Equitable Financial Life Insurance Co

Large accelerated filer

Accelerated filer

Non-accelerated filer

☒ (do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

0001193125-24-102700.txt : 20240419 0001193125-24-102700.hdr.sgml : 20240419 20240419145235 ACCESSION NUMBER: 0001193125-24-102700 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 11 REFERENCES 429: 333-269829 FILED AS OF DATE: 20240419 DATE AS OF CHANGE: 20240419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Equitable Financial Life Insurance Co CENTRAL INDEX KEY: 0000727920 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] ORGANIZATION NAME: 02 Finance IRS NUMBER: 135570651 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-277098 FILM NUMBER: 24857307 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2125541234 MAIL ADDRESS: STREET 1: 1345 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: AXA EQUITABLE LIFE INSURANCE CO DATE OF NAME CHANGE: 20040928 FORMER COMPANY: FORMER CONFORMED NAME: AXA-EQUITABLE LIFE INSURANCE CO DATE OF NAME CHANGE: 20040928 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES /NY/ DATE OF NAME CHANGE: 19920703 S-3/A 1 d784202ds3a.htm EQUITABLE FINANCIAL LIFE INSURANCE CO Equitable Financial Life Insurance Co

Registration No. 333-277098

Filed with the Securities and Exchange Commission on April 19, 2024

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

PRE-EFFECTIVE AMENDMENT NO. 1

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.)

1345 AVENUE OF THE AMERICAS

NEW YORK, NEW YORK 10105

(212) 554-1234

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

ALFRED AYENSU-GHARTEY

VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY

1345 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10105

(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: ☒

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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. ☐

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Pursuant to Rule 429 under the Securities Act of 1933, the prospectuses contained herein also related to Registration Statement No. 333-269829. 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 . ☐

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 this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Market Stabilizer Option^®

Issued by Equitable Financial Life Insurance Company and Equitable Financial Life Insurance Company of America

Prospectus dated May 1, 2024

Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing or taking any other action under your policy. Also, this Prospectus must be read along with the appropriate variable life insurance policy prospectus. This Prospectus is in addition to the appropriate variable life insurance policy prospectus and all information in the appropriate variable life insurance policy prospectus continues to apply unless addressed by this Prospectus.

Equitable Financial Life Insurance Company and Equitable Financial Life Insurance Company of America issue the Market Stabilizer Option^® described in this Prospectus. The Market Stabilizer Option^® is available only under certain variable life insurance policies that we offer and may not be available through your financial professional.

What is the Market Stabilizer Option^®?

The Market Stabilizer Option^® (“MSO”) is an investment option available under certain variable life insurance policies. The option provides for participation in the performance of the S&P 500 Price Return index, which excludes dividends (the “Index”) up to the Growth Cap Rate that we set on the Segment Start Date. While the Growth Cap Rate is set at the Company’s sole discretion, the Growth Cap Rate will not change during a Segment Term and the Growth Cap Rate will always be at least 6%. On the Segment Maturity Date, we will apply the Index-Linked Rate of Return to the Segment Account Value based on the performance of the Index. If the performance of the Index has been positive for the Segment Term and equal to or below the Growth Cap Rate, we will apply to the Segment Account Value an Index-Linked Rate of Return equal to the full Index performance. If the performance of the Index has been positive for the Segment Term and above the Growth Cap Rate, we will apply an Index-Linked Rate of Return equal to the Growth Cap Rate. If the Index has negative performance, the Index-Linked Rate of Return will be 0% unless the Index performance goes below -25% for the Segment Term. In that case only the negative performance in excess of -25% will be applied to the Segment Account Value and you bear the entire risk of loss of principal and previously credited interest for the portion of negative performance that exceeds -25%. Please see “Index-Linked Return” in “Description of the Market Stabilizer Option^®” in this Prospectus.

Please note that you will not be credited with any positive Index performance with respect to amounts that are removed from a Segment prior to the Segment Maturity Date. Even when the Index performance has been positive, such Early Distributions will cause you to lose some principal and previously credited interest. Please see “Early Distribution Adjustment” in this Prospectus.

Although under the variable life insurance policy, we reserve the right to apply a transfer charge up to $25 for each transfer among your investment options, there are no transfer

charges for transfers into or out of the MSO Holding Account. Please note that once policy account value has been swept from the MSO Holding Account into a Segment, transfers into or out of that Segment before its Segment Maturity Date will not be permitted. In addition, you cannot take a partial withdrawal from amounts transferred into a Segment before a Segment Maturity Date.

Among the many terms associated with the Market Stabilizer Option^® are:

•

Index-Linked Return for approximately a one year period tied to the performance of the S&P 500 Price Return index, which excludes dividends as described below.

•

Index-Linked Return will be applied at the end of the period (your Segment Term) on the Segment Maturity Date and only to amounts remaining within the segment until the Segment Maturity Date. The Index-Linked Return will not be applied before the Segment Maturity Date.

•

The Index-Linked Return could be positive, zero or in certain circumstances negative as described below. In the event that the S&P 500 Price Return index sustains a 100% loss, the maximum loss of principal and previously credited interest would be 75% and previously credited interest. Therefore, there is the possibility of a negative return on this investment at the end of your Segment Term, which could result in a significant loss of principal and previously credited interest.

•

An Early Distribution Adjustment on Early Distributions (including a requested loan payment, surrender, exercise of certain riders) will be made from the Segment Account Value before the Segment Maturity Date.

•

Any Early Distribution Adjustment that is made will cause you to lose principal and previously credited interest through the application of a Put Option Factor, as explained in this Prospectus, and that loss could potentially be substantial. Therefore you

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 policies 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 and previously credited interest.

EVM-109 (5/24)

Cat # 145364 (5/24)

#617386

NB/IF IL 99, IL 2000, IL Plus, IL Optimizer II, COIL, COIL IS, COIL IS Series 162 (EFLIC only); IL Optimizer III, IL Legacy II, IL Legacy III, VUL Optimizer, VUL Legacy, VUL Incentive Life Protect (EFLIC/EFLOA)

should carefully consider whether to make such distributions and/or maintain enough value in your Unloaned Guaranteed Interest Option (“Unloaned GIO”) and/or variable investment options to cover your monthly deductions. The Unloaned GIO is the portion of the Guaranteed Interest Option (“GIO”) that is not being held to secure policy loans you have taken. As described in this Prospectus, we will attempt to maintain a reserve (Charge Reserve Amount) to cover your monthly deductions, but it is possible that the Charge Reserve Amount will be insufficient to cover your monthly deductions.

•

The Company’s obligations under the MSO are subject to its creditworthiness and claims paying ability.

•

Index-linked investment options such as the MSO are complex insurance and investment options, and you should speak with a financial professional about the MSO’s features, benefits, risks, and fees, and whether the MSO is appropriate for you based upon your financial situation and objectives.

These are only some of the terms associated with the Market Stabilizer Option^®. Please read this Prospectus for more details about the Market Stabilizer Option^®. Also, this Prospectus must be read along with the appropriate variable life insurance policy prospectus as well as the appropriate variable life insurance policy and policy rider for this option. Please refer to page 5 of this Prospectus for a Definitions section that discusses these and other terms associated with the Market Stabilizer Option^®. Please refer to page 9 of this Prospectus for a discussion of risk factors.

Other policies. We offer a variety of fixed and variable life insurance policies which offer policy features, including investment options, that are different from those offered by this Prospectus. Not every policy or feature is offered through your financial professional. You can contact us to find out more about any other insurance policy.

The Market Stabilizer Option^® is not sponsored, endorsed, sold or promoted by Standard & Poor’s (“S&P”) or its third party licensors. Neither S&P nor its third party licensors makes any representation or warranty, express or implied, to the owners of the Market Stabilizer Option^® or any member of the public regarding the advisability of investing in securities generally or in the Market Stabilizer Option^® particularly or the ability of the S&P 500 Price Return index (the “Index”) to track general stock market performance. S&P’s and its third party licensor’s only relationship to the Company is the licensing of certain trademarks and trade names of S&P and the third party licensors and of the Index which is determined, composed and calculated by S&P or its third party licensors without regard to the Company or the Market Stabilizer Option^®. S&P and its third party licensors have no obligation to take the needs of the Company or the owners of the Market Stabilizer Option^® into consideration in determining, composing or calculating the Index. Neither S&P nor its third party licensors is responsible for and has

not participated in the determination of the prices and amount of the Market Stabilizer Option^® or the timing of the issuance or sale of the Market Stabilizer Option^® or in the determination or calculation of the equation by which the Market Stabilizer Option^® is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Market Stabilizer Option^®.

Contents of this Prospectus

Market Stabilizer Option^®


The Company		4


1. Definitions		5


2. Key Features of the Market Stabilizer Option^®		7


3. Fee Table Summary		8


4. Risk Factors		9
COVID-19		10
Cybersecurity risks and catastrophic events		11


5. Description of the Market Stabilizer Option^®		12
MSO Holding Account		12
Segments		12
Segment maturity		13
Growth Cap Rate		13
Index-Linked Return		14
Change in Index		14
Charges		15
Charge Reserve Amount		15
How we deduct policy monthly charges during a Segment Term		15
Early Distribution Adjustment		16


6. Distribution of the policies		23


7. Incorporation of certain documents by reference		24


Appendices

Policy/rider variations		25

Early Distribution Adjustment Examples		26

When we address the reader of this Prospectus with words such as “you” and “your,” we mean the person who has the right or responsibility that the Prospectus is discussing at that point. This is usually the policy owner.

The Company

Equitable Financial Life Insurance Company of America is an Arizona stock life insurance corporation organized in 1969 with an administrative office located at 8501 IBM Drive, Suite 150 - Life Operations, Charlotte, NC 28262-4333. Equitable Financial Life Insurance Company is a New York stock life insurance corporation doing business since 1859 with its home office located at 1345 Avenue of the Americas, New York, NY 10105. We are indirect wholly owned subsidiaries of Equitable Holdings, Inc.

We are licensed to sell life insurance and annuities in all fifty states (except Equitable Financial Life Insurance Company of America is not licensed in the state of New York), the District of Columbia, Puerto Rico and the U.S. Virgin Islands. No other company has any legal responsibility to pay amounts that the Company owes under the policies. The Company is solely responsible for paying all amounts owed to you under the policy.

How to reach us

Please refer to the “How to reach us” section of the variable life insurance policy prospectus for more information regarding contacting us and communicating your instructions. We also have specific forms that we recommend you use for electing the MSO and any MSO transactions.

1. Definitions

Cash Surrender Value — the cash surrender value is equal to the difference between your policy account value and any surrender charges that are in effect under your policy. The Segment Distribution Value is used to determine the policy account value for this purpose.

Company — Refers to Equitable Financial Life Insurance Company of America (“Equitable America”) or Equitable Financial Life Insurance Company (“Equitable Financial”). The terms “we”, “us”, and “our” are also used to identify the issuing Company. Equitable America does not do business or issue policies in the state of New York. Generally, Equitable America will issue policies in all states except New York and Equitable Financial will issue policies in New York. However, if any selling agent is an Equitable Advisors financial professional whose business address is in the state of New York, the issuing Company will be Equitable Financial, even if the policy is issued in a state other than New York.

Charge Reserve Amount — A minimum amount of policy account value in the Unloaned GIO (the portion of the Guaranteed Interest Option (“GIO”) that is not being held to secure policy loans you have taken) that you are required to maintain in order to approximately cover all of the estimated monthly charges for the policy (including, but not limited to, the policy’s monthly cost of insurance charge, the policy’s monthly administrative charge, the policy’s monthly mortality and expense risk charge, the MSO’s monthly Variable Index Segment Account Charge (the monthly charge deducted from the policy account) and any monthly optional rider charges, (please see “Charges” in this Prospectus for more information) during the Segment Term. The Charge Reserve Amount will be determined on each Segment Start Date as an amount projected to be sufficient to cover all of the policy’s monthly deductions during the Segment Term, assuming at the time such calculation is made that no interest or investment performance is credited to or charged against the policy account and that no policy changes or additional premium payments are made. The Charge Reserve Amount will be reduced by each subsequent monthly deduction (but not to less than zero). There is no requirement to maintain a Charge Reserve Amount, which would cover approximately all estimated monthly policy charges, if you are not in a Segment. Please see “Segments” in this Prospectus for more information about the investment options from which account value could be transferred to the Unloaned GIO on a Segment Start Date in order to meet this requirement.

Downside Protection (also referred to in your policy as the “Segment Loss Absorption Threshold Rate”) — This is your protection against negative performance of the S&P 500 Price Return index for a Segment held until its Segment Maturity Date. It is currently -25%. The Downside Protection is set on the Segment Start Date and any Downside Protection in excess of -25% will be set at the Company’s sole discretion. However, the Downside Protection will not change during a Segment Term and at least -25% of Down-

side Protection will always be provided when a Segment is held until the Segment Maturity Date.

Early Distribution — a requested loan payment, surrender, deduction for monthly charges (if amounts are not available from the variable investment options or unloaned GIO) or other distribution from a Segment made prior to the Segment Maturity Date. Such other distributions would include any distributions from the policy that we deem necessary to continue to qualify the policy as life insurance under applicable tax law, any unpaid loan interest, or any distribution in connection with the exercise of a rider available under your policy. Payment of death benefit proceeds is not an Early Distribution.

Early Distribution Adjustment (“EDA,” may also be referred to in your policy as the “Market Value Adjustment”) — An adjustment that we make to your Segment Account Value, in the event of an Early Distribution. An EDA that is made will cause you to lose principal and previously credited interest through the application of a Put Option Factor, which estimates the market value, at the time of an Early Distribution, of the risk that you would suffer a loss if your Segment were continued (without taking the Early Distribution) until its Segment Maturity Date and that loss could be substantial. The EDA will usually result in a reduction in your Segment Account Value and your other policy values. Therefore, you should give careful consideration before taking any early loan or surrender, or allowing the value in your other investment options to fall so low that we must make any monthly deduction from a Segment. Please see “Early Distribution Adjustment” in this Prospectus for more information.

Growth Cap Rate — The maximum rate of return that will be applied to a Segment Account Value. The Growth Cap Rate is set for each Segment on the Segment Start Date. While the Growth Cap Rate is set at the Company’s sole discretion, the Growth Cap Rate will not change during a Segment Term and the Growth Cap Rate will always be at least 6%.

Index — The S&P 500 Price Return index, which is the S&P 500 index excluding dividends. This index includes 500 leading companies in leading industries in the U.S. economy.

Index Performance Rate — The Index Performance Rate measures the percentage change in the Index during a Segment Term for each Segment. If the Index is discontinued or if the calculation of the Index is substantially changed, we reserve the right to substitute an alternative index. We also reserve the right to choose an alternative index at our discretion. Please see “Change in Index” for more information.

The Index Performance Rate is calculated by ((b) divided by (a)) minus one, where:

(a)	is the value of the Index at the close of business on the Segment Start Date, and

(b)	is the value of the Index at the close of business on the Segment Maturity Date.

We determine the value of the Index at the close of business, which is the end of a business day. Generally, a business day is any day the New York Stock Exchange is open for trading. If the New York Stock Exchange is not open for trading or if the Index value is, for any other reason, not published on the Segment Start Date or a Segment Maturity Date, the value of the Index will be determined as of the end of the most recent preceding business day for which the Index value is published.

Index-Linked Rate of Return — The rate of return we apply to calculate the Index-Linked Return which is based on the Index Performance Rate adjusted to reflect the Growth Cap Rate and protection against negative performance. Therefore, if the performance of the Index is zero or positive, we will apply that performance up to the Growth Cap Rate. If the performance of the Index is negative, we will apply performance of zero unless the decline in the performance of the Index is below -25% in which case negative performance in excess of -25% will apply. Please see the chart under “Index-Linked Return” for more information.

Index-Linked Return — The amount that is applied to the Segment Account Value on the Segment Maturity Date that is equal to that Segment’s Index-Linked Rate of Return multiplied by the Segment Account Value on the Segment Maturity Date. The Index-Linked Return may be positive, negative or zero. The Indexed-Linked Return is only applied to amounts that remain in a Segment Account Value until the Segment Maturity Date. For example, a surrender of your policy before Segment maturity will eliminate any Index-Linked Return and be subject to an Early Distribution Adjustment.

