------------- -----------------
Cash and Cash Equivalents, End of Year........................ $ 1,268.0 $ 1,112.1 $ 1,739.6
================= ================= =================
Supplemental cash flow information:
Interest Paid............................................... $ 59.9 $ 74.5 $ 86.2
================= ================= =================
Income Taxes (Refunded) Paid................................ $ (40.8) $ 146.5 $ 154.4
================= ================= =================
See Notes to Consolidated Financial Statements.
F-8
AXA EQUITABLE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1) ORGANIZATION
AXA Equitable Life Insurance Company ("AXA Equitable," and collectively
with its consolidated subsidiaries the "Company") is an indirect, wholly
owned subsidiary of AXA Financial, Inc. ("AXA Financial," and
collectively with its consolidated subsidiaries, "AXA Financial Group").
AXA Financial is a wholly owned subsidiary of AXA, a French holding
company for an international group of insurance and related financial
services companies.
The Company conducts operations in two business segments: the Insurance
and Investment Management segments. The Company's management evaluates
the performance of each of these segments independently and allocates
resources based on current and future requirements of each segment.
Insurance
---------
The Insurance segment offers a variety of traditional, variable and
interest-sensitive life insurance products, variable and fixed-interest
annuity products, mutual funds and other investment products and asset
management to individuals and small and medium size businesses and
professional and trade associations. This segment includes Separate
Accounts for individual insurance and annuity products.
The Company's insurance business is conducted principally by AXA
Equitable and its wholly owned life insurance subsidiary, AXA Life and
Annuity Company ("AXA Life"), formerly The Equitable of Colorado.
Investment Management
---------------------
The Investment Management segment (formerly the Investment Services
segment) is principally comprised of the investment management business
of AllianceBernstein L.P., a Delaware limited partnership, and its
subsidiaries ("AllianceBernstein"). AllianceBernstein provides research,
diversified investment management and related services globally to a
broad range of clients. Its principal services include: (a)
institutional investments, including unaffiliated corporate and public
employee pension funds, endowment funds, domestic and foreign
institutions and governments, by means of separately managed accounts,
sub-advisory relationships, structured products, group trusts, mutual
funds and other investment vehicles, (b) retail, servicing individual
investors, primarily by means of retail mutual funds, sub-advisory
relationships in respect of mutual funds sponsored by third parties,
separately managed account programs that are sponsored by various
financial intermediaries worldwide, and other investment vehicles, (c)
private clients, including high-net-worth individuals, trusts and
estates, charitable foundations, partnerships, private and family
corporations and other entities, by means of separately managed
accounts, hedge funds, mutual funds, and other investment vehicles, and
(d) institutional research by means of in-depth independent, fundamental
research, portfolio strategy, trading and brokerage-related services.
Principal subsidiaries of AllianceBernstein include: SCB Inc., formally
known as Sanford C. Bernstein, Inc. ("Bernstein"), Sanford C. Bernstein
& Co. LLC ("SCB LLC"), Sanford C. Bernstein Limited ("SCBL") and SCB
Partners, Inc. ("SCB Partners"). This segment includes institutional
Separate Accounts principally managed by AllianceBernstein that provide
various investment options for large group pension clients, primarily
defined benefit and contribution plans, through pooled or single group
accounts.
In October 2000, AllianceBernstein acquired substantially all of the
assets and liabilities of SCB Inc (the "Bernstein Acquisition"). AXA
Financial agreed to provide liquidity to these former Bernstein
shareholders after a two-year lockout period that ended October 2002.
Since 2002, the Company acquired 18.9 million units in AllianceBernstein
L.P. ("AllianceBernstein Units") at the aggregate market price of $660.4
million from SCB Inc and SCB Partners under a preexisting agreement and
recorded additional goodwill of $217.9 million and other intangible
assets of $26.9 million. Minority interest subject to redemption rights
represents the remaining 16.3 million of private AllianceBernstein Units
issued to former Bernstein shareholders in connection with
AllianceBernstein's acquisition of Bernstein. At December 31, 2006 and
2005, the Company's consolidated economic interest in AllianceBernstein
was 45.6% and 46.3%, respectively. At December 31, 2006 and 2005,
AXA Financial Group's consolidated economic interest in
AllianceBernstein was approximately 60.3% and 61.1%, respectively. On
F-9
February 23, 2007, AXA Financial purchased another tranche of 8.16
million AllianceBernstein Units pursuant to an exercise of the
AllianceBernstein put at a purchase price of approximately $745.7
million. After the purchase, together with its ownership with other AXA
Financial Group companies, the beneficial ownership in AllianceBernstein
L.P. increased by approximately 3% to 63.3%. The remaining 8.16 million
AllianceBernstein Units may be sold to AXA Financial at the prevailing
market price no sooner than nine months after the February 23, 2007
purchase or over the following period ending October 2, 2009.
2) SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
-----------------------------------------------------
The preparation of the accompanying consolidated financial statements in
conformity with generally accepted accounting principles in the United
States of America ("GAAP") requires management to make estimates and
assumptions (including normal, recurring accruals) that affect the
reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates. The
accompanying consolidated financial statements reflect all adjustments
necessary in the opinion of management to present fairly the
consolidated financial position of the Company and its consolidated
results of operations and cash flows for the periods presented.
The accompanying consolidated financial statements include the accounts
of AXA Equitable and its subsidiary engaged in insurance related
businesses (collectively, the "Insurance Group"); other subsidiaries,
principally AllianceBernstein; and those investment companies,
partnerships and joint ventures in which AXA Equitable or its
subsidiaries has control and a majority economic interest as well as
those variable interest entities ("VIEs") that meet the requirements for
consolidation.
All significant intercompany transactions and balances have been
eliminated in consolidation. The years "2006," "2005" and "2004" refer
to the years ended December 31, 2006, 2005 and 2004, respectively.
Certain reclassifications have been made in the amounts presented for
prior periods to conform those periods to the current presentation. The
consolidated statements of cash flows for 2005 and 2004 have been
revised to reflect cash outflows related to capitalized software,
leasehold improvements and EDP equipment as cash used in investing
activities rather than cash used by operating activities to be
consistent with the 2006 presentation.
Accounting Changes
------------------
On December 31, 2006, the Company implemented SFAS No. 158, "Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans,"
requiring employers to recognize the over or under funded status of such
benefit plans as an asset or liability in the balance sheet for
reporting periods ending after December 15, 2006 and to recognize
subsequent changes in that funded status as a component of other
comprehensive income. The funded status of a plan is measured as the
difference between plan assets at fair value and the projected benefit
obligation for pension plans or the benefit obligation for any other
postretirement plan. SFAS No. 158 does not change the determination of
net periodic benefit cost or its presentation in the statement of
earnings. However, its requirements represent a significant change to
previous accounting guidance that generally delayed recognition of
certain changes in plan assets and benefit obligations in the balance
sheet and only required disclosure of the complete funded status of the
plans in the notes to the financial statements.
As required by SFAS No. 158, the $449.5 million, net of income tax and
minority interest, impact of initial adoption has been reported as an
adjustment to the December 31, 2006 balance of accumulated other
comprehensive income in the accompanying consolidated financial
statements. The consequent recognition of the funded status of its
defined benefit pension at December 31, 2006 reduced total assets by
approximately $684.2 million, due to the reduction of prepaid pension
cost of $684.2 million and decreased total liabilities by approximately
$234.7 million. The change in liabilities principally resulted from the
decrease in income taxes payable of $242.7 million partially offset by
an increase in benefit plan liabilities of $12.0 million. See Note 12
of Notes to Consolidated Financial Statements for further information.
SFAS No. 158 imposes an additional requirement, effective for fiscal
years ending after December 15, 2008, to measure plan assets and benefit
obligations as of the date of the employer's year-end balance sheet,
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thereby eliminating the option to elect an earlier measurement date
alternative of not more than three months prior to that date, if used
consistently each year. This provision of SFAS No. 158 will have no
impact on the Company as it already uses a December 31 measurement date
for all of its plan assets and benefits obligations.
On January 1, 2006, the Company adopted SFAS No. 123(R), "Share-Based
Payment". To effect its adoption, the Company elected the "modified
prospective method" of transition. Under this method, prior-period
results were not restated. Prior to the adoption of SFAS No. 123(R), The
Company had elected to continue to account for stock-based compensation
in accordance with Accounting Principles Board Opinion ("APB") No. 25,
"Accounting for Stock Issued to Employees," and, as a result, the
recognition of stock-based compensation expense generally was limited to
amounts attributed to awards of restricted shares and various
cash-settled programs such as stock appreciation rights. SFAS No. 123(R)
requires the cost of all share-based payments to employees to be
recognized in the financial statements based on their fair values,
resulting in compensation expense for certain types of the Company's
equity-classified award programs for which no cost previously would have
been charged to net earnings under APB No. 25, most notably for employee
options to purchase AXA American Depository Receipts ("ADRs") and AXA
ordinary shares and for employee stock purchase plans. As a result of
adopting SFAS No. 123(R) on January 1, 2006, consolidated earnings from
continuing operations before income taxes and minority interest for 2006
and consolidated net earnings for 2006 were $46.9 million and $29.9
million lower, respectively, than if these plans had continued to be
accounted for under APB No. 25.
Under the modified prospective method, the Company applied the
measurement, recognition, and attribution requirements of SFAS No.
123(R) to stock-based compensation awards granted, modified, repurchased
or cancelled on or after January 1, 2006. In addition, beginning in
first quarter 2006, costs associated with unvested portions of
outstanding employee stock option awards at January 1, 2006 that prior
to adoption of SFAS No. 123(R) would have been reflected by the Company
only in pro forma disclosures, were recognized in the consolidated
statement of earnings over the awards' remaining future service-vesting
periods. Liability-classified awards outstanding at January 1, 2006,
such as performance units and stock appreciation rights, were remeasured
to fair value. The remeasurement resulted in no adjustment to their
intrinsic value basis, including the cumulative effect of differences
between actual and expected forfeitures, primarily due to the de minimis
time remaining to expected settlement of these awards.
Effective with its adoption of SFAS No. 123(R), the Company elected the
"short-cut" transition alternative for approximating the historical pool
of windfall tax benefits available in shareholder's equity at January 1,
2006 as provided by the Financial Accounting Standards Board (the
"FASB") in FASB Staff Position ("FSP") No. 123(R)-3, "Transition
Election Related to Accounting For the Tax Effects of Share-Based
Payment Awards". This historical pool represents the cumulative tax
benefits of tax deductions for employee share-based payments in excess
of compensation costs recognized under GAAP, either in the financial
statements or in the pro forma disclosures. In the event that a
shortfall of tax benefits occurs during a reporting period (i.e. tax
deductions are less than the related cumulative compensation expense),
the historical pool will be reduced by the amount of the shortfall. If
the shortfall exceeds the amount of the historical pool, there will be a
negative impact on the results of operations. In 2006, additional
windfall tax benefits resulted from employee exercises of stock option
awards.
On January 1, 2006, the Company adopted the provisions of SFAS No. 154,
"Accounting Changes and Error Corrections," a replacement of APB No. 20,
"Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in
Interim Financial Statements". SFAS No. 154 applies to all voluntary
changes in accounting principle as well as to changes required by an
accounting pronouncement that does not include transition provisions. To
enhance comparability, this statement requires retrospective application
to prior periods' financial statements of changes in accounting
principle, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the change. The
cumulative effect of the change is reported in the carrying value of
assets and liabilities as of the first period presented, with the offset
applied to opening retained earnings. Each period presented is adjusted
to show the period specific effects of the change. Only direct effects
of the change will be retrospectively recognized; indirect effects will
be recognized in the period of change. SFAS No. 154 carries forward
without change APB No. 20's guidance for reporting the correction of an
error and a change in accounting estimate as well as SFAS No. 3's
provisions governing reporting accounting changes in interim financial
statements. The adoption of SFAS No. 154 did not have an impact on the
Company's results of operations or financial position.
In third quarter 2004, the Company began to implement FSP No. 106-2,
"Accounting and Disclosure Requirements Related to the Medicare
Prescription Drug Improvement and Modernization Act of 2003", that
F-11
provides guidance on employers' accounting for the effects of the
Medicare Prescription Drug, Improvement and Modernization Act of 2003
("MMA") signed into law in December 2003. The MMA introduced a
prescription drug benefit under Medicare Part D that would go into
effect in 2006 as well as a Federal subsidy to employers whose plans
provide an "actuarially equivalent" prescription drug benefit. FSP No.
106-2 required the effects of the MMA to be reflected in measurements of
the accumulated postretirement benefits obligation and net periodic
postretirement benefit cost made on or after the date of enactment. As
permitted by FSP No. 106-2, the Company initially elected to defer these
remeasurements and to provide required disclosures pending regulations
regarding the determination of eligibility for the Federal subsidy under
the MMA. Following consideration of regulations and guidance issued by
the Center for Medicare and Medicaid Services in fourth quarter 2005,
management and its actuarial advisors concluded that the prescription
drug benefits provided under the Company's retiree medical plans are
actuarially equivalent to the new Medicare prescription drug benefits.
Consequently, the estimated subsidy has been reflected in measurements
of the accumulated postretirement benefits obligations for these plans
as of January 1, 2005, and the resulting aggregate reduction of $51.9
million was accounted for prospectively as an actuarial experience gain
in accordance with FSP No. 106-2. The impact of the MMA, including the
effect of the subsidy, resulted in a decrease in the annual net periodic
postretirement benefits costs for 2005 of approximately $7.4 million.
At March 31, 2004, the Company completed its transition to the
consolidation and disclosure requirements of FASB Interpretation ("FIN")
46(R), "Consolidation of Variable Interest Entities, Revised".
At December 31, 2006 and 2005, the Insurance Group's General Account
held $5.8 million of investment assets issued by VIEs and determined to
be significant variable interests under FIN 46(R). At December 31, 2006
and 2005, as reported in the consolidated balance sheet, these
investments included $4.7 million of fixed maturities (collateralized
debt and loan obligations) and $1.1 million of other equity investments
(principally investment limited partnership interests) and are subject
to ongoing review for impairment in value. These VIEs do not require
consolidation because management has determined that the Insurance Group
is not the primary beneficiary. These variable interests at December 31,
2006 represent the Insurance Group's maximum exposure to loss from its
direct involvement with the VIEs. The Insurance Group has no further
economic interest in these VIEs in the form of related guarantees,
commitments, derivatives, credit enhancements or similar instruments and
obligations.
Management of AllianceBernstein has reviewed its investment management
agreements and its investments in and other financial arrangements with
certain entities that hold client assets under management to determine
the entities that AllianceBernstein is required to consolidate under FIN
46(R). These include certain mutual fund products domiciled in
Luxembourg, India, Japan, Singapore and Australia (collectively, the
"Offshore Funds"), hedge funds, structured products, group trusts and
joint ventures.
AllianceBernstein derived no direct benefit from client assets under
management of these entities other than investment management fees and
cannot utilize those assets in its operations.
AllianceBernstein has significant variable interests in certain other
VIEs with approximately $226.4 million in client assets under
management. However, these VIEs do not require consolidation because
management has determined that AllianceBernstein is not the primary
beneficiary. AllianceBernstein's maximum exposure to loss in these
entities is limited to its investments in and prospective investment
management fees earned in these entities.
Effective January 1, 2004, the Company adopted the American Institute of
Certified Public Accountants ("AICPA") Statement of Position ("SOP")
03-1, "Accounting and Reporting by Insurance Enterprises for Certain
Nontraditional Long-Duration Contracts and for Separate Accounts." SOP
03-1 required a change in the Company's accounting policies relating to
(a) general account interests in separate accounts, (b) assets and
liabilities associated with market value adjusted fixed rate investment
options available in certain variable annuity contracts, (c) liabilities
related to group pension participating contracts, and (d) liabilities
related to certain mortality and annuitization benefits, such as the no
lapse guarantee feature contained in variable and interest-sensitive
life policies.
The adoption of SOP 03-1 required changes in several of the Company's
accounting policies relating to separate account assets and liabilities.
The Company now reports the General Account's interests in separate
accounts as trading account securities in the consolidated balance
sheet; prior to the adoption of SOP 03-1, such interests were included
in Separate Accounts' assets. Also, the assets and liabilities of two
Separate Accounts are now presented and accounted for as General Account
assets and liabilities.
F-12
Investment assets in these Separate Accounts principally consist of
fixed maturities that are classified as available for sale in the
accompanying consolidated financial statements. These two Separate
Accounts hold assets and liabilities associated with market value
adjusted fixed rate investment options available in certain variable
annuity contracts. In addition, liabilities associated with the market
value adjustment feature are now reported at the accrued account
balance. Prior to the adoption of SOP 03-1, such liabilities had been
reported at market adjusted value.
Prior to the adoption of SOP 03-1, the liabilities for group pension
participating contracts were adjusted only for changes in the fair value
of certain related investment assets that were reported at fair value in
the balance sheet (including fixed maturities and equity securities
classified as available for sale, but not equity real estate or mortgage
loans) with changes in the liabilities recorded directly in Accumulated
other comprehensive income to offset the unrealized gains and losses on
the related assets. SOP 03-1 required an adjustment to the liabilities
for group pension participating contracts to reflect the fair value of
all the assets on which those contracts' returns are based, regardless
of whether those assets are reported at fair value in the balance sheet.
Changes in the liability related to fluctuations in asset fair values
are now reported as Interest credited to policyholders' account balances
in the consolidated statements of earnings.
In addition, the adoption of SOP 03-1 resulted in a change in the method
of determining liabilities associated with the no lapse guarantee
feature contained in variable and interest-sensitive life contracts.
While both the Company's previous method of establishing the no lapse
guarantee reserve and the SOP 03-1 method are based on accumulation of a
portion of the charges for the no lapse guarantee feature, SOP 03-1
specifies a different approach for identifying the portion of the fee to
be accrued and establishing the related reserve.
The adoption of SOP 03-1 as of January 1, 2004 resulted in a decrease in
2004 net earnings of $2.9 million and an increase in other comprehensive
income of $12.4 million related to the cumulative effect of the required
changes in accounting. The determination of liabilities associated with
group pension participating contracts and mortality and annuitization
benefits, as well as related impacts on deferred acquisition costs, is
based on models that involve numerous estimates and subjective
judgments. There can be no assurance that the ultimate actual experience
will not differ from management's estimates.
New Accounting Pronouncements
-----------------------------
On September 15, 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements". SFAS No. 157 establishes a single authoritative
definition of fair value, sets out a framework for measuring fair value,
and requires additional disclosures about fair value measurements. It
applies only to fair value measurements that are already required or
permitted by other accounting standards, except for measurements of
share-based payments and measurements that are similar to, but not
intended to be, fair value. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007,
with earlier application encouraged. Management is currently assessing
the potential impacts of adoption of SFAS No. 157.
On July 13, 2006, the FASB issued FIN 48, "Accounting for Uncertainty in
Income Taxes," to clarify the criteria used to recognize and measure the
economic benefits associated with tax positions taken or expected to be
taken in a tax return. Under FIN 48, a tax benefit is recognized only if
it is "more likely than not" to be sustained assuming examination by the
taxing authority, based on the technical merits of the position. Tax
positions meeting the recognition criteria are required to be measured
at the largest amount of tax benefit that is more than 50 percent likely
of being realized upon ultimate settlement and, accordingly, requires
consideration of the amounts and probabilities of potential settlement
outcomes. FIN 48 also addresses subsequent derecognition of tax
positions, changes in the measurement of recognized tax positions,
accrual and classification of interest and penalties, and accounting in
interim periods. FIN 48 is effective for fiscal years beginning after
December 15, 2006, thereby requiring application of its provisions,
including the threshold criteria for recognition, to all tax positions
of AXA Financial Group at January 1, 2007. The cumulative effect of
applying FIN 48, if any, is to be reported as an adjustment to the
opening balance of retained earnings. In addition, annual disclosures
with respect to income taxes have been expanded by FIN 48 and require
inclusion of a tabular reconciliation of the total amounts of
unrecognized tax benefits at the beginning and end of the reporting
period. Management is currently assessing the potential impacts of
adoption of FIN 48.
On September 19, 2005, the AICPA released SOP 05-1, "Accounting by
Insurance Enterprises for Deferred Acquisition Costs in Connection with
Modifications or Exchanges of Insurance Contracts". The SOP requires
identification of transactions that result in a substantial change in an
insurance contract. Transactions subject to review include internal
contract exchanges, contract modifications via amendment, rider or
F-13
endorsement and elections of benefits, features or rights contained
within the contract. If determined that a substantial change has
occurred, the related deferred policy acquisition costs ("DAC")/VOBA and
other related balances must be written off. The SOP is effective for
transactions occurring in fiscal years beginning after December 15,
2006, with earlier adoption encouraged. Restatement of previously issued
annual financial statements is not permitted, and disclosure of the pro
forma effects of retroactive application or the pro forma effect on the
year of adoption is not required. The adoption of SOP 05-1 is not
expected to have a material impact on the Company's results of
operations or financial position.
Closed Block
------------
As a result of demutualization, the Closed Block was established in 1992
for the benefit of certain individual participating policies that were
in force on that date. Assets, liabilities and earnings of the Closed
Block are specifically identified to support its participating
policyholders.
Assets allocated to the Closed Block inure solely to the benefit of the
Closed Block policyholders and will not revert to the benefit of AXA
Equitable. No reallocation, transfer, borrowing or lending of assets can
be made between the Closed Block and other portions of AXA Equitable's
General Account, any of its Separate Accounts or any affiliate of AXA
Equitable without the approval of the New York Superintendent of
Insurance (the "Superintendent"). Closed Block assets and liabilities
are carried on the same basis as similar assets and liabilities held in
the General Account.
The excess of Closed Block liabilities over Closed Block assets
(adjusted to exclude the impact of related amounts in accumulated other
comprehensive income) represents the expected maximum future post-tax
earnings from the Closed Block that would be recognized in income from
continuing operations over the period the policies and contracts in the
Closed Block remain in force. As of January 1, 2001, the Company has
developed an actuarial calculation of the expected timing of the Closed
Block earnings.
If the actual cumulative earnings from the Closed Block are greater than
the expected cumulative earnings, only the expected earnings will be
recognized in net income. Actual cumulative earnings in excess of
expected cumulative earnings at any point in time are recorded as a
policyholder dividend obligation because they will ultimately be paid to
Closed Block policyholders as an additional policyholder dividend unless
offset by future performance that is less favorable than originally
expected. If a policyholder dividend obligation has been previously
established and the actual Closed Block earnings in a subsequent period
are less than the expected earnings for that period, the policyholder
dividend obligation would be reduced (but not below zero). If, over the
period the policies and contracts in the Closed Block remain in force,
the actual cumulative earnings of the Closed Block are less than the
expected cumulative earnings, only actual earnings would be recognized
in income from continuing operations. If the Closed Block has
insufficient funds to make guaranteed policy benefit payments, such
payments will be made from assets outside the Closed Block.
Many expenses related to Closed Block operations, including amortization
of DAC, are charged to operations outside of the Closed Block;
accordingly, net revenues of the Closed Block do not represent the
actual profitability of the Closed Block operations. Operating costs and
expenses outside of the Closed Block are, therefore, disproportionate to
the business outside of the Closed Block.
Investments
-----------
The carrying values of fixed maturities identified as available for sale
are reported at estimated fair value. Changes in estimated fair value
are reported in comprehensive income. The amortized cost of fixed
maturities is adjusted for impairments in value deemed to be other than
temporary. The redeemable preferred stock investments reported in fixed
maturities include real estate investment trusts ("REIT") perpetual
preferred stock, other perpetual preferred stock and redeemable
preferred stock. These securities may not have a stated maturity, may
not be cumulative and do not provide for mandatory redemption by the
issuer.
Mortgage loans on real estate are stated at unpaid principal balances,
net of unamortized discounts and valuation allowances. Valuation
allowances are based on the present value of expected future cash flows
discounted at the loan's original effective interest rate or on its
collateral value if the loan is collateral dependent. However, if
foreclosure is or becomes probable, the collateral value measurement
method is used.
Impaired mortgage loans without provision for losses are loans where the
fair value of the collateral or the net present value of the expected
future cash flows related to the loan equals or exceeds the recorded
F-14
investment. Interest income earned on loans where the collateral value
is used to measure impairment is recorded on a cash basis. Interest
income on loans where the present value method is used to measure
impairment is accrued on the net carrying value amount of the loan at
the interest rate used to discount the cash flows. Changes in the
present value attributable to changes in the amount or timing of
expected cash flows are reported as investment gains or losses.
Real estate held for the production of income, including real estate
acquired in satisfaction of debt, is stated at depreciated cost less
valuation allowances. At the date of foreclosure (including in-substance
foreclosure), real estate acquired in satisfaction of debt is valued at
estimated fair value. Impaired real estate is written down to fair value
with the impairment loss being included in investment gains (losses),
net.
Depreciation of real estate held for production of income is computed
using the straight-line method over the estimated useful lives of the
properties, which generally range from 40 to 50 years.
Valuation allowances are netted against the asset categories to which
they apply.
Policy loans are stated at unpaid principal balances.
Partnerships, investment companies and joint venture interests in which
the Company has control and a majority economic interest (that is,
greater than 50% of the economic return generated by the entity) or
those that meet FIN 46(R) requirements for consolidation are
consolidated; those in which the Company does not have control and a
majority economic interest and those that do not meet FIN 46(R)
requirements for consolidation are reported on the equity basis of
accounting and are included either with equity real estate or other
equity investments, as appropriate.
Equity securities include common stock and non-redeemable preferred
stock classified as either trading or available for sale securities, are
carried at estimated fair value and are included in other equity
investments.
Trading securities, which include equity securities and fixed
maturities, are carried at estimated fair value.
Short-term investments are stated at amortized cost, which approximates
fair value, and are included with other invested assets.
Cash and cash equivalents includes cash on hand, amounts due from banks
and highly liquid debt instruments purchased with an original maturity
of three months or less.
All securities owned as well as United States government and agency
securities, mortgage-backed securities, futures and forwards
transactions are recorded in the consolidated financial statements on a
trade date basis.
Derivatives
-----------
The Company primarily uses derivatives for asset/liability risk
management, for hedging individual securities and certain equity
exposures and to reduce its exposure to interest rate fluctuations on
its long-term debt obligations. Various derivative instruments are used
to achieve these objectives, including interest rate floors, futures and
interest rate swaps. None of the derivatives were designated as
qualifying hedges under SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities".
The Insurance Group issues certain variable annuity products with
Guaranteed Minimum Death Benefit ("GMBD") and Guaranteed Minimum Income
Benefit ("GMIB") features. The risk associated with the GMDB feature is
that under-performance of the financial markets could result in GMDB
benefits, in the event of death, being higher than what accumulated
policyholder account balances would support. The risk associated with
the GMIB feature is that under-performance of the financial markets
could result in GMIB benefits, in the event of election, being higher
than what accumulated policyholders account balances would support. For
both GMDB and GMIB, the Company retains basis risk and risk associated
with actual versus expected assumptions for mortality, lapse and
election rate. The Company regularly enters into futures contracts to
hedge such risks. The futures contracts are managed to correlate with
changes in the value of the GMDB and GMIB feature that result from
financial markets movements. In addition, the Company has purchased
reinsurance contracts to mitigate the risks associated with the impact
of potential market fluctuations on future policyholder elections of
GMIB features contained in certain annuity contracts issued by the
Company. Reinsurance contracts covering GMIB exposure are considered
derivatives under SFAS No. 133, and, therefore, are required to be
reported in the balance sheet at their fair value. GMIB reinsurance fair
F-15
values are reported in the consolidated balance sheets in Other assets.
Changes in GMIB reinsurance fair values are reflected in Commissions,
fees and other income in the consolidated statements of earnings. Since
there is no readily available market for GMIB reinsurance contracts, the
determination of their fair values is based on models which involve
numerous estimates and subjective judgments including those regarding
expected market rates of return and volatility, GMIB election rates,
contract surrender rates and mortality experience. There can be no
assurance that ultimate actual experience will not differ from
management's estimates. See Note 8 of Notes to Consolidated Financial
Statements.
Margins on individual insurance and annuity contracts are affected by
interest rate fluctuations. If interest rates fall, crediting interest
rates and dividends would be adjusted subject to competitive pressures.
In addition, policies are subject to minimum rate guarantees. To hedge
exposure to lower interest rates, the Company has used interest rate
floors.
The Company is exposed to equity market fluctuations through investments
in Separate Accounts. The Company enters into exchange traded equity
futures contracts to minimize such risk.
The Company is exposed to counterparty risk attributable to hedging
transactions entered into with counterparties. Exposure to credit risk
is controlled with respect to each counterparty through a credit
appraisal and approval process. Each counterparty is currently rated 1
by the National Association of Insurance Commissioners ("NAIC").
All derivatives outstanding at December 31, 2006 and 2005 are recognized
on the balance sheet at their fair values and all outstanding
equity-based and treasury futures contracts were exchange-traded and are
net settled daily. All gains and losses on derivative financial
instruments are reported in earnings.
Net Investment Income, Investment Gains (Losses), Net and Unrealized
--------------------------------------------------------------------
Investment Gains (Losses)
-------------------------
Net investment income and realized investment gains (losses), net
(together, "investment results") related to certain participating group
annuity contracts which are passed through to the contractholders are
offset by amounts reflected as interest credited to policyholders'
account balances.
Realized investment gains (losses) are determined by identification with
the specific asset and are presented as a component of revenue. Changes
in the valuation allowances are included in investment gains or losses.
Realized and unrealized holding gains (losses) on trading securities are
reflected in net investment income.
Unrealized investment gains and losses on fixed maturities and equity
securities available for sale held by the Company are accounted for as a
separate component of accumulated comprehensive income, net of related
deferred income taxes, amounts attributable to certain pension
operations principally consisting of group non-participating wind-up
annuity products ("Wind-up Annuities"), Closed Block policyholders
dividend obligation and DAC related to universal life and
investment-type products and participating traditional life contracts.
Fair Value of Other Financial Instruments
-----------------------------------------
The Company defines fair value as the quoted market prices for those
instruments that are actively traded in financial markets. In cases
where quoted market prices are not available, fair values are estimated
using present value or other valuation techniques. The fair value
estimates are made at a specific point in time, based on available
market information and judgments about the financial instrument,
including estimates of the timing and amount of expected future cash
flows and the credit standing of counterparties. Such estimates do not
reflect any premium or discount that could result from offering for sale
at one time the Company's entire holdings of a particular financial
instrument, nor do they consider the tax impact of the realization of
unrealized gains or losses. In many cases, the fair value estimates
cannot be substantiated by comparison to independent markets, nor can
the disclosed value be realized in immediate settlement of the
instrument.
Certain financial instruments are excluded from fair value disclosures,
particularly insurance liabilities other than financial guarantees and
investment contracts. Fair market values of off-balance-sheet financial
instruments of the Insurance Group were not material at December 31,
2006 and 2005.
F-16
Fair values for mortgage loans on real estate are estimated by
discounting future contractual cash flows using interest rates at which
loans with similar characteristics and credit quality would be made.
Fair values for foreclosed mortgage loans and problem mortgage loans are
limited to the estimated fair value of the underlying collateral if
lower.
Fair values of policy loans are estimated by discounting the face value
of the loans from the time of the next interest rate review to the
present, at a rate equal to the excess of the current estimated market
rates over the current interest rate charged on the loan.
The estimated fair values for the Company's association plan contracts,
supplementary contracts not involving life contingencies ("SCNILC") and
annuities certain, which are included in policyholders' account
balances, and guaranteed interest contracts are estimated using
projected cash flows discounted at rates reflecting expected current
offering rates.
The fair values for variable deferred annuities and single premium
deferred annuities, included in policyholders' account balances, are
estimated as the discounted value of projected account values. Current
account values are projected to the time of the next crediting rate
review at the current crediting rates and are projected beyond that date
at the greater of current estimated market rates offered on new policies
or the guaranteed minimum crediting rate. Expected cash flows and
projected account values are discounted back to the present at the
current estimated market rates.
Fair values for long-term debt are determined using published market
values, where available, or contractual cash flows discounted at market
interest rates. The estimated fair values for non-recourse mortgage debt
are determined by discounting contractual cash flows at a rate that
takes into account the level of current market interest rates and
collateral risk. The estimated fair values for recourse mortgage debt
are determined by discounting contractual cash flows at a rate based
upon current interest rates of other companies with credit ratings
similar to the Company. The Company's carrying value of short-term
borrowings approximates their estimated fair value.
Recognition of Insurance Income and Related Expenses
----------------------------------------------------
Premiums from universal life and investment-type contracts are reported
as deposits to policyholders' account balances. Revenues from these
contracts consist of amounts assessed during the period against
policyholders' account balances for mortality charges, policy
administration charges and surrender charges. Policy benefits and claims
that are charged to expense include benefit claims incurred in the
period in excess of related policyholders' account balances.
Premiums from participating and non-participating traditional life and
annuity policies with life contingencies generally are recognized as
income when due. Benefits and expenses are matched with such income so
as to result in the recognition of profits over the life of the
contracts. This match is accomplished by means of the provision for
liabilities for future policy benefits and the deferral and subsequent
amortization of policy acquisition costs.
For contracts with a single premium or a limited number of premium
payments due over a significantly shorter period than the total period
over which benefits are provided, premiums are recorded as revenue when
due with any excess profit deferred and recognized in income in a
constant relationship to insurance in-force or, for annuities, the
amount of expected future benefit payments.
Premiums from individual health contracts are recognized as income over
the period to which the premiums relate in proportion to the amount of
insurance protection provided.
