As filed with the Securities and Exchange Commission on February 16, 2023
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EQUITABLE FINANCIAL LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation or organization)
13-5570651
(I.R.S. Employer Identification No.)
1290 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10104
(212)554-1234
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
SHANE DALY
VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
EQUITABLE FINANCIAL LIFE INSURANCE COMPANY
1290 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10104
(212)554-1234
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon after the effective date of this Registration Statement as is practicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [ ]
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus(es) contained herein also relate(s) to Registration Statement No. 333-236431. Upon effectiveness, this Registration Statement, which is a new Registration Statement, will also act as a post-effective amendment to such earlier Registration Statement.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [ ] | Accelerated filer | [ ] | |||
| Non-accelerated filer | ☒ |
Smaller reporting company | [ ] | |||
| Emerging growth company | [ ] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
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 this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Fixed Maturity Options Available Under Certain Active EQUI-VEST® Contracts
Prospectus dated May 1, 2023
Please read and keep this Prospectus for future reference. It contains important information that you should know before taking any action under your contract. This Prospectus supersedes all other Prospectuses for the fixed maturity options. You should read this Prospectus along with the prospectus for the variable annuity contract.
What are the Fixed Maturity Options?
The fixed maturity options are some of the investment options available under certain annuity contracts. Please refer to your variable deferred annuity contract or certificate (collectively, the “contract”) and the prospectus for the contract (the “Contract Prospectus”) for details regarding whether you are eligible for the fixed maturity options. As explained in more detail in this Prospectus, each fixed maturity option has a maturity date ranging from one to 10 years, and we pay interest at a stated rate if the option is held to maturity. Under certain circumstances, such as withdrawals, selection of annuity payout option or payment of a death benefit, we may make a market value adjustment, which will increase or decrease any fixed maturity amount you will have in that fixed maturity option.
This Prospectus describes the fixed maturity options available under the following EQUI-VEST® contracts:
| • | EQUI-VEST® Employer-Sponsored Retirement Plans |
| • | EQUI-VEST® (Series 100-500) |
| • | EQUI-VEST® ExpressSM (Series 700) |
| • | EQUI-VEST® (Series 800) |
| • | EQUI-VEST® StrategiesSM (Series 900) |
Not all features are available under each EQUI-VEST® contract. Please refer to the Contract Prospectus for more information.
This Prospectus does not describe the contract itself or the investment options other than the fixed maturity options. For information about the contract, you should consult the Contract Prospectus. For additional information regarding the variable investment options, you should consult the prospectuses for the portfolios underlying the variable investment options.
Please refer to page 7 of this Prospectus for a discussion of risk factors.
The Securities and Exchange Commission (“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. Neither the contracts nor the fixed maturity options 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.
| #408427 |
| 3 | ||||
| 3 | ||||
| Description of the fixed maturity options | 4 | |||
| 4 | ||||
| 4 | ||||
| 5 | ||||
| 5 | ||||
| 6 | ||||
| 6 | ||||
| 6 | ||||
| 6 | ||||
| Risk factors | 7 | |||
| More information | 8 | |||
| 8 | ||||
| 9 | ||||
| Appendix | ||||
| — | I-1 |
When we address the reader of this Prospectus with words such as “you“ and “your,“ we mean the person who has right or responsibility that the Prospectus is discussing at that point. This is usually the contract owner.
When we use the word “contract“ it also includes certificates that are issued under group contracts.
2
We are Equitable Financial Life Insurance Company, a New York stock life insurance corporation. We have been doing business since 1859. The Company is an indirect wholly owned subsidiary of Equitable Holdings, Inc. No other company has any legal responsibility to pay amounts that the Company owes under the contracts. The Company is solely responsible for paying all amounts owed to you under your contract.
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.
You may also use our toll-free number (800) 628-6673 to speak with one of our customer service representatives. Our customer service representatives are available on each business day Monday through Thursday from 8:00 a.m. to 7:00 p.m., and on Friday until 5:00 p.m., Eastern Time.
Hearing or speech-impaired clients may call the AT&T National Relay Number at (800) 855-2880 for information about your account. If you have a Telecommunications Device for the Deaf (TDD), you may relay messages or questions to our Customer Service Department at (800) 628-6673, Monday through Thursday from 8:00 a.m. to 7:00 p.m., and on Friday until 5:00 p.m. Eastern Time. AT&T personnel will communicate our reply back to you, via the TDD.
Please see the Contract Prospectus for detailed information on how to reach us electronically, as well as, for our mailing addresses for contributions and other correspondence.