Initial Segment Account — The amount initially transferred to a Segment from the MSO Holding Account on its Segment Start Date, net of:

(a)	the Variable Index Benefit Charge (see “Charges” in this Prospectus)

and

(b)

the amount, if any, that may have been transferred from the MSO Holding Account to the Unloaned GIO to cover the Charge Reserve Amount (see “Charge Reserve Amount” in this Prospectus). Such a transfer would be made from the MSO Holding Account to cover the Charge Reserve Amount only (1) if you have given us instructions to make such a transfer or (2) in the other limited circumstances described under “Segments” in this Prospectus.

MSO Holding Account — This is a portion of the EQ/Money Market variable investment option that holds amounts designated by the policy owner for investment in the MSO prior to any transfer into the next available new Segment.

any monthly benefit payments under the Long-Term Care Services^SM Rider, and minus any surrender charge that then remains applicable. For this purpose, the Segment Distribution Value is used to calculate the policy account value.

Policy Account Value — Your “policy account value” is the total of (i) your amounts in our variable investment options, (ii) your amounts in our guaranteed interest option (other than amounts included in (iii)) and (iii) any amounts that we are holding to secure policy loans that you have taken (including any interest on those amounts which has not yet been allocated to the investment options). The account value (Segment Account Value or Segment Distribution Value) of any policy amounts transferred to the MSO is also included in your policy account value. See definitions of “Segment Account Value” and “Segment Distribution Value” for additional detail regarding the calculation of the policy account value when there are assets invested in the MSO.

Segment — The portion of your total investment in the MSO that is associated with a specific Segment Start Date. You create a new Segment each time an amount is transferred from the MSO Holding Account into a Segment Account.

Segment Account Value (also referred to in your policy as the “Segment Account”) — The amount of an Initial Segment Account subsequently reduced by any Early Distribution. Any such reduction in the Segment Account Value prior to its Segment Maturity Date will result in a corresponding Early Distribution Adjustment, which will cause you to lose principal and previously credited interest, and that loss could be substantial. The Segment Account Value is used in determining policy account values, death benefits, and the net amount at risk for monthly cost of insurance calculations of the policy and the new base policy face amount associated with a requested change in death benefit option.

Segment Distribution Value (also referred to in your policy as the “Segment Value”) — This is the Segment Account Value minus the Early Distribution Adjustment that would apply on a full surrender of that Segment at any time prior to the Segment Maturity Date. Segment Distribution Values will be used in determining policy value available to cover monthly deductions, any applicable proportionate surrender charges for requested face amount reductions, and other distributions; cash surrender values and maximum loan values subject to any applicable base policy surrender charge. They will also be used in determining whether any outstanding policy loan and accrued loan interest exceeds the policy account value.

Segment Maturity Date — The date on which a Segment Term is completed and the Index-Linked Return for that Segment is applied to a Segment Account Value.

Segment Maturity Value — This is the Segment Account Value adjusted by the Index-Linked Return for that Segment.

Segment Start Date — The Segment Start Date is the day on which a Segment is created.

Segment Term — The duration of a Segment. The Segment Term for each Segment begins on its Segment Start Date and ends on its Segment Maturity Date one year later. We are currently only offering Segment Terms of approximately one year. We may offer different durations in the future.

2. Key Features of the Market Stabilizer Option^®

•

We currently only offer Segment Terms of approximately one year. We may offer different durations in the future.

•

The Growth Cap Rate for each Segment is set at the Company’s sole discretion on or before the Segment Start Date. The Growth Cap Rate will not change during a Segment Term and the Growth Cap Rate will always be at least 6%. You may set a minimum Growth Cap Rate that is acceptable to you.

•

On the Segment Maturity Date, we will apply the Index-Linked Rate of Return to the Segment Account Value based on the performance of the Index. If the performance of the Index has been positive for the Segment Term and equal or below the Growth Cap Rate, we will apply to the Segment Account Value an Index-Linked Rate of Return equal to the full Index performance. If the performance of the Index has been positive for the Segment Term and above the Growth Cap Rate, we will apply an Index-Linked Rate of Return equal to the Growth Cap Rate.

•

The downside protection is 25%. Accordingly, if the Index has negative performance, the Index-Linked Rate of Return will be 0% unless the Index performance goes below -25% for the Segment Term. In that case, only the negative performance in excess of -25% will be applied to the Segment Account Value and you bear the entire risk of loss of principal and previously credited interest for the portion of negative performance that exceeds -25%. You could lose 75% of principal and any previously credited interest.

•

An Early Distribution Adjustment on Early Distributions will be made from the Segment Account Value before the Segment Maturity Date. Any Early Distribution Adjustment will cause you to lose up to 75% of principal and previously credited interest even if the Index has experienced positive performance since the Segment Start Date, and this loss may be substantial. You will also forfeit any positive Index performance and could be subject to surrender charges and tax consequences may apply.

•

Once policy account value is in a Segment, you cannot transfer out of or take a partial withdrawal from a Segment prior to the Segment Maturity Date.

•

We reserve the right to substitute an alternative index for the S&P 500 Price Return index, which could reduce the Growth Cap Rates we can offer. If we were to substitute an alternative index at our discretion, we would provide notice 45 days before making that change. The new index would only apply to new Segments. Any outstanding Segments would mature on their original Segment Maturity Dates.

•

Please see “Fee Table” for complete detail on fees and charges.

3. Fee Table Summary


MSO Charges	When Charge is Deducted	Guaranteed Maximum
Variable Index Benefit Charge⁽¹⁾	On Segment Start Date	0.75%
Variable Index Segment Account Charge⁽¹⁾	At the beginning of each policy month during the Segment Term	1.65%⁽²⁾
Total		2.40%
Mortality and Expense Risk Charge⁽³⁾	Monthly	Policy Year	Annual % of your value in the MSO
		1-10	1.00%
		11+	0.50%

Other

When Charge is Deducted

Maximum Spread

Percentage that May

be Deducted

Loan Interest Spread⁽⁴⁾ for Amounts of Policy Loans Allocated to MSO Segment

On each policy anniversary (or on loan termination, if earlier)

New York policies (and OR for certain products): 2%

All other policies: 5%

Other

When Charge is Deducted

Maximum Amount

that May be

Deducted

Early Distribution Adjustment

On Early Distribution

75% of Segment Account Value⁽⁵⁾

(1)	These charges represent annual rates.

(2)	The current non-guaranteed rate is provided in the applicable variable life insurance policy prospectus.

(3)

The base variable life insurance policy’s mortality and expense risk charge will also apply to a Segment Account Value or any amounts held in the MSO Holding Account. Amounts in the MSO Holding Account reflect fees and expenses of the EQ/Money Market Portfolio. Please see “Charges” in this Prospectus for more information. Please refer to the appropriate variable life insurance policy prospectus for more information.

(4)

We charge interest on policy loans but credit you with interest on the amount of the policy account value we hold as collateral for the loan. The “spread” is the difference between the interest rate we charge you on a policy loan and the interest rate we credit to you on the amount of your policy account value that we hold as collateral for the loan.

(5)

The actual amount of an Early Distribution Adjustment is determined by a formula that depends on, among other things, how the Index has performed since the Segment Start Date, as discussed in detail under “Early Distribution Adjustment” in this Prospectus. The maximum amount of the adjustment would occur if there is a total distribution at a time when the Index has declined to zero.

This fee table applies specifically to the MSO and should be read in conjunction with the fee table in the appropriate variable life insurance policy prospectus.

Changes in charges

Any changes that we make in our current charges or charge rates will be on a basis that is equitable to all policies belonging to a given class, and will be determined based on reasonable assumptions as to expenses, mortality, investment income, lapses and policy claims associated with morbidity. For the sake of clarity, the assumptions referenced above include taxes, the cost of hedging, longevity, volatility, other market conditions, surrenders, persistency, conversions, disability, accident, illness, inability to perform activities of daily living, and cognitive impairment, if applicable. Any changes in charges may apply to then in force policies, as well as to new policies. You will be notified in writing of any changes in charges under your policy.

4. Risk Factors

There are risks associated with some features of the Market Stabilizer Option^®:

•

Because the Company relies on a single point in time to calculate the Index return, you may experience a negative return on the Segment Maturity Date even if the Index has experienced gains through some, or most, of the Segment Term.

•

There is a risk of a substantial loss of your principal and previously credited interest because you agree to absorb all losses from the portion of any negative Index performance that exceeds -25%. You could lose 75% of principal and any previously credited interest.

•

Your Index-Linked Return is also limited by the Growth Cap Rate, which could cause your Index-Linked Return to be lower than it would otherwise be if you participated in the full performance of the S&P 500 Price Return index.

•

You will not know what the Growth Cap Rate is before the Segment starts. Therefore, you will not know in advance the upper limit on the return that may be credited to your investment in a Segment.

•

Negative consequences apply if, for any reason, amounts you have invested in a Segment are removed before the Segment Maturity Date. Specifically, with respect to the amounts removed early, you would (1) forfeit any positive Index performance and (2) be subject to an Early Distribution Adjustment that exposes you to a risk of potentially substantial loss of principal and previously credited interest. This exposure is designed to be consistent with the treatment of losses on amounts held to the Segment Maturity Date. Even when the Index performance has been positive, the EDA will cause you to lose some principal and previously credited interest on an early removal. Surrender charges and tax consequences could also apply.

•

The following types of removals (also referred to as Early Distributions) of account value from a Segment will result in the above-mentioned penalties to you, if the removals occur prior to the Segment Maturity Date: (a) a surrender of your policy; (b) a loan from your policy; (c) a distribution in order to enable your policy to continue to qualify as life insurance under the federal tax laws; (d) certain distributions in connection with the exercise of a rider available under your policy; and (e) a charge or unpaid policy loan interest that we deduct from your Segment Account Value because the Charge Reserve Amount and other funds are insufficient to cover them in their entirety. The Charge Reserve Amount may become insufficient because of policy changes that you request, additional premium payments, investment performance, policy loans, policy partial withdrawals from other

investment options besides the MSO, and any increases we make in current charges for the policy (including for the MSO and optional riders).

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Certain of the above types of early removals can occur (and thus result in penalties to you) without any action on your part. Examples include (i) certain distributions we might make from your Segment Account Value to enable your policy to continue to qualify as life insurance and (ii) deductions we might make from your Segment Account Value to pay charges if the Charge Reserve Amount becomes insufficient.

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Any applicable EDA will generally be affected by changes in both the volatility and level of the S&P 500 Price Return Index. Any EDA applied to any Segment Account Value is linked to the estimated value of a put option on the S&P 500 Price Return index as described in this Prospectus. The estimated value of the put option and, consequently, the amount of the EDA will generally be higher after increases in market volatility or after the Index experiences a negative return following the Segment Start Date.

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Once policy account value is in a Segment, you cannot transfer out of a Segment and you can only make withdrawals out of a Segment if you surrender your policy. This would result in the imposition of any applicable surrender charges and EDA.

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We may not offer new Segments so there is also the possibility that a Segment may not be available for a Segment Renewal at the end of your Segment Term(s).

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We also reserve the right to substitute an alternative index for the S&P 500 Price Return index, which could reduce the Growth Cap Rates we can offer.

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No company other than us has any legal responsibility to pay amounts that the Company owes under the policies. An owner should look to the financial strength of the Company for its claims-paying ability.

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You do not have any rights in the securities underlying the index, including, but not limited to, (i) interest payments, (ii) dividend payments or (iii) voting rights.

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Your Segment Maturity Value is dependent on the performance of the index on the Segment Maturity Date.

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Past performance of the index is no indication of future performance.

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The amounts required to be maintained in the Unloaned GIO for the Charge Reserve Amount during the Segment Term may earn a return that is less than the return you might have earned on those amounts in another investment option had you not invested in a Segment.

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If you do not specify a minimum Growth Cap Rate acceptable to you, your account value could transfer into a Segment with a Growth Cap Rate that may be lower than what you would have chosen. If a minimum has been specified, account value could remain uninvested in the MSO Holding Account until the next Segment Start Date, if any, where the Growth Cap Rate is at or above the minimum specified by you.

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If you are invested in MSO, you may also elect the Asset Rebalancing Service, if offered under your policy. However, any amounts allocated to the MSO will not be included in the rebalance transactions. The investment options available to your Asset Rebalancing Service do not include the MSO Holding Account or Segments.

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If an enhanced death benefit guarantee rider or an enhanced no lapse guarantee rider is included with your policy, and if you allocate your net premiums or transfer amounts of your policy to the MSO, the rider must first be terminated. Once terminated, any such enhanced death benefit guarantee rider or enhanced no lapse guarantee rider cannot be restored.

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You must forgo the additional no lapse guarantee benefit provided by the Extended No Lapse Guarantee Rider if you want to allocate to the MSO. Please see “Extended No Lapse Guarantee Rider” in this Prospectus for more information.

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If your policy has any of these endorsements or riders that schedule or permit an increase in the face amount of your policy (including Target Amount Increases) or the face amount of a term insurance rider, or any combination of the two, any such increase during a Segment Term will be subject to the “face amount increases” provision of the MSO rider for purposes of determining the sufficiency of your values in the investment options under your policy including the MSO Holding Account, and the Unloaned GIO, to cover the recalculated Charge Reserve Amount on the effective date of the increase. The same provision will govern the necessity for any transfers to supplement the amount in the Unloaned GIO. Please also see “Requested Face Amount Increases” under “Description of the Market Stabilizer Option^®“ in this Prospectus for more information.

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If you die prior to the Segment Maturity Date, your death benefit will be paid as of your date of death and will not be subject to an Early Distribution Adjustment, but you will not receive any positive Index performance.

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The MSO is not available while the Paid Up Death Benefit Guarantee is in effect. Please see “Paid Up Death Benefit Guarantee” in this Prospectus for more information.

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For certain variable life insurance policies, if a paid up death benefit guarantee is included with your policy, and if you elect the paid up death benefit guarantee while any Segment is in effect, all Segments will be terminated with corresponding Early Distribution Adjustments. If this occurs, the Segment Distribution Value will be used in place of the Segment Account Value in the calculation of your policy account value for purposes of determining the paid up death benefit guarantee face amount.

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If your policy has the Loan Extension Endorsement, and your policy goes on Loan Extension while you have amounts invested in MSO, you will forfeit any positive index performance and be subject to an Early Distribution Adjustment with respect to these amounts. In addition, MSO will no longer be available once you go on Loan Extension. Please see “Loan Extension” in this Prospectus for more information.

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If you elect the Long-Term Care Services^SM Rider, after a period of coverage ends, any Segments will be terminated with an Early Distribution Adjustment and you will forfeit any positive Index performance. Any remaining amounts will be allocated in the variable investment options and GIO based on your premium allocations then in effect. Please see “Long-Term Care Services^SM Rider” in this Prospectus for more information.

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If you exercise a Living Benefits Rider or an accelerated death benefit rider (which may be referred to as a “total and permanent disability accelerated death benefit rider” or a “limited life expectancy accelerated death benefit rider”), any portion of the accelerated payment allocated to an individual Segment will cause a corresponding Early Distribution Adjustment of the Segment Account Value and you will forfeit any positive Index performance. Please see ”Living Benefits Rider” in this Prospectus for more information.

COVID-19

The COVID-19 pandemic has negatively impacted the U.S. and global economies. A wide variety of factors continue to impact financial and economic conditions, including, among others, volatility in the financial markets, rising inflation rates, supply chain disruptions, continued low interest rates and changes in fiscal or monetary policy. Efforts to prevent the spread of COVID-19 have affected our business directly in a number of ways, including through the temporary closures of many businesses and schools and the institution of social distancing requirements in many states and local communities. Businesses or schools that have reopened have restricted or limited access for the foreseeable future and may do so on a permanent or episodic basis. As a result, our ability to sell products through our regular channels and the demand for our products and services has been significantly impacted.

While we have implemented risk management and contingency plans with respect to the COVID-19 pandemic, such measures may not adequately protect our business from the full impacts of the pandemic. Currently, most of our employees and advisors are continuing to work remotely. Extended periods of remote work arrangements could introduce additional operational risk including, but not limited to, cybersecurity risks, and impair our ability to effectively manage our business. We also outsource a variety of functions to third parties whose business continuity strategies are largely outside our control.