DAC
---
Acquisition costs that vary with and are primarily related to the
acquisition of new and renewal insurance business, including
commissions, underwriting, agency and policy issue expenses, are
deferred. DAC is subject to recoverability testing at the time of policy
issue and loss recognition testing at the end of each accounting period.
For universal life products and investment-type products, DAC is
amortized over the expected total life of the contract group as a
constant percentage of estimated gross profits arising principally from
investment results, Separate Account fees, mortality and expense margins
and surrender charges based on historical and
F-17
anticipated future experience, updated at the end of each accounting
period. The effect on the amortization of DAC of revisions to estimated
gross profits is reflected in earnings in the period such estimated
gross profits are revised. A decrease in expected gross profits would
accelerate DAC amortization. Conversely, an increase in expected gross
profits would slow DAC amortization. The effect on the DAC asset that
would result from realization of unrealized gains (losses) is recognized
with an offset to accumulated comprehensive income in consolidated
shareholder's equity as of the balance sheet date.
A significant assumption in the amortization of DAC on variable and
interest-sensitive life insurance and variable annuities relates to
projected future Separate Account performance. Management sets expected
future gross profit assumptions related to Separate Account performance
using a long-term view of expected average market returns by applying a
reversion to the mean approach. In applying this approach to develop
estimates of future returns, it is assumed that the market will return
to an average gross long-term return estimate, developed with reference
to historical long-term equity market performance and subject to
assessment of the reasonableness of resulting estimates of future return
assumptions. For purposes of making this reasonableness assessment,
management has set limitations as to maximum and minimum future rate of
return assumptions, as well as a limitation on the duration of use of
these maximum or minimum rates of return. Currently, the average gross
long-term annual return estimate is 9.0% (6.8% net of product weighted
average Separate Account fees), and the gross maximum and minimum annual
rate of return limitations are 15.0% (12.8% net of product weighted
average Separate Account fees) and 0% (-2.2% net of product weighted
average Separate Account fees), respectively. The maximum duration over
which these rate limitations may be applied is 5 years. This approach
will continue to be applied in future periods. If actual market returns
continue at levels that would result in assuming future market returns
of 15% for more than 5 years in order to reach the average gross
long-term return estimate, the application of the 5 year maximum
duration limitation would result in an acceleration of DAC amortization.
Conversely, actual market returns resulting in assumed future market
returns of 0% for more than 5 years would result in a required
deceleration of DAC amortization. As of December 31, 2006, current
projections of future average gross market returns assume a 0.5% return
for 2007, which is within the maximum and minimum limitations, and
assume a reversion to the mean of 9% after 7 quarters.
In addition, projections of future mortality assumptions related to
variable and interest-sensitive life products are based on a long-term
average of actual experience. This assumption is updated quarterly to
reflect recent experience as it emerges. Improvement of life mortality
in future periods from that currently projected would result in future
deceleration of DAC amortization. Conversely, deterioration of life
mortality in future periods from that currently projected would result
in future acceleration of DAC amortization. Generally, life mortality
experience has been improving in recent years.
Other significant assumptions underlying gross profit estimates relate
to contract persistency and general account investment spread.
For participating traditional life policies (substantially all of which
are in the Closed Block), DAC is amortized over the expected total life
of the contract group as a constant percentage based on the present
value of the estimated gross margin amounts expected to be realized over
the life of the contracts using the expected investment yield. At
December 31, 2006, the average rate of assumed investment yields,
excluding policy loans, was 6.0% grading to 6.5% over 10 years.
Estimated gross margin includes anticipated premiums and investment
results less claims and administrative expenses, changes in the net
level premium reserve and expected annual policyholder dividends. The
effect on the amortization of DAC of revisions to estimated gross
margins is reflected in earnings in the period such estimated gross
margins are revised. The effect on the DAC asset that would result from
realization of unrealized gains (losses) is recognized with an offset to
accumulated comprehensive income in consolidated shareholder's equity as
of the balance sheet date.
For non-participating traditional life policies, DAC is amortized in
proportion to anticipated premiums. Assumptions as to anticipated
premiums are estimated at the date of policy issue and are consistently
applied during the life of the contracts. Deviations from estimated
experience are reflected in earnings in the period such deviations
occur. For these contracts, the amortization periods generally are for
the total life of the policy.
Contractholder Bonus Interest Credits
-------------------------------------
Contractholder bonus interest credits are offered on certain deferred
annuity products in the form of either immediate bonus interest credited
or enhanced interest crediting rates. The interest crediting expense
F-18
associated with these contractholder bonus interest credits is deferred
and amortized over the lives of the underlying contracts in a manner
consistent with the amortization of DAC. Unamortized balances are
included in Other assets.
Policyholders' Account Balances and Future Policy Benefits
----------------------------------------------------------
Policyholders' account balances for universal life and investment-type
contracts are equal to the policy account values. The policy account
values represent an accumulation of gross premium payments plus credited
interest less expense and mortality charges and withdrawals.
AXA Equitable issues certain variable annuity products with a GMDB
feature, guaranteed minimum accumulation benefits ("GMAB") and
guaranteed minimum withdrawal benefits for life ("WBL"). AXA Equitable
also issues certain variable annuity products that contain a GMIB
feature which, if elected by the policyholder after a stipulated waiting
period from contract issuance, guarantees a minimum lifetime annuity
based on predetermined annuity purchase rates that may be in excess of
what the contract account value can purchase at then-current annuity
purchase rates. This minimum lifetime annuity is based on predetermined
annuity purchase rates applied to a guaranteed minimum income benefit
base. Reserves for GMDB and GMIB obligations are calculated on the basis
of actuarial assumptions related to projected benefits and related
contract charges generally over the lives of the contracts using
assumptions consistent with those used in estimating gross profits for
purposes of amortizing DAC. The determination of this estimated
liability is based on models which involve numerous estimates and
subjective judgments, including those regarding expected market rates of
return and volatility, contract surrender rates, mortality experience,
and, for GMIB, GMIB election rates. Assumptions regarding Separate
Account performance used for purposes of this calculation are set using
a long-term view of expected average market returns by applying a
reversion to the mean approach, consistent with that used for DAC
amortization. There can be no assurance that ultimate actual experience
will not differ from management's estimates.
For reinsurance contracts other than those covering GMIB exposure,
reinsurance recoverable balances are calculated using methodologies and
assumptions that are consistent with those used to calculate the direct
liabilities.
For participating traditional life policies, future policy benefit
liabilities are calculated using a net level premium method on the basis
of actuarial assumptions equal to guaranteed mortality and dividend fund
interest rates. The liability for annual dividends represents the
accrual of annual dividends earned. Terminal dividends are accrued in
proportion to gross margins over the life of the contract.
For non-participating traditional life insurance policies, future policy
benefit liabilities are estimated using a net level premium method on
the basis of actuarial assumptions as to mortality, persistency and
interest established at policy issue. Assumptions established at policy
issue as to mortality and persistency are based on the Insurance Group's
experience that, together with interest and expense assumptions,
includes a margin for adverse deviation. When the liabilities for future
policy benefits plus the present value of expected future gross premiums
for a product are insufficient to provide for expected future policy
benefits and expenses for that product, DAC is written off and
thereafter, if required, a premium deficiency reserve is established by
a charge to earnings. Benefit liabilities for traditional annuities
during the accumulation period are equal to accumulated contractholders'
fund balances and, after annuitization, are equal to the present value
of expected future payments. Interest rates used in establishing such
liabilities range from 2.0% to 10.9% for life insurance liabilities and
from 2.25% to 8.7% for annuity liabilities.
Individual health benefit liabilities for active lives are estimated
using the net level premium method and assumptions as to future
morbidity, withdrawals and interest. Benefit liabilities for disabled
lives are estimated using the present value of benefits method and
experience assumptions as to claim terminations, expenses and interest.
While management believes its disability income ("DI") reserves have
been calculated on a reasonable basis and are adequate, there can be no
assurance reserves will be sufficient to provide for future liabilities.
F-19
Policyholders' Dividends
------------------------
The amount of policyholders' dividends to be paid (including dividends
on policies included in the Closed Block) is determined annually by AXA
Equitable's board of directors. The aggregate amount of policyholders'
dividends is related to actual interest, mortality, morbidity and
expense experience for the year and judgment as to the appropriate level
of statutory surplus to be retained by AXA Equitable.
At December 31, 2006, participating policies, including those in the
Closed Block, represent approximately 4.4% ($9.1 billion) of directly
written life insurance in-force, net of amounts ceded.
Separate Accounts
-----------------
Generally, Separate Accounts established under New York State Insurance
Law are not chargeable with liabilities that arise from any other
business of the Insurance Group. Separate Accounts assets are subject to
General Account claims only to the extent Separate Accounts assets
exceed Separate Accounts liabilities. Assets and liabilities of the
Separate Accounts represent the net deposits and accumulated net
investment earnings less fees, held primarily for the benefit of
contractholders, and for which the Insurance Group does not bear the
investment risk. Separate Accounts' assets and liabilities are shown on
separate lines in the consolidated balance sheets. Assets held in the
Separate Accounts are carried at quoted market values or, where quoted
values are not readily available, at estimated fair values as determined
by the Insurance Group. The assets and liabilities of three Separate
Accounts are presented and accounted for as General Account assets and
liabilities due to the fact that not all of the investment performance
in those Separate Accounts is passed through to policyholders. Two of
those Separate Accounts were reclassified to the General Account in
connection with the adoption of SOP 03-1 as of January 1, 2004.
The investment results of Separate Accounts on which the Insurance Group
does not bear the investment risk are reflected directly in Separate
Accounts liabilities and are not reported in revenues in the
consolidated statements of earnings. For 2006, 2005 and 2004, investment
results of such Separate Accounts were gains of $5,689.1 million,
$3,409.5 million and $2,191.4 million, respectively.
Deposits to Separate Accounts are reported as increases in Separate
Accounts liabilities and are not reported in revenues. Mortality, policy
administration and surrender charges on all policies including those
funded by Separate Accounts are included in revenues.
Recognition of Investment Management Revenues and Related Expenses
------------------------------------------------------------------
Commissions, fees and other income principally include Investment
Management advisory and service fees. Investment Management advisory and
service base fees, generally calculated as a percentage, referred to as
basis points ("BPs"), of assets under management, are recorded as
revenue as the related services are performed; they include brokerage
transactions charges received by SCB LLC, for certain retail, private
client and institutional investment client transactions. Certain
investment advisory contracts provide for a performance-based fee, in
addition to or in lieu of a base fee, that is calculated as either a
percentage of absolute investment results or a percentage of the related
investment results in excess of a stated benchmark over a specified
period of time. Performance-based fees are recorded as revenue at the
end of each measurement period. Institutional research services revenue
consists of brokerage transaction charges received by SCB LLC and SCBL,
for in-depth research and other services provided to institutional
investors. Brokerage transaction charges earned and related expenses are
recorded on a trade date basis. Distribution revenues and shareholder
servicing fees are accrued as earned.
Commissions paid to financial intermediaries in connection with the sale
of shares of open-end AllianceBernstein mutual funds sold without a
front-end sales charge are capitalized as deferred sales commissions and
amortized over periods not exceeding five and one-half years, the
periods of time during which the deferred sales commissions are
generally recovered from distribution services fees received from those
funds and from contingent deferred sales commissions ("CDSC") received
from shareholders of those funds upon the redemption of their shares.
CDSC cash recoveries are recorded as reductions of unamortized deferred
sales commissions when received.
AllianceBernstein's management tests the deferred sales commission asset
for recoverability quarterly. AllianceBernstein's management determines
recoverability by estimating undiscounted future cash flows to be
realized from this asset, as compared to its recorded amount, as well as
the estimated remaining life of the deferred sales commission asset over
which undiscounted future cash flows are expected to be received.
F-20
Undiscounted future cash flows consist of ongoing distribution services
fees and CDSC. Distribution services fees are calculated as a percentage
of average assets under management related to back-end load shares. CDSC
is based on the lower of cost or current value, at the time of
redemption, of back-end load shares redeemed and the point at which
redeemed during the applicable minimum holding period under the mutual
fund distribution system.
Significant assumptions utilized to estimate future average assets under
management and undiscounted future cash flows from back-end load shares
include expected future market levels and redemption rates. Market
assumptions are selected using a long-term view of expected average
market returns based on historical returns of broad market indices.
Future redemption rate assumptions are determined by reference to actual
redemption experience over the one-year, three-year and five-year
periods ended December 31, 2006. These assumptions are updated
periodically. Estimates of undiscounted future cash flows and the
remaining life of the deferred sales commission asset are made from
these assumptions and the aggregate undiscounted cash flows are compared
to the recorded value of the deferred sales commission asset. If
AllianceBernstein's management determines in the future that the
deferred sales commission asset is not recoverable, an impairment
condition would exist and a loss would be measured as the amount by
which the recorded amount of the asset exceeds its estimated fair value.
Estimated fair value is determined using AllianceBernstein's
management's best estimate of future cash flows discounted to a present
value amount.
Goodwill and Other Intangible Assets
------------------------------------
Goodwill represents the excess of the purchase price over the fair value
of identifiable assets of acquired companies, and relates principally to
the Bernstein Acquisition and purchases of AllianceBernstein units.
Goodwill is tested annually for impairment.
Intangible assets related to the Bernstein Acquisition and purchases of
AllianceBernstein units include costs assigned to contracts of
businesses acquired. These costs continue to be amortized on a
straight-line basis over estimated useful lives of twenty years.
Other Accounting Policies
-------------------------
Capitalized internal-use software is amortized on a straight-line basis
over the estimated useful life of the software.
AXA Financial and certain of its consolidated subsidiaries, including
the Company, file a consolidated Federal income tax return. Current
Federal income taxes are charged or credited to operations based upon
amounts estimated to be payable or recoverable as a result of taxable
operations for the current year. Deferred income tax assets and
liabilities are recognized based on the difference between financial
statement carrying amounts and income tax bases of assets and
liabilities using enacted income tax rates and laws.
Discontinued operations include real estate held-for-sale.
Real estate investments meeting the following criteria are classified as
real estate held-for-sale:
o Management having the authority to approve the action commits the
organization to a plan to sell the property.
o The property is available for immediate sale in its present
condition subject only to terms that are usual and customary
for the sale of such assets.
o An active program to locate a buyer and other actions required
to complete the plan to sell the asset have been initiated and
are continuing.
o The sale of the asset is probable and transfer of the asset is
expected to qualify for recognition as a completed sale within
one year.
o The asset is being actively marketed for sale at a price that
is reasonable in relation to its current fair value.
o Actions required to complete the plan indicate that it is
unlikely that significant changes to the plan will be made or
that the plan will be withdrawn.
Real estate held-for-sale is stated at depreciated cost less valuation
allowances. Valuation allowances on real estate held-for-sale are
computed using the lower of depreciated cost or current estimated fair
value, net of disposition costs. Depreciation is discontinued on real
estate held-for-sale.
F-21
Real estate held-for-sale is included in the Other assets line in the
consolidated balance sheets. The results of operations for real estate
held-for-sale in each of the three years ended December 31, 2006 were
not significant.
3) INVESTMENTS
Fixed Maturities and Equity Securities
--------------------------------------
The following tables provide additional information relating to fixed
maturities and equity securities:
[Enlarge/Download Table]
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
--------------- -------------- --------------- --------------
(IN MILLIONS)
DECEMBER 31, 2006
-----------------
Fixed Maturities:
Available for Sale:
Corporate..................... $ 23,023.3 $ 690.4 $ 264.5 $ 23,449.2
Mortgage-backed............... 1,931.1 2.7 38.3 1,895.5
U.S. Treasury, government
and agency securities....... 1,284.3 29.9 10.4 1,303.8
States and political
subdivisions................ 170.2 17.3 .9 186.6
Foreign governments........... 219.2 38.1 .3 257.0
Redeemable preferred stock.... 1,879.8 78.8 19.6 1,939.0
--------------- -------------- --------------- --------------
Total Available for Sale.... $ 28,507.9 $ 857.2 $ 334.0 $ 29,031.1
=============== ============== =============== ==============
Equity Securities:
Available for sale.............. $ 95.7 $ 2.2 $ .9 $ 97.0
Trading securities.............. 408.0 35.4 9.9 433.5
--------------- -------------- --------------- --------------
Total Equity Securities........... $ 503.7 $ 37.6 $ 10.8 $ 530.5
=============== ============== =============== ==============
December 31, 2005
-----------------
Fixed Maturities:
Available for Sale:
Corporate..................... $ 23,222.8 $ 977.4 $ 190.7 $ 24,009.5
Mortgage-backed............... 2,386.3 8.3 39.3 2,355.3
U.S. Treasury, government
and agency securities....... 1,448.7 37.5 7.6 1,478.6
States and political
subdivisions................ 193.4 19.1 .3 212.2
Foreign governments........... 238.2 40.9 .1 279.0
Redeemable preferred stock.... 1,605.5 104.9 10.2 1,700.2
--------------- -------------- --------------- --------------
Total Available for Sale.... $ 29,094.9 $ 1,188.1 $ 248.2 $ 30,034.8
=============== ============== =============== ==============
Equity Securities:
Available for sale.............. $ 45.7 $ 2.1 $ .4 $ 47.4
Trading securities.............. 262.5 24.5 3.2 283.8
--------------- -------------- --------------- --------------
Total Equity Securities........... $ 308.2 $ 26.6 $ 3.6 $ 331.2
=============== ============== =============== ==============
At December 31, 2006 and 2005 respectively, the Company had trading
fixed maturities with a amortized cost of $30.5 million and $30.5
million and carrying value of $31.6 million and $30.5 million. Gross
unrealized gains on trading fixed maturities were $.5 million and zero
for 2006 and 2005 respectively.
For publicly traded fixed maturities and equity securities, estimated
fair value is determined using quoted market prices. For fixed
maturities without a readily ascertainable market value, the Company
determines estimated fair values using a discounted cash flow approach,
including provisions for credit risk, generally based on the assumption
such securities will be held to maturity. Such estimated fair values do
not
F-22
necessarily represent the values for which these securities could have
been sold at the dates of the consolidated balance sheets. At December
31, 2006 and 2005, securities without a readily ascertainable market
value having an amortized cost of $4,417.0 million and $4,307.8 million,
respectively, had estimated fair values of $4,518.5 million and $4,492.4
million, respectively.
The contractual maturity of bonds at December 31, 2006 is shown below:
[Enlarge/Download Table]
AVAILABLE FOR SALE
-------------------------------------
AMORTIZED ESTIMATED
COST FAIR VALUE
----------------- -----------------
(IN MILLIONS)
Due in one year or less.............................................. $ 988.0 $ 994.9
Due in years two through five........................................ 5,654.5 5,838.3
Due in years six through ten......................................... 10,604.3 10,653.5
Due after ten years.................................................. 7,450.2 7,709.9
----------------- -----------------
Subtotal......................................................... 24,697.0 25,196.6
Mortgage-backed securities........................................... 1,931.1 1,895.5
----------------- -----------------
Total................................................................ $ 26,628.1 $ 27,092.1
================= =================
Bonds not due at a single maturity date have been included in the above
table in the year of final maturity. Actual maturities may differ from
contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
The Company's management, with the assistance of its investment
advisors, monitors the investment performance of its portfolio. This
review process includes a quarterly review of certain assets by the
Insurance Group's Investments Under Surveillance Committee that
evaluates whether any investments are other than temporarily impaired.
Based on the analysis, a determination is made as to the ability of the
issuer to service its debt obligations on an ongoing basis. If this
ability is deemed to be other than temporarily impaired, then the
appropriate provisions are taken.
The following table discloses fixed maturities (1,769 issues) that have
been in a continuous unrealized loss position for less than a twelve
month period and greater than a twelve month period as of December 31,
2006:
[Enlarge/Download Table]
LESS THAN 12 MONTHS 12 MONTHS OR LONGER TOTAL
------------------------------- ---------------------------- ----------------------------
GROSS GROSS GROSS
ESTIMATED UNREALIZED ESTIMATED UNREALIZED ESTIMATED UNREALIZED
FAIR VALUE LOSSES FAIR VALUE LOSSES FAIR VALUE LOSSES
-------------- -------------- ------------- ------------- ------------- -------------
(IN MILLIONS)
Fixed Maturities:
Corporate............. $ 3,081.0 $ 36.9 $ 5,999.7 $ 227.6 $ 9,080.7 $ 264.5
Mortgage-backed....... 189.2 1.3 1,529.0 37.0 1,718.2 38.3
U.S. Treasury,
government and
agency securities... 98.7 .2 447.0 10.2 545.7 10.4
States and political
subdivisions........ - - 25.9 .9 25.9 .9
Foreign governments... 6.6 .1 9.5 .2 16.0 .3
Redeemable
preferred stock..... 174.0 2.4 495.9 17.2 669.9 19.6
-------------- -------------- ------------- ------------- ------------- -------------
Total Temporarily
Impaired Securities .. $ 3,549.5 $ 40.9 $ 8,507.0 $ 293.1 $ 12,056.4 $ 334.0
============== ============== ============= ============= ============= =============
The Insurance Group's fixed maturity investment portfolio includes
corporate high yield securities consisting primarily of public high
yield bonds. These corporate high yield securities are classified as
other than investment grade by the various rating agencies, i.e., a
rating below Baa3/BBB- or NAIC designation of 3 (medium grade), 4 or 5
(below investment grade) or 6 (in or near default). At December 31,
2006,
F-23
approximately $656.0 million or 2.3% of the $28,507.9 million aggregate
amortized cost of fixed maturities held by the Company was considered to
be other than investment grade.
At December 31, 2006, the carrying value of fixed maturities which are
non-income producing for the twelve months preceding the consolidated
balance sheet date was $3.1 million.
Mortgage Loans
--------------
The payment terms of mortgage loans on real estate may from time to time
be restructured or modified. The investment in restructured mortgage
loans on real estate, based on amortized cost, amounted to $65.0 and
$65.3 million at December 31, 2006 and 2005, respectively. Gross
interest income on these loans included in net investment income
aggregated $4.1 million, $5.0 million and $6.9 million in 2006, 2005 and
2004, respectively. Gross interest income on restructured mortgage loans
on real estate that would have been recorded in accordance with the
original terms of such loans amounted to $4.8 million, $6.0 million and
$8.5 million in 2006, 2005 and 2004, respectively.
Impaired mortgage loans along with the related investment valuation
allowances for losses follow:
[Enlarge/Download Table]
DECEMBER 31,
----------------------------------------
2006 2005
------------------ -------------------
(IN MILLIONS)
Impaired mortgage loans with investment valuation allowances....... $ 76.8 $ 78.3
Impaired mortgage loans without investment valuation allowances.... .1 4.5
------------------ -------------------
Recorded investment in impaired mortgage loans..................... 76.9 82.8
Investment valuation allowances.................................... (11.3) (11.8)
------------------ -------------------
Net Impaired Mortgage Loans........................................ $ 65.6 $ 71.0
================== ===================
During 2006, 2005 and 2004, respectively, the Company's average recorded
investment in impaired mortgage loans was $78.8 million, $91.2 million
and $148.3 million. Interest income recognized on these impaired
mortgage loans totaled $4.5 million, $8.9 million and $11.0 million for
2006, 2005 and 2004, respectively.
Mortgage loans on real estate are placed on nonaccrual status once
management believes the collection of accrued interest is doubtful. Once
mortgage loans on real estate are classified as nonaccrual loans,
interest income is recognized under the cash basis of accounting and the
resumption of the interest accrual would commence only after all past
due interest has been collected or the mortgage loan on real estate has
been restructured to where the collection of interest is considered
likely. At December 31, 2006 and 2005, respectively, the carrying value
of mortgage loans on real estate that had been classified as nonaccrual
loans was $65.5 million and $71.1 million.
Equity Real Estate
------------------
The Insurance Group's investment in equity real estate is through direct
ownership and through investments in real estate joint ventures. At
December 31, 2006 and 2005, the Company owned $204.8 million and $217.8
million, respectively, of real estate acquired in satisfaction of debt.
During 2006, 2005 and 2004, no real estate was acquired in satisfaction
of debt.
Accumulated depreciation on real estate was $232.1 million and $214.1
million at December 31, 2006 and 2005, respectively. Depreciation
expense on real estate totaled $21.6 million, $22.6 million and $20.8
million for 2006, 2005 and 2004, respectively.
F-24
Investment valuation allowances for mortgage loans and equity real
estate and changes thereto follow:
[Enlarge/Download Table]
2006 2005 2004
--------------- --------------- --------------
(IN MILLIONS)
Balances, beginning of year........................ $ 11.8 $ 11.3 $ 20.5
Additions charged to income........................ 10.1 3.6 3.9
Deductions for writedowns and
asset dispositions............................... (.9) (3.1) (13.1)
--------------- --------------- --------------
Balances, End of Year.............................. $ 21.0 $ 11.8 $ 11.3
=============== =============== ==============
Balances, end of year comprise:
Mortgage loans on real estate.................... $ 11.3 $ 11.8 $ 11.3
Equity real estate............................... 9.7 - -
--------------- --------------- --------------
Total.............................................. $ 21.0 $ 11.8 $ 11.3
=============== =============== ==============
Equity Method Investments
-------------------------
Included in other equity investments, are interests in limited
partnership interests and investment companies accounted for under the
equity method with a total carrying value of $1,272.2 million and
$1,028.6 million, respectively, at December 31, 2006 and 2005. Included
in equity real estate are interests in real estate joint ventures
accounted for under the equity method with a total carrying value of
$70.9 million and $119.6 million, respectively, at December 31, 2006 and
2005. The Company's total equity in net earnings (losses) for these real
estate joint ventures and limited partnership interests was $169.6
million, $157.2 million and $66.2 million, respectively, for 2006, 2005
and 2004.
Summarized below is the combined financial information only for those
real estate joint ventures and for those limited partnership interests
accounted for under the equity method in which the Company has an
investment of $10.0 million or greater and an equity interest of 10% or
greater (6 and 8 individual ventures at December 31, 2006 and 2005,
respectively) and the Company's carrying value and equity in net
earnings for those real estate joint ventures and limited partnership
interests:
[Enlarge/Download Table]
DECEMBER 31,
-------------------------------------
2006 2005
----------------- -----------------
(IN MILLIONS)
BALANCE SHEETS
Investments in real estate, at depreciated cost........................ $ 421.7 $ 527.4
Investments in securities, generally at estimated fair value........... 94.6 118.4
Cash and cash equivalents.............................................. 9.7 27.5
Other assets........................................................... 22.3 18.6
----------------- -----------------
Total Assets........................................................... $ 548.3 $ 691.9
================= =================
Borrowed funds - third party........................................... $ 278.1 $ 282.7
Other liabilities...................................................... 6.8 12.4
----------------- -----------------
Total liabilities...................................................... 284.9 295.1
----------------- -----------------
Partners' capital...................................................... 263.4 396.8
----------------- -----------------
Total Liabilities and Partners' Capital................................ $ 548.3 $ 691.9
================= =================
The Company's Carrying Value in These Entities Included Above.......... $ 78.7 $ 135.6
================= =================
F-25
[Enlarge/Download Table]
2006 2005 2004
--------------- --------------- --------------
(IN MILLIONS)
STATEMENTS OF EARNINGS
Revenues of real estate joint ventures............. $ 88.5 $ 98.2 $ 95.2
Net revenues of other limited
partnership interests............................ (1.3) 6.3 19.8
Interest expense - third party..................... (18.5) (18.2) (16.9)
Other expenses..................................... (53.7) (62.2) (64.0)
--------------- --------------- --------------
Net Earnings....................................... $ 15.0 $ 24.1 $ 34.1
=============== =============== ==============
The Company's Equity in Net Earnings of These
Entities Included Above.......................... $ 14.4 $ 11.6 $ 11.0
=============== =============== ==============
Derivatives
-----------
At December 31, 2006, the Company had open exchange-traded futures
positions on the S&P 500, Russell 1000, NASDAQ 100 and European,
Australasia, Far East ("EAFE") indices, having initial margin
requirements of $140.7 million. Contracts are net settled daily. At
December 31, 2006, the Company had open exchange-traded futures
positions on the 10-year U.S. Treasury Note, having initial margin
requirements of $4.2 million.
The outstanding notional amounts of derivative financial instruments
purchased and sold at December 31, 2006 and 2005 were:
[Enlarge/Download Table]
DECEMBER 31,
-------------------------------------
2006 2005
----------------- -----------------
(IN MILLIONS)
Notional Amount by Derivative Type:
Options:
Floors......................................................... $ 32,000 $ 24,000
Exchange traded U.S. Treasuries and equity index futures....... 3,536 2,208
----------------- -----------------
Total.............................................................. $ 35,536 $ 26,208
================= =================
At December 31, 2006 and 2005 and during the years then ended, there
were no financial instruments that contained implicit or explicit terms
that met the definitions of an embedded derivative component that needed
to be separated from the host contract and accounted for as a derivative
under the provisions of SFAS No. 133.
4) GOODWILL AND OTHER INTANGIBLE ASSETS
The carrying value of goodwill related to the AllianceBernstein totaled
$3.4 billion at December 31, 2006 and 2005.
The gross carrying amount of AllianceBernstein related intangible assets
were $563.7 million and $564.1 million at December 31, 2006 and 2005,
respectively and the accumulated amortization of these intangible assets
were $232.1 million and $208.5 million at December 31, 2006 and 2005,
respectively. Amortization expense related to the AllianceBernstein
intangible assets totaled $23.6 million, $23.5 million and $22.9 million
for 2006, 2005 and 2004, respectively.
At December 31, 2006 and 2005, respectively, net deferred sales
commissions totaled $194.9 million and $196.6 million and are included
within the Investment Management segment's Other assets. The estimated
amortization expense of deferred sales commissions based on the December
31, 2006 net balance for each of the next five years is $77.8 million,
$54.1 million, $39.3 million, $18.3 million and $4.9 million.
F-26
5) FAIR VALUE OF OTHER FINANCIAL INSTRUMENTS
The carrying value and estimated fair value for financial instruments
not otherwise disclosed in Notes 3, 6, 10 and 16 of Notes to
Consolidated Financial Statements are presented below:
[Enlarge/Download Table]
DECEMBER 31,
--------------------------------------------------------------------
2006 2005
-------------------------------- ---------------------------------
CARRYING ESTIMATED Carrying Estimated
VALUE FAIR VALUE Value Fair Value
--------------- --------------- --------------- ----------------
(IN MILLIONS)
Consolidated:
------------
Mortgage loans on real estate.......... $ 3,240.7 $ 3,285.7 $ 3,233.9 $ 3,329.0
Other limited partnership interests.... 1,262.6 1,262.6 1,015.2 1,015.2
Policy loans........................... 3,898.1 4,252.9 3,824.2 4,245.6
Policyholders liabilities:
Investment contracts................. 17,092.5 17,106.0 18,021.0 18,289.1
Long-term debt......................... 199.8 229.7 207.4 240.2
Closed Block:
------------
Mortgage loans on real estate.......... $ 809.4 $ 827.8 $ 930.3 $ 957.7
Other equity investments............... 2.2 2.2 3.3 3.3
Policy loans........................... 1,233.1 1,372.8 1,284.4 1,454.1
SCNILC liability....................... 10.4 10.3 11.4 11.6
Wind-up Annuities:
-----------------
Mortgage loans on real estate.......... $ 2.9 $ 3.0 $ 6.7 $ 7.1
Other equity investments............... 2.3 2.3 3.1 3.1
Guaranteed interest contracts.......... 5.8 6.0 6.5 6.4
Long-term debt......................... 101.7 101.7 101.7 101.7
F-27
6) CLOSED BLOCK
Summarized financial information for the Closed Block follows:
[Enlarge/Download Table]
DECEMBER 31, December 31,
2006 2005
---------------- -----------------
(IN MILLIONS)
CLOSED BLOCK LIABILITIES:
Future policy benefits, policyholders' account balances and other.... $ 8,759.5 $ 8,866.1
Policyholder dividend obligation..................................... 3.2 73.7
Other liabilities.................................................... 29.1 28.6
---------------- -----------------
Total Closed Block liabilities....................................... 8,791.8 8,968.4
---------------- -----------------
ASSETS DESIGNATED TO THE CLOSED BLOCK:
Fixed maturities, available for sale, at estimated fair value
(amortized cost of $5,967.6 and $5,761.5).......................... 6,019.4 5,908.7
Mortgage loans on real estate........................................ 809.4 930.3
Policy loans......................................................... 1,233.1 1,284.4
Cash and other invested assets....................................... 6.8 56.2
Other assets......................................................... 286.2 304.4
---------------- -----------------
Total assets designated to the Closed Block.......................... 8,354.9 8,484.0
---------------- -----------------
Excess of Closed Block liabilities over assets designated to
the Closed Block.................................................. 436.9 484.4
Amounts included in accumulated other comprehensive income:
Net unrealized investment gains, net of deferred income tax
expense of $17.0 and $25.7 and policyholder dividend
obligations of $3.2 and $73.7................................... 31.6 47.8
---------------- -----------------
Maximum Future Earnings To Be Recognized From Closed Block
Assets and Liabilities............................................ $ 468.5 $ 532.2
================ =================
Closed Block revenues and expenses as follow:
[Enlarge/Download Table]
2006 2005 2004
------------ ------------ -----------
(IN MILLIONS)
REVENUES:
Premiums and other income............................ $ 428.1 $ 449.3 $ 471.0
Investment income (net of investment
expenses of $0.1, $0, and $0.3)................... 520.2 525.9 554.8
Investment gains, net................................ 1.7 1.2 18.6
------------ ------------ -----------
Total revenues....................................... 950.0 976.4 1,044.4
------------ ------------ -----------
BENEFITS AND OTHER DEDUCTIONS:
Policyholders' benefits and dividends................ 852.2 842.5 883.8
Other operating costs and expenses................... 3.0 3.4 3.5
------------ ------------ -----------
Total benefits and other deductions.................. 855.2 845.9 887.3
------------ ------------ -----------
Net revenues before income taxes..................... 94.8 130.5 157.1
Income tax expense................................... (31.1) (45.6) (56.4)
------------ ------------ -----------
Net Revenues......................................... $ 63.7 $ 84.9 $ 100.7
============ ============ ===========
F-28
Reconciliation of the policyholder dividend obligation follows:
[Enlarge/Download Table]
DECEMBER 31,
------------------------------
2006 2005
--------------- ------------
(IN MILLIONS)
Balance at beginning of year........................................ $ 73.7 $ 264.3
Unrealized investment losses........................................ (70.5) (190.6)
--------------- -----------
Balance at End of Year ............................................. $ 3.2 $ 73.7
=============== ===========
Impaired mortgage loans along with the related investment valuation
allowances follow:
[Enlarge/Download Table]
DECEMBER 31,
-----------------------------
2006 2005
-------------- ------------
(IN MILLIONS)
Impaired mortgage loans with investment valuation allowances........ $ 17.8 $ 59.1
Impaired mortgage loans without investment valuation allowances..... .1 4.0
--------------- -----------
Recorded investment in impaired mortgage loans...................... 17.9 63.1
Investment valuation allowances..................................... (7.3) (7.1)
--------------- -----------
Net Impaired Mortgage Loans......................................... $ 10.6 $ 56.0
=============== ===========
During 2006, 2005 and 2004, the Closed Block's average recorded
investment in impaired mortgage loans was $59.9 million, $61.0 million
and $62.6 million, respectively. Interest income recognized on these
impaired mortgage loans totaled $3.3 million, $4.1 million and $4.7
million for 2006, 2005 and 2004, respectively.