3
Description of the fixed maturity options
About our fixed maturity options
We offer fixed maturity options with maturity dates generally ranging from one to ten years. We will not accept allocations to a fixed maturity option if on the date the contribution or transfer is to be applied the rate to maturity is 3%. This means that at points in time there may be no fixed maturity options available. You can allocate your contributions to one or more of these fixed maturity options. However, you may not allocate more than one contribution to any one fixed maturity option. These amounts become part of a non-unitized separate account. They will accumulate interest at the “rate to maturity” for each fixed maturity option. The total amount you allocate to and accumulate in each fixed maturity option is called the “fixed maturity amount.” The fixed maturity options may not be available in all contracts or all states. See “State contract availability and/or variations of certain features and benefits” in your variable annuity contract prospectus more for information. See also “Charges and expenses” in Contract Prospectus for information on withdrawal charges when amounts are allocated to the fixed maturity options.
The rate to maturity you will receive for each fixed maturity option is the rate to maturity in effect for new contributions allocated to that fixed maturity option on the date we apply your contribution.
On the maturity date of a fixed maturity option, your fixed maturity amount, assuming you have not made any withdrawals or transfers, will equal your contribution to that fixed maturity option plus interest, at the rate to maturity for that contribution. This is the fixed maturity option’s “maturity value.” Before maturity, the current value we will report for your fixed maturity amount will reflect a market value adjustment. Your current value will reflect the market value adjustment that we would make if you were to withdraw all of your fixed maturity amounts on the date of the report. We call this your “market adjusted amount.”
Fixed maturity options and maturity dates. We currently offer fixed maturity options ending on June 15th for maturity years ranging from one through ten. Not all of these fixed maturity options will be available for annuitant ages 76 and above. See “Allocating your contributions”. See the Contract Prospectus for more information. As fixed maturity options expire, we expect to add maturity years so that generally ten fixed maturity options are available at any time.
We will not accept allocations to a fixed maturity option if on the date the contribution is to be applied:
| • | you previously allocated a contribution or made a transfer to the same fixed maturity option; or |
| • | the rate to maturity is 3%; or |
| • | the fixed maturity option’s maturity date is within 45 days; or |
| • | the fixed maturity option’s maturity date is later than the date annuity payments are to begin. |
Your choices at the maturity date. We will notify you at least 45 days before each of your fixed maturity options is scheduled to mature. At that time, you may choose to have one of the following take place on the maturity date, as long as none of the conditions listed above or in “Allocating your contributions” in the Contract Prospectus would apply:
| (a) | transfer the maturity value into another available fixed maturity option, or into any of the variable investment options; or |
| (b) | withdraw the maturity value (there may be a withdrawal charge). |
If we do not receive your choice on or before the fixed maturity option’s maturity date, we will automatically transfer your maturity value into the next available fixed maturity option (or another investment option if we are required to do so by any state regulation). We may change our procedures in the future.
Market value adjustment. If you make any withdrawals (including transfers, surrender or termination of your contract, or when we make deductions for charges) from a fixed maturity option before it matures we will make a market value adjustment, which will increase or decrease any fixed maturity amount you have in that fixed maturity option. The amount of the adjustment will depend on two factors:
| (a) | the difference between the rate to maturity that applies to the amount being withdrawn and the rate to maturity in effect at that time for new allocations to that same fixed maturity option, and |
| (b) | the length of time remaining until the maturity date. |
In general, if interest rates rise from the time that you originally allocate an amount to a fixed maturity option to the time that you take a withdrawal, the market value adjustment will be negative. Likewise, if interest rates drop at the end of that time, the market value adjustment will be positive. Also, the amount of the market value adjustment, either up or down, will be greater the longer the time remaining until the fixed maturity option’s maturity date. Therefore, it is possible that the market value adjustment could greatly reduce your value in the fixed maturity options, particularly in the fixed maturity options with later maturity dates.
Rates to maturity and price per $100 of maturity value
We can determine the amount required to be allocated to one or more fixed maturity options in order to produce
4
specified maturity values. For example, we can tell you how much you need to allocate per $100 of maturity value.
The rates to maturity are determined weekly. The rates in the table below are illustrative only and will most likely differ from the rates applicable at time of purchase. Current rates to maturity can be obtained from your financial professional or us. Please see the variable annuity contract prospectus for detailed information on how to reach us.
The rates to maturity for new allocations and the related price per $100 of maturity value are as shown below:
| Fixed Maturity Options with June 15th Maturity Date of |
Rate to Maturity as of February 14, 2023 |
Price Per $100 of Maturity Value | ||
| 2023 | 3.00%(2) | $96.14 | ||
| 2024 | 3.00%(2) | $93.33 | ||
| 2025 | 3.00%(2) | $90.61 | ||
| 2026 | 3.00%(2) | $87.98 | ||
| 2027 | 3.00%(2) | $85.41 | ||
| 2028 | 3.00%(2) | $82.92 | ||
| 2029(1) | 3.00%(2) | $80.50 | ||
| 2030(1) | 3.00%(2) | $78.16 | ||
| 2031(1) | 3.05% | $75.54 | ||
| 2032(1) | [ ]% | $[ ] |
| (1) | Not available in Oregon for EQUI-VEST® Employer-Sponsored Retirement Plans and EQUI-VEST® (Series 100-500) only. |
| (2) | Since these rates to maturity are 3%, no amounts could have been allocated to these options. |
How we determine the market value adjustment
We use the following procedure to calculate the market value adjustment (up or down) we make if you withdraw all of your value from a fixed maturity option before its maturity date.