Economic uncertainty resulting from the COVID-19 pandemic may have an adverse effect on product sales and result in existing policyholders withdrawing at greater rates.

COVID-19 could have an adverse effect on our insurance business due to increased mortality and morbidity rates. The cost of reinsurance to us for these policies could increase, and we may encounter decreased availability of such reinsurance. If policyholder lapse and surrender rates or premium waivers significantly exceed our expectations, we may need to change our assumptions, models or reserves.

Our investment portfolio has been, and may continue to be, adversely affected by the COVID-19 pandemic. Our investments in mortgages and commercial mortgage-backed securities have been, and could continue to be, negatively affected by delays or failures of borrowers to make payments of principal and interest when due. In some jurisdictions, local governments have imposed delays or moratoriums on many forms of enforcement actions. Furthermore, declines in equity markets and interest rates, reduced liquidity or a continued slowdown in the U.S. or in global economic conditions may also adversely affect the values and cash flows of investments. Market volatility also caused significant increases in credit spreads, and any continued volatility may increase our borrowing costs and decrease product fee income. Further, severe market volatility may leave us unable to react to market events in a prudent manner consistent with our historical investment practices.

The extent of the COVID-19 pandemic’s impact on us will depend on future developments that are still highly uncertain, including the severity and duration of the pandemic, actions taken by governments and other third parties in response to the pandemic and the availability and efficacy of vaccines against COVID-19 and its variants.

Cybersecurity risks and catastrophic events

to calculate account values, cause the release and possible destruction of confidential customer or business information, impede order processing, subject us and/or our service providers and intermediaries to regulatory fines and financial losses and/or cause reputational damage. In addition, the occurrence of any pandemic disease (like COVID-19), natural disaster, terrorist attack or any other event that results in our workforce, and/or employees of service providers and/or third-party administrators, being compromised and unable or unwilling to fully perform their responsibilities, could likewise result in interruptions in our service, including our ability to issue policies and process policy transactions. Even when our workforce and employees of our service providers and/or third-party administrators can work remotely, those remote work arrangements could result in our business operations being less efficient than under normal circumstances and lead to delays in our issuing policies and processing of other policy-related transactions, as well as possibly being more susceptible to cyberattacks. Cybersecurity risks and catastrophic events may also impact the issuers of securities in which the underlying funds invest, which may cause the funds underlying your policy to lose value. While there can be no assurance that we or the underlying funds or our service providers will avoid losses affecting your policy due to cyberattacks, information security breaches or other catastrophic events in the future, we take reasonable steps to mitigate these risks and secure our systems and business operations from such failures, attacks and events.

5. Description of the Market Stabilizer Option^®

We offer a Market Stabilizer Option^® that provides a rate of return tied to the performance of the Index.

MSO Holding Account

The amount of each transfer or loan repayment you make to the MSO, and the balance of each premium payment you make to the MSO after any premium charge under your base policy has been deducted, will first be placed in the MSO Holding Account. The MSO Holding Account is a portion of the regular EQ/Money Market variable investment option that will hold amounts allocated to the MSO until the next available Segment Start Date. The MSO Holding Account has the same rate of return and is subject to the same underlying portfolio operating expenses and same mortality and expense risk charges as the EQ/Money Market variable investment option. Please refer to “Fee Table” of the variable life insurance policy prospectus for more information regarding such expenses. We currently plan on offering new Segments on a monthly basis but reserve the right to offer them less frequently or to stop offering them or to suspend offering them temporarily.

Before any account value is transferred into a Segment, you can transfer amounts from the MSO Holding Account into other investment options available under your policy at any time subject to any transfer restrictions within your policy. You can transfer into and out of the MSO Holding Account at any time up to and including the Segment Start Date provided your transfer request is received at our administrative office by such date. For example, you can transfer policy account value into the MSO Holding Account on the 3rd Friday of June, which is the Segment Start Date. That policy account value would transfer into the Segment starting on that date, subject to the conditions mentioned earlier. You can also transfer policy account value out of the MSO Holding Account before the end of the business day on the Segment Start Date and that account value would not be swept into the Segment starting on that date. Please refer to the “How to reach us” section of the variable life insurance policy prospectus for more information regarding contacting us and communicating your instructions. We also have specific forms that we recommend you use for electing the MSO and any MSO transactions.

On the Segment Start Date, account value in the MSO Holding Account, excluding charges and any account value transferred to cover the Charge Reserve Amount, will be transferred into a Segment if all requirements and limitations are met that are discussed under “Segments” immediately below.

Segments

Each Segment will have a Segment Start Date of the 3rd Friday of each calendar month and will have a Segment Maturity Date on the 3rd Friday of the same calendar month in the succeeding calendar year.

In order for any amount to be transferred from the MSO Holding Account into a new Segment on a Segment Start Date, all of the following conditions must be met on that date:

(1)	The Growth Cap Rate for that Segment must be equal to or greater than your minimum Growth Cap Rate (Please see “Growth Cap Rate” in this Prospectus).

(2)	There must be sufficient account value available within the Unloaned GIO and the variable investment options including the MSO Holding Account to cover the Charge Reserve Amount as determined by us on such date (Please see “Charge Reserve Amount” in this Prospectus).

(3)

The Growth Cap Rate must be greater than the sum of the annual interest rate we are currently crediting on the Unloaned GIO (“A”), the Variable Index Benefit Charge rate (“B”), the annualized monthly Variable Index Segment Account Charge rate (“C”) and the current annualized monthly mortality and expense risk charge rate (“D”). The Growth Cap Rate must be greater than (A+B+C+D). This is to ensure that the highest possible rate of return that could be received in a Segment after these charges (B+C+D) have been considered exceeds the interest crediting rate currently being offered in the Unloaned GIO.

(4)	It must not be necessary, as determined by us on that date, for us to make a distribution from the policy during the Segment Term in order for the policy to continue to qualify as life insurance under applicable tax law.

(5)	The total amount allocated to your Segments under your policy on that date must be less than any limit we may have established. At this time there is no limit.

If there is sufficient policy account value in the Unloaned GIO to cover the Charge Reserve Amount, then no transfers from other investment options to the Unloaned GIO will need to be made. If there is insufficient value in the Unloaned GIO to cover the Charge Reserve Amount and we do not receive instructions from you specifying the investment options from which we should transfer the account value to the Unloaned GIO to meet Charge Reserve Amount requirements at the Segment Start Date, or the transfer instructions are not possible due to insufficient funds, then the required amount will be transferred proportionately from your variable investment options including the MSO Holding Account.

If after any transfers there would be an insufficient amount in the Unloaned GIO to cover the Charge Reserve Amount or the Growth Cap Rate for the next available Segment does not qualify per your minimum Growth Cap Rate instructions

and the conditions listed above, then your amount in the MSO Holding Account will remain there until we receive further instruction from you. We will mail you a notice informing you that your account value did or did not transfer from the MSO Holding Account into a Segment. These notices are mailed on or about the next business day after the applicable Segment Start Date. Please see “Requested Face Amount Increases” in this Prospectus for more information about the investment options from which account value could be transferred to the Unloaned GIO on the effective date of a requested face amount increase.

Segment Maturity

Near the end of the Segment Term, we will notify you between 15 and 45 days before the Segment Maturity Date that a Segment is about to mature. At that time, you may choose to have all or a part of:

(a) the Segment Maturity Value rolled over into the MSO Holding Account

(b) the Segment Maturity Value transferred to the variable investment options available under your policy

If we do not receive your transfer instructions before the Segment Maturity Date, your Segment Maturity Value will automatically be rolled over into the MSO Holding Account for investment in the next available Segment, subject to the conditions listed under “Segments” above.

However, if we are not offering the MSO at that time, we will transfer the Segment Maturity Value to the investment options available under your policy per your instructions or to the EQ/Money Market investment option if no instructions are received. Although under the variable life insurance policy we reserve the right to apply a transfer charge up to $25 for each transfer among your investment options, there will be no transfer charges for any of the transfers discussed in this section.

Growth Cap Rate

By allocating your account value to the MSO, you can participate in the performance of the Index up to the applicable Growth Cap Rate that we declare on the Segment Start Date.

Please note that this means you will not know the Growth Cap Rate for a new Segment until after the account value has been transferred from the MSO Holding Account into the Segment and you are not allowed to transfer the account value out of a Segment before the Segment Maturity Date. Please see “Transfers” below.

Each Segment is likely to have a different Growth Cap Rate. Any increases in the Growth Cap Rate above the minimum 6% are set at the Company’s sole discretion. However, the Growth Cap Rate will never be less than 6%.

As part of your initial instructions in selecting the MSO, you will specify what your minimum acceptable Growth Cap Rate is for a Segment. You may specify a minimum Growth Cap

Rate from 6% to 10%. If the Growth Cap Rate we set, on the Segment Start Date, is below the minimum you specified then the account value will not be transferred from the MSO Holding Account into that Segment. If you do not specify a minimum Growth Cap Rate then your minimum Growth Cap Rate will be set at 6%. Therefore, if you do not specify a minimum acceptable Growth Cap Rate, account value could transfer into a Segment with a Growth Cap Rate that may be lower than what you would have chosen. In addition, for account value to transfer into a Segment from the MSO Holding Account, the Growth Cap Rate must be greater than the sum of the annual interest rate we are currently crediting on the Unloaned GIO (“A”), the Variable Index Benefit Charge rate (“B”), the current annualized monthly Variable Index Segment Account Charge rate (“C”) and the current annualized monthly mortality and expense risk charge rate (“D”). The Growth Cap Rate must be greater than (A+B+C+D).

For example, assume that the annual interest rate we are currently crediting on the Unloaned GIO were 4.00%, the Variable Index Benefit Charge rate were 0.75%, the current annualized monthly Variable Index Segment Account charge rate were 0.65% and the annualized monthly mortality and expense risk charge rate were 0.85%. Based on those assumptions (which we provide only for illustrative purposes and will not necessarily correspond to actual rates), because these numbers total 6.25%, no amounts would be transferred into any Segment unless we declare a Growth Cap Rate that is higher than 6.25%. Please see “Index-Linked Return” in this Prospectus for more information.

As another example, you may specify a minimum Growth Cap Rate of 8%. If we set the Growth Cap Rate at 8% or higher for a Segment then a transfer from the MSO Holding Account will be made into that new Segment provided all other requirements and conditions discussed in this Prospectus are met. If we set the Growth Cap Rate below 8% then no transfer from the MSO Holding Account will be made into that Segment. No transfer will be made until a Segment Growth Cap Rate equal to or greater than 8% is set and all requirements are met or you transfer account value out of the MSO Holding Account.

You may also subsequently change your specified minimum Growth Cap Rate by contacting us at our Administrative Office.

Downside Protection

Your protection against negative performance for a Segment held until its Segment Maturity Date is currently -25% (“Downside Protection” also referred to in your policy as the “Segment Loss Absorption Threshold Rate”). We reserve the right, for new Segments, to increase your Downside Protection against negative performance. For example, if we were to adjust the Downside Protection for a Segment to -100%, the Index-Linked Rate of Return for that Segment would not go below 0%. Please note that any increase in the protection against negative performance would likely result in a lower Growth Cap Rate than would otherwise apply. We will provide notice between 15 and 45 days before any change in the Downside Protection is effective. Any change would only apply to new Segments started after the effective

date of the change, which (coupled with the 15-45 day notice we will give) will afford you the opportunity to decline to participate in any Segment that reflects a change in the Downside Protection.

Any increases in the Growth Cap Rate above the minimum 6% and increases in Downside Protection from the minimum -25% are set at the Company’s sole discretion. However, we may only increase your Downside Protection from the current -25%. Your Downside Protection will never decrease below -25%.

Index-Linked Return

We calculate the Index-Linked Return for a Segment by taking the Index-Linked Rate of Return and multiplying it by the Segment Account Value on the Segment Maturity Date. The Segment Account Value is net of any Early Distributions and any corresponding Early Distribution Adjustments. The Segment Account Value does not include the Charge Reserve Amount described in this Prospectus.

The following table demonstrates the Index-Linked Rate of Return and the Segment Maturity Value on the Segment Maturity Date based upon a hypothetical range of returns for the S&P 500 Price Return index net of charges. This example assumes a 15% Growth Cap Rate, a $1,000 investment in the MSO Segment and a Downside Protection of -25%. No Early Distributions have occurred during the Segment term.


Index Performance Rate of the S&P 500 Price Return index	Index-Linked Rate of Return	Segment Maturity Value
50%	15%	$1,150
25%	15%	$1,150
10%	10%	$1,100
0%	0%	$1,000
-25%	0%	$1,000
-50%	-25%	$750
-75%	-50%	$500
-100%	-75%	$250

For instance, we may set the Growth Cap Rate at 15%. Therefore, if the Index has gone up 20% over your Segment Term, you will receive a 15% credit to your Segment Account Value on the Segment Maturity Date. If the Index had gone up by 13% from your Segment Start Date to your Segment Maturity Date then you would receive a credit of 13% to your Segment Account Value on the Segment Maturity Date.

If the Index had gone down 20% over the Segment Term then you would receive a return of 0% to your Segment Account Value on the Segment Maturity Date.

If the Index had gone down by 30% by your Segment Maturity Date then your Segment Account Value would be reduced by 5% on the Segment Maturity Date. The Downside Protection feature of the MSO will absorb the negative performance of the Index up to -25%.

The Index-Linked Return is only applied to amounts that remain in a Segment until the Segment Maturity Date. For example, a surrender of your policy before Segment maturity will eliminate any Index-Linked Return and be subject to a Early Distribution Adjustment.

Change in Index

If the Index is discontinued or if the calculation of the Index is substantially changed, we reserve the right to substitute an alternative index. We also reserve the right to choose an alternative index at our discretion.

If we were to substitute an alternative index at our discretion, we would provide notice 45 days before making that change. The new index would only apply to new Segments. Any outstanding Segments would mature on their original Segment Maturity Dates.

With an alternative index, the Downside Protection would remain the same or greater. However, an alternative index may reduce the Growth Cap Rates we can offer. We would attempt to choose a substitute index that has a similar investment objective and risk profile to the S&P 500 Price Return index.

If the S&P 500 Price Return index were to be discontinued or substantially changed, thereby affecting the Index-Linked Return of existing Segments, we will mature the Segments based on the most recently available closing value of the Index before it is discontinued or changed. Such maturity will be as of the date of such most recently available closing value of the Index and we will use that closing value to calculate the Index-linked Return through that date. We would apply the full Index performance to that date subject to the full Growth Cap Rate and Downside Protection. For example, if the Index was up 12% at the time we matured the Segment and the Growth Cap Rate was 8%, we would credit an 8% return to your Segment Account Value. If the Index was down 30% at the time we matured the Segment, we would credit a 5% negative return to your Segment Account Value. We would provide notice about maturing the Segment, as soon as practicable and ask for instructions on where to transfer your Segment Maturity Value.

If we are still offering Segments at that time, you can request that the Segment Maturity Value be invested in a new Segment, in which case we will hold the Segment Maturity Value in the MSO Holding Account for investment in the next available Segment subject to the same terms and conditions discussed above under MSO Holding Account and Segments.

In the case of any of the types of early maturities discussed above, there would be no transfer charges or EDA applied and you can allocate the Segment Maturity Value to the investment options available under your policy. Please see “Segment Maturity” in this Prospectus for more information. If we continued offering new Segments, then such a change in the Index may cause lower Growth Cap Rates to be offered. However, we would still provide a minimum Growth Cap Rate of 6% and minimum Downside Protection of -25%. We also reserve the right to not offer new Segments. Please see “Right to Discontinue and Limit Amounts Allocated to the MSO” in this Prospectus.

Charges

There is a current percentage charge of any policy account value allocated to each Segment provided in the applicable variable life insurance policy prospectus. We reserve the right to increase or decrease the charge although it will never exceed 2.40%. Of this percentage charge, 0.75% will be deducted on the Segment Start Date from the amount being transferred from the MSO Holding Account into the Segment as an up-front charge (“Variable Index Benefit Charge”), with the remaining annual charge (of the current Segment Account Value) being deducted from the policy account on a monthly basis during the Segment Term (“Variable Index Segment Account Charge”). For additional information see your variable life insurance policy prospectus.