Valuation allowances amounted to $7.3 million and $7.1 million on
mortgage loans on real estate at December 31, 2006 and 2005,
respectively. Writedowns of fixed maturities amounted to $1.4 million,
$7.7 million and $10.8 million for 2006, 2005 and 2004, respectively.
7) CONTRACTHOLDER BONUS INTEREST CREDITS
Changes in the deferred asset for contractholder bonus interest credits
are as follows:
[Enlarge/Download Table]
DECEMBER 31,
------------------------------
2006 2005
--------------- -----------
(IN MILLIONS)
Balance, beginning of year.......................................... $ 555.0 $ 461.0
Contractholder bonus interest credits deferred ..................... 155.4 142.4
Amortization charged to income ..................................... (59.7) (48.4)
--------------- ------------
Balance, End of Year ............................................... $ 650.7 $ 555.0
=============== ============
F-29
8) GMDB, GMIB AND NO LAPSE GUARANTEE FEATURES
A) Variable Annuity Contracts - GMDB and GMIB
------------------------------------------
The Company has certain variable annuity contracts with GMDB and GMIB
features in-force that guarantee one of the following:
o Return of Premium: the benefit is the greater of current account
value or premiums paid (adjusted for withdrawals);
o Ratchet: the benefit is the greatest of current account value,
premiums paid (adjusted for withdrawals), or the highest account
value on any anniversary up to contractually specified ages
(adjusted for withdrawals);
o Roll-Up: the benefit is the greater of current account value or
premiums paid (adjusted for withdrawals) accumulated at
contractually specified interest rates up to specified ages; or
o Combo: the benefit is the greater of the ratchet benefit or the
roll-up benefit.
The following table summarizes the GMDB and GMIB liabilities, before
reinsurance ceded, reflected in the General Account in future policy
benefits and other policyholders liabilities:
[Enlarge/Download Table]
GMDB GMIB TOTAL
-------------- ----------- ------------
(IN MILLIONS)
Balance at January 1, 2004......................... $ 69.3 $ 85.6 $ 154.9
Paid guarantee benefits.......................... (46.8) - (46.8)
Other changes in reserve......................... 45.1 32.0 77.1
--------------- ------------ ------------
Balance at December 31, 2004....................... 67.6 117.6 185.2
Paid guarantee benefits.......................... (39.6) (2.2) (41.8)
Other changes in reserve......................... 87.2 58.2 145.4
--------------- ------------ ------------
Balance at December 31, 2005....................... 115.2 173.6 288.8
Paid guarantee benefits.......................... (31.6) (3.3) (34.9)
Other changes in reserve......................... 80.1 58.0 138.1
--------------- ------------ ------------
Balance at December 31, 2006....................... $ 163.7 $ 228.3 $ 392.0
=============== ============ ============
Related GMDB reinsurance ceded amounts were:
[Download Table]
GMDB
-----------------
Balance at January 1, 2004......................... $ 17.2
Paid guarantee benefits.......................... (12.9)
Other changes in reserve......................... 6.0
-----------------
Balance at December 31, 2004....................... 10.3
Paid guarantee benefits.......................... (12.1)
Other changes in reserve......................... 24.5
-----------------
Balance at December 31, 2005....................... 22.7
Paid guarantee benefits.......................... (9.1)
Other changes in reserve......................... 10.0
-----------------
Balance at December 31, 2006....................... $ 23.6
=================
The December 31, 2006 values for those variable annuity contracts
in-force on such date with GMDB and GMIB features are presented in the
following table. For contracts with the GMDB feature, the net amount at
risk in the event of death is the amount by which the GMDB benefits
exceed related account values. For contracts with the GMIB feature, the
net amount at risk in the event of annuitization is the amount by which
the present value of the GMIB benefits exceeds related account values,
taking into account the relationship exclusive:
F-30
between current annuity purchase rates and the GMIB guaranteed annuity
purchase rates. Since variable annuity contracts with GMDB guarantees
may also offer GMIB guarantees in the same contract, the GMDB and GMIB
amounts listed are not mutually
[Enlarge/Download Table]
RETURN
OF
PREMIUM RATCHET ROLL-UP COMBO TOTAL
-------------- ---------------- ------------- ------------- ---------------
(DOLLARS IN MILLIONS)
GMDB:
-----
Account values invested in:
General Account.................. $ 11,331 $ 408 $ 319 $ 646 $ 12,704
Separate Accounts................ $ 25,633 $ 7,856 $ 7,653 $ 23,165 $ 64,307
Net amount at risk, gross........... $ 302 $ 234 $ 1,447 $ 41 $ 2,024
Net amount at risk, net of
amounts reinsured................ $ 302 $ 164 $ 883 $ 41 $ 1,390
Average attained age of
contractholders.................. 49.5 61.0 64.3 61.2 52.6
Percentage of contractholders
over age 70....................... 7.5% 22.6% 33.6% 21.2% 11.8%
Range of contractually specified
interest rates................... N/A N/A 3%-6% 3%-6%
GMIB:
-----
Account values invested in:
General Account.................. N/A N/A $ 87 $ 882 $ 969
Separate Accounts................ N/A N/A $ 5,248 $ 31,736 $ 36,984
Net amount at risk, gross........... N/A N/A $ 277 $ - $ 277
Net amount at risk, net of
amounts reinsured................ N/A N/A $ 71 $ - $ 71
Weighted average years remaining
until earliest annuitization..... N/A N/A 2.4 8.4 7.4
Range of contractually specified
interest rates................... N/A N/A 3%-6% 3%-6%
B) Separate Account Investments by Investment Category Underlying GMDB
-------------------------------------------------------------------
and GMIB Features
-----------------
The total account values of variable annuity contracts with GMDB and
GMIB features include amounts allocated to the guaranteed interest
option which is part of the General Account and variable investment
options which invest through Separate Accounts in variable insurance
trusts. The following table presents the aggregate fair value of assets,
by major investment category, held by Separate Accounts that support
variable annuity contracts with GMDB and GMIB benefits and guarantees.
The investment performance of the assets impacts the related account
values and, consequently, the net amount of risk associated with the
GMDB and GMIB benefits and guarantees. Since variable annuity contracts
with GMDB benefits and guarantees may also offer GMIB benefits and
guarantees in each contract, the GMDB and GMIB amounts listed are not
mutually exclusive:
F-31
INVESTMENT IN VARIABLE INSURANCE TRUST MUTUAL FUNDS
[Enlarge/Download Table]
DECEMBER 31, December 31,
2006 2005
------------- -------------
(IN MILLIONS)
GMDB:
Equity............................................................. $ 42,885 $ 35,857
Fixed income....................................................... 4,438 4,353
Balanced........................................................... 14,863 9,121
Other.............................................................. 2,121 1,813
-------------- -------------
Total.............................................................. $ 64,307 $ 51,144
============== =============
GMIB:
Equity............................................................. $ 22,828 $ 17,540
Fixed income....................................................... 2,727 2,608
Balanced........................................................... 10,439 5,849
Other.............................................................. 990 680
-------------- -------------
Total.............................................................. $ 36,984 $ 26,677
============== =============
C) Hedging Programs for GMDB and GMIB Features
-------------------------------------------
In 2003, the Company initiated a program intended to provide an economic
hedge against certain risks associated with the GMDB feature of the
Accumulator(R) series of variable annuity products sold beginning April
2002. In 2004, the program was expanded to provide an economic hedge
against certain risks associated with the GMIB feature of the
Accumulator(R) series of variable annuity products sold beginning 2004.
This program currently utilizes exchange-traded futures contracts that
are dynamically managed in an effort to reduce the economic impact of
unfavorable changes in GMDB and GMIB exposures attributable to movements
in the equity and fixed income markets. At December 31, 2006, the total
account value and net amount at risk of the hedged Accumulator(R) series
of variable annuity contracts were $41,597 million and $52 million,
respectively, with the GMDB feature and $24,409 million and zero
million, respectively, with the GMIB feature.
Although these programs are designed to provide economic protection
against the impact adverse market conditions may have with respect to
GMDB and GMIB guarantees, they do not qualify for hedge accounting
treatment under SFAS No. 133. Therefore, SFAS No. 133 requires gains or
losses on the futures contracts used in these programs, including
current period changes in fair value, to be recognized in investment
income in the period in which they occur, and may contribute to earnings
volatility.
D) Variable and Interest-Sensitive Life Insurance Policies - No Lapse
------------------------------------------------------------------
Guarantee
---------
The no lapse guarantee feature contained in variable and
interest-sensitive life insurance policies keeps them in force in
situations where the policy value is not sufficient to cover monthly
charges then due. The no lapse guarantee remains in effect so long as
the policy meets a contractually specified premium funding test and
certain other requirements.
The following table summarizes the no lapse guarantee liabilities
reflected in the General Account in future policy benefits and other
policyholders liabilities, and related reinsurance ceded:
F-32
[Enlarge/Download Table]
DIRECT REINSURANCE
LIABILITY CEDED NET
------------ -------------- ------------
(IN MILLIONS)
Balance at January 1, 2004......................... $ 37.4 $ - $ 37.4
Impact of adoption of SOP 03-1................... (23.4) (1.7) (25.1)
Other changes in reserve......................... 6.5 (4.4) 2.1
------------ -------------- -------------
Balance at December 31, 2004....................... 20.5 (6.1) 14.4
Other changes in reserve......................... 14.3 (14.3) -
------------ -------------- -------------
Balance at December 31, 2005....................... 34.8 (20.4) 14.4
Other changes in reserve......................... 32.0 (27.5) 4.5
------------ -------------- -------------
Balance at December 31, 2006....................... $ 66.8 $ (47.9) $ 18.9
============ ============== =============
9) REINSURANCE AGREEMENTS
The Insurance Group assumes and cedes reinsurance with other insurance
companies. The Insurance Group evaluates the financial condition of its
reinsurers to minimize its exposure to significant losses from reinsurer
insolvencies. Ceded reinsurance does not relieve the originating insurer
of liability.
The Insurance Group reinsures most of its new variable life, universal
life and term life policies on an excess of retention basis. The
Insurance Group maintains a maximum retention on single life policies of
$25 million and on second-to-die policies of $30 million with the excess
100% reinsured. For certain segments of its business, the Insurance
Group ceded 40% of the business underwritten by AXA Equitable on a
guaranteed or simplified issue basis was ceded on a yearly renewable
term basis. The Insurance Group also reinsures the entire risk on
certain substandard underwriting risks and in certain other cases.
Likewise, certain risks that would otherwise be reinsured on a
proportional basis have been retained.
At December 31, 2006, the Company had reinsured in the aggregate
approximately 31.3% of its current exposure to the GMDB obligation on
annuity contracts in-force and, subject to certain maximum amounts or
caps in any one period, approximately 74% of its current liability
exposure resulting from the GMIB feature. See Note 8 of Notes to
Consolidated Financial Statements.
Based on management's estimates of future contract cash flows and
experience, the estimated fair values of the GMIB reinsurance contracts,
considered derivatives under SFAS No. 133, at December 31, 2006 and 2005
were $117.8 million and $132.6 million, respectively. The (decrease)
increase in estimated fair value was $(14.8) million, $42.6 million and
$61.0 million for 2006, 2005 and 2004, respectively.
At December 31, 2006 and 2005, respectively, reinsurance recoverables
related to insurance contracts amounted to $2.69 billion and $2.60
billion. Reinsurance payables related to insurance contracts totaling
$54.2 million and $39.7 million are included in other liabilities in the
consolidated balance sheets.
The Insurance Group cedes substantially all of its group life and health
business to a third party insurer. Insurance liabilities ceded totaled
$262.6 million and $288.4 million at December 31, 2006 and 2005,
respectively.
The Insurance Group also cedes a portion of its extended term insurance
and paid up life insurance and substantially all of its individual
disability income business through various coinsurance agreements.
In addition to the sale of insurance products, the Insurance Group acts
as a professional retrocessionaire by assuming life reinsurance from
professional reinsurers. The Insurance Group has also assumed accident,
health, aviation and space risks by participating in or reinsuring
various reinsurance pools and arrangements. Reinsurance assumed reserves
at December 31, 2006 and 2005 were $644.4 million and $624.6 million,
respectively.
F-33
The following table summarizes the effect of reinsurance (excluding
group life and health):
[Enlarge/Download Table]
2006 2005 2004
-------------- -------------- ----------
(IN MILLIONS)
Direct premiums.................................... $ 854.6 $ 901.0 $ 828.9
Reinsurance assumed................................ 196.1 170.1 191.2
Reinsurance ceded.................................. (232.9) (189.4) (140.5)
--------------- ------------ -----------
Premiums $ 817.8 $ 881.7 $ 879.6
=============== ============ ===========
Universal Life and Investment-type Product
Policy Fee Income Ceded.......................... $ 152.8 $ 169.3 $ 134.8
=============== ============ ===========
Policyholders' Benefits Ceded...................... $ 379.2 $ 300.2 $ 361.0
=============== ============ ===========
Interest Credited to Policyholders' Account
Balances Ceded................................... $ 53.8 $ 50.9 $ 50.2
=============== ============ ===========
Individual Disability Income and Major Medical
----------------------------------------------
Claim reserves and associated liabilities net of reinsurance ceded for
individual DI and major medical policies were $92.9 million and $91.2
million at December 31, 2006 and 2005, respectively. At December 31,
2006 and 2005, respectively, $1,032.4 million and $1,043.9 million of DI
reserves and associated liabilities were ceded through indemnity
reinsurance agreements with a singular reinsurance group. Incurred
benefits (benefits paid plus changes in claim reserves) and benefits
paid for individual DI and major medical policies are summarized as
follows:
[Enlarge/Download Table]
2006 2005 2004
------------ ------------ ------------
(IN MILLIONS)
Incurred benefits related to current year......... $ 35.8 $ 35.6 $ 35.0
Incurred benefits related to prior years.......... 9.9 50.3 12.8
------------ ------------ ------------
Total Incurred Benefits........................... $ 45.7 $ 85.9 $ 47.8
============ ============ ============
Benefits paid related to current year............. $ 14.0 $ 14.8 $ 12.9
Benefits paid related to prior years.............. 30.0 44.7 33.1
------------ ------------ ------------
Total Benefits Paid............................... $ 44.0 $ 59.5 $ 46.0
============ ============ ============
F-34
10) SHORT-TERM AND LONG-TERM DEBT
Short-term and long-term debt consists of the following:
[Enlarge/Download Table]
DECEMBER 31,
-----------------------------
2006 2005
------------- ------------
(IN MILLIONS)
Short-term debt:
Current portion of long-term debt................................... $ - $ 399.7
Promissory note, 5.27% ............................................. 248.3 248.3
AllianceBernstein commercial paper ................................. 334.9 -
------------ -----------
Total short-term debt............................................... 583.2 648.0
------------ -----------
Long-term debt:
AXA Equitable:
Surplus Notes, 7.70%, due 2015.................................... 199.8 199.8
------------ -----------
Total AXA Equitable........................................... 199.8 199.8
------------ -----------
AllianceBernstein:
Other............................................................. - 7.6
------------ -----------
Total AllianceBernstein....................................... - 7.6
------------ -----------
Total long-term debt................................................ 199.8 207.4
------------ -----------
Total Short-term and Long-term Debt................................. $ 783.0 $ 855.4
============ ===========
Short-term Debt
---------------
On July 9, 2004, AXA and certain of its subsidiaries, including AXA
Financial, entered into a (euro)3.5 billion global revolving credit
facility which matures July 9, 2009, with a group of 30 commercial banks
and other lenders. Under the terms of the revolving credit facility, up
to $500.0 million is available to AXA Financial for general corporate
purposes.
AXA Equitable has a $350.0 million, one-year promissory note, of which
$101.7 million is included within Wind-up Annuities. The promissory
note, which matures in March 2007, is related to wholly owned real
estate. Certain terms of the promissory note, such as interest rate and
maturity date, are negotiated annually.
At December 31, 2006 and 2005, the Company had pledged real estate of
$326.0 million and $320.8 million, respectively, as collateral for
certain short-term debt.
In August 2001, AllianceBernstein issued $400.0 million 5.625% notes
pursuant to a shelf registration statement that originally permitted
AllianceBernstein to issue up to $600.0 million in senior debt
securities. AllianceBernstein currently has $200.0 million available
under the shelf registration statement for future issuances. The
proceeds from the AllianceBernstein notes were used to reduce commercial
paper and credit facility borrowings and for other general partnership
purposes. The AllianceBernstein notes matured in August 2006.
AllianceBernstein used cash flow from operations as well as proceeds
from the issuance of commercial paper to retire the notes at maturity.
In February 2006, AllianceBernstein entered into an $800.0 million
five-year revolving credit facility with a group of commercial banks and
other lenders. The revolving credit facility is intended to provide
back-up liquidity for AllianceBernstein's commercial paper program,
which increased from $425.0 million to $800.0 million in May 2006. Under
the revolving credit facility, the interest rate, at the option of
AllianceBernstein, is a floating rate generally based upon a defined
prime rate, a rate related to the London Interbank Offered Rate
("LIBOR") or the Federal Funds rate. The revolving credit facility
contains covenants that, among other things, require AllianceBernstein
to meet certain financial ratios. AllianceBernstein was in compliance
with the covenants as of December 31, 2006.
F-35
As of December 31, 2006, AllianceBernstein maintained a $100.0 million
extendible commercial notes ("ECN") program as a supplement to
AllianceBernstein's commercial paper program. ECNs are short-term
uncommitted debt instruments that do not require back-up liquidity
support.
In 2006, SCB LLC entered into four separate uncommitted credit facility
agreements with various banks, each for $100.0 million. As of December
31, 2006, there were no amounts outstanding under these credit
facilities. During the first quarter 2007, SCB LLC increased three of
the agreements to $200.0 million each and entered into an additional
agreement for $100.0 million with a new bank.
Long-term Debt
--------------
At December 31, 2006, the Company was not in breach of any debt
covenants.
11) RELATED PARTY TRANSACTIONS
The Company reimburses AXA Financial for expenses relating to the Excess
Retirement Plan, Supplemental Executive Retirement Plan and certain
other employee benefit plans that provide participants with medical,
life insurance, and deferred compensation benefits. Such reimbursement
was based on the cost to AXA Financial of the benefits provided which
totaled $53.5 million, $57.2 million and $55.0 million, respectively,
for 2006, 2005 and 2004.
The Company paid $767.2 million, $695.0 million and $658.8 million,
respectively, of commissions and fees to AXA Distribution and its
subsidiaries for sales of insurance products for 2006, 2005 and 2004.
The Company charged AXA Distribution's subsidiaries $352.9 million,
$324.4 million and $293.1 million, respectively, for their applicable
share of operating expenses for 2006, 2005 and 2004, pursuant to the
Agreements for Services.
In September 2001, AXA Equitable loaned $400.0 million to AXA Insurance
Holding Co. Ltd., a Japanese subsidiary of AXA. This investment has an
interest rate of 5.89% and matures on June 15, 2007. All payments,
including interest payable semi-annually, are guaranteed by AXA.
In 2005, AXA Financial issued a note to AXA Equitable in the amount of
$325.0 million with an interest rate of 6.00% and a maturity date of
December 1, 2035. Interest on this note is payable semi-annually.
In 2003, AXA Equitable entered into a reinsurance agreement with AXA
Financial Reinsurance Company (Bermuda), LTD ("AXA Bermuda"), an
indirect, wholly owned subsidiary of AXA Financial, to cede certain term
insurance policies written after December 2002. AXA Equitable ceded
$91.9 million, $57.9 million and $28.6 million of premiums and $49.1
million, $26.3 million and $16.4 million of reinsurance reserves to AXA
Bermuda in 2006, 2005 and 2004, respectively.
Various AXA affiliates cede a portion of their life and health insurance
business through reinsurance agreements to AXA Cessions, an AXA
affiliated reinsurer. AXA Cessions, in turn, retrocedes a quota share
portion of these risks to AXA Equitable on a one-year term basis.
Premiums earned in 2006 under this arrangement totaled approximately
$1.1 million.
Both AXA Equitable and AllianceBernstein, along with other AXA
affiliates, participate in certain intercompany cost sharing and service
agreements that include technology and professional development
arrangements. Payments by AXA Equitable and AllianceBernstein to AXA
under such agreements totaled approximately $28.8 million, $32.8 million
and $30.2 million in 2006, 2005 and 2004, respectively. Payments by AXA
and AXA affiliates to AXA Equitable under such agreements totaled $27.9
million, $30.4 million and $38.9 million in 2006, 2005 and 2004,
respectively. Included in the payments by AXA and AXA affiliates to the
Company are $12.6 million, $12.7 million and $12.7 million from AXA
Tech, which represent the net amount of payments resulting from services
and facilities provided by the Company to AXA Tech of $111.0 million,
$110.9 million and $106.4 million less the payments for services
provided from AXA Tech to the Company of $98.4 million, $98.2 million
and $93.7 million for 2006, 2005 and 2004, respectively.
Commissions, fees and other income includes certain revenues for
services provided to mutual funds managed by AllianceBernstein. These
revenues are described below:
F-36
[Enlarge/Download Table]
2006 2005 2004
----------------- ---------------- ------------------
(IN MILLIONS)
Investment advisory and services fees.............. $ 840.5 $ 728.5 $ 744.7
Distribution revenues.............................. 421.0 397.8 447.3
Other revenues - shareholder servicing fees........ 97.2 99.3 116.0
Other revenues - other............................. 6.9 8.0 8.8
Institutional research services.................... 1.4 3.5 5.3
12) EMPLOYEE BENEFIT PLANS
The Company (other than AllianceBernstein) sponsors qualified and
non-qualified defined benefit plans covering substantially all employees
(including certain qualified part-time employees), managers and certain
agents. These pension plans are non-contributory and their benefits are
based on a cash balance formula and/or, for certain participants, years
of service and final average earnings over a specified period in the
plans. AllianceBernstein maintains a qualified, non-contributory,
defined benefit retirement plan covering current and former employees
who were employed by AllianceBernstein in the United States prior to
October 2, 2000. AllianceBernstein's benefits are based on years of
credited service, average final base salary and primary social security
benefits. The Company uses a December 31 measurement date for its
pension and postretirement plans.
Generally, the Company's funding policy is to make the minimum
contribution required by the Employee Retirement Income Security Act of
1974 ("ERISA"). The Company made cash contributions of $4.3 million in
2006. No significant cash contributions to the Company's qualified plans
are expected to be required to satisfy their minimum funding
requirements for 2007.
Components of net periodic pension expense for the Company's qualified
and non-qualified plans were as follows:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(In Millions)
Service cost....................................... $ 37.6 $ 36.0 $ 34.6
Interest cost on projected benefit obligations..... 122.1 123.7 121.9
Expected return on assets.......................... (184.8) (173.7) (170.9)
Net amortization and deferrals..................... 81.0 78.8 64.7
----------------- ----------------- -----------------
Net Periodic Pension Expense....................... $ 55.9 $ 64.8 $ 50.3
================= ================= =================
F-37
The plans' projected benefit obligations under the Company's qualified
and non-qualified plans were comprised of:
[Enlarge/Download Table]
DECEMBER 31,
-------------------------------------
2006 2005
----------------- -----------------
(IN MILLIONS)
Benefit obligations, beginning of year................................. $ 2,365.5 $ 2,212.0
Service cost........................................................... 30.6 30.0
Interest cost.......................................................... 122.1 123.7
Actuarial (gains) losses .............................................. (64.7) 128.7
Benefits paid.......................................................... (159.2) (128.9)
----------------- -----------------
Benefit Obligations, End of Year....................................... $ 2,294.3 $ 2,365.5
================= =================
At December 31, 2006, the Company adopted SFAS No. 158, requiring
recognition, in the consolidated balance sheet, of the funded status of
its defined benefit pension plans, measured as the difference between
plan assets at fair value and the projected benefit obligations. The
following table discloses the change in plan assets and the
reconciliation of the funded status of the Company's qualified plans to
amounts included in the accompanying consolidated balance sheets:
[Enlarge/Download Table]
DECEMBER 31,
-----------------------------------
2006 2005
---------------- -----------------
(IN MILLIONS)
Plan assets at fair value, beginning of year.............................. $ 2,278.5 $ 2,126.7
Actual return on plan assets.............................................. 282.0 208.9
Contributions............................................................. 4.3 78.5
Benefits paid and fees.................................................... (168.8) (135.6)
---------------- -----------------
Plan assets at fair value, end of year.................................... 2,396.0 2,278.5
Projected benefit obligations............................................. 2,294.3 2,365.5
---------------- -----------------
Overfunding (underfunding) of plan assets over
projected benefit obligations........................................... 101.7 (87.0)
Unrecognized prior service cost........................................... - (24.4)
Unrecognized net loss from past experience different
from that assumed....................................................... - 957.3
Unrecognized net asset at transition...................................... - (1.0)
---------------- -----------------
Prepaid Pension Cost, Net................................................. $ 101.7 $ 844.9
================ =================
Prepaid and accrued pension costs were $133.1 million and $31.4 million,
respectively, at December 31, 2006 and $868.3 million and $23.4 million,
respectively, at December 31, 2005. The aggregate projected benefit
obligations and fair value of plan assets for pension plans with
projected benefit obligations in excess of plan assets were $84.7
million and $53.3 million, respectively, at December 31, 2006, and
$2,365.5 million and $2,278.5 million, respectively, at December 31,
2005. The aggregate accumulated benefit obligation and fair value of
plan assets for pension plans with accumulated benefit obligations in
excess of plan assets were $68.4 million and $53.3 million,
respectively, at December 31, 2006, and $66.9 million and $47.4 million,
respectively, at December 31, 2005. The accumulated benefit obligations
for all defined benefit pension plans were $2,226.8 million and $2,290.0
million at December 31, 2006 and 2005, respectively.
F-38
The following table illustrates the incremental line-by-line effect of
applying SFAS No. 158 for the pension plans in the December 31, 2006
consolidated balance sheet:
[Enlarge/Download Table]
Before After
Application Application
of SFAS of SFAS
No.158 Adjustments No.158
----------------- ----------------- -----------------
(In Millions)
Other assets ...................................... $ 3,753.0 $ (684.2) $ 3,068.8
Total assets....................................... 149,970.3 (684.2) 149,286.1
Income taxes payable............................... 3,216.9 (242.7) 2,974.2
Other liabilities.................................. 1,803.8 12.0 1,815.8
Minority interest in equity of consolidated
subsidiaries................................... 2,293.9 (4.0) 2,289.9
Total liabilities.................................. 140,038.4 (234.7) 139,803.7
Accumulated other comprehensive income............. 282.2 (449.5) (167.3)
Total shareholder' equity.......................... 9,931.9 (449.5) 9,482.4
The following table discloses the amounts included in accumulated other
comprehensive income at December 31, 2006 that have not yet been
recognized as components of net periodic pension cost:
[Enlarge/Download Table]
DECEMBER 31,
2006
--------------------
(IN MILLIONS)
Unrecognized net actuarial loss .................................................... $ 710.7
Unrecognized prior service cost (credit)............................................ (18.8)
Unrecognized net transition obligation (asset)...................................... (.8)
--------------------
Total ......................................................................... $ 691.1
====================
The estimated net loss, prior service cost, and net transition asset to
be reclassified from accumulated other comprehensive income and
recognized as components of net periodic pension cost over the next year
are $59.7 million, $(5.6) million, and zero, respectively. The following
table discloses the estimated fair value of plan assets and the
percentage of estimated fair value to total plan assets for the
qualified plans of the Company at December 31, 2006 and 2005.
[Enlarge/Download Table]
DECEMBER 31,
----------------------------------------------------------
2006 2005
----------------------------------------------------------
(IN MILLIONS)
ESTIMATED Estimated
FAIR VALUE % Fair Value %
--------------------- ----- --------------- ------
Corporate and government debt securities........ $ 429.8 18.0 $ 452.3 19.9
Equity securities............................... 1,720.7 71.8 1,526.5 67.0
Equity real estate ............................. 245.5 10.2 221.8 9.7
Short-term investments.......................... - - 77.9 3.4
Other........................................... - - - -
--------------------- ----- --------------- -----
Total Plan Assets............................... $ 2,396.0 100.0 $ 2,278.5 100.0
===================== ===== =============== =====
The primary investment objective of the plans of the Company is to
maximize return on assets, giving consideration to prudent risk. The
asset allocation is designed with a long-term investment horizon, based
on target investment of 65% equities, 25% fixed income and 10% real
estate. Emphasis is given to equity investments, given their higher
expected rate of return. Fixed income investments are included to
provide less volatile return. Real estate investments offer diversity to
the total portfolio and long-term inflation protection.
A secondary investment objective of the plans of the Company is to
minimize variation in annual net periodic pension cost over the long
term and to fund as much of the future liability growth as practical.
Specifically, a
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reasonable total rate of return is defined as income plus realized and
unrealized capital gains and losses such that the growth in projected
benefit obligation is less than the return on investments plus
contributions.
The assumed discount rates for measurement of the benefit obligations at
December 31, 2006 and 2005 each reflect the rates at which pension
benefits then could be effectively settled. Specifically at December 31,
2006, projected nominal cash outflows to fund expected annual benefits
payments under the Company's qualified and non-qualified pension and
postretirement benefit plans were discounted using a published
high-quality bond yield curve. The discount rate of 5.75% disclosed
below as having been used to measure the benefits obligation at December
31, 2006 represents the level equivalent discount rate that produces the
same present value measure of the benefits obligation as the
aforementioned discounted cash flow analysis. The following table
discloses the weighted-average assumptions used to measure the Company's
pension benefit obligations and net periodic pension cost at and for the
years ended December 31, 2006 and 2005.
[Enlarge/Download Table]
AXA FINANCIAL GROUP
--------------------------------
2006 2005
---- ----
Discount rate:
Benefit obligation............................................... 5.75% 5.25%
Periodic cost.................................................... 5.25% 5.75%
Rate of compensation increase:
Benefit obligation and periodic cost............................. 6.00% 6.00%
Expected long-term rate of return on plan assets (periodic cost)... 8.50% 8.50%
As noted above, the pension plans' target asset allocation is 65%
equities, 25% fixed maturities, and 10% real estate. Management reviewed
the historical investment returns and future expectations of returns
from these asset classes to conclude that a long-term expected rate of
return of 8.5% is reasonable.
Prior to 1987, the pension plan funded participants' benefits through
the purchase of non-participating annuity contracts from AXA Equitable.
Benefit payments under these contracts were approximately $20.3 million,
$21.7 million and $23.2 million for 2006, 2005 and 2004, respectively.
The following table sets forth an estimate of future benefits expected
to be paid in each of the next five years, beginning January 1, 2007,
and in the aggregate for the five years thereafter. These estimates are
based on the same assumptions used to measure the respective benefit
obligations at December 31, 2006 and include benefits attributable to
estimated future employee service.
PENSION BENEFITS
----------------
(IN MILLIONS)
2007..................... $ 165.1
2008..................... 174.1
2009..................... 177.2
2010..................... 179.2
2011..................... 180.3
Years 2012 -2016......... 914.4
AllianceBernstein maintains several unfunded deferred compensation plans
for the benefit of certain eligible employees and executives. The
AllianceBernstein Capital Accumulation Plan was frozen on December 31,
1987 and no additional awards have been made. For the active plans,
benefits vest over a period ranging from 3 to 8 years and are amortized
as compensation and benefit expense. ACMC, Inc. ("ACMC"), a subsidiary
of the Company, is obligated to make capital contributions to
AllianceBernstein in amounts equal to benefits paid under the
AllianceBernstein Capital Accumulation Plan and the contractual unfunded
deferred compensation arrangements. In connection with the acquisition
of Bernstein, AllianceBernstein adopted SCB Deferred Compensation Award
Plan ("SCB Plan") and agreed to invest $96.0 million per annum for three
years to fund purchases of AllianceBernstein Holding L.P.