| (1) | We determine the market adjusted amount on the date of the withdrawal as follows: |
| (a) | We determine the fixed maturity amount that would be payable on the maturity date, using the rate to maturity for the fixed maturity option. |
| (b) | We determine the period remaining in your fixed maturity option (based on the withdrawal date) and convert it to fractional years based on a 365-day year. For example, three years and 12 days becomes 3.0329. |
| (c) | We determine the current rate to maturity that applies on the withdrawal date to new allocations to the same fixed maturity option. |
| (d) | We determine the present value of the fixed maturity amount payable at the maturity date, using the period determined in (b) and the rate determined in (c). |
| (2) | We determine the fixed maturity amount as of the current date. |
| (3) | We subtract (2) from the result in (1)(d). The result is the market value adjustment applicable to such fixed maturity option, which may be positive or negative. |
Your market adjusted amount is the present value of the maturity value discounted at the rate to maturity in effect for new contributions to that same fixed maturity option on the date of the calculation.
If you withdraw only a portion of the amount in a fixed maturity option, the market value adjustment will be a percentage of the market value adjustment that would have applied if you had withdrawn the entire value in that fixed maturity option. This percentage is equal to the percentage of the value in the fixed maturity option that you are withdrawing. Any withdrawal charges that are deducted from a fixed maturity option will result in a market value adjustment calculated in the same way. See “Appendix: Market value adjustment example” for an example.
For purposes of calculating the rate to maturity for new allocations to a fixed maturity option (see (1)(c) above), we use the rate we have in effect for new allocations to that fixed maturity option. We use this rate even if new allocations to that option would not be accepted at that time. This rate will not be less than 3%. If we do not have a rate to maturity in effect for a fixed maturity option to which the “current rate to maturity” in (1)(c) above would apply, we will use the rate at the next closest maturity date. If we are no longer offering new fixed maturity options, the “current rate to maturity” will be determined in accordance with our procedures then in effect. We reserve the right to add up to 0.50% to the current rate in (1)(c) above for purposes of calculating the market value adjustment only.
Investments under the fixed maturity options
Amounts allocated to the fixed maturity options are held in a “non-unitized” separate account we have established under the New York Insurance Law. This separate account provides an additional measure of assurance that we will make full payment of amounts due under the fixed maturity options. Under New York Insurance Law, the portion of the separate account’s assets equal to the reserves and other contract liabilities relating to the contracts are not chargeable with liabilities from any other business we may conduct. We own the assets of the separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. We guarantee all benefits relating to your value in the fixed maturity options, regardless of whether assets supporting fixed maturity options are held in a separate account or our general account.
We have no specific formula for establishing the rates to maturity for the fixed maturity options. We expect the rates to be influenced by, but not necessarily correspond to, among other things, the yields that we can expect to realize on the separate account’s investments from time to time. Our current
5
plans are to invest in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities and government and agency issues having durations in the aggregate consistent with those of the fixed maturity options.
Although the above generally describes our plans for investing the assets supporting our obligations under the fixed maturity options under the contracts, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws. We will not determine the rates to maturity we establish by the performance of the nonunitized separate account.
Your contract’s value in the fixed maturity options
Your value in each fixed maturity option at any time before the maturity date is the market adjusted amount in each option, which reflects withdrawals out of the option and charges we deduct. This is equivalent to your fixed maturity amount increased or decreased by the market value adjustment. Your value, therefore, may be higher or lower than your contributions (less withdrawals) accumulated at the rate to maturity. At the maturity date, your value in the fixed maturity option will equal its maturity value, provided there have been no withdrawals or transfers.
Transferring your account value
At any time before the date annuity payments are to begin, you can transfer some or all of your account value among the investment options, subject to the following:
| • | You may not transfer to a fixed maturity option that has a rate to maturity of 3%. |
| • | If the annuitant is age 76-80, you must limit your transfers to fixed maturity options with maturities of seven years or less. If the annuitant is age 81 or older, you must limit your transfers to fixed maturity options of five years or less. We will not accept allocations to a fixed maturity option if on the date the contribution or transfer is to be applied, the rate to maturity is 3%. Also, the maturity dates may be no later than the date annuity payments are to begin. |
| • | Under certain contracts, if you make transfers out of a fixed maturity option other than at its maturity date, the transfer may cause a market value adjustment and affect your Guaranteed Principal Benefit (“GPB”). |
| • | Under certain contracts, a transfer into the guaranteed interest option will not be permitted if such transfer would result in more than 25% of the annuity account value being allocated to the guaranteed interest option, based on the annuity account value as of the previous business day. |
Withdrawing your account value
Unless you specify otherwise, we will subtract withdrawals on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If there is
insufficient value or no value in the variable investment options and guaranteed interest option, any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment will apply to withdrawals from the fixed maturity options
Please refer to the Contract Prospectus for more information regarding withdrawing value from your contract.