The base variable life insurance policy’s mortality and expense risk charge will also be applicable to a Segment Account Value or any amounts held in the MSO Holding Account. Please refer to the appropriate variable life insurance policy prospectus for more information on the mortality and expense risk charge. Amounts in the MSO Holding Account reflect fees and expenses of the EQ/Money Market Portfolio, which are described in the prospectuses for the variable life insurance policy and the EQ/Money Market Portfolio.

Please see “Loan Interest Spread” in the “Fee Table” in this Prospectus for information regarding the “spread” you would pay on any policy loan.

If a Segment is terminated prior to maturity by policy surrender, or reduced prior to maturity by monthly deductions (if other funds are insufficient) or by loans or a Guideline Premium Force-out as described below, we will refund a proportionate amount of the Variable Index Benefit Charge corresponding to the surrender or reduction and the time remaining until Segment Maturity. The refund will be administered as part of the Early Distribution Adjustment process as described above. This refund will increase your surrender value or remaining Segment Account Value, as appropriate. Amounts in the MSO Holding Account reflect fees and expenses of the EQ/Money Market Portfolio, which are described in the prospectuses for the variable life insurance policy and the EQ/Money Market Portfolio. Please see “Appendix: Early Distribution Adjustment Examples” for an example and further information.

Charge Reserve Amount

If you elect the Market Stabilizer Option^®, you are required to maintain a minimum amount of policy account value in the Unloaned GIO to approximately cover the estimated monthly charges for the policy, (including, but not limited to, the MSO and any optional riders) for the Segment Term. This is the Charge Reserve Amount.

changes or additional premium payments are made. The Charge Reserve Amount on other than a Segment Start Date (or the effective date of a requested face amount increase — please see “Requested Face Amount Increases” below for more information) will be the Charge Reserve Amount determined as of the latest Segment Start Date (or effective date of a face amount increase) reduced by each subsequent monthly deduction during the longest remaining Segment Term, although it will never be less than zero. This means, for example, that if you are in a Segment (Segment A) and then enter another Segment (Segment B) 6 months later, the Charge Reserve Amount would be re-calculated on the start date of Segment B. The Charge Reserve Amount would be re-calculated to cover all of the policy’s monthly deductions during the Segment Terms for both Segments A and B.

When you select the MSO, as part of your initial instructions, you will be asked to specify the investment options from which we should transfer the account value to the Unloaned GIO to meet Charge Reserve Amount requirements, if necessary. No transfer restrictions apply to amounts that you wish to transfer into the Unloaned GIO to meet the Charge Reserve Amount requirement. If your values in the variable investment options including the MSO Holding Account and the unloaned portion of our GIO are insufficient to cover the Charge Reserve Amount, no new Segment will be established. Please see “Segments” above for more information regarding the Charge Reserve Amount and how amounts may be transferred to meet this requirement.

Please note that the Charge Reserve Amount may not be sufficient to cover actual monthly deductions during the Segment Term. Although the Charge Reserve Amount will be re-calculated on each Segment Start Date, and the amount already present in the Unloaned GIO will be supplemented through transfers from your value in the variable investment options including the MSO Holding Account, if necessary to meet this requirement, actual monthly deductions could vary up or down during the Segment Term due to various factors including but not limited to requested policy changes, additional premium payments, investment performance, loans, policy partial withdrawals from other investment options besides the MSO, and any changes we might make to current policy charges.

How we deduct policy monthly charges during a Segment Term

Under your base variable life insurance policy, monthly deductions are allocated to the variable investment options and the Unloaned GIO according to deduction allocation percentages specified by you or based on a proportionate allocation should any of the individual investment option values be insufficient.

the value in the Unloaned GIO is ever insufficient to cover monthly deductions during the Segment Term, the base policy’s proportionate allocation procedure will be modified as follows:

1.	The first step will be to take the remaining portion of the deductions proportionately from the values in the variable investment options, including any value in the MSO Holding Account but excluding any Segment Account Values.

2.	If the Unloaned GIO and variable investment options, including any value in the MSO Holding Account, are insufficient to cover deductions in their entirety, the remaining amount will be allocated to the individual Segments proportionately, based on the current Segment Distribution Values.

3.	Any portion of a monthly deduction allocated to an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value.

The effect of those procedures is that account value will be taken out of a Segment to pay a monthly deduction (and an EDA therefore applied) only if there is no remaining account value in any other investment options, as listed in 1. and 2. above.

In addition, your base variable life insurance policy will lapse if your net policy account value or net cash surrender value (please refer to your base variable life insurance policy prospectus for a further explanation of these terms) is not enough to pay your policy’s monthly charges when due (unless one of the available guarantees against termination is applicable). If you have amounts allocated to MSO Segments, the Segment Distribution Value will be used in place of the Segment Account Value in calculating the net policy account value and net cash surrender value.

These modifications will apply during any period in which a Segment exists and has not yet reached its Segment Maturity Date.

Early Distribution Adjustment

Overview

Before a Segment matures, if you surrender your policy, take a loan from a Segment or have another Early Distribution, we will apply an Early Distribution Adjustment.

The application of the EDA is based on your agreement (under the terms of the MSO) to be exposed to the risk that, at the Segment Maturity Date, the Index will have fallen by more than 25%. The EDA uses what we refer to as a Put Option Factor to estimate the market value, at the time of an Early Distribution, of the risk that you would suffer a loss if your Segment were continued (without taking the Early Distribution) until its Segment Maturity Date. By charging you with a deduction equal to that estimated value, the EDA provides a treatment for an Early Distribution that is designed to be consistent with how distributions at the end of a Segment are treated when the Index has declined over the course of that Segment.

In the event of an Early Distribution, even if the Index has experienced positive performance since the Segment Start Date, the EDA will cause you to lose principal and previously credited interest through the application of the Put Option Factor and that loss may be substantial. That is because there is always some risk that the Index would have declined by the Segment Maturity Date such that you would suffer a loss if the Segment were continued (without taking any Early Distribution) until that time. However, the other component of the EDA is the proportionate refund of the Variable Index Benefit Charge (discussed below under “Important Considerations”) which is a positive adjustment to you. As a result, the overall impact of the EDA is to reduce your Segment Account Value and your other policy values except in the limited circumstances where the proportionate refund is greater than your loss from the Put Option Factor.

We determine the EDA and the Put Option Factor by formulas that are described below under “Additional Detail.”

Important Considerations

When any surrender, loan, charge deduction or other distribution is made from a Segment before its Segment Maturity Date:

You will forfeit any positive Index performance with respect to these amounts. Instead, any of these pre- Segment Maturity Date distributions will cause an EDA to be applied that will usually result in a reduction in your values. Surrender charges and tax consequences also could apply to Early Distributions. Therefore, you should give careful consideration before taking any such early loan or surrender, exercising a rider or allowing the value in your other investment options to fall so low that we must make any monthly deduction from a Segment; and

2.	The EDA will be applied, which means that:

If the Index has fallen more than 25% since the Segment Start Date, the EDA would generally have the effect of charging you for (i) the full amount of that loss below 25%, plus (ii) an additional amount for the risk that the Index might decline further by the Segment Maturity Date. (Please see example III in “Appendix: Early Distribution Adjustment Examples” for further information.)

If the Index has fallen since the Segment Start Date, but by less than 25%, the EDA would charge you for the risk that, by the Segment Maturity Date, the index might have declined further to a point more than 25% below what it was at the Segment Start Date. (Please see example I in “Appendix: Early Distribution Adjustment Examples” for further information.) This charge would generally be less than the amount by which the Index had fallen from the Segment Start Date through the date we apply

the EDA. It also would generally be less than it would be under the circumstances in 2a. above.

If the Index has risen since the Segment Start Date, the EDA would not credit you with any of such favorable investment performance. Instead, the EDA would charge you for the risk that, by the Segment Maturity Date, the index might have declined to a point more than 25% below what it was at the Segment Start Date. (Please see examples II and IV in “Appendix: Early Distribution Adjustment Examples” for further information.) This charge would generally be less than it would be under the circumstances in 2a. and 2b. above.

In addition to the consequences discussed in 2. above, the EDA also has the effect of pro rating the Variable Index Benefit Charge. As discussed further below, this means that you in effect would receive a proportionate refund of this charge for the portion of the Segment Term that follows the early surrender, loan, policy distribution, or charge deduction that caused us to apply the EDA. In limited circumstances, this refund may cause the total EDA to be positive.

For the reasons discussed above, the Early Distribution Adjustment to the Segment Account Value will usually reduce the amount you would receive when you surrender your policy prior to a Segment Maturity Date. For loans and charge deductions, the Early Distribution Adjustment would usually further reduce the account value remaining in the Segment Account Value and therefore decrease the Segment Maturity Value.

Additional Detail

For purposes of determining the Segment Distribution Value prior to a Segment Maturity Date, the EDA is:

(a)	the Put Option Factor multiplied by the Segment Account Value

-minus-

(b)	a pro rata portion of the 0.75% Variable Index Benefit Charge attributable to the Segment Account Value. (Please see “Charges” in this Prospectus for an explanation of this charge.)

for an explanation of the Downside Protection.) In a put option on an index, the seller will pay the buyer, at the maturity of the option, the difference between the strike price — which was set at issue — and the underlying index closing price, in the event that the closing price is below the strike price. Prior to the maturity of the put option, its value generally will have an inverse relationship with the index. The notional value can be described as the price of the underlying index at inception of the contract. Using a notional value of $1 facilitates computation of the percentage change in the Index and the put option factor.

The Company will utilize a fair market value methodology to determine the Put Option Factor.

For this purpose, we use the Black Scholes formula for valuing a European put option on the S&P 500 Price Return index, assuming a continuous dividend yield, with inputs that are consistent with current market prices.

The inputs to the Black Scholes Model include:

(1)

Implied Volatility of the Index — This input varies with (i) how much time remains until the Maturity Date of the Segment from which an Early Distribution is being made, which is determined by using an expiration date for the hypothetical put option that corresponds to that time remaining and (ii) the relationship between the strike price of the hypothetical put option and the level of the S&P 500 Price Return index at the time of the Early Distribution. This relationship is referred to as the “moneyness” of the hypothetical put option described above, and is calculated as the ratio of the $0.75 strike price of that hypothetical put option to what the level of the S&P 500 Price Return index would be at the time of the Early Distribution if the Index had been $1 at the beginning of the Segment. Direct market data for these inputs for any given Early Distribution are generally not available, because put options on the Index that actually trade in the market have specific maturity dates and moneyness values that are unlikely to correspond precisely to the Maturity Date and moneyness of the hypothetical put option that we use for purposes of calculating the EDA.

Accordingly, we use the following method to estimate the implied volatility of the index. We receive daily quotes of implied volatility from banks using the same Black Scholes model described above and based on the market prices for certain S&P 500 Price Return put options. Specifically, implied volatility quotes are obtained for put options with the closest maturities above and below the actual time remaining in the Segment at the time of the Early Distribution and, for each maturity, for those put options having the closest moneyness value above and below the actual moneyness of the hypothetical put option described above, given the level of the S&P 500 Price Return index at the time of the Early Distribution. In calculating the Put Option Factor, we will derive a volatility input for your Segment’s time to maturity and strike price by linearly interpolating between the implied volatility quotes that

are based on the actual adjacent maturities and moneyness values described above, as follows:

(a)

We first determine the implied volatility of a put option that has the same moneyness as the hypothetical put option but with the closest available time to maturity shorter than your Segment’s remaining time to maturity. This volatility is derived by linearly interpolating between the implied volatilities of put options having the moneyness values that are above and below the moneyness value of the hypothetical put option.

(b)

We then determine the implied volatility of a put option that has the same moneyness as the hypothetical put option but with the closest available time to maturity longer than your Segment’s remaining time to maturity. This volatility is derived by linearly interpolating between the implied volatilities of put options having the moneyness values that are above and below the moneyness value of the hypothetical put option.

(c)

The volatility input for your Segment’s time to maturity will then be determined by linearly interpolating between the volatilities derived in steps (a) and (b).

(2)

Overnight Indexed Swap (OIS) Rate — Key duration OIS rates will be retrieved from a recognized financial reporting vendor. OIS rates will be retrieved for maturities adjacent to the actual time remaining in the Segment at the time of the Early Distribution. We will use linear interpolation to derive the exact remaining duration rate needed as the input.

(3)	Index Dividend Yield — On a daily basis we will get the projected annual dividend yield across the entire Index. This value is a widely used assumption and is readily available from recognized financial reporting vendors.

In general, the Put Option Factor has an inverse relationship with the S&P 500 Price Return index. In addition to the factors discussed above, the Put Option Factor is also influenced by time to Segment Maturity. We determine Put Option Factors at the end of each business day. Generally, a business day is any day the New York Stock Exchange is open for trading. If any inputs to the Black Scholes formula are unavailable on a business day, we would use the value of the input from the most recent preceding business day. The Put Option Factor that applies to a transaction or valuation made on a business day will be the Factor for that day. The Put Option Factor that applies to a transaction or valuation made on a non-business day will be the Factor for the next business day.

“Appendix: Early Distribution Adjustment Examples” provides examples of how the Early Distribution Adjustment is calculated.

Transfers

The Company does not impose the policy’s $25 transfer charge to transfer into and out of the MSO Holding Account and you can make a transfer at any time to or from the

investment options available under your policy subject to any transfer restrictions within your policy. You may not transfer into the MSO Holding Account while the Extended No Lapse Guarantee Rider is in effect with your policy, if applicable. You must terminate the Extended No Lapse Guarantee Rider before electing MSO. Any restrictions applicable to transfers between the MSO Holding Account and such investment options would be the same transfer restrictions applicable to transfers between the investment options available under your policy. However, once policy account value has been swept from the MSO Holding Account into a Segment, transfers into or out of that Segment before its Segment Maturity Date will not be permitted. In order to transfer account value to the MSO, there must be sufficient funds remaining in the guaranteed interest option following the transfer to cover the Charge Reserve Amount. Please note that while a Segment is in effect, before the Segment Maturity Date, the amount available for transfers from the Unloaned GIO will be limited to avoid reducing the Unloaned GIO below the remaining Charge Reserve Amount.

Thus the amount available for transfers from the Unloaned GIO will not be greater than any excess of the Unloaned GIO over the remaining Charge Reserve Amount.

Please also refer to the applicable life insurance policy prospectus for more information.

Withdrawals

Once policy account value has been swept from the MSO Holding Account into a Segment, you will not be allowed to withdraw the account value out of a Segment before the Segment Maturity Date unless you surrender your policy. You may also take a loan; please see “Loans” in this Prospectus for more information. Any account value taken out of a Segment before the Segment Maturity Date will generate an Early Distribution Adjustment. Please note that while a Segment is in effect, before the Segment Maturity Date, the amount available for withdrawals from the Unloaned GIO will be limited to avoid reducing the Unloaned GIO below the Charge Reserve Amount. Thus, if there is any policy account value in a Segment, the amount which would otherwise be available to you for a partial withdrawal of net cash surrender value will be reduced, by the amount (if any) by which the sum of your Segment Distribution Values and the Charge Reserve Amount exceeds the policy surrender charge.

If the policy owner does not indicate or if we cannot allocate the withdrawal as requested due to insufficient funds, we will allocate the withdrawal proportionately from your values in the Unloaned GIO (excluding the Charge Reserve Amount) and your values in the variable investment options including the MSO Holding Account.

Cash Surrender Value, Net Cash Surrender Value and Loan Value

available for loans. This means an EDA would apply to those amounts. Please see “Appendix: Early Distribution Adjustment Examples” for more information.

Guideline Premium Force-outs

For policies that use the Guideline Premium Test, a new Segment will not be established or created if we determine, when we process your election, that a distribution from the policy will be required to maintain its qualification as life insurance under federal tax law at any time during the Segment Term.

However, during a Segment Term if a distribution becomes necessary under the force-out rules of Section 7702 of the Internal Revenue Code, it will be deducted proportionately from the values in the Unloaned GIO (excluding the Charge Reserve Amount) and in any variable investment option, including any value in the MSO Holding Account but excluding any Segment Account Values.

If the Unloaned GIO (excluding the Charge Reserve Amount) and variable investment options, including any value in the MSO Holding Account, are insufficient to cover the force-out in its entirety, any remaining amount required to be forced out will be taken from the individual Segments proportionately, based on the current Segment Distribution Values.

Any portion of a force-out distribution taken from an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value.