("AllianceBernstein Holding") units or an AllianceBernstein sponsored
money market fund in each case for the benefit of certain individuals
F-40
who were stockholders or principals of Bernstein or hired to replace
them. The Company has recorded compensation and benefit expenses in
connection with these deferred compensation plans totaling $243.8
million, $186.2 million and $146.7 million for 2006, 2005 and 2004,
respectively.
13) SHARE-BASED COMPENSATION
AXA and AXA Financial sponsor various share-based compensation plans for
eligible employees and associates of AXA Financial and its subsidiaries,
including the Company. AllianceBernstein also sponsors its own unit
option plans for certain of its employees. Activity in these share-based
plans in the discussions that follow relates to awards granted to
eligible employees and associates of AXA Financial and its subsidiaries
under each of these plans in the aggregate, except where otherwise
noted.
For 2006, the Company recognized $24.8 million of compensation costs
under SFAS No. 123(R) for employee stock options, including $16.9
million resulting from unvested awards at January 1, 2006. On March 31,
2006, 3.8 million nonstatutory stock options to purchase AXA ordinary
shares were awarded under The AXA Stock Option Plans for AXA Financial
Employees and Associates, of which approximately 2.6 million have a four
year graded vesting schedule, with one-third vesting on each of the
second, third and fourth anniversaries of the grant date and
approximately 1.2 million have a 4-year cliff-vesting term. The cost of
that award is attributed over the shorter of the employees' four year
service-vesting term or to the date at which retirement eligibility is
achieved and subsequent service no longer is required for continued
vesting of the award. All of the options granted on March 31, 2006 have
a 10-year contractual term. Information about options outstanding and
exercisable at December 31, 2006 also is presented. The number of AXA
ADRs authorized to be issued pursuant to option grants and, as further
described below, restricted stock grants under The AXA Financial, Inc.
1997 Stock Incentive Plan (the "Stock Incentive Plan") is approximately
124.5 million less the number of shares issued pursuant to option grants
under The AXA Financial, Inc. 1991 Stock Incentive Plan (the predecessor
plan to the Stock Incentive Plan). A summary of the activity in the AXA,
AXA Financial and AllianceBernstein option plans during 2006 follows:
F-41
[Enlarge/Download Table]
Options Outstanding
---------------------------------------------------------------------------------------------------
AllianceBernstein
AXA Ordinary Shares AXA ADRs Holding Units
-------------------------------- --------------------------------- --------------------------------
Weighted Weighted Weighted
Number Average' Number Average' Number Average'
Outstanding Exercise Outstanding Exercise Outstanding Exercise
(In Millions) Price (In Millions) Price (In Millions) Price
-------------- --------------- -------------- -------------- -------------- --------------
Options outstanding at
January 1, 2006..... 3.5 (euro) 20.87 38.6 $ 24.06 7.5 $ 40.45
Options granted ....... 4.0 (euro) 28.40 .7 23.26 - (2) $ 65.02
Options exercised...... - - (9.1) $ 22.08 (2.6) $ 38.40
Options forfeited...... (.1) (euro) - (3.4) $ 33.57 (.1) $ 38.19
Options expired........ - - - -
-------------- -------------- --------------
Options Outstanding at
December 31, 2006... 7.4 (euro) 24.82 26.8 $ 23.40 4.8 $ 41.62
============== =============== ============== ============== ============== ==============
Aggregate Intrinsic (euro) 43.2 $ 463.1 $ 186.9
Value (1)........... =============== ============== ==============
Weighted Average
Remaining
Contractual Term
(in years).......... 8.9 4.4 4.37
============== ============== ==============
Options Exercisable at - 20.2 $ 23.40 4.4 $ 42.24
December 31, 2006... ============== ============== ============== ============== ==============
Aggregate Intrinsic - $ 342.4 $ 169.3
Value (1)........... =============== ============== ==============
Weighted Average
Remaining
Contractual Term
(in years)......... - 3.39 4.30
============== ============== ==============
(1) Intrinsic value, presented in millions, is calculated as the excess
of the closing market price on December 31, 2006 of the respective
underlying shares over the strike prices of the option awards.
(2) AllianceBernstein grants totaled 9,712 units in 2006.
Cash proceeds received from employee exercises of options to purchase
AXA ADRs in 2006 were $201.3 million. The intrinsic value related to
employee exercises of options to purchase AXA ADRs during 2006, 2005 and
2004 were $132.1 million, $68.3 million and $18.8 million, respectively,
resulting in amounts currently deductible for tax purposes of $44.9
million, $22.9 million and $6.2 million, respectively, for the periods
then ended. Under SFAS No. 123(R), $34.8 million windfall tax benefits
resulted from employee stock option exercises during 2006.
At December 31, 2005, AXA Financial held 9.3 million AXA ADRs in
treasury at a weighted average cost of approximately $24.00 per ADR, of
which approximately 9.0 million were designated to fund future exercises
of outstanding employee stock options and the remainder of approximately
.3 million units was available for general corporate purposes, including
funding other stock-based compensation programs. These AXA ADRs were
obtained primarily by exercise of call options that had been purchased
by AXA Financial beginning in fourth quarter 2004 to mitigate the U.S.
dollar price and foreign exchange risks associated with funding
exercises of employee stock options. Remaining outstanding and
unexercised at December 31, 2006 are call options to purchase 8.9
million AXA ADRs at strike prices ranging from $30.41 to $32.37, each
having a cap equal to approximately 150% of its strike price, at which
time the option automatically would be exercised. These call options
expire on November 23, 2009. During 2006, AXA Financial utilized
approximately 5.6 million AXA ADRs from treasury to fund exercises of
employee stock options. Employee options outstanding at December 31,
2006 to purchase AXA ordinary shares begin to become exercisable in
March 2007 and their future exercises are expected to be funded by newly
issued AXA ordinary shares.
Prior to adoption of SFAS No. 123(R), the Company had elected to
continue accounting for employee stock option awards under APB No. 25
and, therefore, no compensation cost for these awards was recognized in
the consolidated statement of earnings in 2005 and 2004. The following
table illustrates the effect on net
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income had compensation expense for employee stock option awards been
measured and recognized by the Company under the fair-value-based method
of SFAS No. 123, "Accounting for Stock-Based Compensation". These pro
forma disclosures are not adjusted from amounts previously reported and,
therefore, retain the original grant-date fair values of the underlying
awards, continue to attribute cost over the awards' service-vesting
periods and do not include estimates of pre-vesting forfeitures.
[Enlarge/Download Table]
2005 2004
------------------- -----------------
(In Millions)
Net earnings as reported.......................................... $ 1,073.8 $ 929.9
Less: Total stock-based employee compensation expense
determined under fair value method, net of income tax benefit.. (23.2) (21.4)
----------------- -----------------
Pro Forma Net Earnings............................................ $ 1,050.6 $ 908.5
================= =================
For the purpose of estimating the fair value of employee stock option
awards granted on or after January 1, 2006, the Company continues to
apply the Black-Scholes-Merton formula and the same methodologies for
developing the input assumptions as previously had been used to prepare
the pro forma disclosures required by SFAS No. 123. Shown below are the
relevant input assumptions used to derive the fair values of options
awarded in 2006, 2005 and 2004, respectively. For employee stock options
with graded vesting terms and service conditions granted on or after
January 1, 2006, the Company elected under SFAS No. 123(R) to retain its
practice of valuing these as singular awards and to change to the
graded-vesting method of attribution, whereby the cost is recognized
separately over the requisite service period for each individual
one-third of the options vesting on the second, third and fourth
anniversaries of the grant date.
[Enlarge/Download Table]
AXA Ordinary AllianceBernstein
Shares AXA ADRs Holding Units
------------------- -------------------- -----------------------------
2006 2005 2005 2004 2006 2005 2004
-------- --------- ---------- --------- --------- ---------- --------
Dividend yield............ 3.48% 3.15% 3.01% 2.24% 6% 6.2% 3.5%
Expected volatility....... 28% 25% 25% 43% 31% 31% 32%
Risk-free interest rate... 3.77% 3.09% 4.27% 2.86% 4.9% 3.7% 4.0%
Expected life in years.... 5.0 5.0 5.0 5.0 6.5 3.0 5.0
Weighted average fair
value per option at
grant date.............. $7.45 $4.30 $4.85 $6.94 $12.35 $7.04 $8.00
As of December 31, 2006, approximately $19.0 million of unrecognized
compensation cost related to unvested employee stock option awards, net
of estimated pre-vesting forfeitures, is expected to be recognized by
the Company over a weighted average period of 1.8 years.
Under the Stock Incentive Plan, AXA Financial grants restricted AXA ADRs
to employees of its subsidiaries, including AXA Equitable. Generally,
all outstanding restricted AXA ADR grants have a 7-year vesting schedule
with potential accelerated vesting based on performance. Under The
Equity Plan for Directors ("the Equity Plan"), AXA Financial grants
non-officer directors restricted AXA ADRs and unrestricted AXA ADRs
annually. Similarly, AllianceBernstein awards restricted
AllianceBernstein Holding units to independent directors of its General
Partner. In addition, under its Century Club Plan, awards of restricted
AllianceBernstein Holding units that vest ratably over three years are
made to eligible AllianceBernstein employees whose primary
responsibilities are to assist in the distribution of company-sponsored
mutual funds. For 2006, 2005 and 2004 AXA Financial Group recognized
compensation costs of $5.6 million, under SFAS No. 123(R) and $10.1
million and $9.5 million, respectively, under APB No. 25 for awards
outstanding under these plans. Consistent with existing practice of the
Company prior to adoption of SFAS No. 123(R), grant-date fair value
continues to be measured by the closing price of the shares awarded and
the result generally is attributed over the shorter of the performance
period, the requisite service period, or to the date at which retirement
eligibility is achieved and subsequent service no longer is required for
continued vesting of the award.
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At December 31, 2006, approximately 60,692 restricted AllianceBernstein
Holding Units outstanding under the Century Club Plan remain unvested.
At December 31, 2006, approximately $2.1 million of unrecognized
compensation cost related to these unvested awards, net of estimated
pre-vesting forfeitures, is expected to be recognized over a weighted
average period of 1.6 years. Restricted AXA ADRs vested in 2006, 2005
and 2004 had aggregate vesting-date fair values of approximately $13.5
million, $19.2 million and $12.7 million, respectively. In 2005 244,790
restricted AXA ADRs were granted having an aggregate grant-date fair
value of $6.6 million. The following table summarizes unvested
restricted AXA ADR activity for 2006.
[Enlarge/Download Table]
WEIGHTED
SHARES OF AVERAGE
RESTRICTED GRANT DATE
STOCK FAIR VALUE
-------------- ---------------
Unvested as of January 1, 2006.......................................... 867,387 $ 19.94
Granted................................................................. 78,865 $ 35.16
Vested.................................................................. 381,836 $ 16.98
Forfeited............................................................... 50,381
--------------
Unvested as of December 31, 2006........................................ 514,035 $ 23.91
==============
On March 31, 2006, under the terms of the AXA Performance Unit Plan
2006, the AXA Management Board awarded 722,854 unearned performance
units to employees of AXA Financial subsidiaries. During each year that
the performance unit awards are outstanding, a pro-rata portion of the
units may be earned based on criteria measuring the performance of AXA
and AXA Financial Group. The extent to which performance targets are met
determines the number of performance units earned, which may vary
between 0% and 130% of the number of performance units at stake.
Performance units earned under the 2006 plan cliff-vest on the second
anniversary of their date of award. When fully-vested, the performance
units earned will be settled in cash, or in some cases, a combination of
cash (70%) and stock (30%), the latter equity portion having transfer
restrictions for a two-year period. For 2006 awards, the price used to
value the performance units at settlement will be the average opening
price of the AXA ordinary share for the last 20 trading days of the
vesting period converted to U.S. dollars using the Euro to U.S. dollar
exchange rate on March 28, 2008.
For 2006, 2005 and 2004 the Company recognized compensation costs of
$25.9 million, under SFAS No. 123(R) and $7.2 million and $.7 million,
respectively, under APB No. 25 for performance units earned to date.
Substantially similar to existing practice of the Company prior to
adoption of SFAS No. 123(R), the change in fair value of these awards in
2006 was measured by the closing price of the underlying the Company
ordinary shares or AXA ADRs and adjustment was made to reflect the
impact of expected and actual pre-vesting forfeitures. In addition,
similar to adoption of SFAS No. 123(R) for employee stock option awards,
the cost of performance units awarded on or after January 1, 2006, such
as those granted March 31, 2006, were attributed over the shorter of the
cliff-vesting period or to the date at which retirement eligibility is
achieved. The value of performance units earned and reported in Other
liabilities in the consolidated balance sheets at December 31, 2006 and
2005 was $45.8 million and $9.1 million, respectively, including
incremental awards earned under the 2005 and 2004 plans from having
exceeded the targeted performance criteria established in those years by
14.6% and 11.1%, respectively. Approximately 720,691 outstanding
performance units are at risk to achievement of 2006 performance
criteria, including approximately 50% of the award granted on March 31,
2006.
Following completion of the merger of AXA Merger Corp. with and into AXA
Financial in January 2001, certain employees exchanged fully vested
in-the-money AXA ADR options for tandem Stock Appreciation Rights/AXA
ADR non-statutory options ("tandem SARs/NSOs") of then-equivalent
intrinsic value. The Company recorded compensation expense for these
fully-vested awards of $6.1 million, $28.9 million and $14.2 million for
2006, 2005 and 2004, respectively, reflecting the impact in those
periods of the change in the market price of the AXA ADR on the
cash-settlement value of the SARs component of the outstanding tandem
SARs/NSOs. The value of these tandem SARs/NSOs at December 31 2006 and
2005 was $24.9 million and $57.5 million, respectively. At December 31,
2006, 1.6 million tandem SARs/NSOs were outstanding, having weighted
average remaining expected and contractual terms of 1.11 and 2.22 years,
respectively, and for which the SARs component had maximum value of
$24.9 million. During 2006, 2005 and 2004, respectively, approximately
2.8 million, .7 million and zero million of these awards were exercised
at an aggregate cash-settlement value of $41.2 million $7.5 million and
zero million.
On March 31, 2006, 59,644 Stock Appreciation Rights ("SARs") with a
4-year cliff-vesting schedule were granted to certain associates of AXA
Financial subsidiaries. These SARs entitle the holder to a cash payment
F-44
equal to any appreciation in the value of the AXA ordinary share over
29.22 Euros as of the date of exercise. Similar to the SARs component of
the tandem SARs/NSOs, awards remaining unexercised at expiry of their
10-year contractual term will be automatically exercised on the
expiration date. At December 31, 2006, .2 million SARs were outstanding,
having weighted average remaining contractual term of 6.03 years. The
accrued value of SARs at December 31, 2006 and 2005 was $2.9 million and
$1.0 million, respectively, and recorded as liabilities in the
consolidated balance sheets. For 2006, the Company recorded compensation
expense for SARs of $1.9 million, under SFAS No. 123(R), reflecting the
impact in those periods of the changes in their fair values as
determined by applying the Black Scholes-Merton formula and assumptions
used to price employee stock option awards. For 2005 and 2004, the
Company recorded compensation expense of $.6 million and $.03 million,
respectively, under APB No. 25 reflecting the impact in those periods of
the change in the market price of the underlying AXA ordinary share or
AXA ADR on the value of the outstanding SARs.
In fourth quarter 2006, eligible employees of AXA Financial's
subsidiaries participated in AXA's global offering to purchase newly
issued AXA stock, subject to plan limits, under the terms of AXA
Shareplan 2006. Similar to the AXA Shareplan programs previously offered
in 2001 through 2005, the plan offered two investment alternatives that,
with limited exceptions, restrict the sale or transfer of the purchased
shares for a period of five years. "Investment Option A" permitted
participants to purchase AXA ADRs at a 20% formula discounted price.
"Investment Option B" permitted participants to purchase AXA ordinary
shares at a 15.21% formula discounted price on a leveraged basis with a
guaranteed return of initial investment plus 75.0% of any appreciation
in the value of the total shares purchased. Under SFAS No. 123(R), AXA
Equitable recognized compensation expense of $22.1 million in
connection with AXA Shareplan 2006, representing the aggregate discount
provided to participants for their purchase of AXA stock, as adjusted
for the post-vesting, five-year holding period. No compensation expense
was recorded in 2006, 2005 and 2004, respectively, in connection with
shares subscribed under previous years' AXA Shareplan offerings.
Participants in AXA Shareplans 2005 and 2004 primarily invested under
Investment Option B for the purchase of approximately 5.7 million and
6.8 million AXA ordinary shares, respectively. The discounted pricing
offered to participants in those programs for the purchase of AXA
ordinary shares under Investment Option B was 17.5% and 20%,
respectively, and the appreciation percentage was 86.1% and 79.0%,
respectively.
Under SFAS No. 123(R), the Company recognized compensation expense for
payroll deductions authorized and applied in 2006 under the terms of the
AXA Financial, Inc. Qualified Stock Purchase Plan to purchase AXA ADRs
of 182,225, at an aggregate discount of $1.1 million, representing a
discount of 15% from the closing market value of the AXA ADR at the
purchase dates defined in the annual offering document (generally the
last trading day of each month). Prior to adoption of SFAS No. 123(R),
no compensation expense was recorded in connection with this plan. Under
the terms of the AXA Financial, Inc. Non-Qualified Stock Purchase Plan,
total AXA ADRs of 340,083, 381,302 and 407,715 were purchased during
2006, 2005 and 2004, respectively, including those purchased with
employer matching contributions for which AXA Financial Group recorded
compensation expense of $1.6 million, $1.3 million and $1.2 million in
2006, 2005 and 2004, respectively.
F-45
14) NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)
The sources of net investment income follow:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Fixed maturities................................... $ 1,848.6 $ 1,870.0 $ 1,880.0
Mortgage loans on real estate...................... 245.9 238.2 249.6
Equity real estate................................. 114.9 125.3 124.2
Other equity investments........................... 181.2 155.2 162.1
Policy loans....................................... 249.8 248.8 251.0
Short-term investments............................. 55.2 25.1 19.1
Derivative investments............................. (302.4) (85.5) (88.0)
Broker-dealer related receivables.................. 226.5 124.8 45.5
Trading securities................................. 53.4 28.6 14.5
Other investment income............................ 43.9 16.2 28.9
----------------- ----------------- -----------------
Gross investment income.......................... 2,717.0 2,746.7 2,686.9
Investment expenses................................ (132.2) (159.0) (153.3)
Interest expenses.................................. (187.8) (95.9) (32.8)
----------------- ----------------- -----------------
Net Investment Income.............................. $ 2,397.0 $ 2,491.8 $ 2,500.8
================= ================= =================
For 2006, 2005 and 2004, respectively, investment results on derivative
positions, which were included in net investment income, included gross
gains of $155.5 million, $84.2 million and $26.2 million and gross
losses of $457.9 million, $169.7 million and $114.2 million. For 2006
and 2005, respectively, net unrealized losses of $15.2 million and $3.7
million were recognized from floor contracts. For 2006 and 2005, net
realized gains (losses) of $(249.5) million and $(140.9) million and net
unrealized gains (losses) of $(37.7) million and 59.2 million were
recognized from futures contracts utilized in the GMDB and GMIB
programs.
Investment gains (losses), net by including changes in the valuation
allowances, follow:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Fixed maturities................................... $ (11.5) $ 11.1 $ 26.3
Mortgage loans on real estate...................... .2 (2.2) .2
Equity real estate................................. 8.8 3.9 11.6
Other equity investments........................... 20.1 30.7 24.4
Other(1)........................................... 29.3 11.9 2.5
----------------- ----------------- -----------------
Investment Gains (Losses), Net..................... $ 46.9 $ 55.4 $ 65.0
================= ================= =================
(1) In 2006, AllianceBernstein issued units to its employees under
long-term incentive plans. As a result of this transaction, the
company recorded a non-cash $29.7 million realized gain.
Writedowns of fixed maturities amounted to $27.4 million, $31.2 million
and $36.4 million for 2006, 2005 and 2004, respectively. Writedowns of
mortgage loans on real estate were $.4 million for 2006, $1.7 million,
for 2005 and $10.1 million for 2004. There were no writedown on equity
real estate for 2006, 2005 and 2004, respectively.
For 2006, 2005 and 2004, respectively, proceeds received on sales of
fixed maturities classified as available for sale amounted to $1,281.9
million, $2,220.0 million and $2,908.3 million. Gross gains of $33.9
million, $53.2 million and $47.7 million and gross losses of $24.5
million, $31.1 million and $9.7 million, respectively, were realized on
these sales. The change in unrealized investment gains (losses) related
to fixed maturities classified as available for sale for 2006, 2005 and
2004 amounted to $(416.7) million, $(1,004.8) million and $0.8 million,
respectively.
F-46
For 2006, 2005 and 2004, investment results passed through to certain
participating group annuity contracts as interest credited to
policyholders' account balances amounted to $57.8 million, $68.6 million
and $70.4 million, respectively.
Changes in unrealized gains (losses) reflect changes in fair value of
only those fixed maturities and equity securities classified as
available for sale and do not reflect any changes in fair value of
policyholders' account balances and future policy benefits. The net
unrealized investment gains (losses) included in the consolidated
balance sheets as a component of accumulated other comprehensive income
and the changes for the corresponding years, including Wind-up Annuities
on a line-by-line basis, follow:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Balance, beginning of year......................... $ 432.3 $ 874.1 $ 892.8
Changes in unrealized investment gains (losses).... (431.4) (1,008.1) (12.8)
Changes in unrealized investment (gains) losses
attributable to:
Participating group annuity contracts,
Closed Block policyholder dividend
obligation and other........................ 90.9 186.3 (1.5)
DAC............................................ 85.8 146.2 (2.5)
Deferred income taxes.......................... 104.6 233.8 (1.9)
----------------- ----------------- -----------------
Balance, End of Year............................... $ 282.2 $ 432.3 $ 874.1
================= ================= =================
Balance, end of year comprises:
Unrealized investment gains (losses) on:
Fixed maturities............................... $ 535.4 $ 966.5 $ 2,003.2
Other equity investments....................... 1.4 1.7 1.2
Other.......................................... - - (28.1)
----------------- ------------------- -----------------
Subtotal..................................... 536.8 968.2 1,976.3
Amounts of unrealized investment (gains) losses
attributable to:
Participating group annuity contracts,
Closed Block policyholder dividend
obligation and other....................... 1.4 (89.4) (275.7)
DAC.......................................... (110.4) (196.0) (342.2)
Deferred income taxes........................ (145.6) (250.5) (484.3)
----------------- ------------------- -----------------
Total.............................................. $ 282.2 $ 432.3 $ 874.1
================= =================== =================
15) INCOME TAXES
A summary of the income tax expense in the consolidated statements of
earnings follows:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Income tax expense:
Current expense ................................. $ 438.6 $ 237.5 $ 359.0
Deferred expense................................. (11.3) 281.7 37.9
----------------- ----------------- -----------------
Total.............................................. $ 427.3 $ 519.2 $ 396.9
================= ================= =================
F-47
The Federal income taxes attributable to consolidated operations are
different from the amounts determined by multiplying the earnings before
income taxes and minority interest by the expected Federal income tax
rate of 35%. The sources of the difference and their tax effects follow:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Expected income tax expense........................ $ 727.9 $ 715.5 $ 586.5
Minority interest.................................. (224.1) (175.9) (134.7)
Separate Account investment activity............... (45.4) (87.2) (63.3)
Non-taxable investment income...................... (23.1) (19.7) (22.6)
Adjustment of tax audit reserves................... (86.2) 11.1 7.7
Non-deductible goodwill and other
intangible assets.............................. 5.0 2.8 2.7
State income taxes................................. 38.0 28.3 3.3
AllianceBernstein income and foreign taxes......... 32.9 41.4 24.3
Other.............................................. 2.3 2.9 (7.0)
----------------- ----------------- -----------------
Income Tax Expense................................. $ 427.3 $ 519.2 $ 396.9
================= ================= =================
The components of the net deferred income taxes are as follows:
[Enlarge/Download Table]
DECEMBER 31, 2006 December 31, 2005
-------------------------------- ---------------------------------
ASSETS LIABILITIES Assets Liabilities
--------------- --------------- --------------- ----------------
(IN MILLIONS)
Compensation and related benefits...... $ 54.6 $ - $ - $ 285.3
Reserves and reinsurance............... 1,160.3 - 929.2 -
DAC and VOBA........................... - 2,433.5 - 2,200.6
Unrealized investment gains............ - 129.8 - 250.7
Investments............................ - 865.7 - 813.5
Other.................................. 13.2 - 107.2 -
--------------- --------------- --------------- ----------------
Total.................................. $ 1,228.1 $ 3,429.0 $ 1,036.4 $ 3,550.1
=============== =============== =============== ================
The Company recognized a net tax benefit in third quarter 2006 of
$117.7 million. This benefit was related to the settlement of an IRS
audit of the 1997-2001 tax years, partially offset by additional tax
reserves established for subsequent tax periods. Of the net tax benefit
of $117.7 million, $111.9 million related to the continuing operations
and $5.8 million to the discontinued Wind-up Annuities. In 2005, the
Internal Revenue Service ("IRS") began an examination of the Company's
2002 and 2003 returns. Management believes this audit will have no
material adverse effect on the Company's consolidated results of
operations or financial position.
16) DISCONTINUED OPERATIONS
The Company's discontinued operations include Wind-up Annuities, equity
real estate held-for-sale and Enterprise. The following table reconciles
the Earnings (losses) from discontinued operations, net of income taxes
and (Losses) gains on disposal of discontinued operations, net of income
taxes to the amounts reflected in the consolidated statements of
earnings for the three years ended December 31, 2006:
F-48
[Enlarge/Download Table]
2006 2005 2004
------------- ------------ ------------
(IN MILLIONS)
EARNINGS FROM DISCONTINUED OPERATIONS,
NET OF INCOME TAXES:
Wind-up Annuities............................................. $ 30.2 $ 15.2 $ 7.9
Real estate held-for-sale..................................... (4.0) .6 .4
Disposal of business - Enterprise............................. - (.1) (1.5)
------------- ------------ ------------
Total......................................................... $ 26.2 $ 15.7 $ 6.8
============= ============ ============
(LOSSES) GAINS ON DISPOSAL OF DISCONTINUED OPERATIONS,
NET OF INCOME TAXES:
Real estate held for sale..................................... $ - $ - $ 31.1
Disposal of business - Enterprise............................. (1.9) - -
------------- ------------ ------------
Total......................................................... $ (1.9) $ - $ 31.1
============= ============ ============
Disposal of Businesses
----------------------
In October 2006, AXA Financial and its subsidiaries, AXA Equitable,
Enterprise Capital Management, Inc. ("Enterprise Capital") and
Enterprise Fund Distributors, Inc., ("EFD") entered into an agreement
contemplating the transfer to Goldman Sachs Asset Management L.P.
("GSAM") of assets of the business of serving as sponsor of and
investment manager to 27 of the 31 funds of AXA Enterprise Multimanager
Funds Trust, AXA Enterprise Funds Trust and The Enterprise Group of
Funds, Inc. (collectively, the "AXA Enterprise Funds") and the
reorganization of such funds to corresponding mutual funds managed by
GSAM. These 27 funds have approximately $4.2 billion in assets under
management as of December 31, 2006. The reorganization of the 27 funds
is subject to regulatory and fund shareholder approvals and is expected
to close in the second quarter of 2007. Of the remaining four funds not
included in the GSAM reorganization, which together have approximately
$700 million in assets under management as of December 31, 2006, one
fund is being liquidated and AXA Financial is considering possible
alternatives for the dispositions of the other three funds, which
alternatives include a possible transaction with another investment
advisor or liquidation. Proceeds from the transaction with GSAM are
dependant upon assets under management at the time of the
reorganization. A permanent impairment writedown of $4.1 million pre-tax
($2.7 million post-tax) on the AXA Enterprise Funds investment
management contracts intangible asset and $3.0 million pre-tax of costs
($1.9 million post-tax) to sell were recorded by the Company in 2006. As
a result of management's disposition plan, AXA Enterprise Funds advisory
contracts are now reported in Discontinued Operations. At December 31,
2006, assets and liabilities related to these contracts of $26.5 million
and $9.3 million were included in Other assets and Other liabilities,
respectively.
The gross carrying amount of Enterprise related intangible asset was
$26.5 million at December 31, 2006, and the accumulated amortization of
this intangible asset was $4.1 million. Amortization expense related to
the Enterprise intangible asset totaled $4.1 million for 2006.
Wind-up Annuities
-----------------
In 1991, management discontinued the business of Wind-up Annuities, the
terms of which were fixed at issue, which were sold to corporate
sponsors of terminated qualified defined benefit plans, for which a
premium deficiency reserve has been established. Management reviews the
adequacy of the allowance for future losses each quarter and makes
adjustments when necessary. Management believes the allowance for future
losses at December 31, 2006 is adequate to provide for all future
losses; however, the determination of the allowance involves numerous
estimates and subjective judgments regarding the expected performance of
invested assets held by Wind-up Annuities ("Discontinued Operations
Investment Assets"). There can be no assurance the losses provided for
will not differ from the losses ultimately realized. To the extent
actual results or future projections of Wind-up Annuities differ from
management's current estimates and assumptions underlying the allowance
for future losses, the difference would be reflected in the consolidated
statements of earnings in Wind-up Annuities. In particular, to the
extent income, sales proceeds and holding periods for equity real estate
differ from management's previous assumptions, periodic adjustments to
the loss allowance are likely to result.
F-49
Summarized financial information for Wind-up Annuities follows:
[Enlarge/Download Table]
DECEMBER 31,
--------------------------------------
2006 2005
---------------- -----------------
(IN MILLIONS)
BALANCE SHEETS
Fixed maturities, available for sale, at estimated fair value
(amortized cost of $752.7 and $796.9).............................. $ 764.8 $ 823.5
Equity real estate................................................... 169.5 197.5
Mortgage loans on real estate........................................ 2.9 6.7
Other invested assets................................................ 2.6 3.2
---------------- -----------------
Total investments.................................................. 939.8 1,030.9
Cash and cash equivalents............................................ .1 -
Other assets......................................................... 13.7 13.6
---------------- -----------------
Total Assets......................................................... $ 953.6 $ 1,044.5
================ =================
Policyholders liabilities............................................ $ 788.2 $ 817.2
Allowance for future losses.......................................... 1.0 60.1
Other liabilities.................................................... 164.4 167.2
---------------- -----------------
Total Liabilities.................................................... $ 953.6 $ 1,044.5
================ =================
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
STATEMENTS OF EARNINGS
Investment income (net of investment
expenses of $19.0, $18.4 and $17.2).............. $ 71.3 $ 70.0 $ 68.5
Investment gains (losses), net..................... 6.0 (.3) 3.6
------------- ------------- --------------
Total revenues..................................... 77.3 69.7 72.1
------------- ------------- --------------
Benefits and other deductions...................... 84.7 87.1 99.4
(Losses charged) to allowance
for future losses................................ (7.4) (17.4) (27.3)
----------------- ----------------- -----------------
Pre-tax loss from operations....................... - - -
Pre-tax earnings from releasing the allowance
for future losses................................ 37.1 23.2 12.0
Income tax expense................................. (6.9) (8.0) (4.1)
----------------- ----------------- -----------------
Earnings from Wind-up Annuities.................... $ 30.2 $ 15.2 $ 7.9
================= ================= =================
The Company's quarterly process for evaluating the allowance for future
losses applies the current period's results of Wind-up Annuities against
the allowance, re-estimates future losses and adjusts the allowance, if
appropriate. Additionally, as part of the Company's annual planning
process, investment and benefit cash flow projections are prepared.
These updated assumptions and estimates resulted in a release of
allowance in each of the three years presented above.
During 2004, Wind-up Annuities' average recorded investment in impaired
mortgage loans was $8.4 million; and interest income recognized on these
impaired mortgage loans totaled $1.0 million. There were no related
amounts reported in 2006 and 2005.
Income tax expense for Wind-up Annuities in 2006 included a $5.8 million
tax benefit in connection with the settlement of an IRS audit of the
1997-2001 tax years.
Real Estate Held-For-Sale
-------------------------
In 2006, one real estate property with a total book value of $34.3
million that had been previously reported in equity real estate was
reclassified as real estate held-for-sale. Prior periods have been
restated to reflect these properties as discontinued operations. At
December 31, 2006 and 2005, equity real estate held-for-sale was $32.2
million and $42.1 million, respectively, and was included in Other
assets.