Withdrawal charges may apply to any withdrawal from your contract, including a withdrawal from a fixed maturity option. For more information regarding withdrawal charges and other charges applicable to the contract, please refer to the Contract Prospectus.
6
An allocation to a fixed maturity option has various risks associated with it.
Please be aware that a market value adjustment could result in a significant loss of principal and previously credited interest. Specifically:
| • | If you make any withdrawal (including transfers, surrender or termination of your contract, or when we make deductions for charges) from a fixed maturity option before it matures, we will make a market value adjustment. The market value adjustment may be negative. |
| • | If there is a market value adjustment and interest rates have increased from the time that you originally allocated to a fixed maturity option to the time that you take the withdrawal (including transfers, surrender or termination of your contract, or when we make deductions for charges), the market value adjustment will be negative and will reduce your value in the fixed maturity option. |
| • | The amount of the market value adjustment, either up or down, will be greater the longer the time remaining until the fixed maturity option’s maturity date. |
| • | Therefore, it is possible that a negative market value adjustment could greatly reduce your value in the fixed maturity options, particularly in fixed maturity options with later maturity dates. |
If we deduct all or a portion of a fee or charge from a fixed maturity option, a market value adjustment will apply to that deduction from the fixed maturity option. If the market value adjustment is negative, it will reduce your value in the fixed maturity option.
No company other than us has any legal responsibility to pay amounts that the Company owes under the contract and fixed maturity option. An owner should look to the financial strength of the Company for its claims-paying ability.
There are also risks associated with the Company. Before allocating to a fixed maturity option, you should carefully consider and evaluate all of the risks and other important information contained in this prospectus and in the documents we incorporate by reference into this prospectus, including our latest Annual Report on Form 10-K and any of the other periodic reports we file as required under the Exchange Act, related to the Company.
7
Fixed maturity option contributions, transfers, withdrawals and surrenders
| • | If a fixed maturity option is scheduled to mature on June 15th and June 15th is a non-business day, that fixed maturity option will mature on the prior business day. |
| • | Contributions allocated to a fixed maturity option will receive the rate to maturity in effect for that fixed maturity option on that business day. |
| • | Transfers to a fixed maturity option will receive the rate to maturity in effect for that fixed maturity option on that business day. |
| • | Transfers out of a fixed maturity option will be at the market adjusted amount on that business day. |
The Fixed Maturity Option is only available under certain variable annuity contract(s) issued by the Company. Extensive information about the arrangements for distributing the annuity contracts, including sales compensation, is included in the appropriate variable annuity contract prospectus and in the statement of additional information that relates to that prospectus under “Distribution of the contracts”, respectively. All of that information applies regardless of whether you choose to use the Fixed Maturity Option, and there is no additional plan of distribution or sales compensation with respect to the Fixed Maturity Option. There is also no change to the information regarding the fact that the principal underwriter(s) is an affiliate or an indirect wholly owned subsidiary of the Company.
8
Incorporation of certain documents by reference
The Company’s Annual Report on Form 10-K for the period ended December 31, 2022 (the “Annual Report”) is considered to be part of this Prospectus because it is incorporated by reference.
The Company files reports and other information with the SEC, as required by law. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the fixed maturity option (the “Registration Statement”). This Prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement.
After the date of this Prospectus and before we terminate the offering of the securities under the Registration Statement, all documents or reports we file with the SEC under the Securities Exchange Act of 1934 (“Exchange Act”), will be considered to become part of this Prospectus because they are incorporated by reference.
Any statement contained in a document that is or becomes part of this Prospectus, will be considered changed or replaced for purposes of this Prospectus if a statement contained in this Prospectus changes or is replaced. Any statement that is considered to be a part of this Prospectus because of its incorporation will be considered changed or replaced for the purpose of this Prospectus if a statement contained in any other subsequently filed document that is considered to be part of this Prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this Prospectus.
We file the Registration Statement and our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov.
Upon written or oral request, we will provide, free of charge, to each person to whom this Prospectus is delivered, a copy of any or all of the documents considered to be part of this Prospectus because they are incorporated herein. In accordance with SEC rules, we will provide copies of any exhibits specifically incorporated by reference into the text of the Exchange Act reports (but not any other exhibits). Requests for documents should be directed to:
Equitable Financial Life Insurance Company
1290 Avenue of the Americas
New York, NY 10104
Attention: Corporate Secretary (telephone: (212) 554-1234)
You can access our website at www.equitable.com.