If the Unloaned GIO (excluding the remaining Charge Reserve Amount), together with the variable investment options including any value in the MSO Holding Account, and the Segment Distribution Values, is still insufficient to cover the force-out in its entirety, the remaining amount of the force-out will be allocated to the Unloaned GIO and reduce or eliminate any remaining Charge Reserve Amount under the Unloaned GIO.

Loans

Please refer to the appropriate variable life insurance policy prospectus for information regarding policy loan provisions including the applicable interest rate.

You may specify how your loan is to be allocated among the MSO, the variable investment options and the Unloaned GIO. Any portion of a requested loan allocated to the MSO will be redeemed from the individual Segments and the MSO Holding Account proportionately, based on the value of the MSO Holding Account and the current Segment Distribution Values of each Segment. Any portion allocated to an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value and be subject to a higher guaranteed maximum loan spread (2% for New York policies (and Oregon for certain products) and 5% for all other policies). The loan spread is the difference between the interest rate we charge on the amounts borrowed and the interest rate credited on amounts held as collateral. The guaranteed minimum interest rate credited on loan collateral is 1%.

For example, if the current rate credited on loan collateral is 1% per year, then the rate charged on amounts of the loan allocated to the MSO will be at most 1% plus 5% for a total of 6% per year subject to the maximum loan interest rate that will be applied to the amounts you borrow.

If you do not specify or if we cannot allocate the loan according to your specifications, we will allocate the loan proportionately from your values in the Unloaned GIO (excluding the Charge Reserve Amount) and your values in the variable investment options including the MSO Holding Account.

If the Unloaned GIO (excluding the remaining amount of the Charge Reserve Amount), together with the variable investment options including any value in the MSO Holding Account, are insufficient to cover the loan in its entirety, the remaining amount of the loan will be allocated to the individual Segments proportionately, based on current Segment Distribution Values.

Any portion of a loan allocated to an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value and be subject to a higher guaranteed maximum loan spread.

If the Unloaned GIO (excluding the remaining amount of the Charge Reserve Amount), together with the variable investment options including any value in the MSO Holding Account and the Segment Distribution Values, are still insufficient to cover the loan in its entirety, the remaining amount of the loan will be allocated to the Unloaned GIO and will reduce or eliminate the remaining Charge Reserve Amount.

Loan interest is due on each policy anniversary. If the interest is not paid when due, it will be added to your outstanding loan and allocated on the same basis as monthly deductions. See “How we deduct policy monthly charges during a Segment Term.”

Whether or not any Segment is in effect and has not yet reached its Segment Maturity Date, loan repayments will first reduce any loaned amounts that are subject to the higher maximum loan interest spread. Loan repayments will first be used to restore any amounts that, before being designated as loan collateral, had been in the Unloaned GIO. Any portion of an additional loan repayment allocated to the MSO at the policy owner’s direction (or according to premium allocation percentages) will be transferred to the MSO Holding Account to await the next available Segment Start Date and will be subject to the same conditions described in this Prospectus.

Paid Up Death Benefit Guarantee

Please note that the MSO is not available while the Paid Up Death Benefit Guarantee is in effect. The Paid Up Death Benefit Guarantee provides an opportunity to lock in all or a portion of your policy’s death benefit, provided certain conditions are met. Please see the appropriate variable life insurance policy prospectus for more information.

Enhanced Death Benefit Guarantee Rider

The extended no lapse guarantee rider must be terminated before you can allocate your net premiums or transfer amounts of your policy to the MSO. Once terminated, any such enhanced death benefit guarantee rider cannot be restored.

Extended No Lapse Guarantee Rider

Please note that the MSO is not available while the Extended No Lapse Guarantee Rider is in effect, if applicable. You must terminate the Extended No Lapse Guarantee Rider before electing MSO. The Extended No Lapse Guarantee guarantees that your policy will not terminate for a certain number of years, provided certain conditions are met. Please see your Incentive Life Legacy^® II prospectus for more information.

Loan Extension Endorsement

We will include all Segment Values in determining whether the policy will go on to Loan Extension. If the Loan Extension goes into effect, all Segments will be terminated and, you will forfeit any positive index performance and be subject to an Early Distribution Adjustment with respect to these amounts. In addition, MSO will no longer be available once you go on Loan Extension. Please see the appropriate variable life insurance policy prospectus for more information.

Long-Term Care Services^SM Rider

If you elect the Long-Term Care Services^SM Rider, after a period of coverage ends before coverage is continued as a Nonforfeiture Benefit, if any MSO Segments are in effect, they will be terminated with corresponding Early Distribution Adjustments, and the MSO Segment values will be reallocated to the variable investment options and your GIO based on your premium allocations then in effect.

Living Benefits Rider

If a Living Benefits Rider or an accelerated death benefit rider (which may be referred to as a “total and permanent disability accelerated death benefit rider” or a “limited life expectancy accelerated death benefit rider”) is included with your policy, the portion of the cash surrender value that is on lien and is allocated to your values in the variable investment options under your policy and investment in the MSO will be transferred to and maintained as part of the Unloaned GIO. You may tell us how much of the accelerated payment is to be transferred from your value in each variable investment option and your value in the MSO. Units will be redeemed from each variable investment option sufficient to cover the amount of the accelerated payment that is allocated to it and transferred to the Unloaned GIO. Any portion of the payment allocated to the MSO based on your instructions will be deducted from any value in the MSO Holding Account and the individual Segments on a pro-rata basis, based on any value in the MSO Holding Account and the current Segment Distribution Value of each Segment, and transferred to the Unloaned GIO. Any portion of the payment allocated to an individual Segment will cause a

corresponding Early Distribution Adjustment of the Segment Account Value. If you do not tell us how to allocate the payment, or if we cannot allocate it based on your directions, we will allocated it based on our rules then in effect. Allocation rules will be provided upon request. Such transfers will occur as of the date we approve an accelerated death benefit payment. There will be no charge for such transfers. Please see the appropriate variable life insurance policy prospectus for more information.

Asset Rebalancing Service

If you are invested in MSO, you may also elect the Asset Rebalancing Service. However, any amounts allocated to the MSO will not be included in the rebalance transactions. The investment options available to your Asset Rebalancing Service do not include the MSO Holding Account or Segments. Please see the appropriate variable life insurance policy prospectus for more information.

Requested Face Amount Increases

Please refer to the appropriate variable life insurance policy prospectus for conditions that will apply for a requested face amount increase.

If you wish to make a face amount increase during a Segment Term, the MSO requires that a minimum amount of policy account value be available to be transferred into the Unloaned GIO (if not already present in the Unloaned GIO), and that the balance after deduction of monthly charges remain there during the longest remaining Segment Term subject to any loans as described above. This minimum amount will be any amount necessary to supplement the existing Charge Reserve Amount so as to be projected to be sufficient to cover all monthly deductions during the longest remaining Segment Term. Such amount will be determined assuming at the time such calculation is made that no interest or investment performance is credited to or charged against the policy account value, and that no further policy changes or additional premium payments are made.

Any necessary transfers to supplement the amount already present in the Unloaned GIO in order to meet this minimum requirement will take effect on the effective date of the face amount increase. There will be no charge for this transfer. Any transfer from the variable investment options including the MSO Holding Account will be made in accordance with your directions. Your transfer instructions will be requested as part of the process for requesting the face amount increase. If the requested allocation is not possible due to insufficient funds, the required amount will be transferred proportionately from the variable investment options, as well as the MSO Holding Account. If such transfers are not possible due to insufficient funds, your requested face amount increase will be declined.

Your right to cancel within a certain number of days

Please refer to the appropriate variable insurance policy prospectus for more information regarding your right to cancel your policy within a certain number of days and the Investment Start Date, which is the business day your investment first begins to earn a return for you. However, the policy prospectus provisions that address when

amounts will be allocated to the investment options do not apply to amounts allocated to the MSO.

In those states that require us to return your premium without adjustment for investment performance within a certain number of days, we will initially put all amounts which you have allocated to the MSO into our EQ/Money Market investment option. If we have received all necessary requirements for your policy as of the day your policy is issued, on the first business day following the later of the twentieth day after your policy is issued or the Investment Start Date (30th day in most states if your policy is issued as the result of a replacement), we will re-allocate those amounts to the MSO Holding Account where they will remain until the next available Segment Start Date, at which time such amounts will be transferred to a new Segment of the MSO subject to meeting the conditions described in this Prospectus. However, if we have not received all necessary requirements for your policy as of the day your policy is issued, we will re-allocate those amounts to the MSO Holding Account on the 20th day (longer if your policy is issued as the result of a replacement) following the date we receive all necessary requirements to put your policy in force at our Administrative Office. Your financial professional can provide further information on what requirements may apply to your policy.

In all other states, any amounts allocated to the MSO will first be allocated to the MSO Holding Account where they will remain for 20 days (unless the policy is issued as the result of a replacement, in which case amounts in the MSO Holding Account will remain there for 30 days (45 days in Pennsylvania)). Thereafter, such amounts will be transferred to a new Segment of the MSO on the next available Segment Start Date, subject to meeting the conditions described in this Prospectus.

Segment Maturity GIO Limitation

Upon advance notification, we reserve the right to limit the amount of your Segment Maturity Value that may be allocated to the guaranteed interest option. However, that limitation will never be less than 5% of your Segment Maturity Value. We will transfer any portion of your Segment Maturity Value that is allocated to the guaranteed interest option in excess of the Segment Maturity GIO Limitation to the EQ/Money Market variable investment option unless we receive your instructions prior to the Segment Maturity Date that the Segment Maturity Value should be allocated to the MSO Holding Account or to any other available variable investment option.

As of November 18, 2013, the Company will not exercise its right to limit the amounts that may be allocated and or transferred to the guaranteed interest option (“policy guaranteed interest option limitation”). All references to the policy guaranteed interest option limitation in your prospectus, and/or in your policy and/or in the endorsements to your policy, are not applicable. See “Appendix: Policy/rider variations” for more information.

Right to Discontinue and Limit Amounts Allocated to the MSO

We reserve the right to restrict or terminate future allocations to the MSO at any time. If this right were ever to be exercised by us, all Segments outstanding as of the effective date of the restriction would be guaranteed to continue uninterrupted until the Segment Maturity Date. As each such Segment matured, the balance would be reallocated to the Unloaned GIO and/or variable investment options per your instructions, or to the EQ/Money Market investment option if no instructions are received. We may also temporarily suspend offering Segments at any time and for any reason including emergency conditions as determined by the Securities and Exchange Commission. We also reserve the right to establish a maximum amount for any single policy that can be allocated to the MSO.

Transfers are limited to an amount that will not cause the value of the MSO Holding Account and MSO Segments to be more than 50% of the total unloaned Policy Account Value. This policy account restriction does not apply to MSO Segment rollovers or to transfers initiated by our Automatic Transfer Service.

Impact of MSO Election on Other Policy Riders and/or Services

•

If your policy has the Policy Continuation Rider, and your policy goes on Policy Continuation while you have amounts invested in MSO, you will forfeit any positive Index performance and be subject to an Early Distribution Adjustment with respect to these amounts. If there is any amount remaining in the net policy account value after the Policy Continuation Rider charge has been deducted, such amounts are treated as an additional loan and refunded to you so there will be no amounts in the variable investment options or the MSO. In addition, MSO will no longer be available once you go on Policy Continuation.

•

If your policy offers and you exercise the Long-Term Care Services^SM Rider, after a period of coverage ends any MSO Segments will be terminated with corresponding Early Distribution Adjustments and you will forfeit any positive Index performance. Any remaining amounts will be allocated to the variable investment options and the GIO based on your premium allocation percentages then in effect.

•

You may tell us how much of the accelerated payment is to be transferred from your value in each variable

investment option and your value in the MSO. Units will be redeemed from each variable investment option sufficient to cover the amount of the accelerated payment that is allocated to it and transferred to the Unloaned GIO.

Any portion of the payment allocated to the MSO based on your instructions will be deducted from any value in the MSO Holding Account and the individual Segments on a pro-rata basis, based on any value in the MSO Holding Account and the current Segment Distribution Value of each Segment, and transferred to the Unloaned GIO.

Any portion of the payment allocated to an individual Segment will cause a corresponding Early Distribution Adjustment of the Segment Account Value and forfeit of Index performance. If you do not tell us how to allocate the payment, or if we cannot allocate it based on your directions, we will allocated it based on our rules then in effect. Allocation rules will be provided upon request. Such transfers will occur as of the date we approve an accelerated death benefit payment. There will be no charge for such transfers.

About Separate Account No. 67

Amounts allocated to the Equitable Financial Life Insurance Company MSO are held in a “non-unitized” separate account we have established under the New York Insurance Law. 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. These assets are also available to the insurer’s general creditors and an owner should look to the financial strength of the Company for its claims-paying ability. We guarantee all benefits relating to your value in the MSO, regardless of whether assets supporting the MSO are held in a separate account or our general account.

Our current plans are to invest separate account assets in fixed income obligations, including corporate bonds, mortgage backed and asset-backed securities, and government and agency issues. Futures, options and interest rate swaps may be used for hedging purposes.

Although the above generally describes our plans for investing the assets supporting our obligations under MSO, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws.

About Separate Account LIO

Amounts allocated to the Equitable Financial Life Insurance Company of America MSO are held in a “non-unitized” separate account we have established under the Commissioner of Insurance in the State of Arizona. We own the assets of the separate account, as well as any favorable investment performance on those assets.

Our current plans are to invest separate account assets in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues. Futures, options and interest rate swaps may be used for hedging purposes.

6. Distribution of the policies

The policies are distributed by both Equitable Advisors and Equitable Distributors. The Distributors serve as principal underwriters of Separate Account FP and Variable Account K. The offering of the policies is intended to be continuous.

The MSO is available under certain variable life insurance policies issued by the Company. Extensive information about the arrangements for distributing the variable life insurance policies, including sales compensation, is included under “Distribution of the Policies” in the variable life insurance policy prospectus and in the statement of additional information. All of that information applies regardless of whether you choose to use the MSO, and there is no additional plan of distribution or sales compensation with respect to the MSO. There is also no change to the information regarding the fact that the principal underwriter(s) is an affiliate of the Company or an indirect wholly owned subsidiary of the Company.

7. Incorporation of certain documents by reference

Equitable Financial Life Insurance Company’s Annual Report on Form 10-K and Equitable Financial Life Insurance Company of America’s Annual Report on Form 10-K for the period ended December 31, 2023 (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. You may read and copy this information at the SEC’s public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC’s website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the Market Stabilizer 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

1345 Avenue of the Americas

New York, NY 10105

Equitable Financial Life Insurance Company of America

Life Operations

8501 IBM Drive, Suite 150

Charlotte, NC 28262-4333

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 of America incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

PricewaterhouseCoopers LLP provides independent audit services and certain other non-audit services to Equitable Financial Life Insurance Company of America as permitted by the applicable SEC independence rules, and as disclosed in Equitable Financial Life Insurance Company of America’s Form 10-K. PricewaterhouseCoopers LLP’s address is 214 North Tryon Street, Suite 4200, Charlotte, North Carolina 28202.

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, 2023 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

PricewaterhouseCoopers LLP provides independent audit services and certain other non-audit services to Equitable Financial Life Insurance Company as permitted by the applicable SEC independence rules, and as disclosed in Equitable Financial Life Insurance Company’s Form 10-K. PricewaterhouseCoopers LLP’s address is 300 Madison Avenue, New York, New York 10017.

Appendix: Policy/rider variations

This Appendix reflects policy/rider variations that differ from what is described in this rider or in your prospectus but may have been in effect at the time your policy/rider was issued. If you purchased your policy/rider during the “Approximate Time Period” below, the noted variation may apply to you. Your policy/rider may have been available in your state past the approximate end date indicated below. For more information about your particular features, charges and options available under your policy/rider based upon when you purchased it, please contact your financial professional and/or refer to your policy/rider.


Approximate time Period	Feature/benefit	Variation
November 18, 2013 to present	Guaranteed interest option (“GIO”) limitation	The Company will not exercise its right to limit the amounts that may be allocated and or transferred to the guaranteed interest option (“policy guaranteed interest option limitation”). All references to the policy guaranteed interest option limitation in your prospectus, and/or in your policy and/or in the endorsements to your policy, are not applicable.
September 19, 2009 – November 18, 2013	Guaranteed interest option (“GIO”) limitation	Any reference to the policy guaranteed interest option limitation is inapplicable.