F-50
17) ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
Accumulated other comprehensive (loss) income represents cumulative
gains and losses on items that are not reflected in earnings. The
balances for the past three years follow:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Unrealized gains on investments.................... $ 282.2 $ 432.3 $ 874.1
Defined benefit pensions plans..................... (449.5) - -
----------------- ----------------- -----------------
Total Accumulated Other
Comprehensive (Loss) Income...................... $ (167.3) $ 432.3 $ 874.1
================= ================= =================
The components of other comprehensive loss for the past three years
follow:
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Net unrealized (losses) gains on investments:
Net unrealized (losses) gains arising during
the period..................................... $ (416.6) $ (966.2) $ 69.4
Losses reclassified into net earnings
during the period.............................. (14.8) (41.9) (82.2)
----------------- ----------------- -----------------
Net unrealized (losses) gains on investments....... (431.4) (1,008.1) (12.8)
Adjustments for policyholders liabilities,
DAC and deferred income taxes.................. 281.3 566.3 (5.9)
----------------- ----------------- -----------------
Change in unrealized losses, net of
adjustments.................................... (150.1) (441.8) (18.7)
----------------- ----------------- -----------------
Total Other Comprehensive Loss..................... $ (150.1) $ (441.8) $ (18.7)
================= ================= =================
18) COMMITMENTS AND CONTINGENT LIABILITIES
Debt Maturities
---------------
At December 31, 2006, aggregate maturities of the long-term debt,
including any current portion of long-term debt, based on required
principal payments at maturity were $248.3 million for 2007, zero for
2008-2011 and $200.0 million thereafter.
Leases
------
The Company has entered into operating leases for office space and
certain other assets, principally information technology equipment and
office furniture and equipment. Future minimum payments under
non-cancelable operating leases for 2007 and the four successive years
are $178.6 million, $175.0 million, $162.3 million, $156.7 million,
$149.5 million and $1,500.3 million thereafter. Minimum future sublease
rental income on these non-cancelable operating leases for 2007 and the
four successive years is $6.0 million, $5.2 million, $5.0 million, $5.0
million, $4.8 million and $16.4 million thereafter.
At December 31, 2006, the minimum future rental income on non-cancelable
operating leases for wholly owned investments in real estate for 2007
and the four successive years is $106.7 million, $116.0 million, $114.8
million, $114.7 million, $114.9 million and $896.1 million thereafter.
The Company has entered into capital leases for certain information
technology equipment. Future minimum payments under non-cancelable
capital leases for 2007 and the four successive years are $.3 million,
$.3 million, $.2 million, and zero for the following two years.
F-51
Guarantees and Other Commitments
--------------------------------
The Company provides certain guarantees or commitments to affiliates,
investors and others. At December 31, 2006, these arrangements included
commitments by the Company to provide equity financing of $618.3 million
to certain limited partnerships under certain conditions. Management
believes the Company will not incur material losses as a result of these
commitments.
AXA Equitable is the obligor under certain structured settlement
agreements it had entered into with unaffiliated insurance companies and
beneficiaries. To satisfy its obligations under these agreements, AXA
Equitable owns single premium annuities issued by previously wholly
owned life insurance subsidiaries. AXA Equitable has directed payment
under these annuities to be made directly to the beneficiaries under the
structured settlement agreements. A contingent liability exists with
respect to these agreements should the previously wholly owned
subsidiaries be unable to meet their obligations. Management believes
the need for AXA Equitable to satisfy those obligations is remote.
The Company had $63.8 million of undrawn letters of credit related to
reinsurance at December 31, 2006. AXA Equitable had $46.3 million in
commitments under existing mortgage loan agreements at December 31,
2006. In February 2002, AllianceBernstein signed a $125.0 million
agreement with a commercial bank under which it guaranteed certain
obligations of SCB LLC incurred in the ordinary course of its business
in the event SCB LLC is unable to meet these obligations. At December
31, 2006, AllianceBerstein was not required to perform under the
agreement and had no liability outstanding in connection with the
agreement.
19) LITIGATION
A putative class action entitled STEFANIE HIRT, ET AL. V. THE EQUITABLE
RETIREMENT PLAN FOR EMPLOYEES, MANAGERS AND AGENTS, ET AL. was filed in
the District Court for the Southern District of New York in August 2001
against The Equitable Retirement Plan for Employees, Managers and Agents
(the "Retirement Plan") and The Officers Committee on Benefit Plans of
Equitable Life, as Plan Administrator. The action was brought by five
participants in the Retirement Plan and purports to be on behalf of "all
Plan participants, whether active or retired, their beneficiaries and
Estates, whose accrued benefits or pension benefits are based on the
Plan's Cash Balance Formula". The complaint challenged the change,
effective January 1, 1989, in the pension benefit formula from a final
average pay formula to a cash balance formula. Plaintiffs alleged that
the change to the cash balance formula violated ERISA by reducing the
rate of accruals based on age, failed to comply with ERISA's notice
requirements and improperly applied the formula to retroactively reduce
accrued benefits. The relief sought includes a declaration that the cash
balance plan violated ERISA, an order enjoining the enforcement of the
cash balance formula, reformation and damages. In April 2002, plaintiffs
filed a motion seeking to certify a class of "all Plan participants,
whether active or retired, their beneficiaries and Estates, whose
accrued benefits or pension benefits are based on the Plan's Cash
Balance Formula". Also in April 2002, plaintiffs agreed to dismiss with
prejudice their claim that the change to the cash balance formula
violated ERISA by improperly applying the formula to retroactively
reduce accrued benefits. That claim was dismissed. In March 2003,
plaintiffs filed an amended complaint elaborating on the remaining
claims in the original complaint and adding additional class and
individual claims alleging that the adoption and announcement of the
cash balance formula and the subsequent announcement of changes in the
application of the cash balance formula failed to comply with ERISA. By
order dated May 2003, the District Court, as requested by the parties,
certified the case as a class action, including a sub-class of all
current and former Plan participants, whether active, inactive or
retired, their beneficiaries or estates, who were subject to a 1991
change in application of the cash balance formula. In September 2006,
the district court granted summary judgment in favor of the defendants.
The court ruled that (a) the cash balance provisions of the Equitable
Plan do not violate the age discrimination provisions of ERISA, (b)
while the notice of plan changes provided to participants in 1990 was
not adequate, the notice of plan changes provided to participants in
1992 satisfied the ERISA notice requirements regarding delivery and
content, and (c) the claims of the named plaintiffs are barred by
statute of limitations. The Court found that other individual class
members were not precluded from asserting claims for additional benefit
accruals from January 1991 through January 1993 to the extent that such
individuals could show that the statute of limitations did not bar their
claims. In October 2006, plaintiffs filed a notice of appeal. Defendants
have cross-appealed.
In April 2004, a purported nationwide class action lawsuit was filed in
the Circuit Court for Madison County, Illinois entitled MATTHEW
WIGGENHORN V. EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES. The
lawsuit alleges that AXA Equitable uses stale prices for the foreign
securities within the investment divisions of its variable insurance
products. The complaint further alleges that AXA Equitable's use of
stale pricing diluted
F-52
the returns of the purported class. The complaint also alleges that AXA
Equitable breached its fiduciary duty to the class by allowing market
timing in general within AXA Equitable's variable insurance products,
thereby diluting the returns of the class. In June 2005, this case was
transferred by the Judicial Panel on Multidistrict Litigation to the
U.S. District Court in Maryland, where other market-timing related
litigation is pending. In June 2005, plaintiff filed an amended
complaint. In July 2005, AXA Equitable filed a motion to dismiss the
amended complaint. In June 2006, AXA Equitable's motion to dismiss the
amended complaint was granted. The plaintiff filed a notice of appeal in
June 2006.
In June 2006, AXA Equitable received a demand for arbitration from
Centre Life Insurance Company ("Centre Life") seeking to rescind the
100% quota share reinsurance agreement, effective July 1, 2000 between
Centre Life and AXA Equitable, under which Centre Life reinsures
portions of AXA Equitable's individual disability income insurance
business. The arbitration demand alleges that AXA Equitable provided
Centre Life with inaccurate and incomplete data upon which Centre Life
relied in order to establish the reinsurance premium paid by AXA
Equitable as consideration in the transaction. The demand alternatively
seeks damages for the increase in reserves Centre Life alleges it was
caused to record as a result of the difference in the data it originally
relied upon and its present assessment of the data. The demand further
alleges that Centre Life has paid expenses relating to the business in
excess of its liability under the reinsurance agreement. Discovery is
ongoing.
Beginning with the first action commenced in July 2006, there are two
putative class actions pending in Federal court, MEOLA V. AXA ADVISORS,
ET AL., in the District Court for the Northern District of California
and BOLEA V. AXA ADVISORS, LLC, ET. AL., in the District Court for the
Western District of Pennsylvania, against AXA Equitable, alleging
certain wage and hour violations. Each of the cases seek substantially
the same relief under essentially the same theories of recovery (i.e.,
violation of the Fair Labor Standards Act ("FLSA") for failure to pay
minimum wage and overtime and violation of similar provisions under
state labor laws in the respective states). Plaintiffs in MEOLA and
BOLEA seek certification of nationwide collection action under the FLSA,
and certification of statewide class actions under the respective
California and Pennsylvania state labor laws covering all "securities
brokers" from 2002 to 2006. In addition, plaintiffs seek compensatory
damages, restitution of all wages improperly withheld or deducted,
punitive damages, penalties, and attorneys' fees. In January 2007, AXA
Equitable filed an answer in MEOLA.
ALLIANCEBERNSTEIN LITIGATION
In April 2002, a consolidated complaint entitled IN RE ENRON CORPORATION
SECURITIES LITIGATION ("Enron Complaint") was filed in the United States
District Court for the Southern District of Texas, Houston Division,
against numerous defendants, including AllianceBernstein, alleging that
AllianceBernstein violated Sections 11 and 15 of the Securities Act of
1933, as amended ("Securities Act"), with respect to a registration
statement filed by Enron Corp. In January 2007, the Court issued a final
judgment dismissing the Enron Complaint as the allegations therein
pertained to AllianceBernstein. The parties have agreed that there will
be no appeal.
Market Timing-Related Matters
In October 2003, a purported class action complaint entitled HINDO, ET
AL. V. ALLIANCEBERNSTEIN GROWTH & INCOME FUND, ET AL. ("Hindo
Complaint") was filed against AllianceBernstein, AllianceBernstein
Holding, AllianceBernstein Corporation, AXA Financial, certain
investment company funds (the "U.S. Funds") distributed by
AllianceBernstein Investments, Inc., a wholly-owned subsidiary of
AllianceBernstein, the registrants and issuers of those funds, certain
officers of AllianceBernstein (the "AllianceBernstein defendants"), and
certain other unaffiliated defendants, as well as unnamed Doe
defendants. The Hindo Complaint was filed in the United States District
Court for the Southern District of New York by alleged shareholders of
two of the U.S. Funds. The Hindo Complaint alleges that certain of the
AllianceBernstein defendants failed to disclose that they improperly
allowed certain hedge funds and other unidentified parties to engage in
"late trading" and "market timing" of U.S. Fund securities, violating
Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of
the Exchange Act, and Sections 206 and 215 of the Investment Advisers
Act of 1940 (the "Advisers Act"). Plaintiffs seek an unspecified amount
of compensatory damages and rescission of their contracts with
AllianceBernstein, including recovery of all fees paid to
AllianceBernstein pursuant to such contracts.
Since October 2003, additional lawsuits making factual allegations
generally similar to those in the Hindo Complaint were filed in various
Federal and state courts against AllianceBernstein and certain other
defendants. All state court actions against AllianceBernstein either
were voluntarily dismissed or removed to Federal court.
F-53
In February 2004, the Judicial Panel on Multidistrict Litigation ("MDL
Panel") transferred all Federal actions to the United States District
Court for the District of Maryland ("Mutual Fund MDL"). All of the
actions removed to the Federal court also were transferred to the Mutual
Fund MDL. In September 2004, plaintiffs filed consolidated amended
complaints with respect to four claim types: mutual fund shareholder
claims; mutual fund derivative claims; derivative claims brought on
behalf of AllianceBernstein Holding; and claims brought under ERISA by
participants in the Profit Sharing Plan for Employees of
AllianceBernstein. All four complaints included substantially identical
factual allegations, which appear to be based in large part on the SEC
Order and the NYAG Assurance of Discontinuance ("NYAG AoD").
In April 2006, AllianceBernstein and attorneys for the plaintiffs in the
mutual fund shareholder claims, mutual fund derivative claims, and ERISA
claims entered into a confidential memorandum of understanding ("MOU")
containing their agreement to settle these claims. The agreement will be
documented by a stipulation of settlement and will be submitted for
court approval at a later date. The settlement amount was disbursed. The
derivative claims brought on behalf of AllianceBernstein Holding, in
which plaintiffs seek an unspecified amount of damages, remain pending.
In April 2005, a complaint entitled THE ATTORNEY GENERAL OF THE STATE OF
WEST VIRGINIA V. AIM ADVISORS, INC., ET AL. ("WVAG Complaint") was filed
against AllianceBernstein, AllianceBernstein Holding, and various other
unaffiliated defendants. The WVAG Complaint was filed in the Circuit
Court of Marshall County, West Virginia by the Attorney General of the
State of West Virginia. The WVAG Complaint makes factual allegations
generally similar to those in the Hindo Complaint. In October 2005, the
WVAG Complaint was transferred to the Mutual Fund MDL. In August 2005,
the WV Securities Commissioner signed a Summary Order to Cease and
Desist, and Notice of Right to Hearing ("Summary Order") addressed to
AllianceBernstein and AllianceBernstein Holding. The Summary Order
claims that AllianceBernstein and AllianceBernstein Holding violated the
West Virginia Uniform Securities Act and makes factual allegations
generally similar to those in the SEC Order and NYAG AoD. In September
2006, AllianceBernstein and AllianceBernstein Holding filed an answer
and moved to dismiss the Summary Order with the WV Securities
Commission.
Revenue Sharing-Related Matters
In June 2004, a purported class action complaint entitled AUCOIN, ET AL.
V. ALLIANCE CAPITAL MANAGEMENT L.P., ET AL. ("Aucoin Complaint") was
filed against AllianceBernstein, AllianceBernstein Holding,
AllianceBernstein Corporation, AXA Financial, AllianceBernstein
Investments, Inc., certain current and former directors of the U.S.
Funds, and unnamed Doe defendants. The Aucoin Complaint names the U.S.
Funds as nominal defendants. The Aucoin Complaint was filed in the
United States District Court for the Southern District of New York by an
alleged shareholder of the AllianceBernstein Growth & Income Fund. The
Aucoin Complaint alleges, among other things, (i) that certain of the
defendants improperly authorized the payment of excessive commissions
and other fees from U.S. Fund assets to broker-dealers in exchange for
preferential marketing services, (ii) that certain of the defendants
misrepresented and omitted from registration statements and other
reports material facts concerning such payments, and (iii) that certain
defendants caused such conduct as control persons of other defendants.
The Aucoin Complaint asserts claims for violation of Sections 34(b),
36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of
the Advisers Act, breach of common law fiduciary duties, and aiding and
abetting breaches of common law fiduciary duties. Plaintiffs seek an
unspecified amount of compensatory damages and punitive damages,
rescission of their contracts with AllianceBernstein, including recovery
of all fees paid to AllianceBernstein pursuant to such contracts, an
accounting of all U.S. Fund-related fees, commissions and soft dollar
payments, and restitution of all unlawfully or discriminatorily obtained
fees and expenses.
In February 2005, plaintiffs filed a consolidated amended class action
complaint (the "Aucoin Consolidated Amended Complaint") that asserts
claims substantially similar to the Aucoin Complaint and the nine
additional subsequently filed lawsuits. In October 2005, the District
Court dismissed each of the claims set forth in the Aucoin Consolidated
Amended Complaint, except for plaintiffs' claim under Section 36(b) of
the Investment Company Act. In January 2006, the District Court granted
defendants' motion for reconsideration and dismissed the remaining claim
under Section 36(b) of the Investment Company Act. In May 2006, the
District Court denied plaintiffs' motion for leave to file their amended
complaint. In July 2006, plaintiffs filed a notice of appeal, which was
subsequently withdrawn subject to plaintiffs right to reinstate it at a
later date.
-----------------------------------
F-54
Although the outcome of litigation generally cannot be predicted with
certainty, management intends to vigorously defend against the
allegations made by the plaintiffs in the actions described above and
believes that the ultimate resolution of the litigations described above
involving AXA Equitable and/or its subsidiaries should not have a
material adverse effect on the consolidated financial position of the
Company. Management cannot make an estimate of loss, if any, or predict
whether or not any of the litigations described above will have a
material adverse effect on the Company's consolidated results of
operations in any particular period.
In addition to the type of matters described above, a number of lawsuits
have been filed against life and health insurers in the jurisdictions in
which AXA Equitable and its respective insurance subsidiaries do
business involving insurers' sales practices, alleged agent misconduct,
alleged failure to properly supervise agents, contract administration
and other matters. Some of the lawsuits have resulted in the award of
substantial judgments against other insurers, including material amounts
of punitive damages, or in substantial settlements. In some states,
juries have substantial discretion in awarding punitive damages. AXA
Equitable and AXA Life, like other life and health insurers, from time
to time are involved in such litigations. Some of these actions and
proceedings filed against AXA Equitable and its subsidiaries have been
brought on behalf of various alleged classes of claimants and certain of
these claimants seek damages of unspecified amounts. While the ultimate
outcome of such matters cannot be predicted with certainty, in the
opinion of management no such matter is likely to have a material
adverse effect on the Company's consolidated financial position or
results of operations. However, it should be noted that the frequency of
large damage awards, including large punitive damage awards that bear
little or no relation to actual economic damages incurred by plaintiffs
in some jurisdictions, continues to create the potential for an
unpredictable judgment in any given matter.
20) INSURANCE GROUP STATUTORY FINANCIAL INFORMATION
AXA Equitable is restricted as to the amounts it may pay as dividends to
AXA Financial. Under the New York Insurance Law, a domestic life insurer
may, without prior approval of the Superintendent, pay a dividend to its
shareholders not exceeding an amount calculated based on a statutory
formula. This formula would permit AXA Equitable to pay shareholder
dividends not greater than $649.6 million during 2007. Payment of
dividends exceeding this amount requires the insurer to file notice of
its intent to declare such dividends with the Superintendent who then
has 30 days to disapprove the distribution. For 2006, 2005 and 2004, the
Insurance Group statutory net income totaled $532.3 million, $780.4
million and $571.4 million, respectively. Statutory surplus, capital
stock and Asset Valuation Reserve ("AVR") totaled $7,907.5 million and
$6,241.7 million at December 31, 2006 and 2005, respectively. In 2006,
2005 and 2004, respectively, AXA Equitable paid shareholder dividends of
$600.0 million, $500.0 million and $500.0 million.
At December 31, 2006, the Insurance Group, in accordance with various
government and state regulations, had $32.2 million of securities
deposited with such government or state agencies.
At December 31, 2006 and for the year then ended, there were no
differences in net income and capital and surplus resulting from
practices prescribed and permitted by the State of New York Insurance
Department ("NYID") and those prescribed by NAIC Accounting Practices
and Procedures effective at December 31, 2006.
Accounting practices used to prepare statutory financial statements for
regulatory filings of stock life insurance companies differ in certain
instances from GAAP. The differences between statutory surplus and
capital stock determined in accordance with Statutory Accounting
Principles ("SAP") and total shareholder's equity under GAAP are
primarily: (a) the inclusion in SAP of an AVR intended to stabilize
surplus from fluctuations in the value of the investment portfolio; (b)
future policy benefits and policyholders' account balances under SAP
differ from GAAP due to differences between actuarial assumptions and
reserving methodologies; (c) certain policy acquisition costs are
expensed under SAP but deferred under GAAP and amortized over future
periods to achieve a matching of revenues and expenses; (d) under SAP,
income taxes are provided on the basis of amounts currently payable with
provisions made for deferred amounts that reverse within one year while
under GAAP, deferred taxes are recorded for temporary differences
between the financial statements and tax basis of assets and liabilities
where the probability of realization is reasonably assured; (e) the
valuation of assets under SAP and GAAP differ due to different
investment valuation and depreciation methodologies, as well as the
deferral of interest-related realized capital gains and losses on fixed
income investments; (f) the valuation of the investment in
AllianceBernstein and
F-55
AllianceBernstein Holding under SAP reflects a portion of the market
value appreciation rather than the equity in the underlying net assets
as required under GAAP; (g) the provision for future losses of the
discontinued Wind-Up Annuities business is only required under GAAP; (h)
reporting the surplus notes as a component of surplus in SAP but as a
liability in GAAP; (i) computer software development costs are
capitalized under GAAP but expensed under SAP; and (j) certain assets,
primarily pre-paid assets, are not admissible under SAP but are
admissible under GAAP.
The following reconciles the Insurance Group's statutory change in
surplus and capital stock and statutory surplus and capital stock
determined in accordance with accounting practices prescribed by the
NYID with net earnings and equity on a GAAP basis.
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- -----------------
(IN MILLIONS)
Net change in statutory surplus and
capital stock.................................... $ 1,386.5 $ 779.6 $ 196.8
Change in AVR...................................... 279.3 260.6 528.1
----------------- ----------------- -----------------
Net change in statutory surplus, capital stock
and AVR.......................................... 1,665.8 1,040.2 724.9
Adjustments:
Future policy benefits and policyholders'
account balances............................... (126.0) (51.9) (398.8)
DAC.............................................. 674.1 598.0 529.2
Deferred income taxes............................ 517.3 227.6 122.5
Valuation of investments......................... 2.6 40.0 10.1
Valuation of investment subsidiary............... (2,122.7) (1,278.3) (460.3)
Change in fair value of guaranteed minimum
income benefit reinsurance contracts........... (14.8) 42.6 61.0
Shareholder dividends paid...................... 600.0 500.0 500.0
Changes in non-admitted assets................... (57.4) .5 (74.7)
Other, net....................................... (90.9) (75.8) (98.9)
GAAP adjustments for Wind-up Annuities .......... 28.8 30.9 14.9
----------------- ----------------- -----------------
Consolidated Net Earnings ...................... $ 1,076.8 $ 1,073.8 $ 929.9
================= ================= =================
[Enlarge/Download Table]
DECEMBER 31,
---------------------------------------------------------
2006 2005 2004
----------------- ----------------- ------------------
(IN MILLIONS)
Statutory surplus and capital stock................ $ 6,497.6 $ 5,111.1 $ 4,331.5
AVR................................................ 1,409.9 1,130.6 870.0
----------------- ----------------- ------------------
Statutory surplus, capital stock and AVR........... 7,907.5 6,241.7 5,201.5
Adjustments:
Future policy benefits and policyholders'
account balances............................... (1,926.0) (1,934.0) (1,882.1)
DAC.............................................. 8,316.5 7,557.3 6,813.9
Deferred income taxes............................ (627.1) (1,294.6) (1,770.4)
Valuation of investments......................... 867.9 1,281.6 2,237.6
Valuation of investment subsidiary............... (5,374.3) (3,251.6) (1,973.3)
Fair value of guaranteed minimum income
benefit reinsurance contracts.................. 117.8 132.6 90.0
Non-admitted assets.............................. 994.5 1,056.0 1,055.5
Issuance of surplus notes........................ (524.8) (524.8) (599.7)
Adjustment to initially apply SFAS No.158,
net of income taxes............................ (449.5) - -
Other, net....................................... 239.8 258.3 147.9
GAAP adjustments for Wind-up Annuities .......... (59.9) (80.6) (96.4)
----------------- ----------------- ------------------
Consolidated Shareholder's Equity.................. $ 9,482.4 $ 9,441.9 $ 9,224.5
================= ================= ==================
F-56
21) BUSINESS SEGMENT INFORMATION
The following tables reconcile segment revenues and earnings from
continuing operations before income taxes to total revenues and earnings
as reported on the consolidated statements of earnings and segment
assets to total assets on the consolidated balance sheets, respectively.
[Enlarge/Download Table]
2006 2005 2004
----------------- ----------------- ------------------
(IN MILLIONS)
SEGMENT REVENUES:
Insurance.......................................... $ 5,974.7 $ 5,764.1 $ 5,447.7
Investment Management (1).......................... 4,002.7 3,265.0 3,060.0
Consolidation/elimination.......................... (90.0) (84.7) (82.8)
----------------- ----------------- ------------------
Total Revenues..................................... $ 9,887.4 $ 8,944.4 $ 8,424.9
================= ================= ==================
(1) Intersegment investment advisory and other fees of approximately
$120.8 million, $123.7 million and $118.4 million for 2006, 2005
and 2004, respectively, are included in total revenues of the
Investment Management segment.
[Enlarge/Download Table]
SEGMENT EARNINGS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES AND MINORITY INTEREST:
Insurance.......................................... $ 889.7 $ 1,120.0 $ 947.9
Investment Management.............................. 1,190.0 924.2 728.8
Consolidation/elimination.......................... - - (.9)
----------------- ----------------- ------------------
Total Earnings from Continuing Operations
before Income Taxes and Minority Interest....... $ 2,079.7 $ 2,044.2 $ 1,675.8
================= ================= ==================
[Enlarge/Download Table]
DECEMBER 31,
------------------------------------
2006 2005
----------------- -----------------
(In Millions)
SEGMENT ASSETS:
Insurance.......................................... $ 133,047.0 $ 118,825.8
Investment Management.............................. 16,239.4 15,161.4
Consolidation/elimination.......................... (.3) 2.0
----------------- -----------------
Total Assets....................................... $ 149,286.1 $ 133,989.2
================= =================
In accordance with SEC regulations, securities with a fair value of
$1.86 billion and $1.72 billion have been segregated in a special
reserve bank custody account at December 31, 2006 and 2005, respectively
for the exclusive benefit of securities broker-dealer or brokerage
customers under Rule 15c3-3 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
F-57
22) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The quarterly results of operations for 2006 and 2005 are summarized
below:
[Enlarge/Download Table]
THREE MONTHS ENDED
------------------------------------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
----------------- ----------------- ------------------ ------------------
(IN MILLIONS)
2006
----
Total Revenues................ $ 2,244.5 $ 2,609.6 $ 2,415.3 $ 2,618.0
================= ================= ================== ==================
Earnings from Continuing
Operations.................. $ 234.4 $ 316.7 $ 282.0 $ 219.4
================= ================= ================== ==================
Net Earnings.................. $ 235.2 $ 314.2 $ 308.6 $ 218.8
================= ================= ================== ==================
2005
----
Total Revenues................ $ 2,212.6 $ 2,223.1 $ 2,149.5 $ 2,359.2
================= ================= ================== ==================
Earnings from
Continuing Operations....... $ 265.5 $ 278.3 $ 281.6 $ 232.7
================= ================= ================== ==================
Net Earnings.................. $ 265.0 $ 278.6 $ 296.8 $ 233.4
================= ================= ================== ==================
F-58
PART C
OTHER INFORMATION
-----------------
Item 29. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements included in Part B.
The following are included in the Statements of Additional
Information for Members Retirement Program and Retirement
Investment Account:
1. Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled), 13
(Pooled) (The Alliance Mid Cap Growth, Common Stock, Balanced
and Bond Funds), and 66:
- Report of Independent Registered Public Accounting Firm -
PricewaterhouseCoopers LLP
2. Separate Account No. 3 (Pooled):
- Statements of Assets and Liabilities, December 31, 2006
- Statements of Operations and Changes in Net Assets for the
Year Ended December 31, 2006 and 2005
- Portfolio of Investments, December 31, 2006
3. Separate Account No. 4 (Pooled):
- Statements of Assets and Liabilities, December 31, 2006
- Statements of Operations and Changes in Net Assets for the
Years Ended December 31, 2006 and 2005
- Portfolio of Investments, December 31, 2006
4. Separate Account No. 10 (Pooled):
- Statement of Assets and Liabilities December 31, 2006
- Statements of Operations and Changes in Net Assets for the
Years Ended December 31, 2006 and 2005
- Portfolio of Investments, December 31, 2006
5. Separate Account No. 13 (Pooled):
- Statements of Assets and Liabilities, December 31, 2006
- Statements of Operations and Changes in Net Assets for the
Years Ended December 31, 2006 and 2005
- Portfolio of Investments, December 31, 2006
6. Separate Account No. 66:
- Statement of Assets and Liabilities, December 31, 2006
- Statements of Operations and Changes in Net Assets for the
Years Ended December 31, 2006 and 2005
7. Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled), 13
(Pooled), and 66: Notes to Financial Statements
8. AXA Equitable Life Insurance Company:
- Report of Independent Registered Public Accounting Firm -
PricewaterhouseCoopers LLP
- Consolidated Balance Sheets, as of December 31, 2005 and 2004
- Consolidated Statements of Earnings for the Years Ended
December 31, 2006, 2005 and 2004
C-1
- Consolidated Statements of Shareholder's Equity for the Years
Ended December 31, 2006, 2005 and 2004
- Consolidated Statements of Cash Flows for the Years Ended
December 31, 2006, 2005 and 2004
- Notes to Consolidated Financial Statements
9. AllianceBernstein L.P.:
- Report of Independent Registered Public Accounting Firm -
KPMG LLP
- Consolidated Statement of Financial Condition as of
December 31, 2005;
- Consolidated Statements of Income for the Years Ended
December 31, 2005 and 2004;
- Consolidated Statements of Changes in Partners' Capital and
Comprehensive Income for the Years Ended December 31, 2005
and 2004;
- Consolidated Statements of Cash Flows for the Years Ended
December 31, 2005 and 2004;
- Notes to Consolidated Financial Statements.
10. AllianceBernstein Holding L.P.:
- Report of Independent Registered Public Accounting Firm -
KPMG LLP
- Statement of Financial Condition as of December 31, 2005;
- Statements of Income for the Years Ended December 31, 2005
and 2004;
- Statements of Changes in Partners' Capital and Comprehensive
Income for the Years Ended December 31, 2005 and 2004;
- Statements of Cash Flows for the Years Ended December 31,
2005 and 2004;
- Notes to Financial Statements.
The following are included in the Statement of Additional Information
relating to the American Dental Association Program:
11. Separate Account No. 4 (Pooled)
(The Growth Equity, Foreign and Aggressive Equity Accounts):
- Report of Independent Registered Public Accounting Firm -
PricewaterhouseCoopers, LLP
12. Separate Account No. 4 (Pooled):
- Statement of Assets and Liabilities, December 31, 2006
- Statements of Operations and Changes in Net Assets for the
Years Ended December 31, 2006 and 2005
- Portfolio of Investments, December 31, 2006
- Notes to Financial Statements
13. Separate Account Nos. 191, 200 and 206:
- Report of Independent Registered Public Accounting Firm
14. Separate Account No. 191:
- Statement of Assets and Liabilities, December 31, 2006
- Statements of Operations and Changes in Net Assets for the
Years Ended December 31, 2006 and 2005
15. Separate Account No. 200:
- Statement of Assets and Liabilities
- Statement of Operations and Changes in Net Assets for the
Years Ended December 31, 2006 and 2005
16. Separate Account No. 206:
- Statements of Assets and Liabilities, December 31, 2006
- Statements of Operations for the Year Ended December 31,
2006
- Statement of Changes in Net Assets for the Years Ended
December 31, 2006
17. Separate Account Nos. 191, 200 and 206:
- Notes to Audited Financial Statements
18. Schedule X:
- Supplementary Income Statement Information, December 31,
2006 and 2005
19. Schedule XII:
- Mortgage Loans Receivable on Real Estate, December 31, 2006
and 2005
20. AXA Equitable Life Insurance Company:
- Report of Independent Registered Public Accounting Firm -
PricewaterhouseCoopers, LLP
- Consolidated Balance Sheets, December 31, 2006 and 2005
- Consolidated Statements of Earnings for the Years Ended
December 31, 2006, 2005 and 2004
- Consolidated Statements of Equity for the Years Ended
December 31, 2006, 2005 and 2004
- Consolidated Statements of Cash Flows for the Years Ended
December 31, 2006, 2005 and 2004.
21. AllianceBernstein L.P.:
- Report of Independent Registered Public Accounting Firm -
KPMG LLP
- Consolidated Statement of Financial Condition as of December
31, 2005;
- Consolidated Statements of Income for the Years Ended
December 31, 2005 and 2004;
- Consolidated Statements of Changes in Partners' Capital and
Comprehensive Income for the Years Ended December 31, 2005
and 2004;
- Consolidated Statements of Cash Flows for the Years Ended
December 31, 2005 and 2004;
- Notes to Consolidated Financial Statements.
22. AllianceBernstein Holding L.P.:
- Report of Independent Registered Public Accounting Firm -
KPMG LLP
- Statement of Financial Condition as of December 31, 2005;
- Statements of Income for the Years Ended December 31, 2005
and 2004;
- Statements of Changes in Partners' Capital and Comprehensive
Income for the Years Ended December 31, 2005 and 2004;
- Statements of Cash Flows for the Years Ended December 31,
2005 and 2004;
- Notes to Financial Statements.
(b) Exhibits.
The following Exhibits correspond to those required by paragraph (b)
of Item 29 as to exhibits in Form N-3:
1. (a) Resolutions of the Board of Directors of AXA Equitable
Life Insurance Company ("AXA Equitable") authorizing
the establishment of Separate Account Nos. 3, 4 and 10
and additional similar separate accounts, incorporated
by reference to Registration No. 2-91983 on Form N-3 of
Registrant, filed April 14, 1986.
(b) Resolutions of the Board of Directors of The Equitable
Life Assurance Society of the United States
("Equitable") authorizing the establishment of
Equitable's Separate Account Nos. 4, 30, and 191,
incorporated by reference to Post-Effective Amendment
No. 1 on Form N-3 to Registration Statement 33-46995,
filed July 22, 1992.
(c) Resolutions of the Board of Directors of the Equitable
authorizing the establishment of Equitable's Separate
Account 200, dated September 5, 1995, incorporated by
reference to Exhibit 1(b) to Registration Statement No.
333-50967, filed February 5, 1999.
(d) Action, dated April 6, 1999 regarding the Establishment
of Separate Account 206, incorporated herein by
reference to Exhibit 1(c) to Registration Statement No.