Independent Registered Public Accounting Firm
The consolidated financial statements and financial statement schedules of Equitable Financial Life Insurance Company incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2022 have been so incorporated in reliance on the report of , an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
Disclosure of Commission Position on Indemnification for Securities Act Liability
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Securities Act”) may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
9
Appendix: Market value adjustment example
The example below shows how the market value adjustment would be determined and how it would be applied to a withdrawal, assuming that $100,000 was allocated on June 15, 2023 to a fixed maturity option with a maturity date of June 15, 2031 (eight years later) at a hypothetical rate to maturity of 4.00% (h), resulting in a maturity value of $136,886 on the maturity date. We further assume that a withdrawal of $50,000 is made four years later, on June 15, 2027.(a)
| Hypothetical assumed rate to maturity(j) on June 15, 2027 |
||||||||||||
| 2% | 6% | |||||||||||
| As of June 15, 2027 before withdrawal |
||||||||||||
| (1) market adjusted amount(b) |
$ | 126,455 | $ | 108,409 | ||||||||
| (2) fixed maturity amount(c) |
$ | 116,998 | $ | 116,998 | ||||||||
| (3) market value adjustment: (1) – (2) |
$ | 9,457 | $ | (8,589 | ) | |||||||
| On June 15, 2027 after $50,000 withdrawal |
||||||||||||
| (4) portion of market value adjustment associated with the
withdrawal: |
$ | 3,739 | $ | (3,961 | ) | |||||||
| (5) portion of fixed maturity associated with the
withdrawal: |
$ | 46,261 | $ | 53,961 | ||||||||
| (6) market adjusted amount (1) – $50,000 |
$ | 76,455 | $ | 58,409 | ||||||||
| (7) fixed maturity amount: (2) – (5) |
$ | 70,738 | $ | 63,037 | ||||||||
| (8) maturity value(d) |
$ | 82,762 | $ | 73,752 | ||||||||
You should note that in this example, if a withdrawal is made when rates have increased from 4.00% to 6.00% (right column), a portion of a negative market value adjustment is realized. On the other hand, if a withdrawal is made when rates have decreased from 4.00% to 2.00% (left column), a portion of a positive market value adjustment is realized.
Notes:
| (a) | Number of days from the withdrawal date to the maturity date = D = 1,461 |
| (b) | Market adjusted amount is based on the following calculation: |
| Maturity value | = | $136,886 | where j is either 2% or 6% | |||
| (1+j)(D/365) | (1+j)(1,461/365) | |||||
| (c) Fixed maturity amount is based on the following calculation: | ||||||
| Maturity value | = | $136,886 | ||||
| (1+h)(D/365) | (1+0.04)(1,461/365) | |||||
| (d) Maturity value is based on the following calculation: | ||||||
| Fixed maturity amount x (1+h)(D/365) = ($70,738 or $63,037) x (1+0.04)(1,461/365) | ||||||
I-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| ITEM 14. | OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION |
| ITEM OF EXPENSE |
ESTIMATED EXPENSE |
|||
| Registration fees |
$ | 0 | ||
| Federal taxes |
N/A | |||
| State taxes and fees (based on 50 state average) |
N/A | |||
| Trustees’ fees |
N/A | |||
| Transfer agents’ fees |
N/A | |||
| Printing and filing fees |
$ | 50,000 | * | |
| Legal fees |
N/A | |||
| Accounting fees |
N/A | |||
| Audit fees |
$ | 20,000 | * | |
| Engineering fees |
N/A | |||
| Directors and officers insurance premium paid by Registrant |
N/A | |||
| * | Estimated expense. |
| Item 15. | Indemnification of Directors and Officers |
The by-Laws of Equitable Financial Life Insurance Company (the “Company”) 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.ss. 721 - 726; Insurance Law ss.1216} |
The directors and officers of the Company are insured under policies issued by X.L. Insurance Company, Arch Insurance Company, Endurance Specialty Insurance Company, U.S. Specialty Insurance, ACE, Chubb Insurance Company, AXIS Insurance Company, Zurich Insurance Company, AWAC (Allied World Assurance Company Ltd.), Aspen Bermuda XS, CNA, AIG, One Beacon, Nationwide, Berkley, Berkshire, SOMPO, Chubb, Markel and ARGO RE Ltd. The annual limit on such policies is $300 million, and the policies insure the officers and directors against certain liabilities arising out of their conduct in such capacities.
| Item 16. | Exhibits |
Exhibits No.