Appendix: Early Distribution Adjustment Examples

Hypothetical Early Distribution Adjustment Examples

A. Examples of Early Distribution Adjustment to determine Segment Distribution Value

The following examples represent a policy owner who has invested in both Segments 1 and 2. They are meant to show how much value is available to a policy owner when there is an Early Distribution from these Segments as well as the impact of Early Distribution Adjustments on these Segments. The date of such hypothetical surrender or distribution is the Valuation Date specified below and, on that date, the examples assume 9 months remain until Segment 1’s maturity date and 3 months remain until Segment 2’s maturity date.

Explanation of formulas and derivation of Put Option Factors is provided in notes (1)-(3) below.


Division of MSO into Segments	Segment 1 (Distribution after 3 months)	Segment 2 (Distribution after 9 months)	Total
Start Date	3rd Friday of July, Calendar Year Y	3rd Friday of January, Calendar Year Y
Maturity Date	3rd Friday of July, Calendar Year Y+1	3rd Friday of January, Calendar Year Y+1
Segment Term	1 year	1 year
Valuation Date	3rd Friday of October, Calendar Year Y	3rd Friday of October, Calendar Year Y
Initial Segment Account	1,000	1,000	2,000
Variable Index Benefit Charge	0.75%	0.75%
Remaining Segment Term	9 months / 12 months = 9/12 = 0.75	3 months / 12 months = 3/12 = 0.25

Example I – The Index is down 10% at the time of the Early Distribution Adjustment


Change in Index Value	–10%	–10%	Total
Put Option Factor	0.020673	0.003425
Early Distribution Adjustment	Put Option Component: 1000 * 0.020673 = 20.67 Charge Refund Component: 1000 * 0.75 * (0.0075 / (1 – 0.0075)) = 5.67 Total EDA: 20.67 – 5.67 = 15.00	Put Option Component: 1000 * 0.003425 = 3.43 Charge Refund Component: 1000 * 0.25 * (0.0075 / (1 – 0.0075)) = 1.89 Total EDA: 3.43 – 1.89 = 1.54	16.54
Segment Distribution Value	1000 – 15.00 = 985.00	1000 – 1.54 = 998.46	1,983.46
% change in principal due to the Put Option Component	-2.067%	-0.343%
% change in principal due to the Charge Refund Component	0.567%	0.189%
Total % change in Segment Account Value due to the EDA	-1.50%	-0.15%

Example II – The Index is up 10% at the time of the Early Distribution Adjustment


Change in Index Value	10%	10%	Total
Put Option Factor	0.003229	0.000037
	Put Option Component: 1000 * 0.003229 = 3.23 Charge Refund Component: 1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67 Total EDA: 3.23 – 5.67 = –2.44	Put Option Component: 1000 * 0.000037 = 0.04 Charge Refund Component: 1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89 Total EDA: 0.04 – 1.89 = –1.85
Early Distribution Adjustment			–4.29
Segment Distribution Value	1000 – (–2.44) = 1002.44	1000 – (–1.85) = 1001.85	2,004.29
% change in principal due to the Put Option Component	-0.323%	-.004%
% change in principal due to the Charge Refund Component	0.567%	0.189%
Total % change in Segment Account Value due to the EDA	0.244%	0.185%

Example III – The Index is down 40% at the time of the Early Distribution Adjustment


Change in Index Value	–40%	–40%	Total
Put Option Factor	0.163397	0.152132
Early Distribution Adjustment	Put Option Component: 1000 * 0.163397 = 163.40 Charge Refund Component: 1000 * 0.75 * (0.0075 / (1 – 0.0075)) = 5.67 Total EDA: 163.40 – 5.67 = 157.73	Put Option Component: 1000 * 0.152132 = 152.13 Charge Refund Component: 1000 * 0.25 * (0.0075 / (1 – 0.0075)) = 1.89 Total EDA: 152.13 – 1.89 = 150.24	307.97
Segment Distribution Value	1000 – 157.73 = 842.27	1000 – 150.24 = 849.76	1,692.03
% change in principal due to the Put Option Component	-16.34%	-15.213%
% change in principal due to the Charge Refund Component	0.567%	0.189%
Total % change in Segment Account Value due to the EDA	-15.773%	-15.024%

Example IV – The Index is up 40% at the time of the Early Distribution Adjustment


Change in Index Value	40%	40%	Total
Put Option Factor	0.000140	0.000000
Early Distribution Adjustment	Put Option Component: 1000 * 0.000140 = 0.14 Charge Refund Component: 1000 * 0.75 * (0.0075 / (1 – 0.0075)) = 5.67 Total EDA: 0.14 – 5.67 = –5.53	Put Option Component: 1000 * .000000 = 0.00 Charge Refund Component: 1000 * 0.25 * (0.0075 / (1 – 0.0075)) = 1.89 Total EDA: 0.00 – 1.89 = –1.89	–7.42
Segment Distribution Value	1000 – (–5.53) = 1005.53	1000 – (–1.89) = 1001.89	2,007.42
% change in principal due to the Put Option Component	-0.014%	0%
% change in principal due to the Charge Refund Component	0.567%	0.189%
Total % change in Segment Account Value due to the EDA	0.553%	0.189%

(1)

Early Distribution Adjustment = (Segment Account Value) x [ (Put Option Factor) – (Number of days between Valuation Date and Maturity Date) /( Number of days between Start Date and Maturity Date) x ( 0.0075 / (1 – 0.0075) )]. The denominator of the charge refund component of this formula, i.e., “(1 – 0.0075),” is an adjustment that is necessary in order for the pro rata refund of the Variable Index Benefit Charge to be based on the gross amount on which that charge was paid by the policy owner on the Segment Start Date.

(2)	Segment Distribution Value = (Segment Account Value) – (Early Distribution Adjustment).

(3)

Derivation of Put Option Factor: In practice, the Put Option Factor will be calculated based on a Black Scholes model, with input values which are consistent with current market prices. We will utilize implied volatility quotes – the standard measure used by the market to quote option prices – as an input to a Black Scholes model in order to derive the estimated market prices. The input values to the Black Scholes model that have been utilized to generate the hypothetical examples above are as follows: (1) Implied volatility – 25%; (2) OIS rate corresponding to remainder of segment term – 1.09% annually; (3) Index dividend yield – 2% annually.

B.	Example of an Early Distribution Adjustment corresponding to a loan allocated to Segments, for the Segment Distribution Values and Segment Account Values listed above for a change in Index Value of –40%

This example is meant to show the effect on a policy if, rather than a full distribution, you took a loan in the circumstances outlined in Example III above when the Index is down 40%. Thus the policy owner is assumed to have an initial Segment Account Value of 1,000 in each of Segment 1 and Segment 2. It is also assumed that 9 months remain until Segment 1’s maturity date and 3 months remain until Segment 2’s maturity date.

Loan Amount: 750

Loan Date: 3rd Friday of October, Calendar Year Y

Explanation of formulas is provided in notes (a)-(d) below.

The Index is down 40% at the time of the Early Distribution Adjustment


Change in Index Value	–40%	–40%	Total
Segment Account Value before Loan	1,000.00	1,000.00	2,000.00
Loan Allocation^(a)	373.34	376.66	750.00
Early Distribution Adjustment^(b)	69.91	66.59	136.55
Segment Account Value after Loan^(c)	556.73	556.72	1,113.45
Segment Distribution Value after Loan^(d)	468.93	473.10	942.03

(a)

When more than one Segment is being used, we would allocate the loan between the Segments proportionately to the Segment Distribution Value in each. We take the Segment Distribution Value of each Segment (shown in Example III above) and divide it by the total Segment Distribution Values for Segments 1 and 2. This gives us the proportionate amount of the loan that should be allocated to each Segment. For example, for Segment 1, that would be 750 x (842.27/1,692.03) = 373.34

(b)

This is the Early Distribution Adjustment that would be deducted from each Segment, as a result of the loan, based on the amount of the loan that is allocated to that Segment. It is equal to a percentage of the Early Distribution Adjustment that would apply if a full distribution from the Segment were being made, rather than only a partial distribution. This percentage would be 44.32545% for Segment 1 in this example: i.e., 373.34 (the amount of reduction in Segment Distribution Value as a result of the loan) divided by 842.27 (the Segment Distribution Value before the loan). Thus, the Early Distribution Adjustment that is deducted for Segment 1 due to the loan in this example would be 69.91 (i.e., 44.32545% of the 157.73 Early Distribution adjustment shown in Example III above that would apply if a full rather than only a partial distribution from the Segment were being made). Of this 69.91, 72.43 would be attributable to the Put Option Component and -2.51 would be attributable to the Charge Refund Component (which are calculated by applying 44.32545% to the 163.40 Put Option Component and the 5.67 Charge Refund Component shown in Example III). Similarly, the Early Distribution Adjustment deducted as a result of the loan from Segment 2 would be 66.59, of which 67.43 would be attributable to the Put Option Component and -0.84 would be attributable to the Charge Refund Component.

(c)	The Segment Account Value after Loan represents the Segment Account Value before Loan minus the Loan Allocation and the Early Distribution Adjustment. For example, for Segment 1, that would be 1,000 – 373.34 – 69.93 = 556.73.

(d)

Segment Distribution Value after Loan represents the amount a policy owner would receive from a Segment if they decided to surrender their policy immediately after this loan transaction. We would take the pre-loan Segment Distribution Value (shown in Example III above) and subtract the Loan Allocation. For example, for Segment 1, that would be 842.27 – 373.34 = 468.93.

Market Stabilizer Option^®

Issued by Equitable Financial Life Insurance Company

Prospectus dated May 1, 2024

Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing or taking any other action under your policy. Also, this Prospectus must be read along with the variable life insurance policy prospectus. This Prospectus is in addition to the variable life insurance policy prospectus and all information in the variable life insurance policy prospectus continues to apply unless addressed by this Prospectus.

Equitable Financial Life Insurance Company (the “Company”, “we”, “our” and “us”), formerly AXA Equitable Life Insurance Company) issues the Market Stabilizer Option^® described in this Prospectus. The Market Stabilizer Option^® is available with the policy that we offer and may not be available through your financial professional.

What is the Market Stabilizer Option^®?

The Market Stabilizer Option^® (“MSO”) is an investment option available under the policy. The option provides for participation in the performance of the S&P 500 Price Return index, which excludes dividends (the “Index”) up to the Growth Cap Rate that we set on the Segment Start Date. While the Growth Cap Rate is set at the Company’s sole discretion, the Growth Cap Rate will not change during a Segment Term and the Growth Cap Rate will always be at least 6%. On the Segment Maturity Date, we will apply the Index-Linked Rate of Return to the Segment Account Value based on the performance of the Index. If the performance of the Index has been positive for the Segment Term and equal to or below the Growth Cap Rate, we will apply to the Segment Account Value an Index-Linked Rate of Return equal to the full Index performance. If the performance of the Index has been positive for the Segment Term and above the Growth Cap Rate, we will apply an Index-Linked Rate of Return equal to the Growth Cap Rate. If the Index has negative performance, the Index-Linked Rate of Return will be 0% unless the Index performance goes below -25% for the Segment Term. In that case only the negative performance in excess of -25% will be applied to the Segment Account Value and you bear the entire risk of loss of principal and previously credited interest for the portion of negative performance that exceeds -25%. Please see “Index-Linked Return” in “Description of the Market Stabilizer Option^®” in this Prospectus.

Although under the variable life insurance policy, we reserve the right to apply a transfer charge up to $25 for each transfer among your investment options, there are no transfer charges for transfers into or out of the MSO Holding Account. Please note that once policy account value has been swept from the MSO Holding Account into a Segment, transfers into

or out of that Segment before its Segment Maturity Date will not be permitted. In addition, you cannot take a partial withdrawal from amounts transferred into a Segment before a Segment Maturity Date.

Among the many terms associated with the Market Stabilizer Option^® are:

•

Index-Linked Return for approximately a one year period tied to the performance of the S&P 500 Price Return index, which excludes dividends as described below.

•


EVM-442 (5/24)		Cat # 142561 (5/24)
NB/IF		#740739

IL OPTIMIZER (EFLIC only)

•

The Index-Linked Return could be positive, zero or in certain circumstances negative as described below. In the event that the S&P 500 Price Return index sustains a 100% loss, the maximum loss of principal would be 75%. Therefore, there is the possibility of a negative return on this investment at the end of your Segment Term, which could result in a significant loss of principal and previously credited interest.

•

An Early Distribution Adjustment will be made on Early Distributions (including a requested loan payment, surrender, exercise of certain riders) from the Segment Account Value before the Segment Maturity Date.

•

Any Early Distribution Adjustment that is made will cause you to lose principal through the application of a Put Option Factor, as explained in this Prospectus, and that loss could potentially be substantial. Therefore you should carefully consider whether to make such distributions and/or maintain enough value in your Unloaned Guaranteed Interest Option (“Unloaned GIO”) and/or variable investment options to cover your monthly deductions. The Unloaned GIO is the portion of the Guaranteed Interest Option (“GIO”) that is not being held to secure policy loans you have taken. As described in this Prospectus, we will attempt to maintain a reserve (Charge Reserve Amount) to cover your monthly deductions, but it is possible that the Charge Reserve Amount will be insufficient to cover your monthly deductions.

•

The Company’s obligations under the MSO are subject to its creditworthiness and claims paying ability.

•

Index-linked investment options such as the MSO are complex insurance and investment options, and investors should speak with a financial professional about the MSO’s features, benefits, risks, and fees, and whether the MSO is appropriate for you based upon your financial situation and objectives.

These are only some of the terms associated with the Market Stabilizer Option^®. Please read this Prospectus for more details about the Market Stabilizer Option^®. Also, this Prospectus must be read along with the variable life insurance policy prospectus as well as the variable life insurance policy and policy rider for this option. Please refer to page 5 of this Prospectus for a Definitions section that discusses these and other terms associated with the Market Stabilizer Option^®. Please refer to page 10 of this Prospectus for a discussion of risk factors.

Other Equitable policies. We offer a variety of fixed and variable life insurance policies which offer policy features, including investment options, that are different from those offered by this Prospectus. Not every policy or feature is offered through your financial professional. You can contact us to find out more about any other insurance policy.

Contents of this Prospectus


Market Stabilizer Option^®
The Company		4


1. Definitions		5


2. Key Features of the Market Stabilizer Option^®		8


3. Fee Table Summary		9


4. Risk Factors		10
COVID-19		11
Cybersecurity risks and catastrophic events		11


5. Description of the Market Stabilizer Option^®		12
MSO Holding Account		12
Segments		12
Segment maturity		13
Growth Cap Rate		13
Index-Linked Return		14
Change in Index		14
Charges		15
Charge Reserve Amount		15
How we deduct policy monthly charges during a Segment Term		16
Early Distribution Adjustment		16


6. Distribution of the policy		22


7. Incorporation of certain documents by reference		23


Appendices
Early Distribution Adjustment Examples		24

When we address the reader of this Prospectus with words such as “you” and “your,” we mean the person who has the right or responsibility that this Prospectus is discussing at that point. This is usually the policy owner.

The Company

Equitable Financial is a New York stock life insurance corporation doing business since 1859 with its home office located at 1345 Avenue of the Americas, New York, NY 10105. We are an indirect wholly owned subsidiary of Equitable Holdings, Inc.

We are licensed to sell life insurance and annuities in all 50 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands. No other company has any legal responsibility to pay amounts that the Company owes under the policies. The Company is solely responsible for paying all amounts owed to you under the policy.

How to reach us

1. Definitions

Cash Surrender Value — The cash surrender value is equal to the difference between your policy account value and any surrender charges that are in effect under your policy. The Segment Distribution Value is used to determine the policy account value for this purpose.

Company — Refers to Equitable Financial Life Insurance Company (“Equitable Financial”). The terms “we”, “us”, and “our” are also used to identify the Company.