333-77117 on Form N-4, filed October 25, 1999.
2. Not Applicable.
3. Not Applicable.
4. (a) Investment Advisory Agreement between Equitable and
Equitable Investment Management Corporation dated
October 31, 1983, incorporated by reference to
Registration No. 2-91983 on Form N-3 of Registrant
filed on April 14, 1986.
(b) Investment Advisory and Management Agreement by and
between Alliance Capital Management L.P., Alliance
Corporate Finance Group Incorporated, an indirect
wholly owned subsidiary of Alliance, and The Equitable
Life Assurance Society of the United States,
incorporated by reference to Exhibit No. 4(b) to
Registration Statement No. 33-76028 filed on
March 3, 1994.
(c) Participation Agreement among EQ Advisors Trust, The
Equitable Life Assurance Society of the United States,
Equitable Distributors, Inc. and EQ Financial
Consultants, Inc. (now AXA Advisors, LLC), dated as of
the 14th day of April 1997, incorporated by reference to
the Registration Statement of EQ Advisors Trust (File
No. 333-17217) on Form N-1A, filed August 28, 1997.
(d) Form of Participation Agreement among AXA Premier VIP
Trust, The Equitable Life Assurance Society of the
United States, Equitable Distributors, Inc., AXA
Distributors LLC, and AXA Advisors, LLC, incorporated
by reference to Exhibit No. 8(b) to Registration
Statement File No. 333-60730, filed on December 5,
2001.
(e) Investment Management Agreement by and among (i) the
Trustees of the American Dental Association Members
Retirement Trust and of the American Dental Association
Members Pooled Trust for Retirement Plans, (ii) the
Committee of Separate Account No. 191 of The Equitable
Life Assurance Society of the United States, and (iii)
The Equitable Life Assurance Society of the United
States in its capacity as insurer and owner of the
assets of Separate Account No. 191 and as an Investment
Manager of Separate Account No. 191 to the extent
described therein, incorporated by reference to
Registration No. 33-46995 on Form N-3 of Registrant,
filed April 8, 1992.
5. (a) Sales Agreement, dated as of January 1, 1996, by and
among Equico Securities, Inc., Equitable, and Separate
Account A, Separate Account No. 301 and Separate
Account No. 51, incorporated by reference to Exhibit
No. 4(d) to Registration Statement No. 33-76028 filed
on April 29, 1996.
(b) Distribution Agreement for services by The Equitable
Life Assurance Society of the United States to AXA
Network, LLC and its subsidiaries dated January 1, 2000,
incorporated by reference to Exhibit No. 3(d) to
Registration Statement File No. 33-58950, filed on
April 19, 2001.
(c) Distribution Agreement for services by AXA Network, LLC
and its subsidiaries to The Equitable Life Assurance
Society of the United States dated January 1, 2000,
incorporated by reference to Exhibit No. 3(e) to
Registration File No. 33-58950, filed on April 19, 2001.
(d) General Agent Sales Agreement dated January 1, 2000
between The Equitable Life Assurance Society of the
United States and AXA Network, LLC and its subsidiaries,
incorporated herein by reference to Exhibit 3(h) to the
Registration Statement on Form N-4, File No. 2-30070,
filed April 19, 2005.
(e) First Amendment to General Agent Sales Agreement dated
January 1, 2000 between The Equitable Life Assurance
Society of the United States and AXA Network, LLC and
its subsidiaries, incorporated herein by reference to
Exhibit 3(i) to the Registration Statement on Form N-4,
File No. 2-30070, filed April 19, 2004.
(f) Second Amendment to General Agent Sales Agreement dated
January 1, 2000 between The Equitable Life Assurance
Society of the United States and AXA Network, LLC and
its subsidiaries, incorporated herein by reference to
Exhibit 3(j) to the Registration Statement on Form N-4,
File No. 2-30070, filed April 19, 2004.
(g) Third Amendment to General Agent Sales Agreement dated
as of January 1, 2000 by and between The Equitable Life
Assurance Society of the United States and AXA Network,
LLC and its subsidiaries incorporated herein by
reference to Registration Statement on Form N-4 (File
No. 333-127445), filed on August 11, 2005.
(h) Fourth Amendment to General Agent Sales Agreement dated
as of January 1, 2000 by and between The Equitable Life
Assurance Society of the United States and AXA Network,
LLC and its subsidiaries incorporated herein by
reference to Registration Statement on Form N-4 (File
No. 333-127445), filed on August 11, 2005.
(i) Fifth Amendment, dated as of November 1, 2006, to
General Agent Sales Agreement dated as of January 1,
2000 by and between The Equitable Life Assurance
Society of the United States and AXA Network, LLC and
its subsidiaries incorporated herein by reference
Exhibit 4 (p) to the Registration Statement on Form N-4
(File No. 2-30070), filed on April 24, 2007.
(j) Form of Sales Agreement between Equitable Variable Life
Insurance Company and The Equitable Life Assurance
Society of the United States for itself and on behalf of
its Separate Account No. 51, incorporated by reference
to Post-Effective Amendment No. 2 to Registration No.
33-46995 on Form N-3 of Registrant, filed March 2, 1993.
(k) Sales Agreement dated as of January 1, 1994 by and among
Equico Securities, Inc.(now AXA Advisors, LLC),
Equitable, and Separate Account A, Separate Account No.
301 and Separate Account No. 51, incorporated by
reference to Registration Statement No. 33-91588 on Form
N-3 of Registrant, filed on April 26, 1995.
The following Exhibits relate to the Retirement Investment
Account:
6. (a)1 Group Annuity Contract AC 5000 - 83T (No. 15,740)
between Equitable and United States Trust Company of
New York as Trustee under Retirement Investment
Account Master Retirement Trust, incorporated by
reference to Registration No. 2-91983 on Form N-3 of
Registrant filed April 14, 1986.
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(a)2 Riders 1, 2, 3, 4, 5, 6 and 7 to Group Annuity
Contract AC 5000 - 83T (No. 15,740) between Equitable
and United States Trust Company of New York as Trustee
under Retirement Investment Account Master Retirement
Trust, as executed, incorporated by reference to
Registration No. 2-91983 on Form N-3 of Registrant
filed April 28, 1988.
(a)3 Form of Rider 8 to Group Annuity Contract AC 5000 -
83T (No. 15,740) between Equitable and United States
Trust Company of New York as Trustee under Retirement
Investment Account Master Retirement Trust,
incorporated by reference to Registration No. 2-91983
on Form N-3 of Registrant filed February 25, 1992.
(a)4 Form of Rider 9 to Group Annuity Contract AC 5000 -
83T between Equitable and United States Trust Company
of New York as Trustee under Retirement Investment
Account Master Retirement Trust, incorporated by
reference to Exhibit No. 6(a)4 to Registration
Statement No. 33-76028 filed on March 3, 1994.
(b)1 Group Annuity Contract AC 5000 - 83E (No. 15,739)
between Equitable and United States Trust Company of
New York as Trustee under Retirement Investment
Account Retirement Trust, incorporated by reference to
Registration No. 2-91983 on Form N-3 of Registrant
filed April 14, 1986.
(b)2 Riders l, 2, 3, 4, 5, 6 and 7 to Group Annuity
Contract AC 5000 - 83E (No. 15,739) between Equitable
and United States Trust Company of New York as Trustee
under Retirement Investment Account Retirement Trust,
as executed, incorporated by reference to Registration
No. 2-91983 on Form N-3 of Registrant filed April 14,
1986.
(b)3 Form of Rider 8 to Group Annuity Contract AC 5000 -
83E (No. 15,739) between Equitable and United States
Trust Company of New York, as Trustee under Retirement
Investment Account Master Retirement Trust,
incorporated by reference to Registration No. 2-91983
on Form N-3 of Registrant filed February 25, 1992.
(b)4 Form of Rider 9 to Group Annuity Contract AC 5000 -
83E between Equitable and United States Trust Company
of New York, as Trustee under Retirement Investment
Account Master Retirement Trust, incorporated by
reference to Exhibit No. 6(b)4 to Registration
Statement No. 33-76028 filed on March 3, 1994.
(c)1 Retirement Investment Account Master Retirement Trust
effective as of January 1, 1979, incorporated by
reference to Registration No. 2-91983 on Form N-3 of
Registrant filed April 14, 1986.
(c)2 Amendment to the Retirement Investment Account Master
Retirement Trust effective July 1, 1984,incorporated
by
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reference to Registration No. 2-91983 on Form N-3 of
Registrant filed April 14, 1986.
(c)3 Revised Retirement Investment Account Master
Retirement Trust effective as of March 1, 1990,
incorporated by reference to Registration No. 2-91983
on Form N-3 of Registrant filed April 27, 1990.
(c)4 Form of Restated Retirement Investment Account Master
Retirement Trust as submitted to the Internal Revenue
Service, incorporated by reference to Registration No.
2-91983 on Form N-3 of Registrant filed February 25,
1992.
The following Exhibits relate to the Members Retirement
Program:
(d) Exhibit 6(e) (Copy of Group Annuity Contract AC 6059,
effective August 30, 1984, among the United States Trust
Company of New York and The Equitable Life Assurance
Society of the United States), incorporated by reference
to Registration No. 33-21417 on Form N-3 of Registrant,
filed April 26, 1988.
(e) Exhibit 6(f) (Form of Rider No. 1 to Group Annuity
Contract AC 6059 between the United States Trust Company
of New York and The Equitable Life Assurance Society of
the United States), incorporated by reference to
Registration No. 33-34554 on Form N-3 of Registrant,
filed April 26, 1990.
(f) Exhibit 6(g) (Form of Rider No. 2 to Group Annuity
Contract AC 6059 between the United States Trust Company
of New York and The Equitable Life Assurance Society of
the United States), incorporated by reference to
Registration No. 33-34554 on Form N-3 of Registrant,
filed April 26, 1990.
(g) Form of Rider No. 3 to Group Annuity Contract AC 6059
between the United States Trust Company of New York and
The Equitable Life Assurance Society of the United
States, incorporated by reference to Registration No.
33-46995 on Form N-3 of Registrant, filed April 8, 1992.
(h) Form of Rider No. 4 to Group Annuity Contract AC 6059
between the United States Trust Company of New York and
The Equitable Life Assurance Society of the United
States, incorporated by reference to Post-Effective
Amendment No. 2 to Registration No. 33-46995 on Form N-3
of Registrant, filed March 2, 1993.
(i) Form of Rider No. 5 to Group Annuity Contract AC 6059
between The Chase Manhattan Bank, N.A. and The Equitable
Life Assurance Society of the United States,
incorporated by reference to Post-Effective Amendment
No. 2 to Registration Statement No. 33-91588 on Form N-3
of Registrant, filed April 29, 1997.
(j) Form of Rider No. 6 to Group Annuity Contract AC 6059
between The Chase Manhattan Bank, N.A. and The Equitable
Life Assurance Society of the United States, filed
herewith.
(k) Form of Rider No. 7 to Group Annuity Contract AC 6059
between The Chase Manhattan Bank, N.A. and The Equitable
Life Assurance Society of the United States, filed
herewith.
(l) Form of Rider No. 8 to Group Annuity Contract AC 6059
between The Chase Manhattan Bank, N.A. and The Equitable
Life Assurance Society of the United States, filed
herewith.
The following Exhibits relate to the American Dental
Association Program:
(m) Exhibit 6(a)(2) (Group Annuity Contract AC 2100, as
amended and restated effective February 1, 1991 on
contract Form No. APC 1,000-91, among the Trustees of
the American Dental Association Members Retirement
Trust, the American Dental Association Members Pooled
Trust for Retirement Plans and The Equitable Life
Assurance Society of the United States), incorporated
by reference to Post-Effective Amendment No. 1 to
Registration Statement 33-40162 on Form N-3 of
Registrant, filed December 20, 1991.
(n) Rider No.1 to Group Annuity Contract AC 2100 among the
Trustees of the American Dental Association Members
Retirement Trust, the American Dental Association
Members Pooled Trust for Retirement Plans and The
Equitable Life Assurance Society of the United States,
incorporated by reference to Registration No. 33-46995
on Form N-3 of Registrant, filed April 8, 1992.
(o) Form of Rider No. 2 to Group Annuity Contract AC 2100
among the Trustees of the American Dental Association
Members Retirement Trust, the American Dental
Association Members Pooled Trust for Retirement Plans
and The Equitable Life Assurance Society of the United
States, incorporated by reference to Registration No.
33-46995 on Form N-3 of Registrant, filed April 8, 1992.
(p) Rider No. 3 to Group Annuity Contract AC 2100 among the
Trustees of the American Dental Association Members
Retirement Trust, the American Dental Association
Members Pooled Trust for Retirement Plans and The
Equitable Life Assurance Society of the United States,
incorporated by reference to Registration No. 33-75614
on Form N-3 of Registrant, filed April 29, 1994.
(q) Form of Rider No. 4 to Group Annuity Contract AC 2100
among the Trustees of the American Dental Association
Members Retirement Trust, the American Dental
Association Members Pooled Trust for Retirement Plans
and The Equitable Life Assurance Society of the United
States, incorporated by reference to Registration No.
33-75614 on Form N-3 of Registrant, filed April 29,
1994.
(r) Form of Rider No. 5 to Group Annuity Contract 2100
among the Trustees of the American Dental Association
Members Retirement Trust, the American Dental
Association Members Pooled Trust for Retirement Plans
and The Equitable Life Assurance Society of the United
States, incorporated by reference to Post-Effective
Amendment No.1 to Registration Statement No. 33-75616 on
Form N-4 of Registrant, filed February 27, 1995.
(s) Form of Rider No. 6 to Group Annuity Contract 2100
among the Trustees of the American Dental Association
Members Retirement Trust, the American Dental
Association Members Pooled Trust for Retirement Plans
and The Equitable Life Assurance Society of the United
States, incorporated by reference to Registration
Statement No. 33-63113 on Form N-4 of Registrant, filed
September 29, 1995.
(t) Form of Rider No. 7 to Group Annuity Contract 2100
among the Trustees of the American Dental Association
Members Retirement Trust, the American Dental
Association Members Pooled Trust for Retirement Plans
and The Equitable Life Assurance Society of the United
States, incorporated by reference to Pre-Effective
Amendment No.1 to Registration Statement No. 33-63113
on Form N-4 of Registrant, filed November 21, 1995.
(u) Form of Rider No. 8 to Group Annuity Contract 2100
among the Trustees of the American Dental Association
Members Retirement Trust, the American Dental
Association Members Pooled Trust for Retirement Plans
and The Equitable Life Assurance Society of the United
States, incorporated by reference to Post-Effective
Amendment No.1 to Registration Statement No. 33-91648
on Form N-3 of Registrant, filed April 30, 1996.
(v) Form of Rider No. 9 to Group Annuity Contract 2100
among the Trustees of the American Dental Association
Members Retirement Trust, the American Dental
Association Members Pooled Trust for Retirement Plans
and The Equitable Life Assurance Society of the United
States, incorporated by reference to Post-Effective
Amendment No. 2 to Registration Statement No. 33-91648
on Form N-3 of Registrant, filed April 24, 1997.
(w) Form of Rider No. 10 to Group Annuity Contract AC 2100
among the Trustees of the American Dental Association
Members Retirement Trust, and of the American Dental
Association Members Pooled Trust for Retirement Plans
and The Equitable Life Assurance Society of the United
States, filed herewith.
(x) Form of Rider No. 11 to Group Annuity Contract AC 2100
among the Trustees of the American Dental Association
Members Retirement Trust, and of the American Dental
Association Members Pooled Trust for Retirement Plans
and The Equitable Life Assurance Society of the United
States, filed herewith.
(y) Form of Rider No. 12 to Group Annuity Contract AC 2100
among the Trustees of the American Dental Association
Members Retirement Trust, and of the American Dental
Association Members Pooled Trust for Retirement Plans
and The Equitable Life Assurance Society of the United
States, filed herewith.
(z) Form of Rider No. 13 to Group Annuity Contract AC 2100
among the Trustees of the American Dental Association
Members Retirement Trust, and of the American Dental
Association Members Pooled Trust for Retirement Plans
and The Equitable Life Assurance Society of the United
States, filed herewith.
(aa) Form of Rider No. 14 to Group Annuity Contract AC 2100
among the Trustees of the American Dental Association
Members Retirement Trust, and of the American Dental
Association Members Pooled Trust for Retirement Plans
and The Equitable Life Assurance Society of the United
States, filed herewith.
(bb) Form of Rider 15 to Group Annuity Contract AC 2100
among the Trustees of the American Dental Association
Members Retirement Trust, and of the American Dental
Association Members Pooled Trust for Retirement Plans
and The Equitable Life Assurance Society of the United
States, filed herewith.
The following exhibits relate to the Retirement Investment
Account:
7. (a) Retirement Investment Account Enrollment Forms -
Including Participation and Enrollment Agreements,
incorporated by reference to Registration No. 2-91983
on Form N-3 of Registrant filed April 14, 1986.
(b)(1) Supplementary Agreement to Master Retirement Trust
Participation Agreement, incorporated by reference to
Registration No. 2-91983 on Form N-3 of Registrant
filed April 14, 1986.
(b)(2) Supplementary Agreement B to Master Retirement Trust
Participation Agreement (RIA Loans), incorporated by
reference to Registration No. 2-91983 on Form N-3 of
Registrant filed April 28, 1988.
(b)(3) Form of Supplementary Agreement A to Master
Retirement Trust Participation Agreement (RIA Partial
Funding), as amended, incorporated by reference to
Registration No. 2-91983 on Form N-3 of Registrant
filed April 30, 1991.
(b)(4) Form of Supplementary Agreement to Master Retirement
Trust Participation Agreement (The Bond Account),
incorporated by reference to Registration No. 2-91983
on Form N-3 of Registrant filed February 25, 1992.
(c) Basic Installation Information Form, dated May, 1989,
incorporated by reference to Registration No. 2-91983
on Form N-3 of Registrant filed April 24, 1992.
(d) RIA Installation Agreement, dated May, 1989,
incorporated by reference to Registration No. 2-91983
on Form N-3 of Registrant filed April 24, 1992.
The following Exhibits relate to the Members Retirement
Program:
(e) Exhibit 7(k) (Form of Participation Agreement for the
standardized profit-sharing Plan under the Association
Members Program), incorporated by reference to
Post-Effective Amendment No. 1 on Form N-3 to
Registration Statement on Form S-1 of Registrant, filed
April 16, 1986.
(f) Exhibit 7(l) (Form of Participation Agreement for the
non-standardized Profit-Sharing Plan under the
Association Members Program), incorporated by reference
to Post-Effective Amendment No. 1 on Form N-3 to
Registration Statement on Form S-1 of Registrant, filed
April 16, 1986.
(g) Exhibit 7(m) (Form of Participation Agreement for the
standardized Defined Contribution Pension Plan under the
Association Members Program), incorporated by reference
to Post-Effective Amendment No. 1 on Form N-3 to
Registration Statement on Form S-1 of Registrant, filed
April 16, 1986.
(h) Exhibit 7(n) (Form of Participation Agreement for the
non-standardized Defined Contribution Pension Plan under
the Association Members Program), incorporated by
reference to Post-Effective Amendment No. 1 on Form N-3
to Registration Statement on Form S-1 of Registrant,
filed April 16, 1986.
(i) Exhibit 7(r) (Copy of Attachment to Profit Sharing
Participation Agreement under the Association Members
Retirement Plan of the Equitable Life Assurance Society
of the United States), incorporated by reference to
Registration No. 33-21417 on Form N-3 of Registrant,
filed April 26, 1988.
(j) Exhibit 7(0)(2) (Form of Participant Enrollment Form
under the Association Members Program), incorporated by
reference to Post-Effective Amendment No. 2 in Form N-3
to Registration Statement on Form S-1 of Registrant,
filed April 21, 1987.
(k) Exhibit 7(t) (Form of Standardized Participation
Agreement under the Association Members Defined Benefit
Pension Plan), incorporated by reference to Registration
No. 33-21417 on Form N-3 of Registrant, filed April 26,
1988.
(l) Exhibit 7(ee) (Form of Standardized Participation
Agreement for the Defined Contribution Pension Plan
under the Association Members Program, as filed with the
Internal Revenue Service on April 18, 1989),
incorporated by reference to Post-Effective Amendment
No. 2 to Registration No. 33-21417 on Form N-3 of
Registrant, filed April 26, 1989.
(m) Exhibit 7(ff) (Form of Non-Standardized Participation
Agreement for the Defined Contribution Pension Plan
under the Association Members Program, as filed with the
Internal Revenue Service on April 18, 1989),
incorporated by reference to Post-Effective Amendment
No. 2 to Registration No. 33-21417 on Form N-3 of
Registrant, filed April 26, 1989.
(n) Exhibit 7(gg) (Form of Standardized Participation
Agreement for the Profit-Sharing Plan under the
Association Members Program, as filed with the Internal
Revenue Service on April 18, 1989), incorporated by
reference to Post-Effective Amendment No. 2 to
Registration No. 33-21417 on Form N-3 of Registrant,
filed April 26, 1989.
(o) Exhibit 7(hh) (Form of Non-Standardized Participation
Agreement for the Profit-Sharing Plan under the
Association Members Program, as filed with the Internal
Revenue Service on April 18, 1989), incorporated by
reference to Post-Effective Amendment No. 2 to
Registration No. 33-21417 on Form N-3 of Registrant,
filed April 26, 1989.
(p) Exhibit 7 (ii) (Form of Simplified Participation
Agreement for the Defined Contribution Pension Plan
under the Association Members Program, as filed with the
Internal Revenue Service on April 18, 1989),
incorporated by reference to Post-Effective Amendment
No. 2 to Registration No. 33-21417 on Form N-3 of
Registrant, filed April 26, 1989.
(q) Exhibit 7(jj) (Form of Simplified Participation
Agreement for the Profit-Sharing Plan under the
Association Members Program, as filed with the Internal
Revenue Service on April 18, 1989), incorporated by
reference to Post Effective Amendment No. 2 to
Registration No. 33-21417 on Form N-3 of Registrant,
filed April 26, 1989.
(r) Exhibit 7(kk) (Form of Standardized (and non-integrated)
Participation Agreement for the Defined Benefit Pension
Plan under the Association Members Program, as filed
with the Internal Revenue Service on April 18, 1989),
incorporated by reference to Post-Effective Amendment
No. 2 to Registration No. 33-21417 on Form N-3 of
Registrant, filed April 26, 1989.
(s) Exhibit 7(11) (Form of Standardized (and integrated)
Participation Agreement for the Defined Benefit Pension
Plan under the Association Members Program, as filed
with the Internal Revenue Service on April 18, 1989),
incorporated by reference to Post-Effective Amendment
No. 2 to Registration No. 33-21417 on Form N-3 of
Registrant, filed April 26, 1989.
(t) Exhibit 7 (mm) (Form of Non-Standardized (and
nonintegrated) Participation Agreement for the Defined
Benefit Pension Plan under the Association Members
Program, as filed with the Internal Revenue Service on
April 18, 1989), incorporated by reference to
PostEffective Amendment No. 2 to Registration No.
33-21417 on Form N-3 of Registrant, filed April 26,
1989.
(u) Exhibit 7(nn) (Form of Non-Standardized (and integrated)
Participation Agreement for the Defined Benefit Pension
Plan under the Association Members Program, as filed
with the Internal Revenue Service on April 18, 1989),
incorporated by reference to Post-Effective Amendment
No. 2 to Registration No. 33-21417 on Form N-3 of
Registrant, filed April 26, 1989.
(v) Form of First Amendment to the Members Retirement Plan
of The Equitable Life Assurance Society of the United
States Participation Agreement, as filed with the
Internal Revenue Service on December 23, 1991,
incorporated by reference to Registration No. 33-46995
on Form N-3 of Registrant, filed April 8, 1992.
The following Exhibits relate to the American Dental
Association Program:
(w) Exhibit 7(a) (Form of Participation Agreement for the
standardized Profit-Sharing Plan under the ADA
Program), incorporated by reference to Post-Effective
Amendment No. 1 on Form N-3 to Registration Statement
on Form S-1 of Registrant, filed April l6, l986.
(x) Exhibit 7(b) (Form of Participation Agreement for the
nonstandardized Profit-Sharing Plan under the ADA
Program), incorporated by reference to Post-Effective
Amendment No. 1 on Form N-3 to Registration Statement
on Form S-1 of Registrant, filed April l6, 1986.
(y) Exhibit 7(e) (Copy of Attachment to Profit Sharing
Participation Agreement under the American Dental
Association Members Retirement Plan), incorporated by
reference to Registration No. 33-21417 on Form N-3 of
Registrant, filed April 26, 1988.
(z) Exhibit 7(e)(2) (Form of Participant Enrollment Form
under the ADA Program), incorporated by reference to
Post-Effective Amendment No. 2 on Form N-3 to
Registration Statement on Form S-1 of Registrant, filed
April 2l, l987.
(aa) Exhibit 7(u) (Form of Simplified Participation
Agreement for the Defined Contribution Pension Plan
under the ADA Program, as filed with the Internal
Revenue Service), incorporated by reference to
Post-Effective Amendment No. 2 to Registration No.
33-21417 on Form N-3 of Registrant, filed April 26,
1989.
(bb) Exhibit 7(v) (Form of Simplified Participation
Agreement for the Profit-Sharing Plan under the ADA
Program, as filed with the Internal Revenue Service),
incorporated by reference to Post-Effective Amendment
No. 2 to Registration No. 33-21417 on Form N-3 of
Registrant, filed April 26, 1989.
(cc) Exhibit 7(w) (Form of Non-Standardized Participation
Agreement for the Profit-Sharing Plan under the ADA
Program, as filed with the Internal Revenue Service),
incorporated by reference to Post-Effective Amendment
No. 2 to Registration No. 33-21417 on Form N-3 of
Registrant, filed April 26, 1989.
(dd) Exhibit 7(x) (Form of Standardized Participation
Agreement for the Profit-Sharing Plan under the ADA
Program, as filed with the Internal Revenue Service),
incorporated by reference to Post-Effective Amendment
No. 2 to Registration No. 33-21417 on Form N-3 of
Registrant, filed April 26, 1989.
(ee) Exhibit 7(y) (Form of Non-Standardized Participation
Agreement for the Defined Contribution Pension Plan
under the ADA Program, as filed with the Internal
Revenue Service), incorporated by reference to
Post-Effective Amendment No. 2 to Registration No.
33-21417 on Form N-3 of Registrant, filed April 26,
1989.
(ff Exhibit 7(z) (Form of Standardized Participation
Agreement for the Defined Contribution Pension Plan
under the ADA Program, as filed with the Internal
Revenue Service), incorporated by reference to
Post-Effective Amendment No. 2 to Registration No.
33-21417 on Form N-3 of Registrant, filed April 26,
1989.
8. (a) Copy of the Restated Charter of The Equitable Life
Assurance Society of the United States, as amended
January 1, 1997, incorporated by reference to
Post-Effective Amendment No. 2 to Registration Statement
No. 33-91588 on Form N-3 of Registrant, filed April 29,
1997.
(b) Restated Charter of AXA Equitable, as amended December
6, 2004, incorporated herein by reference to Exhibit No.
3.2 to Form 10-K, (File No. 000-20501), filed on March
31, 2005.
(c) By-Laws of The Equitable Life Assurance Society of the
United States, as amended November 21, 1996,
incorporated by reference to Post-Effective Amendment
No. 2 to Registration Statement No. 33-91588 on Form N-3
of Registrant, filed April 29, 1997.
(d) By-Laws of AXA Equitable, as amended September 7, 2004,
incorporated herein by reference to Exhibit No. 6.(c) to
Registration Statement on Form N-4, (File No.
333-05593), filed on April 20, 2006.
9. Not Applicable.
10. Not Applicable.
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11. (a) Form of Participation Agreement among EQ Advisors Trust,
Equitable, AXA Distributors LLC and AXA Advisors, LLC,
incorporated herein by reference to Exhibit
23.(h)(4)(ix) to Post-Effective Amendment No. 27 to
Registration Statement on Form N-1A to the Registration
Statement of EQ Advisors Trust on Form N-1A (File Nos.
333-17217 and 811-07953), filed on January 15, 2004.
(b) Exhibit 11(e)(2) (Form of Association Members Retirement
Plan, as filed with the Internal Revenue Service on
April 18, 1989), incorporated by reference to
Post-Effective Amendment No. 2 to Registration No.
33-21417 on Form N-3 of Registrant, filed April 26,
1989.
(c) Exhibit 11(j)(2) (Form of Association Members Retirement
Trust, as filed with the Internal Revenue Service on
April 18, 1989), incorporated by reference to
Post-Effective Amendment No. 2 to Registration No.
33-21417 on Form N-3 of Registrant, filed April 26,
1989.
(d) Exhibit 11(k) (Copy of the Association Members Pooled
Trust for Retirement Plans, as submitted to the Internal
Revenue Service on March 3, 1987), incorporated by
reference to Post-Effective Amendment No. 2 to
Registration on Form S-1 of Registrant, filed April 21,
1987.
(e) Exhibit 11(o) (Form of Association Members Defined
Benefit Pension Plan, as filed with the Internal Revenue
Service on April 18, 1989), incorporated by reference to
Post-Effective Amendment No. 2 to Registration No.
3321417 on Form N-3 of Registrant, filed April 26, 1989.
(f) Form of First Amendment to the Pooled Trust for
Association Members Retirement Plans of The Equitable
Life Assurance Society of the United States, as filed
with the Internal Revenue Service on December 23, 1991,
incorporated by reference to Registration No. 33-46995
on Form N-3 of Registrant, filed April 8, 1992.
(g) Form of First Amendment to the Association Members
Retirement Plan of The Equitable Life Assurance Society
of the United States, as filed with the Internal Revenue
Service on December 23, 1991, incorporated by reference
to Registration No. 33-46995 on Form N-3 of Registrant,
filed April 8, 1992.
(h) Form of First Amendment to the Association Members
Retirement Trust of The Equitable Life Assurance Society
of the United States, as filed with the Internal Revenue
Service on December 23, 1991, incorporated by reference
to Registration No. 33-46995 on Form N-3 of Registrant,
filed April 8, 1992.
(i) Form of Basic Plan Document (No. 1) for Volume Submitter
plan as filed with the Internal Revenue Service in
November 2003, incorporated by reference to Exhibit No.
7(m) to the Registration Statement on Form N-3 covering
Separate Account 4, filed on April 27, 2004.
(j) Form of Participation Agreement among EQ Advisors Trust,
Equitable, AXA Distributors LLC and AXA Advisors, LLC,
incorporated herein by reference to Exhibit
23.(h)(4)(ix) to Post-Effective Amendment No. 27 to
Registration Statement on Form N-1A to the Registration
Statement of EQ Advisors Trust on Form N-1A (File Nos.
333-17217 and 811-07953), filed on January 15, 2004.
(k) Exhibit 11(a)(2) (Form of American Dental Association
Members Retirement Plan, as filed with the Internal
Revenue Service), incorporated by reference to
Post-Effective Amendment No. 2 to Registration No.
33-21417 on Form N-3 of Registrant, filed April 26,
1989.
(l) Exhibit 11(g)(2) (Form of American Dental Association
Members Retirement Trust, as filed with the Internal
Revenue Service), incorporated by reference to
Post-Effective Amendment No. 2 to Registration No.
33-21417 on Form N-3 of Registrant, filed April 26,
1989.
(m) Exhibit 11(i) (Form of First Amendment to the American
Dental Association Members Retirement Trust),
incorporated by reference to Post-Effective Amendment
No. 1 to Registration No. 33-40162 on Form N-3 of
Registrant, filed December 20, 1991.
(n) Exhibit 11(g) (Copy of Administration Services
Agreement, dated January 10, 1986, among The Equitable
Life Assurance Society of the United States, the
Trustees of the Trust maintained under the American
Dental Association Members Retirement Plan, the
Trustees of the Pooled Trust maintained by the American
Dental Association and the Council of Insurance of the
American Dental Association), incorporated by reference
to Post-Effective Amendment No. 1 on Form N-3 to
Registration Statement on Form S-1 of Registrant, filed
April l6, 1986.
(o) Exhibit 11(n) (Form of American Dental Association
Members Defined Benefit Pension Plan, as proposed to be
filed with the Internal Revenue Service), incorporated
by reference to Post- Effective Amendment No. 2 to
Registration No. 33-21417 on Form N-3 of Registrant,
filed April 26, 1989.
(p) Exhibit 11(j) (Copy of American Dental Association
Members Pooled Trust for Retirement Plans, dated as of
January 1, 1984), incorporated by reference to
Post-Effective Amendment No. 1 to Registration No.
33-40162 on Form N-3 of Registrant on Form N-3 of
Registrant, filed December 20, 1991.
(q) Exhibit 11(k) (Form of First Amendment to the American
Dental Association Members Pooled Trust for Retirement
Plans, dated as of January 1, 1984), incorporated by
reference to Post-Effective Amendment No. 1 to
Registration No. 33-40162 on Form N-3 of Registrant,
filed December 20, 1991.
(r) Administrative Services Agreement among The Equitable
Life Assurance Society of the United States, the
Trustees of the American Dental Association Members
Retirement Trust and of the American Dental Association
Members Pooled Trust for Retirement Plans and the
Council on Insurance of the American Dental Association,
incorporated by reference to Registration No. 33- 75614
on Form N-3 of Registrant, filed April 29, 1994.