| (1) |
(a) |
| (a)(i) |
II-2
| (b) |
| (c) |
| (d) |
II-3
| (e) |
| (e)(i) |
| (e)(ii) |
| (e)(iii) |
II-4
| 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. |
| (e)(iv) |
| (e)(v) |
| (e)(vi) |
| (e)(vii) |
| (e)(viii) |
| (e)(ix) |
| (e)(x) |
| (e)(xi) |
| (e)(xii) |
| (e)(xiii) |
| (e)(xiv) |
| (e)(xv) |
| (e)(xvi) |
| (e)(xvii) |
| (e)(xviii) |
| (e)(xix) |
| (e)(xx) |
| (f) |
| (f)(i) |
| (g) |
| (g)(i) | Broker-Dealer and General Agent Sales Agreement dated as of March 15, 2016 between AXA Distributors, LLC, AXA Advisors, LLC and AXA Network, LLC, incorporated herein by reference to Registration Statement on Form S-3 (File No. 333-229588) filed on April 16, 2019. |
| (h) |
| (2) | Not applicable. |
|
(4) |
(a) |
| (b) |
| (c) |
| (d) |
| (e) |
| (f) |
| (g)(i) |
II-5
| (g)(ii) |
| (h) |
| (i) |
| (j) |
| (k)(i) |
| (k)(ii) |
| (l) |
| (m) |
| (n) |
| (o) |
| (p) |
| (q) |
| (r) |
II-6
| Equivest Series 2000 contract incorporated herein by reference to Exhibit 4(v) to Registration Statement File No. 2-30070 filed on form N-4 on April 19, 2001. |
| (s) |
| (t) |
| (u) |
| (v) |
| (w) |
| (x) |
| (y) |
| (z) |
| (a)(a) |
| (b)(b) |
| (c)(c) |
II-7
| 200 EDCA contracts, No. 2002EDCA, incorporated herein by reference to Exhibit No. 4(c)(c) to Registration Statement File No. 2-30070, filed on Form N-4 on April 17, 2003. |
| (d)(d) |
| (e)(e) |
| (f)(f) |
| (g)(g) |
| (h)(h) |
| (i)(i) |
| (j)(j) |
| (k)(k) |
| (l)(l) |
| (m)(m) |
| (n)(n) |
| (o)(o) | Form of Flexible Premium Deferred Variable Annuity Certificate No. 2004EDCCERT-B, |
II-8
| incorporated herein by reference to Exhibit No. 4(o)(o) to Registration Statement File No. 2-30070, filed on Form N-4 on December 29, 2004. |
| (p)(p) |
| (q)(q) |
| (r)(r) |
| (s)(s) |
| (t)(t) |
| (u)(u) |
| (v)(v) |
| (w)(w) |
| (x)(x) |
| (y)(y) |
| (z)(z) |
II-9
| on January 12, 2006, and incorporated herein by reference. |
| (a)(a)(a) |
| (b)(b)(b) |
| (c)(c)(c) |
| (d)(d)(d) |
| (e)(e)(e) |
| (f)(f)(f) |
| (g)(g)(g) |
| (h)(h)(h) |
| (i)(i)(i) |
| (j)(j)(j) |
| (k)(k)(k) |
II-10
| incorporated herein by reference. |
| (l)(l)(l) |
| (m)(m)(m) |
| (n)(n)(n) |
| (o)(o)(o) |
| (p)(p)(p) |
| (q)(q)(q) |
| (r)(r)(r) |
| (s)(s)(s) |
| (t)(t)(t) |
| (u)(u)(u) |
| (v)(v)(v) |
| (w)(w)(w) |
II-11
| statement on Form N-4 File No. 333-81393 on April 21, 2008. |
| (x)(x)(x) |
| (y)(y)(y) |
| (z)(z)(z) |
| (a)(a)(a)(a) |
| (b)(b)(b)(b) |
| (c)(c)(c)(c) |
| (d)(d)(d)(d) |
| (e)(e)(e)(e) |
| (f)(f)(f)(f) |
| (g)(g)(g)(g) |
| (h)(h)(h)(h) |
| (i)(i)(i)(i) |
| (j)(j)(j)(j) |
| (k)(k)(k)(k) |
| (l)(l)(l)(l) |
| (m)(m)(m)(m) |
| (n)(n)(n)(n) |
| (o)(o)(o)(o) |
| (p)(p)(p)(p) |
| (q)(q)(q)(q) |
| (r)(r)(r)(r) |
| (s)(s)(s)(s) |
| (t)(t)(t)(t) |
| (u)(u)(u)(u) |
| (v)(v)(v)(v) |
| (w)(w)(w)(w) |
| (5) |
(8) Not applicable.
(12) Not applicable.
(15) Not applicable.
(23) Consent of Independent Registered Public Accounting Firm, to be filed by amendment.
II-12
(24) Powers of Attorney are filed herewith.
(25) Not applicable.
(26) Not applicable.
(Ex-107) Filings Fee Table. Filed herewith.
| Item 17. | Undertakings |
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this Registration Statement.