Charge Reserve Amount — A minimum amount of policy account value in the Unloaned GIO that you are required to maintain in order to approximately cover the estimated monthly charges for the policy (including, but not limited to, the policy’s monthly cost of insurance charge, the policy’s monthly administrative charge, the policy’s monthly mortality and expense risk charge, the MSO’s monthly Variable Index Segment Account Charge and any monthly optional rider charges) during the Segment Term. The Charge Reserve Amount will be determined on each Segment Start Date as an amount projected to be sufficient to cover all of the policy’s monthly deductions during the Segment Term, assuming at the time such calculation is made that no interest or investment performance is credited to or charged against the policy account and that no policy changes or additional premium payments are made. The Charge Reserve Amount will be reduced by each subsequent monthly deduction (but not to less than zero). There is no requirement to maintain a Charge Reserve Amount if you are not in a Segment. Please see “Segments” in this Prospectus for more information about the investment options from which account value could be transferred to the Unloaned GIO on a Segment Start Date (or the effective date of a requested face amount increase) in order to meet this requirement.

Downside Protection (also referred to in your policy as the “Segment Loss Absorption Threshold Rate”) — This is your protection against negative performance of the S&P 500 Price Return index for a Segment held until its Segment Maturity Date. It is currently -25%. The Downside Protection is set on the Segment Start Date at the Company’s sole discretion. However, the Downside Protection will not change during a Segment Term and at least -25% of Downside Protection will always be provided when a Segment is held until the Segment Maturity Date.

cable tax law, any unpaid loan interest, or any distribution in

connection with the exercise of a rider available under your policy. Payment of death benefit proceeds is not an Early Distribution.

Early Distribution Adjustment (“EDA,” may also be referred to in your policy as the “Market Value Adjustment”) — The EDA is an adjustment that we make to your Segment Account Value, before a Segment matures, in the event you surrender your policy, take a loan from a Segment or if we should find it necessary to make deductions for monthly charges or any other distribution from a Segment. (Such other distributions would include any distributions from the policy that we deem necessary to continue to qualify the policy as life insurance under applicable tax law, any unpaid loan interest, or any distribution in connection with the exercise of a rider available under your policy.) An EDA that is made will cause you to lose principal through the application of a Put Option Factor, and that loss could be substantial. Therefore, you should give careful consideration before taking any early loan or surrender, or allowing the value in your other investment options to fall so low that we must make any monthly deduction from a Segment. Please see “Early Distribution Adjustment” in this Prospectus for more information.

Growth Cap Rate — The maximum rate of return that will be applied to a Segment Account Value. The Growth Cap Rate is set for each Segment on the Segment Start Date at the Company’s sole discretion. The Growth Cap Rate will not change during a Segment Term and the Growth Cap Rate will always be at least 6%.

Index — The S&P 500 Price Return index, which is the S&P 500 index excluding dividends. This index includes 500 leading companies in leading industries in the U.S. economy.

The Index Performance Rate is calculated by ((b) divided by (a)) minus one, where:

(a)	is the value of the Index at the close of business on the Segment Start Date, and

(b)	is the value of the Index at the close of business on the Segment Maturity Date.

Segment Start Date or a Segment Maturity Date, the value of the Index will be determined as of the end of the most recent preceding business day for which the Index value is published.

Initial Segment Account — The amount initially transferred to a Segment from the MSO Holding Account on its Segment Start Date, net of:

(a)	the Variable Index Benefit Charge (see “Charges” in this Prospectus)

and

(b)

Net Cash Surrender Value — The net cash surrender value equals your policy account value, minus any outstanding loan and unpaid loan interest, minus any amount of your policy account value that is “restricted” as a result of previously distributed terminal illness living benefits, and further reduced for any monthly benefit payments under the Long- Term Care Services^SM Rider (if available), and minus any surrender charge that then remains applicable. For this purpose, the Segment Distribution Value is used to calculate the policy account value.

Segment Account Value (also referred to in your policy as the “Segment Account”) — The amount of an Initial Segment Account subsequently reduced by any monthly deductions, policy loans and unpaid loan interest, and distributions from the policy that we deem necessary to continue to qualify the policy as life insurance under applicable tax law, which are allocated to the Segment. Any such reduction in the Segment Account Value prior to its Segment Maturity Date will result in a corresponding Early Distribution Adjustment, which will cause you to lose principal and previously credited interest, and that loss could be substantial. The Segment Account Value is used in determining policy account values, death benefits, and the net amount at risk for monthly cost of insurance calculations of the policy and the new base policy face amount associated with a requested change in death benefit option.

For example, if you put $1,000 into the MSO Holding Account, $992.50 would go into a Segment. This amount represents the Initial Segment Account. The Segment Account Value represents the value in the Segment which gets reduced by any deductions allocated to the Segment, with corresponding EDAs, through the course of the Segment Term. The Segment Distribution Value represents what you would receive upon surrendering the policy and reflects the EDA upon surrender.

Segment Distribution Value (also referred to in your policy as the “Segment Value”) — This is the Segment Account Value minus the Early Distribution Adjustment that would apply on a full surrender of that Segment at any time prior to the Segment Maturity Date. Segment Distribution Values will be used in determining policy value available to cover monthly deductions, proportionate surrender charges for requested face amount reductions, and other distributions; cash surrender values and maximum loan values subject to any applicable base policy surrender charge. They will also be used in determining whether any outstanding policy loan and accrued loan interest exceeds the policy account value.

Segment Maturity Date — The date on which a Segment Term is completed and the Index-Linked Return for that Segment is applied to a Segment Account Value.

Segment Maturity Value — This is the Segment Account Value adjusted by the Index-Linked Return for that Segment.

Segment Start Date — The Segment Start Date is the day on which a Segment is created.

Segment Term — The duration of a Segment. The Segment Term for each Segment begins on its Segment Start Date and ends on its Segment Maturity Date approximately one year later. We are currently only offering Segment Terms of approximately one year. We may offer different durations in the future.

2. Key Features of the Market Stabilizer Option^®

•

We currently only offer Segment Terms of approximately one year. We may offer different durations in the future.

•

The Growth Cap Rate is set at the Company’s sole discretion on the Segment Start Date. The Growth Cap Rate will not change during a Segment Term and the Growth Cap Rate will always be at least 6%. You may set a minimum Growth Cap Rate that is acceptable to you.

•

Once policy account value is in a Segment, you cannot transfer out of a Segment prior to the Segment Maturity Date.

•

We reserve the right to substitute an alternative index for the S&P 500 Price Return index, which could reduce

the Growth Cap Rates we can offer. If we were to substitute an alternative index at our discretion, we would provide notice 45 days before making that change. The new index would only apply to new Segments. Any outstanding Segments would mature on their original Segment Maturity Dates.

•

Please see “Fee Table” for complete detail on fees and charges.

3. Fee Table Summary


MSO Charges	When Charge is Deducted	Guaranteed Maximum
Variable Index Benefit Charge⁽¹⁾	On Segment Start Date	0.75%
Variable Index Segment Account Charge	At the beginning of each policy month during the Segment Term	1.65%⁽²⁾
Mortality and Expense Risk Charge⁽³⁾	Monthly	Policy Year	Annual % of your value in the MSO
		1-10	1.00%

		11+	0.50%

Other

When Charge is Deducted

Maximum Spread

Percentage that May

be Deducted

Loan Interest Spread⁽⁴⁾

for Amounts of Policy

Loans Allocated to

MSO Segment

On each policy anniversary (or on loan termination, if earlier)

New York and Oregon policies: 2%
All other policies: 5%

Other

When Charge is Deducted

Maximum Amount

that May be

Deducted

Early Distribution

Adjustment

On Early Distribution

75% of Segment Account Value⁽⁵⁾

(1)	These charges represent annual rates.

(2)	The current non-guaranteed rate is 0.65%.

(3)

The base variable life insurance policy’s mortality and expense risk charge and current non-guaranteed Customer Loyalty Credit will also apply to a Segment Account Value or any amounts held in the MSO Holding Account. The mortality and expense risk charge is part of the policy monthly charges. Amounts in the MSO Holding Account reflect fees and expenses of the EQ/Money Market Portfolio. Please see “How we deduct policy monthly charges during a Segment Term” for more information. The Customer Loyalty Credit offsets some of the monthly charges. Please refer to the variable life insurance policy prospectus for more information.

(4)

(5)

This fee table applies specifically to the MSO and should be read in conjunction with the fee table in the variable life insurance policy prospectus.

Changes in charges

4. Risk Factors

There are risks associated with some features of the Market Stabilizer Option^®:

•

Because the Company relies on a single point in time to calculate the Index return, an investor may experience a negative return on the Segment Maturity Date even if the Index has experienced gains through some, or most, of the Segment Term.

•

There is a risk of a substantial loss of your principal because you agree to absorb all losses from the portion of any negative Index performance that exceeds -25%. An investor could lose 75% of principal which includes any previously credited interest.

•

You will not know what the Growth Cap Rate is before the Segment starts. Therefore, you will not know in advance the upper limit on the return that may be credited to your investment in a Segment.

•

Negative consequences apply if, for any reason, amounts you have invested in a Segment are removed before the Segment Maturity Date. Specifically, with respect to the amounts removed early, you would (1) forfeit any positive Index performance and (2) be subject to an Early Distribution Adjustment that exposes you to a risk of potentially substantial loss of principal. This exposure is designed to be consistent with the treatment of losses on amounts held to the Segment Maturity Date. Even when the Index performance has been positive, the EDA will cause you to lose some principal on an early removal. Surrender charges and tax consequences could also apply.

—

The following types of removals of account value from a Segment will result in the above-mentioned penalties to you, if the removals occur prior to the Segment Maturity Date: (a) a surrender of your policy; (b) a loan from your policy; (c) a distribution in order to enable your policy to continue to qualify as life insurance under the federal tax laws; (d) certain distributions in connection with the exercise of a rider available under your policy; and (e) a charge or unpaid policy loan interest that we deduct from your Segment Account Value because the Charge Reserve Amount and other funds are insufficient to cover them in their entirety. The Charge Reserve Amount may become insufficient because of policy changes that you request, additional premium payments, investment performance, policy loans, policy partial withdrawals from other

investment options besides the MSO, and any increases we make in current charges for the policy (including for the MSO and optional riders).

—

•

We may not offer new Segments so there is also the possibility that a Segment may not be available for a Segment Renewal at the end of your Segment Term(s).

•

We also reserve the right to substitute an alternative index for the S&P 500 Price Return index, which could reduce the Growth Cap Rates we can offer.

•

No company other than us has any legal responsibility to pay amounts that the Company owes under the policies.

•

You do not have any rights in the securities underlying the index, including, but not limited to, (i) interest payments, (ii) dividend payments or (iii) voting rights.

•

Your Segment Maturity Value is dependent on the performance of the index on the Segment Maturity Date.

•

Past performance of the index is no indication of future performance.

•

COVID-19

Economic uncertainty resulting from the COVID-19 pandemic may have an adverse effect on product sales and result in existing policyholders withdrawing at greater rates. COVID-19 could have an adverse effect on our insurance business due to increased mortality and morbidity rates. The cost of reinsurance to us for these policies could increase, and we may encounter decreased availability of such reinsurance. If policyholder lapse and surrender rates or premium waivers significantly exceed our expectations, we may need to change our assumptions, models or reserves.

Cybersecurity risks and catastrophic events

We rely heavily on interconnected computer systems and digital data to conduct our variable life insurance product business. Because our variable life insurance product business is highly dependent upon the effective operation of our computer systems and those of our business partners, our business is vulnerable to disruptions from utility outages, and susceptible to operational and information security risks resulting from information systems failure (e.g., hardware and software malfunctions), and cyberattacks. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, interference with or denial of service, attacks on websites and other operational disruption and unauthorized use or abuse of confidential customer information. Systems failures and cyberattacks, as well as, any other catastrophic event, including natural and manmade disasters, public health emergencies, pandemic diseases, terrorist attacks, floods or severe storms affecting us, any third-party administrator, the underlying funds, intermediaries and other affiliated or third-party service providers may adversely affect us, our business operations and your account value. Systems failures and cyberattacks may also interfere with our processing of policy transactions, including the processing of orders from our website or with the underlying funds, impact our ability to calculate account values, cause the release and possible destruction of confidential customer or business information, impede order processing, subject us and/or our service providers and intermediaries to regulatory fines and financial losses and/or cause reputational damage. In addition, the occurrence of any pandemic disease (like COVID-19), natural disaster, terrorist attack or any other event that results in our workforce, and/or employees of service providers and/or third-party administrators, being compromised and unable or unwilling to fully perform their responsibilities, could likewise result in interruptions in our service, including our ability to issue policies and process policy transactions. Even when our workforce and employees of our service providers and/or third-party administrators can work remotely, those remote work arrangements could result in our business operations being less efficient than under normal circumstances and lead to delays in our issuing policies and processing of other policy-related transactions, as well as possibly being more susceptible to cyberattacks. Cybersecurity risks and catastrophic events may also impact the issuers of securities in which the underlying funds invest, which may cause the funds underlying your policy to lose value. While there can be no assurance that we or the underlying funds or our service providers will avoid losses affecting your policy due to cyberattacks, information security breaches or other catastrophic events in the future, we take reasonable steps to mitigate these risks and secure our systems and business operations from such failures, attacks and events.

5. Description of the Market Stabilizer Option^®

We offer a Market Stabilizer Option^® that provides a rate of return tied to the performance of the Index.

MSO Holding Account

The amount of each transfer or loan repayment you make to the MSO, and the balance of each premium payment you make to the MSO after any premium charge under your base policy has been deducted, will first be placed in the MSO Holding Account. The MSO Holding Account is a portion of the regular EQ/Money Market variable investment option that will hold amounts allocated to the MSO until the next available Segment Start Date. The MSO Holding Account has the same rate of return and is subject to the same underlying portfolio operating expenses and same mortality and expense risk charges as the EQ/Money Market variable investment option. We currently plan on offering new Segments on a monthly basis but reserve the right to offer them less frequently or to stop offering them or to suspend offering them temporarily.

Segments

In order for any amount to be transferred from the MSO Holding Account into a new Segment on a Segment Start Date, all of the following conditions must be met on that date:

(1)	The Growth Cap Rate for that Segment must be equal to or greater than your minimum Growth Cap Rate (Please see “Growth Cap Rate” in this Prospectus).

(2)	There must be sufficient account value available within the Unloaned GIO and the variable investment options including the MSO Holding Account to cover the Charge Reserve Amount as determined by us on such date (Please see “Charge Reserve Amount” in this Prospectus).

(3)

(4)	It must not be necessary, as determined by us on that date, for us to make a distribution from the policy during the Segment Term in order for the policy to continue to qualify as life insurance under applicable tax law.

(5)	The total amount allocated to your Segments under your policy on that date must be less than any limit we may have established. At this time there is no limit.

Segment Maturity

Near the end of the Segment Term, we will notify you between 15 and 45 days before the Segment Maturity Date that a Segment is about to mature. At that time, you may choose to have all or a part of:

(a)	the Segment Maturity Value rolled over into the MSO Holding Account

(b)	the Segment Maturity Value transferred to the variable investment options available under your policy

(c)	the Segment Maturity Value transferred to the Unloaned GIO.

However, if we are not offering the MSO at that time, we will transfer the Segment Maturity Value to the investment options available under your policy per your instructions or to the EQ/Money Market investment option if no instructions are received. Please see “Right to Discontinue and Limit Amounts Allocated to the MSO” for more information. Although, under the variable life insurance policy, we reserve the right to apply a transfer charge up to $25 for each transfer among your investment options there will be no transfer charges for any of the transfers discussed in this section.

Growth Cap Rate

By allocating your account value to the MSO, you can participate in the performance of the Index up to the applicable Growth Cap Rate that we declare on the Segment Start Date.

Each Segment is likely to have a different Growth Cap Rate. However, the Growth Cap Rate will never be less than 6%.

As part of your initial instructions in selecting the MSO, you will specify what your minimum acceptable Growth Cap Rate is for a Segment. You may specify a minimum Growth Cap Rate from 6% to 10%. If the Growth Cap Rate we set, on the Segment Start Date, is below the minimum you specified

then the account value will not be transferred from the MSO Holding Account into that Segment. If you do not specify a minimum Growth Cap Rate then your minimum Growth Cap Rate will be set at 6%. In addition, for account value to transfer into a Segment from the MSO Holding Account, the Growth Cap Rate must be greater than the sum of the annual interest rate we are currently crediting on the Unloaned GIO (“A”), the Variable Index Benefit Charge rate (“B”), the current annualized monthly Variable Index Segment Account Charge rate (“C”) and the current annualized monthly mortality and expense risk charge rate (“D”). The Growth Cap Rate must be greater than (A+B+C+D).