12. (a) Opinion and Consent of Melvin S. Altman, Esq., Vice
President and Associate General Counsel of The Equitable
Life Assurance Society of the United States,
incorporated by reference to Registration No. 33-46995
on Form N-3 of Registrant, filed April 8, 1992.
(b) Opinion and Consent of Anthony A. Dreyspool, Vice
President and Senior Counsel of The Equitable Life
Assurance Society of the United States, incorporated by
reference to Post-Effective Amendment No. 3 to
Registration No. 33-46995 on Form N-3 of Registrant,
filed April 21, 1993.
(c) Opinion and Consent of Anthony A. Dreyspool, Vice
President and Senior Counsel of The Equitable Life
Assurance Society of the United States incorporated by
reference to Registration No. 33-61978 on Form N-3 of
Registrant, filed May 3, 1993.
(d) Opinion and Consent of Anthony A. Dreyspool, Vice
President and Senior Counsel of The Equitable Life
Assurance Society of the United States, incorporated by
reference to Registration No. 33-61978 on Form N-3 of
Registrant, filed November 16, 1993.
(e) Opinion and Consent of Anthony A. Dreyspool, Vice
President and Senior Counsel of The Equitable Life
Assurance Society of the United States, incorporated by
reference to Registration No. 33-91588 on Form N-3 of
Registrant, filed April 26, 1995.
(f) Opinion and consent of Hope E. Rosenbaum-Werner, Vice
President and Counsel of Equitable, incorporated by
reference to Exhibit No. 12(a) to Registration Statement
No. 333-23019 filed on March 7, 1997.
(g) Opinion and Consent of Mary P. Breen, Vice President and
Associate General Counsel of The Equitable Life
Assurance Society of the United States, incorporated
herein by reference to Registration No. 333-51033, filed
April 24, 1998.
(h) Opinion and Consent of Robin Wagner, Vice President and
Counsel of The Equitable Life Assurance Society of the
United States incorporated by reference to Exhibit
No.12(g) to Registration Statement File No. 333-35594,
filed on April 24, 2000.
(i) Opinion and Consent of Robin Wagner, Vice President and
Counsel of Equitable previously filed with Registration
Statement File No. 333-59406 on April 24, 2001.
(j) Opinion and Consent of Robin Wagner, Vice President and
Counsel of the Equitable Life Assurance Society of the
United States incorporated by reference to Registration
Statement File No. 333-86472, filed on April 17, 2002.
(k) Opinion and Consent of Dodie Kent, Vice President and
Counsel of AXA Equitable, as to the legality of the
securities being registered, previously filed with
Registration Statement, File No. 333-59406 on April 27,
2004.
(l) Opinion and Consent of Dodie Kent, Vice President and
Counsel of AXA Equitable Life Insurance Company
incorporated by reference to Registration Statement File
No. 333-124410 filed on April 28, 2005.
(m) Opinion and Consent of Dodie Kent, Esq., Vice President
and Counsel of AXA Equitable, incorporated by reference
to Exhibit No. 12(d) to Registration Statement No.
333-59406 on Form N-3, filed on April 28, 2006.
(n) Opinion and Consent of Melvin S. Altman, Esq., Vice
President and Associate General Counsel of The
Equitable Life Assurance Society of the United States,
incorporated by reference to Registration No. 33-46995
on Form N-3 of Registrant, filed April 8, 1992.
(o) Opinion and Consent of Anthony A. Dreyspool, Vice
President and Senior Counsel of The Equitable Life
Assurance Society of the United States, incorporated by
reference to Post-Effective Amendment No. 3 to
Registration No. 33-46995 on Form N-3 of Registrant,
filed April 21, 1993.
(p) Opinion and Consent of Anthony A. Dreyspool, Vice
President and Senior Counsel of The Equitable Life
Assurance Society of the United States incorporated by
reference to Registration No. 33-61978 on Form N-3 of
Registrant, filed May 3, 1993.
(q) Opinion and Consent of Anthony A. Dreyspool, Vice
President and Senior Counsel of The Equitable Life
Assurance Society of the United States, incorporated by
reference to Registration No. 33-61978 on Form N-3 of
Registrant, filed November 16, 1993.
(r) Opinion and Consent of Anthony A. Dreyspool, Vice
President and Senior Counsel of The Equitable Life
Assurance Society of the United States, incorporated by
reference to Registration No. 33-91648 on Form N-3 of
Registrant, filed April 28, 1995.
(s) Opinion and Consent of Mary B. Breen, Vice President
and Senior Counsel of The Equitable Life Assurance
Society of the United States, incorporated herein by
reference to Registration Statement No. 333-50949,
filed April 24, 1998.
(t) Opinion and Consent of Mary Joan Hoene, Vice President
and Counsel to The Equitable Life Assurance Society of
the United States, incorporated herein by reference to
Exhibit 12(g) to Registration Statement No. 333-77115
filed on April 27, 1999.
(u) Opinion and Consent of Robin Wagner, Vice President and
Counsel to the Equitable Life Assurance Society of the
United States incorporated by reference to Registration
Statement File No. 333-35692 filed on April 26, 2000.
(v) Opinion and Consent of Robin Wagner, Vice President and
Counsel to The Equitable Life Association of the United
States incorporated by reference to Registration
Statement File No. 333-59608 filed on April 26, 2001.
(w) Opinion and Consent of Robin Wagner, Vice President and
Counsel to The Equitable Life Association of the United
States previously filed with this Registration
Statement File No. 333-86528, filed on April 17, 2002.
(x) Opinion and Consent of Robin Wagner, Vice President and
Counsel to The Equitable Life, incorporated herein by
reference to Registration Statement No. 333-104773,
filed on Form N-3 on April 23, 2003.
(y) Opinion and Consent of Dodie Kent, Vice President and
Counsel to AXA Equitable Life Insurance Company
incorporated by reference to Exhibit No. 12(l) to
Registration Statement No. 333-114882 on Form N-3,
filed on April 27, 2004.
(z) Opinion and Consent of Dodie Kent, Vice President and
Counsel to AXA Equitable Life Insurance Company
incorporated by reference to Exhibit No. 12(l) to
Registration Statement No. 333-124408 on Form N-3,
filed on April 28, 2005.
(aa) Opinion and Consent of Dodie Kent, Esq., Vice President
and Counsel of AXA Equitable, incorporated by reference
to Exhibit No. 12(n) to Registration Statement No.
333-124408 on Form N-3, filed on April 28, 2006.
(bb) Opinion of Dodie Kent, Esq., Vice President and
Associate General Counsel of AXA Equitable, as to the
legality of the securities being registered.
13. (a)(i) Consent of PricewaterhouseCoopers LLP.
(a)(ii)Consent of KPMG LLP.
(b) Powers of Attorney, filed herewith.
C-5
Item 30: Directors and Officers of AXA Equitable.
Set forth below is information regarding the directors and principal
officers of AXA Equitable. AXA Equitable's address is 1290 Avenue of
Americas, New York, New York 10104. The business address of the persons
whose names are preceded by an asterisk is that of AXA Equitable.
POSITIONS AND
NAME AND PRINCIPAL OFFICES WITH
BUSINESS ADDRESS AXA EQUITABLE
---------------- -------------
DIRECTORS
Bruce W. Calvert Director
78 Pine Street, 2nd Floor
New Canaan, CT 06840
Henri de Castries Director
AXA
25, Avenue Matignon
75008 Paris, France
Denis Duverne Director
AXA
25, Avenue Matignon
75008 Paris, France
Charlynn Goins Director
New York City Health
and Hospitals Corporation
125 Worth Street, Suite 519
New York, NY 10013
Anthony J. Hamilton Director
AXA UK plc
5 Old Broad Street
London, England EC2N 1AD
Mary R. (Nina) Henderson Director
Henderson Advisory Consulting
425 East 86th Street
Apt 12-C
New York, NY 10028
James F. Higgins Director
Morgan Stanley
Harborside Financial Center
Plaza Two, Second Floor
Jersey City, NJ 07311
Scott D. Miller Director
Six Sigma Academy
315 East Hopkins Street
Suite 401
Aspen, CO 81611
Joseph H. Moglia Director
Ameritrade Holding Corporation
4211 South 102nd Street
Omaha, NE 68127
Lorie A. Slutsky Director
The New York Community Trust
909 Third Avenue
New York, NY 10022
Ezra Suleiman Director
Princeton University
Corwin Hall
Princeton, NJ 08544
POSITIONS AND
NAME AND PRINCIPAL OFFICES WITH
BUSINESS ADDRESS AXA EQUITABLE
---------------- ---------
Peter J. Tobin Director
1 Briarwood Lane
Denville, NJ 07834
OFFICER-DIRECTORS
-----------------
*Christopher M. Condron Chairman of the Board, President,
Chief Executive Officer
and Director
OTHER OFFICERS
--------------
*Leon Billis Executive Vice President
and AXA Group Deputy
Chief Information Officer
*Harvey Blitz Senior Vice President
*Kevin R. Byrne Senior Vice President,
Chief Investment Officer
and Treasurer
*Stuart L. Faust Senior Vice President and
Deputy General Counsel
*Alvin H. Fenichel Senior Vice President and
Controller
*Jennifer Blevins Executive Vice President
*Mary Beth Farrell Executive Vice President
*Robert S. Jones, Jr. Executive Vice President
*Richard S. Dziadzio Executive Vice President and
Chief Financial Officer
*Barbara Goodstein Executive Vice President
*Andrew McMahon Executive Vice President
*Paul J. Flora Senior Vice President and Auditor
*James D. Goodwin Senior Vice President
*Kevin E. Murray Executive Vice President and
Chief Information Officer
*Karen Field Hazin Vice President, Secretary and
Associate General Counsel
*Richard V. Silver Executive Vice President and
General Counsel
*Naomi J. Weinstein Vice President
*Charles A. Marino Executive Vice President and
Chief Actuary
*James A. Shepherdson Executive Vice President
Item 31. Persons Controlled by or Under Common Control with the Insurance
Company or Registrant
Separate Account Nos. 3, 4, 10, 13, 66, 191, 200 and 206 of AXA Equitable Life
Insurance Company (the "Separate Accounts") are separate accounts of AXA
Equitable. AXA Equitable, a New York stock life insurance company is a wholly
owned subsidiary of AXA Financial, Inc. (the "Holding Company").
AXA owns 100% of the Holding Company's outstanding common stock
plus convertible preferred stock. AXA is able to exercise significant influence
over the operations and capital structure of the Holding Company and its
subsidiaries, including AXA Equitable. AXA, a French company, is the holding
company for an international group of insurance and related financial services
companies.
The AXA Organizational Charts 2006 are incorporated herein by
reference to Exhibit 26 to Registration Statement (File No. 333-141082) on Form
N-4, filed March 6, 2007.
C-10
AXA FINANCIAL, INC. - SUBSIDIARY ORGANIZATION CHART- Q4-2006
------------------------------------------------------------
AS OF: DECEMBER 31, 2006
[Enlarge/Download Table]
State of State of
Type of Incorp. or Principal
Subsidiary Domicile Operation
---------- -------- ---------
--------------------------------------------
AXA Financial, Inc. (Notes 1 & 2) ** DE NY
-----------------------------------------------------------------------------------------------------------------------------------
Frontier Trust Company, FSB (Note 7) ND ND
-----------------------------------------------------------------------------------------------------------------------------
MONY Agricultural Investment Advisers, Inc. Operating DE CO
-----------------------------------------------------------------------------------------------------------------------------
MONY Capital Management, Inc. Operating DE NY
-----------------------------------------------------------------------------------------------------------------------------
MONY Asset Management, Inc. Operating DE NY
-----------------------------------------------------------------------------------------------------------------------------
MONY Holdings, LLC HCO DE NY
-----------------------------------------------------------------------------------------------------------------------------
See Attached Listing C
-------------------------------------------------------------------------------------------------------------------------
AXA Financial Services, LLC (Note 2) DE NY
-----------------------------------------------------------------------------------------------------------------------------
AXA Financial (Bermuda) Ltd.* Insurance Bermuda Bermuda
-------------------------------------------------------------------------------------------------------------------------
AXA Distribution Holding Corporation (Note 2) DE NY
-------------------------------------------------------------------------------------------------------------------------
AXA Advisors, LLC (Note 5) DE NY
---------------------------------------------------------------------------------------------------------------------
AXA Network, LLC (Note 6) Operating DE NY
---------------------------------------------------------------------------------------------------------------------
AXA Network of Alabama, LLC Operating AL AL
----------------------------------------------------------------------------------------------------------------
AXA Network of Connecticut, Maine and New York, LLC Operating DE NY
----------------------------------------------------------------------------------------------------------------
AXA Network Insurance Agency of Massachusetts, LLC Operating MA MA
----------------------------------------------------------------------------------------------------------------
AXA Network of Nevada, Inc. Operating NV NV
----------------------------------------------------------------------------------------------------------------
AXA Network of Puerto Rico, Inc. Operating P.R. P.R.
----------------------------------------------------------------------------------------------------------------
AXA Network Insurance Agency of of Texas, Inc. Operating TX TX
----------------------------------------------------------------------------------------------------------------
AXA Equitable Life Insurance Company (Note 2 & 9) * Insurance NY NY
-------------------------------------------------------------------------------------------------------------------------
AXA Life and Annuity Company * (Note 10) Insurance CO CO
---------------------------------------------------------------------------------------------------------------------
Equitable Deal Flow Fund, L.P. Investment DE NY
---------------------------------------------------------------------------------------------------------------------
Equitable Managed Assets, L.P. Investment DE NY
----------------------------------------------------------------------------------------------------------------
Real Estate Partnership Equities (various) Investment **
---------------------------------------------------------------------------------------------------------------------
Equitable Holdings, LLC (Notes 3 & 4) HCO NY NY
---------------------------------------------------------------------------------------------------------------------
See Attached Listing A
----------------------------------------------------------------------------------------------------------------
ACMC, Inc. (Note 4) HCO DE NY
---------------------------------------------------------------------------------------------------------------------
Wil-Gro, Inc Investment PA PA
---------------------------------------------------------------------------------------------------------------------
STCS, Inc. Investment DE NY
---------------------------------------------------------------------------------------------------------------------
EVSA, Inc. Investment DE PA
---------------------------------------------------------------------------------------------------------------------
Parent's
Number of Percent of Comments
Federal Shares Ownership (e.g., Basis
Tax ID # Owned or Control of Control)
--------- ----- ---------- ------------
----------------
AXA Financial, Inc. (Notes 1 & 2) ** 13-3623351
------------------------------------------------------------------------------------------
Frontier Trust Company, FSB (Note 7) 45-0373941 1,000 100.00%
------------------------------------------------------------------------------------
MONY Agricultural Investment Advisers, Inc. 75-2961816 100.00%
------------------------------------------------------------------------------------
MONY Capital Management, Inc. 13-4194065 100.00%
------------------------------------------------------------------------------------
MONY Asset Management, Inc. 13-4194080 100.00%
------------------------------------------------------------------------------------
MONY Holdings, LLC 13-3976138 100.00%
------------------------------------------------------------------------------------
See Attached Listing C
--------------------------------------------------------------------------------
AXA Financial Services, LLC (Note 2) 52-2197822 - 100.00%
------------------------------------------------------------------------------------
AXA Financial (Bermuda) Ltd.* 14-1903564 250,000 100.00%
--------------------------------------------------------------------------------
AXA Distribution Holding Corporation (Note 2) 13-4078005 1,000 100.00%
--------------------------------------------------------------------------------
AXA Advisors, LLC (Note 5) 13-4071393 - 100.00%
----------------------------------------------------------------------------
AXA Network, LLC (Note 6) 06-1555494 - 100.00%
----------------------------------------------------------------------------
AXA Network of Alabama, LLC 06-1562392 - 100.00%
-----------------------------------------------------------------------
AXA Network of Connecticut, Maine and New York, LLC 13-4085852 - 100.00%
-----------------------------------------------------------------------
AXA Network Insurance Agency of Massachusetts, LLC 04-3491734 - 100.00%
-----------------------------------------------------------------------
AXA Network of Nevada, Inc. 13-3389068 100.00%
-----------------------------------------------------------------------
AXA Network of Puerto Rico, Inc. 66-0577477 100.00%
-----------------------------------------------------------------------
AXA Network Insurance Agency of of Texas, Inc. 75-2529724 1,050 100.00%
-----------------------------------------------------------------------
AXA Equitable Life Insurance Company (Note 2 & 9) * 13-5570651 2,000,000 100.00% NAIC # 62944
--------------------------------------------------------------------------------
AXA Life and Annuity Company * (Note 10) 13-3198083 1,000,000 100.00% NAIC # 62880
----------------------------------------------------------------------------
Equitable Deal Flow Fund, L.P. 13-3385076 - - G.P & L.P.
----------------------------------------------------------------------------
Equitable Managed Assets, L.P. 13-3385080 - - G.P.
-----------------------------------------------------------------------
Real Estate Partnership Equities (various) - - - **
----------------------------------------------------------------------------
Equitable Holdings, LLC (Notes 3 & 4) 22-2766036 - 100.00%
----------------------------------------------------------------------------
See Attached Listing A
-----------------------------------------------------------------------
ACMC, Inc. (Note 4) 13-2677213 5,000,000 100.00%
----------------------------------------------------------------------------
Wil-Gro, Inc 23-2702404 1,000 100.00%
----------------------------------------------------------------------------
STCS, Inc. 13-3761592 1,000 100.00%
----------------------------------------------------------------------------
EVSA, Inc. 23-2671508 50 100.00%
----------------------------------------------------------------------------
Page 1 of 7
AXA FINANCIAL, INC. - SUBSIDIARY ORGANIZATION CHART- Q4-2006
------------------------------------------------------------
[Enlarge/Download Table]
* Affiliated Insurer
** Information relating to Equitable's Real Estate Partnership Equities is disclosed in Schedule BA, Part 1
of AXA Equitable Life's Annual Statement, which has been filed with the N.Y.S. Insurance Department.
*** All subsidiaries are corporations, except as otherwise noted.
1. The Equitable Companies Incorporated changed its name to AXA Financial, Inc. on Sept. 3, 1999.
2. Effective Sept. 20, 1999, AXA Financial, Inc. transferred ownership of Equitable Life to AXA Client Solutions, LLC,
which was formed on July 19, 1999.
Effective January 1, 2002, AXA Client Solutions, LLC transferred ownership of Equitable Life and AXA Distribution
Holding Corp. to AXA Financial, Inc.
Effective May 1, 2002, AXA Client Solutions, LLC changed its name to AXA Financial Services, LLC.
Effective June 1, 2002, AXA Financial, Inc. transferred ownership of Equitable Life and AXA Distribution Holding
Corp. to AXA Financial Services, LLC.
3. Equitable Holding Corp. was merged into Equitable Holdings, LLC on Dec. 19, 1997.
4. In October 1999, AllianceBernstein Holding L.P. ("AllianceBernstein Holding") reorganized by transferring its business
and assets to AllianceBernstein L.P., a newly formed private partnership ("AllianceBernstein").
As of December 31, 2006, AXF and its subsidiaries owned 60.28% of the issued and outstanding units of limited
partnership interest in AllianceBernstein (the "AllianceBernstein Units"), as follows:
AXF held directly 32,700,754 AllianceBernstein Units (12.50%),
AXA Equitable Life directly owned 8,165,204 AllianceBernstein Units (3.12%),
ACMC, Inc. owned 66,220,822 AllianceBernstein Units (25.30%), and
ECMC, LLC owned 40,880,637 AllianceBernstein Units (15.61%).
On December 21, 2004, AXF contributed 4,389,192 (1.68%) AllianceBernstein Units to MONY Life and
1,225,000 (.47%) AllianceBernstein Units to MLOA.
AllianceBernstein Corporation also owns a 1% general partnership interest in AllianceBernstein L.P.
In addition, ECMC, LLC and ACMC, Inc. each own 722,178 units (0.28% each), representing assignments of beneficial
ownership of limited partnership interests in AllianceBernstein Holding (the "AllianceBernstein Holding Units").
AllianceBernstein Corporation owns 100,000 units of general partnership interest (0.04%), in AllianceBernstein
Holding L.P. AllianceBernstein Holding Units are publicly traded on the New York Stock exchange.
5. EQ Financial Consultants (formerly, Equico Securities, Inc.) was merged into AXA Advisors, LLC on Sept. 20, 1999.
AXA Advisors, LLC was transferred from Equitable Holdings, LLC to AXA Distribution Holding Corporation
on Sept. 21, 1999.
6. Effective March 15, 2000, Equisource of New York, Inc. and 14 of its subsidiaries were merged into AXA Network, LLC,
which was then sold to AXA Distribution Holding Corp. EquiSource of Alabama, Inc. became AXA Network of
Alabama, LLC. EquiSource Insurance Agency of Massachusetts, Inc. became AXA Network Insurance Agency of
Massachusetts, LLC. Equisource of Nevada, Inc., of Puerto Rico, Inc., and of Texas, Inc., changed their names
from "EquiSource" to become "AXA Network", respectively. Effective February 1, 2002, Equitable Distributors
Insurance Agency of Texas, Inc. changed its name to AXA Distributors Insurance Agency of Texas, Inc. Effective
February 13, 2002 Equitable Distributors Insurance Agency of Massachusetts, LLC changed its name to AXA
Distributors Insurance Agency of Massachusetts, LLC.
7. Effective June 6, 2000, Frontier Trust Company was sold by ELAS to AXF and merged into Frontier Trust Company, FSB.
8. Effective June 1, 2001, Equitable Structured Settlement Corp was transferred from ELAS to Equitable Holdings, LLC.
9. Effective September 2004, The Equitable Life Assurance Society of the United States changed its name to AXA Equitable
Life Insurance Company.
10. Effective September 2004, The Equitable of Colorado changed its name to AXA Life and Annuity Company.
11. Effective February 18, 2005, MONY Realty Capital, Inc. was sold.
12. Effective May 26, 2005, Matrix Capital Markets Group was sold.
12. Effective May 26, 2005, Matrix Private Equities was sold.
13. Effective December 2, 2005, Advest Group was sold.
14. Effective February 24, 2006, Alliance Capital Management Corporation changed its name to AllianceBernstein
Corporation.
Page 2 of 7
AXA FINANCIAL, INC. - SUBSIDIARY ORGANIZATION CHART- Q4-2006
------------------------------------------------------------
[Enlarge/Download Table]
Dissolved: - On November 3, 2000, Donaldson, Lufkin & Jenrette, Inc. was sold to Credit Suisse Group.
- 100 Federal Street Funding Corporation was dissolved August 31, 1998.
- 100 Federal Street Realty Corporation was dissolved December 20, 2001.
- CCMI Corp. was dissolved on October 7, 1999.
- ELAS Realty, Inc. was dissolved January 29, 2002.
- EML Associates, L.P. was dissolved March 27, 2001.
- EQ Services, Inc. was dissolved May 11, 2001.
- Equitable BJVS, Inc. was dissolved October 3, 1999.
- Equitable Capital Management Corp. became ECMC, LLC on November 30, 1999.
- Equitable JV Holding Corp. was dissolved on June 1, 2002.F142
- Equitable JVS II, Inc. was dissolved December 4, 1996
- Equitable Underwriting & Sales Agency (Bahamas) Ltd. was
dissolved on December 31, 2000.
- EREIM LP Associates (L.P.) was dissolved March 27, 2001.
- EREIM Managers Corporation was dissolved March 27, 2001.
- EVLICO East Ridge, Inc. was dissolved Jan. 13, 2001
- EVLICO, Inc. was dissolved in 1999.
- Franconom, Inc. was dissolved on December 4, 2000.
- GP/EQ Southwest, Inc. was dissolved October 21, 1997
- HVM Corp. was dissolved on Feb. 16, 1999.
- ML/EQ Real Estate Portfolio, L.P. was dissolved March 27, 2001.
- Prime Property Funding, Inc. was dissolved in Feb. 1999.
- Sarasota Prime Hotels, Inc. became Sarasota Prime Hotels, LLC.
- Six-Pac G.P., Inc. was dissolved July 12,1999
- Paramount Planners, LLC., a direct subsidiary of AXA Distribution Holding Corporation, was dissolved
on December 5, 2003
- Equitable Rowes Wharf, Inc. was dissolved October 12, 2004
- ECLL Inc. was dissolved July 15, 2003
- MONY Realty Partners, Inc. was dissolved February 2005.
- Sagamore Financial LLC was dissolved August 31, 2006.
Page 3 of 7
AXA FINANCIAL, INC. - SUBSIDIARY ORGANIZATION CHART- Q4-2006
------------------------------------------------------------
LISTING A - Equitable Holdings, LLC
-----------------------------------
[Enlarge/Download Table]
State of State of
Type of Incorp. or Principal Federal
Subsidiary Domicile Operation Tax ID #
---------- -------- --------- ---------
AXA Financial, Inc.
--------------------------------------------------------------------------------
AXA Financial Services, LLC (Note 2)
--------------------------------------------------------------------------
AXA Equitable Life Insurance Company *
----------------------------------------------------------------------
Equitable Holdings, LLC
----------------------------------------------------------------------------------------------------------------------
ELAS Securities Acquisition Corporation Operating DE NY 13-3049038
-----------------------------------------------------------------------------------------------------------------
Equitable Casualty Insurance Company * Operating VT VT 06-1166226
-----------------------------------------------------------------------------------------------------------------
ECMC, LLC (See Note 4 on Page 2) Operating DE NY 13-3266813
-----------------------------------------------------------------------------------------------------------------
Equitable Capital Private Income & Equity
Partnership II, L.P. Investment DE NY 13-3544879
-------------------------------------------------------------------------------------------------------------
AllianceBernstein Corporation (See Note 4 on Page 2) Operating DE NY 13-3633538
-----------------------------------------------------------------------------------------------------------------
See Attached Listing B
-------------------------------------------------------------------------------------------------------------
Equitable JVS, Inc. Investment DE GA 58-1812697
-----------------------------------------------------------------------------------------------------------------
Astor Times Square Corp. Investment NY NY 13-3593699
-------------------------------------------------------------------------------------------------------------
Astor/Broadway Acquisition Corp. Investment NY NY 13-3593692
-------------------------------------------------------------------------------------------------------------
PC Landmark, Inc. Investment TX TX 75-2338215
-------------------------------------------------------------------------------------------------------------
EJSVS, Inc. Investment DE NJ 58-2169594
-------------------------------------------------------------------------------------------------------------
AXA Distributors, LLC Operating DE NY 52-2233674
-----------------------------------------------------------------------------------------------------------------
AXA Distributors Insurance Agency of Alabama, LLC Operating DE AL 52-2255113
-------------------------------------------------------------------------------------------------------------
AXA Distriburors Insurance Agency, LLC Operating DE CT, ME,NY 06-1579051
-------------------------------------------------------------------------------------------------------------
AXA Distributors Insurance Agency of Massachusetts, LLC Operating MA MA 04-3567096
-------------------------------------------------------------------------------------------------------------
AXA Distributors Insurance Agency of Texas, Inc. Operating TX TX 74-3006330
-------------------------------------------------------------------------------------------------------------
J.M.R. Realty Services, Inc. Operating DE NY 13-3813232
-----------------------------------------------------------------------------------------------------------------
Equitable Structured Settlement Corp. (See Note 8 on Page 2) Operating DE NJ 22-3492811
-----------------------------------------------------------------------------------------------------------------
Parent's
Number of Percent of
Shares Ownership Comments
Owned or Control (e.g., Basis of Control)
----- ---------- ------------------------
AXA Financial, Inc.
------------------------------------------------------------------------------
AXA Financial Services, LLC (Note 2)
--------------------------------------------------------------------------
AXA Equitable Life Insurance Company *
----------------------------------------------------------------------
Equitable Holdings, LLC
------------------------------------------------------------------
ELAS Securities Acquisition Corporation 500 100.00%
-------------------------------------------------------------
Equitable Casualty Insurance Company * 1,000 100.00%
-------------------------------------------------------------
ECMC, LLC (See Note 4 on Page 2) - 100.00%
-------------------------------------------------------------
Equitable Capital Private Income & Equity ECMC is G.P.
Partnership II, L.P. - - ("Deal Flow Fund II")
---------------------------------------------------------
AllianceBernstein Corporation (See Note 4 on Page 2) 100 100.00%
-------------------------------------------------------------
See Attached Listing B
---------------------------------------------------------
Equitable JVS, Inc. 1,000 100.00%
-------------------------------------------------------------
Astor Times Square Corp. 100 100.00%
---------------------------------------------------------
Astor/Broadway Acquisition Corp. 100 100.00% G.P. of Astor Acquisition. L.P.
---------------------------------------------------------
PC Landmark, Inc. 1,000 100.00%
---------------------------------------------------------
EJSVS, Inc. 1,000 100.00%
---------------------------------------------------------
AXA Distributors, LLC - 100.00%
-------------------------------------------------------------
AXA Distributors Insurance Agency of Alabama, LLC - 100.00%
---------------------------------------------------------
AXA Distriburors Insurance Agency, LLC - 100.00%
---------------------------------------------------------
AXA Distributors Insurance Agency of Massachusetts, LLC - 100.00%
---------------------------------------------------------
AXA Distributors Insurance Agency of Texas, Inc. 1,000 100.00%
---------------------------------------------------------
J.M.R. Realty Services, Inc. 1,000 100.00%
-------------------------------------------------------------
Equitable Structured Settlement Corp. (See Note 8 on Page 2) 100 100.00%
-------------------------------------------------------------
* Affiliated Insurer
Equitable Investment Corp merged into Equitable Holdings, LLC
on November 30, 1999.
Equitable Capital Management Corp. became ECMC, LLC on November 30, 1999.
Effective March 15, 2000, Equisource of New York, Inc. and its subsidiaries
were merged into AXA Network, LLC, which was then sold to
AXA Distribution Holding Holding Corp.
Efective January 1, 2002, Equitable Distributors, Inc. merged into
AXA Distributors, LLC.
Page 4 of 7
AXA FINANCIAL, INC. - SUBSIDIARY ORGANIZATION CHART- Q4-2006
------------------------------------------------------------
LISTING B - AllianceBernstein Corporation
-----------------------------------------
[Enlarge/Download Table]
State of State of
Type of Incorp. or Principal
Subsidiary Domicile Operation
---------- -------- ---------
AXA Financial, Inc.
-------------------------------------------------------------------------------------------
AXA Financial Services, LLC (Note 2)
-------------------------------------------------------------------------------------
AXA Equitable Life Insurance Company*
---------------------------------------------------------------------------------
Equitable Holdings, LLC
-----------------------------------------------------------------------------
AllianceBernstein Corporation
-----------------------------------------------------------------------------------------------------------------
AllianceBernstein Holding L.P. (See Note 4 on Page 2) Operating DE NY
-------------------------------------------------------------------------------------------------------------
AllianceBernstein L.P. (See Note 4 on Page 2) Operating DE NY
-------------------------------------------------------------------------------------------------------------
Cursitor Alliance LLC HCO DE MA
---------------------------------------------------------------------------------------------------------
Alliance Capital Management LLC HCO DE NY
---------------------------------------------------------------------------------------------------------
Sanford C. Bernstein & Co., LLC Operating DE NY
-----------------------------------------------------------------------------------------------------
AllianceBernstein Corporation of Delaware HCO DE NY
---------------------------------------------------------------------------------------------------------
ACAM Trust Company Private Ltd. Operating India India
-----------------------------------------------------------------------------------------------------
AllianceBernstein (Argentina) S.R.L. Operating Argentina Argentina
-----------------------------------------------------------------------------------------------------
ACM Software Services Ltd. Operating DE NY
-----------------------------------------------------------------------------------------------------
Alliance Barra Research Institute, Inc. Operating DE NY
-----------------------------------------------------------------------------------------------------
AllianceBernstein Japan Inc. HCO DE NY
-----------------------------------------------------------------------------------------------------
AllianceBernstein Japan Ltd. Operating Japan Japan
-----------------------------------------------------------------------------------------------------
AllianceBernstein Invest. Management Australia Limited Operating Aust. Aust.
-----------------------------------------------------------------------------------------------------
Far Eastern Alliance Asset Management Operating Taiwan Taiwan
----------------------------------------------------------------------------------------
AllianceBernstein Global Derivatives Corp. Operating DE NY
-----------------------------------------------------------------------------------------------------
AllianceBernstein Investimentos (Brazil) Ltda. Operating Brazil Brazil
-----------------------------------------------------------------------------------------------------
AllianceBernstein Limited Operating U.K. U.K.
-----------------------------------------------------------------------------------------------------
ACM Berstein GmbH Operating Gemany Germany
----------------------------------------------------------------------------------------
AllianceBernstein Services Limited Operating U.K. U.K.
----------------------------------------------------------------------------------------
AllianceBernstein (Luxembourg) S.A. Operating Lux. Lux.
-----------------------------------------------------------------------------------------------------
AllianceBernstein (France) SAS Operating France France
-----------------------------------------------------------------------------------------------------
ACMBernstein (Deutchland) GmbH Operating Germany Germany
-----------------------------------------------------------------------------------------------------
Alliance Capital Management (Asia) Ltd. Operating DE Singapore
-----------------------------------------------------------------------------------------------------
AllianceBernstein Australia Limited Operating Aust. Aust.
-----------------------------------------------------------------------------------------------------
AllianceBernstein Canada, Inc. Operating DE Canada
-----------------------------------------------------------------------------------------------------
AllianceBernstein New Zealand Limited Operating N.Z. N.Z.
-----------------------------------------------------------------------------------------------------
Number Parent's
of Percent of Comments
Federal Shares Ownership (e.g.,
Tax ID # Owned or Control Basis of Control)
--------- ------ ---------- -------------------
AXA Financial, Inc.