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the |
| securities being registered which remain unsold at the termination of the offering. |
II-13
| (4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (5) | That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
| (b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 |
II-14
| 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. |
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and State of New York, on this 16th of February, 2023.
| EQUITABLE FINANCIAL LIFE INSURANCE COMPANY (Registrant) | ||
| By: |
/s/ Shane Daly | |
| Shane Daly | ||
| Vice President and | ||
| Associate General Counsel | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by or on behalf of the following persons in the capacities and on the date indicated.
| PRINCIPAL EXECUTIVE OFFICER: | ||
| *Mark Pearson | Chief Executive Officer and Director | |
| PRINCIPAL FINANCIAL OFFICER: | ||
| *Robin Raju | Chief Financial Officer | |
| PRINCIPAL ACCOUNTING OFFICER: | ||
| *William Eckert | Chief Accounting Officer | |
*DIRECTORS:
| Francis Hondal | Craig MacKay | Bertram Scott | ||
| Arlene Isaacs-Lowe | Kristi Matus | George Stansfield | ||
| Daniel G. Kaye |
Mark Pearson |
Charles G.T. Stonehill | ||
| Joan Lamm-Tennant |
| *By: /s/ Shane Daly | ||
| Shane Daly | ||
| Attorney-in-Fact | ||
| February 16, 2023 | ||
SHANE DALY
Vice President and
Associate General Counsel
(212) 314-3912
(212) 314-3959
LAW DEPARTMENT
February 16, 2023
Equitable Financial Life Insurance Company
1290 Avenue of the Americas
New York, NY 10104
Dear Sirs:
This opinion is furnished in connection with the filing by Equitable Financial Life Insurance Company (“Equitable Financial”) of a Form S-3 Registration Statement of Equitable Financial for the purpose of registering Market Value Adjustment Interests under certain Flexible Premium Annuity contracts (“Interests”) under the Securities Act of 1933.
I have examined such corporate records of Equitable Financial and provisions of the New York insurance law as are relevant to authorization and issuance of the Interests and such other documents and laws as I consider appropriate. On the basis of such examination, it is my opinion that:
1. Equitable Financial is a corporation duly organized and validly existing under the laws of the State of New York.
2. The Interests (including any Interests credited thereunder) are duly authorized and when issued in accordance with applicable regulatory approvals represents validly issued and binding obligations of Equitable Financial.
I hereby consent to the use of this opinion as an exhibit to the Registration Statement.
| Very truly yours, | ||
| /s/ Shane Daly | ||
| Shane Daly | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or Director of Equitable Financial Life Insurance Company (the “Company”), a New York stock life insurance company, hereby constitutes and appoints José Ramón González, Kurt Meyers, Ralph A. Petruzzo, Nicholas Huth, Shane Daly and Robert Negron, each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and on his or her behalf and in his or her name, place and stead, to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Forms 10-K, 10-Q or 8-K) and any and all registration statements (and amendments thereto) by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to the “Registration Statements,” as defined below, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said attorneys-in-fact and agents being empowered to act with or without the others, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof.
The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:
Separate Account No. 45 (811-08754)
33-83750
333-44996
333-61380
333-64751
333-73121
Form N-4 registration statement(s) to be filed as necessary.
Separate Account No. 49 (811-07659)
|
333-05593 |
333-142414 | |
|
333-31131 |
333-160951 | |
|
333-60730 |
333-165395 | |
|
333-64749 |
333-207256 | |
|
333-79379 |
333-216084 | |
|
333-96177 |
333-254385 | |
|
333-127445 |
333-258709 | |
|
333-137206 |
Form N-4 registration statement(s) to be filed as necessary.
Separate Account No. 70 (811-22651)
|
333-178750 |
333-220167 | |
|
333-182795 |
333-220168 | |
|
333-182796 |
333-229766 | |
|
333-182903 |
333-229769 | |
|
333-190033 |
333-248863 | |
|
333-202147 |
Form N-4 registration statement(s) to be filed as necessary.
EFLIC
Separate Account A (811-01705)
| 2-30070 |
333-137052 | |
| 33-47949 |
333-141082 | |
| 33-58950 |
333-141292 | |
| 333-19925 |
333-146143 | |
| 333-81393 |
333-153809 | |
| 333-81501 |
333-186807 | |
| 333-130988 |
333-218513 |
Form N-4 registration statements for EQUI-VEST® contracts currently included in Reg. No. 2-30070 (EQUI-VEST® Individual, EQUI-VEST® Employer Sponsored, EQUI-VEST® VantageSM, EQUI-VEST® TSA AdvantageSM )
Form N-4 registration statements to be filed as necessary.
Equitable Financial Life Insurance Company
| 333-142453 |
333-236443 | |
| 333-142454 |
333-236445 | |
| 333-142455 |
333-248967 | |
| 333-142456 |
333-251414 | |
| 333-142457 |
333-253035 | |
| 333-142458 |
333-253036 | |
| 333-142459 |
333-253137 | |
| 333-142461 |
333-254384 | |
| 333-203542 |
333-258708 | |
| 333-214140 |
333-258880 | |
| 333-216769 |
333-262804 | |
| 333-216770 |
333-262805 | |
| 333-216772 |
333-263523 | |
| 333-222322 |
333-262807 | |
| 333-223717 |
333-262809 | |
| 333-229568 |
333-262812 | |
| 333-229588 |
333-263557 | |
| 333-236431 |
333-263743 | |
| 333-236436 |
333-265008 | |
| 333-236438 |
||
| 333-236441 |
||
| 333-236442 |
Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests under certain flexible annuity contracts of the Accumulator® line of variable annuity products.
Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests under certain flexible annuity contracts of the EQUI-VEST® line of variable annuity products.
Form S-1 or S-3 registration statements to be filed, as necessary, for index-linked investment options to be offered in connection with certain flexible annuity contracts. This includes, but is not limited to, the Structured Investment Option, Structured Capital Strategies®, Structured Capital Strategies® 16, Structured Capital Strategies® PLUS, Structured Capital Strategies® PLUS GuardSM, Structured Capital Strategies PLUS® 21 and Structured Capital Strategies® Income.
EFLIC
Form S-1 or S-3 registration statements to be filed, as necessary, for index-linked investment options to be offered in connection with certain flexible premium variable life insurance policies. This includes, but is not limited to, each Market Stabilizer Option®.
Form S-1 or S-3 registration statement(s) to be filed, as necessary, relating to funding agreements issued as an alternative to an escrow account.
Form S-1, S-3, N-3, N-4 or N-6 registration statements to be filed, as necessary, including but not limited to, any registration statements filed to continue the offering of, and/or register more securities for, any securities offered by the registration statements identified above.
Separate Account 301 (811-03301)
2-74667
Form N-4 registration statement(s) to be filed as necessary.
Separate Account FP (811-04335)
|
333-17639 |
333-132200 | |
|
333-17641 |
333-134307 | |
|
333-17663 |
333-207015 | |
|
333-17665 |
333-229235 | |
|
333-17669 |
333-229236 | |
|
333-17671 |
333-232418 | |
|
333-76130 |
333-232533 | |
|
333-103199 |
333-256251 | |
|
333-103202 |
333-257925 | |
|
333-115985 |
Form N-6 registration statement(s) to be filed as necessary.
Separate Account I (811-02581)
333-17633
Form N-6 registration statements(s) to be filed as necessary.
The undersigned has hereunto set his or her hand this 30th day of August, 2022.
| Signature |
Title | |
| /s/ Daniel G. Kaye Daniel G. Kaye |
Director | |
| /s/ Francis Hondal Francis Hondal |
Director | |
| /s/ Arlene Isaacs-Lowe Arlene Isaacs-Lowe |
Director | |
| /s/ Joan Lamm-Tennant Joan Lamm-Tennant |
Director | |
| /s/ Craig MacKay Craig MacKay |
Director | |
EFLIC
| Signature |
Title | |
| /s/ Kristi Matus Kristi Matus |
Director | |
| /s/ Mark Pearson Mark Pearson |
Chief Executive Officer and Director | |
| /s/ Bertram Scott Bertram Scott |
Director | |
| /s/ George Stansfield George Stansfield |
Director | |
| /s/ Charles G.T. Stonehill Charles G.T. Stonehill |
Director | |
| /s/ Robin Raju Robin Raju |
Chief Financial Officer | |
| /s/ William Eckert William Eckert |
Chief Accounting Officer | |
EFLIC
Calculation of Filing Fee Tables
S-3
(Form Type)
EQUITABLE FINANCIAL LIFE INSURANCE COMPANY
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price(1) |
Fee Rate |
Amount of Registration Fee |
Carry Form |
Carry Forward File Number |
Carry Forward Initial effective date |
Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||
| Fees to Be Paid |
Other | Interests in Structured Investment Option | ||||||||||||||||||||||
| Fees Previously Paid |
||||||||||||||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||
| Carry Forward Securities |
||||||||||||||||||||||||
| Total Offering Amounts | ||||||||||||||||||||||||
| Total Fees Previously Paid | ||||||||||||||||||||||||
| Total Fee Offsets | ||||||||||||||||||||||||
| Net Fee Due | ||||||||||||||||||||||||
| (1) | An indeterminate number or amount of interests in the Market Value Adjustment Interests under Flexible Premium Annuity Contracts that may from time to time be issued at indeterminate prices in U.S. dollars. Units of interest are only sold in U.S. dollar amounts. The maximum aggregate offering price is estimated solely for the purposes of determining the registration fee. |