--------------------------------------------------------------------------------
AXA Financial Services, LLC (Note 2)
----------------------------------------------------------------------------
MONY Capital Management, Inc.
------------------------------------------------------------------------
Equitable Holdings, LLC
--------------------------------------------------------------------
AllianceBernstein Corporation owns 1% GP interest
in AllianceBernstein
L.P. and 100,000 GP
units in Alliance-
Bernstein Holding L.P.
--------------------------------------------------------------------------
AllianceBernstein Holding L.P. (See Note 4 on Page 2) 13-3434400 -
----------------------------------------------------------------------
AllianceBernstein L.P. (See Note 4 on Page 2) 13-4064930
----------------------------------------------------------------------
Cursitor Alliance LLC 22-3424339 100.00%
------------------------------------------------------------------
Alliance Capital Management LLC 100.00%
------------------------------------------------------------------
Sanford C. Bernstein & Co., LLC 13-4132953 100.00%
--------------------------------------------------------------
AllianceBernstein Corporation of Delaware 13-2778645 10 100.00%
------------------------------------------------------------------
ACAM Trust Company Private Ltd. - 100.00%
--------------------------------------------------------------
AllianceBernstein (Argentina) S.R.L. - 100.00%
--------------------------------------------------------------
ACM Software Services Ltd. 13-3910857 100.00%
--------------------------------------------------------------
Alliance Barra Research Institute, Inc. 13-3548918 1,000 100.00%
--------------------------------------------------------------
AllianceBernstein Japan Inc.
--------------------------------------------------------------
AllianceBernstein Japan Ltd. - 100.00%
--------------------------------------------------------------
AllianceBernstein Invest. Management Australia Ltd - 100.00%
--------------------------------------------------------------
Far Eastern Alliance Asset Management - 20.00% 3rd parties = 80%
-------------------------------------------------
AllianceBernstein Global Derivatives Corp. 13-3626546 1,000 100.00%
--------------------------------------------------------------
AllianceBernstein Investimentos (Brazil) Ltda. - 99.00% Alliance Capital
Oceanic Corp. owns 1%
--------------------------------------------------------------
AllianceBernstein Limited - 250,000 100.00%
--------------------------------------------------------------
ACM Berstein GmbH - 100.00%
-------------------------------------------------
AllianceBernstein Services Limited - 1,000 100.00%
-------------------------------------------------
AllianceBernstein (Luxembourg) S.A. - 3,999 99.98% Alliance Cap. Oceanic
Corp. owns 0.025%
--------------------------------------------------------------
AllianceBernstein (France) SAS - 100.00%
--------------------------------------------------------------
ACMBernstein (Deutchland) GmbH - 100.00%
--------------------------------------------------------------
Alliance Capital Management (Asia) Ltd. 13-3752293 100.00%
--------------------------------------------------------------
AllianceBernstein Australia Limited - 50.00% 3rd parties = 50%
--------------------------------------------------------------
AllianceBernstein Canada, Inc. 13-3630460 18,750 100.00%
--------------------------------------------------------------
AllianceBernstein New Zealand Limited - 50.00% 3rd parties = 50%
--------------------------------------------------------------
Page 5 of 7
AXA FINANCIAL, INC. - SUBSIDIARY ORGANIZATION CHART- Q4-2006
------------------------------------------------------------
LISTING B - AllianceBernstein Corporation
-----------------------------------------
[Enlarge/Download Table]
State of State of
Type of Incorp. or Principal
Subsidiary Domicile Operation
---------- -------- ---------
AXA Financial, Inc.
---------------------------------------------------------------------------------------------------
AXA Financial Services, LLC (Note 2)
---------------------------------------------------------------------------------------------
AXA Equitable Life Insurance Company*
-----------------------------------------------------------------------------------------
Equitable Holdings, LLC
-------------------------------------------------------------------------------------
AllianceBernstein Corporation
--------------------------------------------------------------------------------
AllianceBernstein L.P.
----------------------------------------------------------------------------
AllianceBernstein Corporation of Delaware (Cont'd)
---------------------------------------------------------------------------------------------------------
AllianceBernstein South Africa (Proprietary) Ltd. Operating So Africa So Africa
-----------------------------------------------------------------------------------------------------
AllianceBernstein (Singapore) Ltd. Operating Singapore Singapore
-----------------------------------------------------------------------------------------------------
Alliance Capital (Mauritius) Private Ltd. Operating Mauritius Mauritius
-----------------------------------------------------------------------------------------------------
Alliance Capital Asset Management (India) Private Ltd Operating India India
-----------------------------------------------------------------------------------------------------
AllianceBernstein Invest. Res. & Manag. (India) Pvt. Operating India India
-----------------------------------------------------------------------------------------------------
AllianceBernstein Oceanic Corporation Operating DE NY
-----------------------------------------------------------------------------------------------------
Alliance Capital Real Estate, Inc. Operating DE NY
-----------------------------------------------------------------------------------------------------
Alliance Corporate Finance Group Inc. Operating DE NY
-----------------------------------------------------------------------------------------------------
Alliance Eastern Europe, Inc. Operating DE NY
-----------------------------------------------------------------------------------------------------
AllianceBernstein Investments, Inc. Operating DE NY
-----------------------------------------------------------------------------------------------------
AllianceBernstein Investor Services, Inc. Operating DE NJ
-----------------------------------------------------------------------------------------------------
AllianceBernstein Hong Kong Limited Operating H.K. H.K.
-----------------------------------------------------------------------------------------------------
Alliance Capital Taiwan Limited Operating Taiwan Taiwan
----------------------------------------------------------------------------------------
ACM New-Alliance (Luxembourg) S.A. Operating Lux. Lux.
-----------------------------------------------------------------------------------------------------
Sanford C. Bernstein Limited Operating U.K. U.K.
-----------------------------------------------------------------------------------------------------
Sanford C. Bernstein (CREST Nominees) Ltd. Operating U.K. U.K.
-----------------------------------------------------------------------------------------------------
Whittingdale Holdings Ltd. Operating U.K. U.K.
-----------------------------------------------------------------------------------------------------
ACM Investments Ltd. Operating U.K. U.K.
----------------------------------------------------------------------------------------
AllianceBernstein Fixed Income Ltd. Operating U.K. U.K.
----------------------------------------------------------------------------------------
Number of
Federal Shares
Tax ID # Owned
--------- -----
AXA Financial, Inc.
--------------------------------------------------------------------------------------------------
AXA Financial Services, LLC (Note 2)
--------------------------------------------------------------------------------------------
AXA Equitable Life Insurance Company*
----------------------------------------------------------------------------------------
Equitable Holdings, LLC
------------------------------------------------------------------------------------
AllianceBernstein Corporation
-------------------------------------------------------------------------------
AllianceBernstein L.P.
---------------------------------------------------------------------------
AllianceBernstein Corporation of Delaware (Cont'd)
---------------------------------------------------------------------------------------
AllianceBernstein South Africa (Proprietary) Ltd. -
-----------------------------------------------------------------------------------
AllianceBernstein (Singapore) Ltd. -
-----------------------------------------------------------------------------------
Alliance Capital (Mauritius) Private Ltd. -
-----------------------------------------------------------------------------------
Alliance Capital Asset Management (India) Private Ltd -
-----------------------------------------------------------------------------------
AllianceBernstein Invest. Res. & Manag. (India) Pvt. -
-----------------------------------------------------------------------------------
AllianceBernstein Oceanic Corporation 13-3441277 1,000
-----------------------------------------------------------------------------------
Alliance Capital Real Estate, Inc. 13-3441277
-----------------------------------------------------------------------------------
Alliance Corporate Finance Group Inc. 52-1671668 1,000
-----------------------------------------------------------------------------------
Alliance Eastern Europe, Inc. 13-3802178
-----------------------------------------------------------------------------------
AllianceBernstein Investments, Inc. 13-3191825 100
-----------------------------------------------------------------------------------
AllianceBernstein Investor Services, Inc. 13-3211780 100
-----------------------------------------------------------------------------------
AllianceBernstein Hong Kong Limited -
-----------------------------------------------------------------------------------
Alliance Capital Taiwan Limited -
----------------------------------------------------------------------
ACM New-Alliance (Luxembourg) S.A. -
-----------------------------------------------------------------------------------
Sanford C. Bernstein Limited -
-----------------------------------------------------------------------------------
Sanford C. Bernstein (CREST Nominees) Ltd. -
-----------------------------------------------------------------------------------
Whittingdale Holdings Ltd. -
-----------------------------------------------------------------------------------
ACM Investments Ltd. -
----------------------------------------------------------------------
AllianceBernstein Fixed Income Ltd. -
----------------------------------------------------------------------
Parent's
Percent of Comments
Ownership (e.g.,
or Control Basis of Control)
---------- -----------------
AXA Financial, Inc.
--------------------------------------------------------------------------------------------------
AXA Financial Services, LLC (Note 2)
--------------------------------------------------------------------------------------------
AXA Equitable Life Insurance Company*
----------------------------------------------------------------------------------------
Equitable Holdings, LLC
------------------------------------------------------------------------------------
AllianceBernstein Corporation
-------------------------------------------------------------------------------
AllianceBernstein L.P.
---------------------------------------------------------------------------
AllianceBernstein Corporation of Delaware (Cont'd)
------------------------------------------------------------------------
AllianceBernstein South Africa (Proprietary) Ltd. 100.00%
--------------------------------------------------------------------
AllianceBernstein (Singapore) Ltd. 100.00%
--------------------------------------------------------------------
Alliance Capital (Mauritius) Private Ltd. 100.00%
--------------------------------------------------------------------
Alliance Capital Asset Management (India) Private Ltd 75.00% 3rd parties = 25%
--------------------------------------------------------------------
AllianceBernstein Invest. Res. & Manag. (India) Pvt. 100.00%
--------------------------------------------------------------------
AllianceBernstein Oceanic Corporation 100.00% inactive
--------------------------------------------------------------------
Alliance Capital Real Estate, Inc. 100.00% inactive
--------------------------------------------------------------------
Alliance Corporate Finance Group Inc. 100.00%
--------------------------------------------------------------------
Alliance Eastern Europe, Inc. 100.00%
--------------------------------------------------------------------
AllianceBernstein Investments, Inc. 1
--------------------------------------------------------------------
AllianceBernstein Investor Services, Inc. 100.00% formerly, Alliance
Fund Services, Inc.
--------------------------------------------------------------------
AllianceBernstein Hong Kong Limited 50.00% 3rd parties = 50%
--------------------------------------------------------------------
Alliance Capital Taiwan Limited 99.00% Others owns 1%
-------------------------------------------------------
ACM New-Alliance (Luxembourg) S.A. 99.00% AllianceBernstein
Lux owns 1%
--------------------------------------------------------------------
Sanford C. Bernstein Limited 100.00%
--------------------------------------------------------------------
Sanford C. Bernstein (CREST Nominees) Ltd. 100.00%
--------------------------------------------------------------------
Whittingdale Holdings Ltd. 100.00%
--------------------------------------------------------------------
ACM Investments Ltd. 100.00%
-------------------------------------------------------
AllianceBernstein Fixed Income Ltd. 100.00%
-------------------------------------------------------
Page 6 of 7
AXA FINANCIAL, INC. - SUBSIDIARY ORGANIZATION CHART- Q4-2006
------------------------------------------------------------
LISTING C - MONY
----------------
[Enlarge/Download Table]
State of State of
Type of Incorp. or Principal
Subsidiary Domicile Operation
---------- -------- ---------
AXA Financial, Inc.
------------------------------------------------------------------------------------
AXA Financial Services, LLC (Note 2)
------------------------------------------------------------------------------
AXA Equitable Life Insurance Company *
--------------------------------------------------------------------------------------------------------------------------
MONY Agricultural Investment Advisers, Inc. Operating DE CO
------------------------------------------------------------------------------------------------------------------------------
MONY Capital Management, Inc. Operating DE NY
------------------------------------------------------------------------------------------------------------------------------
MONY Asset Management, Inc. Operating DE NY
------------------------------------------------------------------------------------------------------------------------------
MONY Holdings, LLC HCO DE NY
------------------------------------------------------------------------------------------------------------------------------
MONY Life Insurance Company * Insurance NY NY
--------------------------------------------------------------------------------------------------------------------------
MONY International Holdings, LLC HCO DE NY
----------------------------------------------------------------------------------------------------------------------
MONY International Life Insurance Co. Seguros de Vida S.A.* Insurance Argentina Argentina
-----------------------------------------------------------------------------------------------------------------
MONY Financial Resources of the Americas Limited HCO Jamaica Jamaica
-----------------------------------------------------------------------------------------------------------------
MONY Bank & Trust Company of the Americas, Ltd. Operating Cayman Islands Cayman Islands
-----------------------------------------------------------------------------------------------------------------
MONY Consultoria e Corretagem de Seguros Ltda. Operating Brazil Brazil
-------------------------------------------------------------------------------------------------------------
MONY Life Insurance Company of the Americas, Ltd.* Insurance Cayman Islands Cayman Islands
-------------------------------------------------------------------------------------------------------------
MONY Life Insurance Company of America* Insurance AZ NY
----------------------------------------------------------------------------------------------------------------------
U.S. Financial Life Insurance Company * Insurance OH OH
----------------------------------------------------------------------------------------------------------------------
MONY Financial Services, Inc. HCO DE NY
----------------------------------------------------------------------------------------------------------------------
Financial Marketing Agency, Inc. Operating OH OH
-----------------------------------------------------------------------------------------------------------------
MONY Brokerage, Inc. Operating DE PA
-----------------------------------------------------------------------------------------------------------------
MBI Insurance Agency of Ohio, Inc. Operating OH OH
-------------------------------------------------------------------------------------------------------------
MBI Insurance Agency of Alabama, Inc. Operating AL AL
-------------------------------------------------------------------------------------------------------------
MBI Insurance Agency of Texas, Inc. Operating TX TX
-------------------------------------------------------------------------------------------------------------
MBI Insurance Agency of Massachusetts, Inc. Operating MA MA
-------------------------------------------------------------------------------------------------------------
MBI Insurance Agency of Washington, Inc. Operating WA WA
-------------------------------------------------------------------------------------------------------------
MBI Insurance Agency of New Mexico, Inc. Operating NM NM
-------------------------------------------------------------------------------------------------------------
1740 Ventures, Inc. Operating NY NY
-----------------------------------------------------------------------------------------------------------------
Enterprise Capital Management, Inc. Operating GA GA
-----------------------------------------------------------------------------------------------------------------
Enterprise Fund Distributors, Inc. Operating DE GA
-------------------------------------------------------------------------------------------------------------
MONY Assets Corp. HCO NY NY
-----------------------------------------------------------------------------------------------------------------
MONY Benefits Management Corp. Operating DE NY
-------------------------------------------------------------------------------------------------------------
MONY Benefits Service Corp. Operating DE NY
-------------------------------------------------------------------------------------------------------------
1740 Advisers, Inc. Operating NY NY
-----------------------------------------------------------------------------------------------------------------
MONY Securities Corporation Operating NY NY
-----------------------------------------------------------------------------------------------------------------
Trusted Insurance Advisers General Agency Corp. Operating MN NY
-------------------------------------------------------------------------------------------------------------
Trusted Investment Advisers Corp. Operating MN NY
-------------------------------------------------------------------------------------------------------------
Parent's
Number of Percent of Comments
Federal Shares Ownership (e.g., Basis
Tax ID # Owned or Control of Control)
--------- ----- ---------- -----------
AXA Financial, Inc.
--------------------------------------------------------------------------------
AXA Financial Services, LLC (Note 2)
--------------------------------------------------------------------------
AXA Equitable Life Insurance Company *
------------------------------------------------------------------------------------
MONY Agricultural Investment Advisers, Inc. 75-2961816 100.00%
----------------------------------------------------------------------------------------
MONY Capital Management, Inc. 13-4194065 100.00%
----------------------------------------------------------------------------------------
MONY Asset Management, Inc. 13-4194080 100.00%
----------------------------------------------------------------------------------------
MONY Holdings, LLC 13-3976138 100.00%
----------------------------------------------------------------------------------------
MONY Life Insurance Company * 13-1632487 100.00%
------------------------------------------------------------------------------------
MONY International Holdings, LLC 13-3790446 100.00%
--------------------------------------------------------------------------------
MONY International Life Insurance Co. Seguros de Vida S.A.* 98-0157781 100.00%
---------------------------------------------------------------------------
MONY Financial Resources of the Americas Limited 99.00%
---------------------------------------------------------------------------
MONY Bank & Trust Company of the Americas, Ltd. 98-0152047 100.00%
---------------------------------------------------------------------------
MONY Consultoria e Corretagem de Seguros Ltda. 99.00%
-----------------------------------------------------------------------
MONY Life Insurance Company of the Americas, Ltd.* 98-0152046 100.00%
-----------------------------------------------------------------------
MONY Life Insurance Company of America* 86-0222062 100.00%
--------------------------------------------------------------------------------
U.S. Financial Life Insurance Company * 38-2046096 405,000 100.00%
--------------------------------------------------------------------------------
MONY Financial Services, Inc. 11-3722370 1,000 100.00%
--------------------------------------------------------------------------------
Financial Marketing Agency, Inc. 31-1465146 99 99.00%
---------------------------------------------------------------------------
MONY Brokerage, Inc. 22-3015130 1,500 100.00%
---------------------------------------------------------------------------
MBI Insurance Agency of Ohio, Inc. 31-1562855 5 100.00%
-----------------------------------------------------------------------
MBI Insurance Agency of Alabama, Inc. 62-1699522 1 100.00%
-----------------------------------------------------------------------
MBI Insurance Agency of Texas, Inc. 74-2861481 10 100.00%
-----------------------------------------------------------------------
MBI Insurance Agency of Massachusetts, Inc. 06-1496443 5 100.00%
-----------------------------------------------------------------------
MBI Insurance Agency of Washington, Inc. 91-1940542 1 100.00%
-----------------------------------------------------------------------
MBI Insurance Agency of New Mexico, Inc. 62-1705422 1 100.00%
-----------------------------------------------------------------------
1740 Ventures, Inc. 13-2848244 1,000 100.00%
---------------------------------------------------------------------------
Enterprise Capital Management, Inc. 58-1660289 500 100.00%
---------------------------------------------------------------------------
Enterprise Fund Distributors, Inc. 22-1990598 1,000 100.00%
-----------------------------------------------------------------------
MONY Assets Corp. 13-2662263 200,000 100.00%
---------------------------------------------------------------------------
MONY Benefits Management Corp. 13-3363383 9,000 100.00%
-----------------------------------------------------------------------
MONY Benefits Service Corp. 13-4194349 2,500 100.00%
-----------------------------------------------------------------------
1740 Advisers, Inc. 13-2645490 14,600 100.00%
---------------------------------------------------------------------------
MONY Securities Corporation 13-2645488 7,550 100.00%
---------------------------------------------------------------------------
Trusted Insurance Advisers General Agency Corp. 41-1941465 1,000 100.00%
-----------------------------------------------------------------------
Trusted Investment Advisers Corp. 41-1941464 1 100.00%
-----------------------------------------------------------------------
- As of February 18, 2005, MONY Realty Capital, Inc. was sold.
- As of February 2005, MONY Realty Partners, Inc. was dissolved
- MONY Financial Resources of the Americas Limited, is 99% owned by MONY International Holdings, LLC and an individual holds one
share of it stock for Jamaican regulatory reasons.
- MONY Consultoria e Corretagem de Seguros Ltda., is 99% owned by MONY International Holdings, LLC and an individual holds one
share of it stock for Brazilian regulatory reasons.
- Financial Marketing Agency, Inc., is 99% owned by MONY International Holdings, LLC and an individual in Ohio holds one share
of it stock for regulatory reasons.
- Enterprise Accumulation Trust was merged into EQAT on July 9, 2004
- MONY Series Funds, Inc. was merged into EQAT on July 9, 2004
- As of August 31, 2006, Sagamore Financial LLC was dissolved
Page 7 of 7
Item 32. Number of Contractowners
As of February 28, 2007 there were 365 contract owners of RIA
Contracts offered by the registrant, all of which are qualified
contracts. As of the same date, there were 6,229 participants in
the Members Retirement Program and 19,313 participants in the
American Dental Association Members Program offered by the
registrant, all of which are qualified contracts.
Item 33. Indemnification
(a) Indemnification of Directors and Officers
The By-Laws of AXA Equitable Life Insurance Company ("AXA Equitable")
provide, in Article VII, as follows:
7.4 Indemnification of Directors, Officers and Employees. (a) To the
extent permitted by the law of the State of New York and subject
to all applicable requirements thereof:
(i) any person made or threatened to be made a party to any
action or proceeding, whether civil or criminal, by reason
of the fact that he or she, or his or her testator or
intestate, is or was a director, officer or employee of
the Company shall be indemnified by the Company;
(ii) any person made or threatened to be made a party to any
action or proceeding, whether civil or criminal, by reason
of the fact that he or she, or his or her testator or
intestate serves or served any other organization in any
capacity at the request of the Company may be indemnified
by the Company; and
(iii) the related expenses of any such person in any of said
categories may be advanced by the Company.
(b) To the extent permitted by the law of the State of New
York, the Company may provide for further
indemnification or advancement of expenses by
resolution of shareholders of the Company or the Board
of Directors, by amendment of these By-Laws, or by
agreement. (Business Corporation Law ss. 721-726;
Insurance Law ss. 1216)
The directors and officers of AXA Equitable are insured under policies
issued by Lloyd's of London, X.L. Insurance Company, Arch Insurance Company,
Endurance Insurance Company, U.S. Specialty Insurance, Starr Excess Liability
International and ACE Insurance Company. The annual limit on such policies is
$150 million, and the policies insure that officers and directors against
certain liabilities arising out of their conduct in such capacities.
(b) Indemnification of Principal Underwriter
For the Retirement Investment Account:
To the extent permitted by law of the State of New York and subject to
all applicable requirements thereof, AXA Advisors, LLC has undertaken to
indemnify each of its directors and officers who is made or threatened to be
made a party to any action or proceeding, whether civil or criminal, by reason
of the fact the director or officer, or his or her testator or intestate, is or
was a director or officer of AXA Advisors, LLC.
For the Members Retirement Program and American Dental Association
Members Programs:
Not applicable. Presently, there is no Principal Underwriter of the
contracts. AXA Equitable provides marketing and sales services for distribution
of the contracts. No commissions are paid; however, incentive compensation is
paid to AXA Equitable employees who provide these services based upon first year
plan distributions and number of plans sold.
(c) Undertaking
Insofar as indemnification for liability arising under the Securities
Act of 1933 ("Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
C-11
Item 34. Business and Other Connections of Investment Adviser
AXA Equitable Life Insurance Company ("AXA Equitable") acts as the
investment manager for Separate Account Nos. 3, 4, 10, 13, 66, 191, 200 and 206.
With respect to Separate Account No. 191, AXA Equitable acts as investment
manager within guidelines established by the Trustees of the American Dental
Association Members Retirement Trusts. With respect to Alliance Capital
Management L.P. ("Alliance"), a publicly-traded limited partnership, is
indirectly majority-owned by AXA Equitable and provides personnel and facilities
for portfolio selection and transaction services. Alliance recommends the
securities investments to be purchased and sold for Separate Account Nos. 3, 4,
10 and 13 and the portion of Separate Account No. 191 which is invested in its
Separate Account No. 2A, and arranges for the execution of portfolio
transactions. Alliance coordinates related accounting and bookkeeping functions
with AXA Equitable. Both AXA Equitable and Alliance are registered investment
advisers under the Investment Advisers Act of 1940.
Information regarding the directors and principal officers of AXA Equitable
is provided in Item 30 of this Part C and is incorporated herein by reference.
C-12
Set forth below is certain information regarding the directors and
principal officers of Alliance Capital Management Corporation. The business
address of the Alliance persons whose names are preceded by an asterisk is 1345
Avenue of the Americas, New York, New York 10105.
[Download Table]
(1) (2) (3)
POSITIONS AND PRINCIPAL OCCUPATION
NAME AND PRINCIPAL OFFICES WITH (AND OTHER POSITIONS)
BUSINESS ADDRESS ALLIANCEBERNSTEIN WITHIN PAST 2 YEARS
---------------- ------------------ ------------------
DIRECTORS
Henri de Castries Director Chairman of
AXA Management Board
25, Avenue Matignon (2001 to present)
75008, Paris, France - AXA; Director
(May 1994 to
present) and
Chairman of the
Board (April 1998
to present) - AXA
Financial, Inc.;
Director
(September 1993
to present) -
AXA Equitable
Christopher M. Condron Director Director, President
AXA Financial, Inc. and Chief Executive
1290 Avenue of the Americas Officer (May 2001 to
New York, NY 10104 present) - AXA
Financial, Inc.;
Director, Chairman
of the Board,
President (since May
2002), and Chief
Executive Officer
(May 2001 to
present) - AXA
Equitable; Member of
the Management Board
of AXA; Member of the
Executive Committee,
AXA;
Denis Duverne Director Member of the AXA
AXA Management Board
25, Avenue Matignon (since February
75008, Paris, France 2003) and Chief
Financial Officer
(2003-present)
AXA; Director
(February 1998 to
present) - AXA
Equitable; Member of the
Executive Committee
of AXA (January 2000
to present)
C-13
[Download Table]
(1) (2) (3)
POSITIONS AND PRINCIPAL OCCUPATION
NAME AND PRINCIPAL OFFICES WITH (AND OTHER POSITIONS)
BUSINESS ADDRESS ALLIANCEBERNSTEIN WITHIN PAST 2 YEARS
---------------- ------------------ ------------------
Dominique Carrel-Billiard Director See Column 2.
Peter Etzenbach Director See Column 2.
A.W. (Pete) Smith, Jr. Director See Column 2.
Lorie A. Slutsky Director President, The New York
The New York Community Trust (since
Community Trust January 1990)
2 Park Avenue
24th Floor
New York, NY 10016
Peter J. Tobin Director Special Assistant to the
St. John's University President and Dean - Peter J.
Peter J. Tobin College of Tobin College of Business
Business Administration (August 1998 to present);
8000 Utopia Parkway Director, AXA Financial, Inc.
Bent Hall and AXA Equitable (since March
Jamaica, NY 11439 1999).
DIRECTORS AND OFFICERS
* Gerald M. Lieberman Director, President (November 2004 -
President present); Director and Chief
and Chief Operating Officer (November
Operating 2003 - present):
Officer
C-14
[Download Table]
(1) (2) (3)
POSITIONS AND PRINCIPAL OCCUPATION
NAME AND PRINCIPAL OFFICES WITH (AND OTHER POSITIONS)
BUSINESS ADDRESS ALLIANCEBERNSTEIN WITHIN PAST 2 YEARS
---------------- ------------------ ------------------
* Lewis A. Sanders Chairman of the Board Chairman of the Board (December
and Chief Executive 2004 - present); Chief Executive
Officer/Director Officer (July 2003 - present);
C-15
[Download Table]
(1) (2) (3)
POSITIONS AND PRINCIPAL OCCUPATION
NAME AND PRINCIPAL OFFICES WITH (AND OTHER POSITIONS)
BUSINESS ADDRESS ALLIANCEBERNSTEIN WITHIN PAST 2 YEARS
---------------- ------------------ -------------------
OFFICERS
Lawrence H. Cohen Executive Vice President See Column 2.
and Chief Technology
Officer
Laurence E. Cranch Executive Vice President See Column 2.
and General Counsel
Edward J. Farrell Senior Vice President and See Column 2.
Controller
Sharon E. Fay Executive Vice President See Column 2.
Alliance Capital Limited and Chief Investment
Devonshire House Officer of Global Value
1 Mayfair Place Equities
London W1J8AJ
* Marilyn G. Fedak Executive Vice President, See Column 2.
Head of Bernstein Global
Value Equities and Co-
Chief Investment Officer
of U.S. Value Equities
* Mark R. Gordon Executive Vice President See Column 2.
Director of Global
Quantitative Research, Co-
Head of Alternative
Investments and Chief
Investment Officer of
Global Diversified Funds
* Thomas S. Hexner Executive Vice President See Column 2.
and Head of Bernstein
Global Wealth Management
C-16
[Download Table]
(1) (2) (3)
POSITIONS AND PRINCIPAL OCCUPATION
NAME AND PRINCIPAL OFFICES WITH (AND OTHER POSITIONS)
BUSINESS ADDRESS ALLIANCEBERNSTEIN WITHIN PAST 2 YEARS
---------------- ------------------ -------------------
* Robert H. Joseph, Jr. Senior Vice President and See Column 2.
Chief Financial Officer
* Gerald M. Lieberman President and Chief See Column 2.
Operating Officer
* Mark R. Manley Senior Vice President, See Column 2.
Deputy General Counsel and
Chief Compliance Officer
* Seth J. Masters Executive Vice President Head See Column 2.
of Blend Strategies Services
and Chief Investment Officer
of Blend
* Marc O. Mayer Executive Vice President See Column 2.
and Executive Managing
Director of AllianceBernstein
Investments, Inc.
Douglas J. Peebles Executive Vice President, Co- See Column 2.
Chief Investment Officer of
Fixed Income and Director of
Global Fixed Income
Jeffrey S. Phlegar Executive Vice President, Co- See Column 2.
Chief Investment Officer of
Fixed Income and Director of
U.S. Investment-Grade Fixed
Income
James G. Reilly Executive Vice President See Column 2.
Alliance Capital and U.S. Large Cap Growth
227 West Monroe Team Leader
Suite 5000
Chicago, IL 60606
* Paul C. Rissman Executive Vice President See Column 2.
and Chief Investment Officer
of Growth Equities
* Lisa A. Shalett Executive Vice President, See Column 2.
and Head of Global Research
for Growth Equities
* David A. Steyn Executive Vice President See Column 2.
and Head of
Institutional Investments
* Christopher M. Toub Executive Vice President See Column 2.
of AllianceBernstein, Chief
Executive Officer of
AllianceBernstein Limited and
Head of Global/International
Growth Equities
C-17
Item 35. Principal Underwriters
For Retirement Investment Account:
(a) AXA Advisors, LLC, an affiliate of AXA Equitable, MONY Life Insurance
Company and MONY Life Insurance Company of America, is the principal
underwriter for AXA Equitable's Separate Account A, Separate Account
No. 301, Separate Account No. 45, Separate Account 49, Separate
Account I, Separate Account FP and AXA Premier VIP Trust and EQ
Advisors Trust; and of MONY Variable Account A, MONY Variable Account
L, MONY America Variable Account A, MONY America Variable Account L,
MONY Variable Account S, MONY America Variable Account S and Keynote
Series Account. AXA Advisors, LLC's principal business address is 1290
Avenue of the Americas, New York, NY 10104.
For Members Retirement Program and American Dental Association
Program:
Not applicable. Presently, there is no Principal Underwriter of the
contracts, see Item 33(b) of this Part C which is incorporated by
reference.
(b) See Item 30 of this Part C, which is incorporated herein by
reference.
(c) Not applicable.
Item 36. Location of Accounts and Records
AXA Equitable Life Insurance Company
135 West 50th Street
New York, New York 10020
1290 Avenue of the Americas
New York, New York 10104
200 Plaza Drive
Secaucus, New Jersey 07094
Item 37. Management Services
Not applicable.
C-18
Item 38. Undertakings
The Registrant hereby undertakes the following:
(a) to file a post-effective amendment to this registration
statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement
are never more than sixteen months old for so long as
payments under the variable annuity contracts may be
accepted;
(b) to include (1) as part of its applications to purchase any
contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional
Information, or (2) a postcard or similar written
communication affixed to or included in the prospectus that
the applicant can remove to send for a Statement of
Additional Information; and
(c) to deliver any Statement of Additional Information and any
financial statements required to be made available under
this form promptly upon written or oral request.
C-19
SIGNATURES
As required by the Securities Act of 1933, the Registrant has caused
this Registration Statement to be signed on its behalf, in the City and State of
New York, on this 30th day of April, 2007.
AXA EQUITABLE LIFE INSURANCE COMPANY
(Registrant)
By: AXA Equitable Life Insurance Company
By: /s/ Dodie Kent
---------------------------------
Dodie Kent
Vice President and Associate General Counsel
C-20
SIGNATURES
As required by the Securities Act of 1933, the Depositor has caused
this Registration Statement to be signed on its behalf, in the City and State of
New York, on this 30th day of April, 2007.
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 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 Dziadzio Executive Vice President and
Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
*Alvin H. Fenichel Senior Vice President and Controller
*DIRECTORS:
Bruce W. Calvert Anthony Hamilton Joseph H. Moglia
Christopher M. Condron Mary R. (Nina) Henderson Lorie A. Slutsky
Henri de Castries James F. Higgins Ezra Suleiman
Denis Duverne Scott D. Miller Peter J. Tobin
Charlynn Goins
*By: /s/ Dodie Kent
------------------------
Dodie Kent
Attorney-in-Fact
April 30, 2007
C-21
EXHIBIT INDEX
--------------
EXHIBIT NO. TAG VALUE
----------- ---------
6 (b) Form of Rider 15 to Group Annuity Contract AC 2100 EX-99.6b
12 (b)(b) Opinion and Consent of Counsel. EX-99.12bb
13 (a)(i) Consent of PricewaterhouseCoopers LLP. EX-99.13ai
13 (a)(ii) Consent of KPMG LLP. EX-99.13aii
13 (d) Powers of Attorney. EX-99.13d
C-22
Dates Referenced Herein and Documents Incorporated by Reference
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