You may also subsequently change your specified minimum Growth Cap Rate by contacting us at our Administrative Office.

The Growth Cap Rate and Downside Protection are set at the Company’s sole discretion. However, the Growth Cap Rate can never be less than 6% and we may only increase your Downside Protection from the current -25%. Your Downside Protection will never decrease below -25%.

Index-Linked Return

We calculate the Index-Linked Return for a Segment by taking the Index-Linked Rate of Return and multiplying it by the Segment Account Value on the Segment Maturity Date. The Segment Account Value is net of the Variable Index Benefit Charge described below as well as any monthly deductions, policy loans and unpaid interest, distributions from the policy that we deem necessary to continue to qualify the policy as life insurance under applicable tax law and any corresponding Early Distribution Adjustments. The Segment Account Value does not include the Charge Reserve Amount described in this Prospectus.


Index Performance Rate of the S&P 500 Price Return index	Index-Linked Rate of Return	Segment Maturity Value
50%	15%	$1,150
25%	15%	$1,150
10%	10%	$1,100
0%	0%	$1,000
-25%	0%	$1,000
-50%	-25%	$750
-75%	-50%	$500
-100%	-75%	$250

If the Index had gone down 20% over the Segment Term then you would receive a return of 0% to your Segment Account Value on the Segment Maturity Date.

The Index-Linked Return is only applied to amounts that remain in a Segment until the Segment Maturity Date. For

example, a surrender of your policy before Segment maturity will eliminate any Index-Linked Return and be subject to a Early Distribution Adjustment.

Change in Index

In the case of any of the types of early maturities discussed above, there would be no transfer charges or EDA applied and you can allocate the Segment Maturity Value to the investment options available under your policy. Please see “Segment Maturity” earlier in this Prospectus for more information. If we continued offering new Segments, then such a change in the Index may cause lower Growth Cap Rates to be offered. However, we would still provide a minimum Growth Cap Rate of 6% and minimum Downside Protection of -25%. We also reserve the right to not offer new Segments. Please see “Right to Discontinue and Limit Amounts Allocated to the MSO” later in this Prospectus.

Charges

There is a current percentage charge of 1.40% of any policy account value allocated to each Segment. We reserve the right to increase or decrease the charge although it will never exceed 2.40%. Of this percentage charge, 0.75% will be deducted on the Segment Start Date from the amount being transferred from the MSO Holding Account into the Segment as an up-front charge (“Variable Index Benefit Charge”), with the remaining 0.65% annual charge (of the current Segment Account Value) being deducted from the policy account on a monthly basis during the Segment Term (“Variable Index Segment Account Charge”).


MSO Charges	Current Non- guaranteed	Guaranteed Maximum
Variable Index Benefit Charge	0.75%	0.75%
Variable Index Segment Account Charge	0.65%	1.65%
Total	1.40%	2.40%

This fee table applies specifically to the MSO and should be read in conjunction with the fee table in the variable life insurance policy prospectus. Please also see Loans in this Prospectus for information regarding the “spread” you would pay on any policy loan.

The base variable life insurance policy’s mortality and expense risk charge and current non-guaranteed Customer Loyalty Credit will also be applicable to a Segment Account Value or any amounts held in the MSO Holding Account. The current mortality and expense risk charge deducted monthly is 0.85% of the Segment Account Value or any amounts held in the MSO Holding Account during the first 8 policy years, with no charge in policy year 9 and thereafter. We reserve the right to increase or decrease this charge in the future, although it will never exceed 1.00% during policy years 1—10 and 0.50% during policy years 11 and later. The mortality and expense risk charge is part of the policy monthly charges. Please see “How we deduct policy monthly charges during a Segment Term” for more information. The Customer Loyalty Credit offsets some of the monthly charges. Please refer to the variable life insurance policy prospectus for more information.

see “Appendix Early Distribution Adjustment Examples” for an example and further information.

Charge Reserve Amount

The Charge Reserve Amount will be determined on each Segment Start Date as an amount projected to be sufficient to cover all of the policy’s monthly deductions during the Segment Term, assuming at the time such calculation is made that no interest or investment performance is credited to or charged against the policy account and that no policy changes or additional premium payments are made. The Charge Reserve Amount on other than a Segment Start Date (or the effective date of a requested face amount increase — please see “Requested Face Amount Increases” below for more information) will be the Charge Reserve Amount determined as of the latest Segment Start Date (or effective date of a face amount increase) reduced by each subsequent monthly deduction during the longest remaining Segment Term, although it will never be less than zero. This means, for example, that if you are in a Segment (Segment A) and then enter another Segment (Segment B) 6 months later, the Charge Reserve Amount would be re-calculated on the start date of Segment B. The Charge Reserve Amount would be re-calculated to cover all of the policy’s monthly deductions during the Segment Terms for both Segments A and B.

besides the MSO, and any changes we might make to current policy charges.

How we deduct policy monthly charges during a Segment Term

However, if the Market Stabilizer Option^® is elected, on the Segment Start Date, deduction allocation percentages will be changed so that 100% of monthly deductions will be taken from the Charge Reserve Amount and then any remaining value in the Unloaned GIO, if the Charge Reserve Amount is depleted, during the Segment Term. In addition, if the value in the Unloaned GIO is ever insufficient to cover monthly deductions during the Segment Term, the base policy’s proportionate allocation procedure will be modified as follows:

1.	The first step will be to take the remaining portion of the deductions proportionately from the values in the variable investment options, including any value in the MSO Holding Account but excluding any Segment Account Values.

2.	If the Unloaned GIO and variable investment options, including any value in the MSO Holding Account, are insufficient to cover deductions in their entirety, the remaining amount will be allocated to the individual Segments proportionately, based on the current Segment Distribution Values.

3.	Any portion of a monthly deduction allocated to an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value.

In addition, your base variable life insurance policy will lapse if your net policy account value (please refer to your base variable life insurance policy prospectus for a further explanation of this term) is not enough to pay your policy’s monthly charges when due (unless one of the available guarantees against termination is applicable). If you have amounts allocated to MSO Segments, the Segment Distribution Value will be used in place of the Segment Account Value in calculating the net policy account.

These modifications will apply during any period in which a Segment exists and has not yet reached its Segment Maturity Date.

Early Distribution Adjustment

Overview

Before a Segment matures, if you surrender your policy, take a loan from a Segment or have another Early Distribution, we will apply an Early Distribution Adjustment.

In the event of an Early Distribution, even if the Index has experienced positive performance since the Segment Start Date, the EDA will cause you to lose principal through the application of the Put Option Factor and that loss may be substantial. That is because there is always some risk that the Index would have declined by the Segment Maturity Date such that you would suffer a loss if the Segment were continued (without taking any Early Distribution) until that time. However, the other component of the EDA is the proportionate refund of the Variable Index Benefit Charge (discussed below under “Important Considerations”) which is a positive adjustment to you. As a result, the overall impact of the EDA is to reduce your Segment Account Value and your other policy values except in the limited circumstances where the proportionate refund is greater than your loss from the Put Option Factor.

We determine the EDA and the Put Option Factor by formulas that are described below under “Additional Detail.”

Important Considerations

When any surrender, loan, charge deduction or other distribution is made from a Segment before its Segment Maturity Date:

You will forfeit any positive Index performance with respect to these amounts. Instead, any of these pre-Segment Maturity Date distributions will cause an EDA to be applied that will usually result in a reduction in your values. Surrender charges and tax consequences also could apply to Early Distributions. Therefore, you should give careful consideration before taking any such early loan or surrender, or allowing the value in your other investment options to fall so low that we must make any monthly deduction from a Segment; and

2.	The EDA will be applied, which means that:

If the Index has fallen more than 25% since the Segment Start Date, the EDA would generally have

the effect of charging you for (i) the full amount of that loss below 25%, plus (ii) an additional amount for the risk that the Index might decline further by the Segment Maturity Date. (Please see example III in “Appendix Early Distribution Adjustment Examples” for further information.)

If the Index has fallen since the Segment Start Date, but by less than 25%, the EDA would charge you for the risk that, by the Segment Maturity Date, the Index might have declined further to a point more than 25% below what it was at the Segment Start Date. (Please see example I in “Appendix Early Distribution Adjustment Examples” for further information.) This charge would generally be less than the amount by which the Index had fallen from the Segment Start Date through the date we apply the EDA. It also would generally be less than it would be under the circumstances in 2a. above.

If the Index has risen since the Segment Start Date, the EDA would not credit you with any of such favorable investment performance. Instead, the EDA would charge you for the risk that, by the Segment Maturity Date, the Index might have declined to a point more than 25% below what it was at the Segment Start Date. (Please see examples II and IV in “Appendix Early Distribution Adjustment Examples” for further information.) This charge would generally be less than it would be under the circumstances in 2a. and 2b. above.

In addition to the consequences discussed in 2. above, the EDA also has the effect of pro-rating the Variable Index Benefit Charge. As discussed further below, this means that you in effect would receive a proportionate refund of this charge for the portion of the Segment Term that follows the early surrender, loan, policy distribution, or charge deduction that caused us to apply the EDA. In limited circumstances, this refund may cause the total EDA to be positive.

Additional Detail

For purposes of determining the Segment Distribution Value prior to a Segment Maturity Date, the EDA is:

(a)	the Put Option Factor multiplied by the Segment Account Value

-minus-

(b)	a pro rata portion of the 0.75% Variable Index Benefit Charge attributable to the Segment Account Value. (Please see “Charges” in this Prospectus for an explanation of this charge.)

The Put Option Factor multiplied by the Segment Account Value represents, at any time during the Segment Term, the estimated market value of your potential exposure to negative S&P 500 Price Return index performance that is worse than -25%. The Put Option Factor, on any date, represents the estimated value on that date of a hypothetical “put option” (as described below) on the Index having a notional value equal to $1 and strike price at Segment Maturity equal to $0.75 ($1 plus the Downside Protection which is currently -25%). The strike price of the option ($0.75) is the difference between a 100% loss in the S&P 500 Price Return index at Segment Maturity and the 25% loss at Segment Maturity that would be absorbed by the Downside Protection feature of the MSO (please see “Growth Cap Rate” in this Prospectus for an explanation of the Downside Protection.) In a put option on an index, the seller will pay the buyer, at the maturity of the option, the difference between the strike price — which was set at issue — and the underlying index closing price, in the event that the closing price is below the strike price. Prior to the maturity of the put option, its value generally will have an inverse relationship with the index. The notional value can be described as the price of the underlying index at inception of the contract. Using a notional value of $1 facilitates computation of the percentage change in the Index and the put option factor.

The Company will utilize a fair market value methodology to determine the Put Option Factor.

The inputs to the Black Scholes model include:

(1)

Accordingly, we use the following method to estimate the implied volatility of the Index. We receive daily quotes of implied volatility from banks using the same

Black Scholes model described above and based on the market prices for certain S&P 500 Price Return put options. Specifically, implied volatility quotes are obtained for put options with the closest maturities above and below the actual time remaining in the Segment at the time of the Early Distribution and, for each maturity, for those put options having the closest moneyness value above and below the actual moneyness of the hypothetical put option described above, given the level of the S&P 500 Price Return index at the time of the Early Distribution. In calculating the Put Option Factor, we will derive a volatility input for your Segment’s time to maturity and strike price by linearly interpolating between the implied volatility quotes that are based on the actual adjacent maturities and moneyness values described above, as follows:

(a)

(b)

(c)

The volatility input for your Segment’s time to maturity will then be determined by linearly interpolating between the volatilities derived in steps (a) and (b).

(2)

(3)	Index Dividend Yield — On a daily basis we will get the projected annual dividend yield across the entire Index. This value is a widely used assumption and is readily available from recognized financial reporting vendors.

are unavailable on a business day, we would use the value of the input from the most recent preceding business day. The Put Option Factor that applies to a transaction or valuation made on a business day will be the Factor for that day. The Put Option Factor that applies to a transaction or valuation made on a non-business day will be the Factor for the next business day.

“Appendix Early Distribution Adjustment Examples” at the end of this Prospectus provides examples of how the Early Distribution Adjustment is calculated.

Transfers

The Company does not impose the policy’s $25 transfer charge to transfer into and out of the MSO Holding Account and you can make a transfer at any time to or from the investment options available under your policy subject to any transfer restrictions within your policy. Any restrictions applicable to transfers between the MSO Holding Account and such investment options would be the same transfer restrictions applicable to transfers between the investment options available under your policy. However, once policy account value has been swept from the MSO Holding Account into a Segment, transfers into or out of that Segment before its Segment Maturity Date will not be permitted. In order to transfer account value to the MSO, there must be sufficient funds remaining in the guaranteed interest option following the transfer to cover the Charge Reserve Amount. Please note that while a Segment is in effect, before the Segment Maturity Date, the amount available for transfers from the Unloaned GIO will be limited to avoid reducing the Unloaned GIO below the remaining Charge Reserve Amount.

Thus the amount available for transfers from the Unloaned GIO will not be greater than any excess of the Unloaned GIO over the remaining Charge Reserve Amount.

Withdrawals

If the policy owner does not indicate or if we cannot allocate the withdrawal as requested due to insufficient funds, we will allocate the withdrawal proportionately from your values in

the Unloaned GIO (excluding the Charge Reserve Amount) and your values in the variable investment options including the MSO Holding Account.

Cash Surrender Value, Net Cash Surrender Value and Loan Value

If you have amounts allocated to MSO Segments, the Segment Distribution Values will be used in place of the Segment Account Values in calculating the amount of any cash surrender value, net cash surrender value and maximum amount available for loans. This means an EDA would apply to those amounts. Please see “Appendix Early Distribution Adjustment Examples” for more information.

Guideline Premium Force-outs

Any portion of a force-out distribution taken from an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value.

Loans

Please refer to the variable life insurance policy prospectus for information regarding policy loan provisions. Currently, the maximum interest rate is the greater of (a) 3% or (b) the “Monthly Average Corporate” yield published in Moody’s Corporate Bond Yield Averages for the month that ends two months before the interest rate is set.

MSO Holding Account proportionately, based on the value of the MSO Holding Account and the current Segment Distribution Values of each Segment. Any portion allocated to an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value and be subject to a higher guaranteed maximum loan spread (2% for policies issued in the state of New York and Oregon and 5% for other policies). The loan spread is the difference between the interest rate we charge on the amounts borrowed and the interest rate credited on amounts held as collateral. For example, if the current rate credited on loan collateral is 1% per year, then the rate charged on amounts of the loan allocated to the MSO will be at most 1% plus 5% for a total of 6% per year subject to maximum loan charge rate.

Paid Up Death Benefit Guarantee

Please note that the MSO is not available while the Paid Up Death Benefit Guarantee is in effect. Please see the appropriate variable life insurance policy prospectus for more information.

Requested Face Amount Increases

Please refer to the variable life insurance policy prospectus for conditions that will apply for a requested face amount increase.

Your right to cancel within a certain number of days

Please refer to the variable insurance policy prospectus for more information regarding your right to cancel your policy within a certain number of days. However, the policy prospectus provisions that address when amounts will be allocated to the investment options do not apply to amounts allocated to the MSO.

the conditions described in this Prospectus. However, if we have not received all necessary requirements for your policy as of the day your policy is issued, we will reallocate those amounts to the MSO Holding Account on the 20th day (longer if your policy is issued as the result of a replacement) following the date we receive all necessary requirements to put your policy in force at our Administrative Office.

Right to Discontinue and Limit Amounts Allocated to the MSO

Impact of MSO Election on the Loan Extension Endorsement

We will include all Segment Values in determining whether the policy will go on to Loan Extension. If the Loan Extension goes into effect, all Segments will be terminated and you will forfeit any positive index performance and be subject to an Early Distribution Adjustment with respect to these amounts. In addition, MSO will no longer be available once you go on Loan Extension.

Impact of MSO Election on the Paid Up Death Benefit Guarantee

The MSO is not available while the Paid Up Death Benefit Guarantee is in effect. The Paid Up Death Benefit Guarantee provides an opportunity to lock in all or a portion of your policy’s death benefit, provided certain conditions are met.

If a paid up death benefit guarantee (which may be referred to as a “paid up no lapse guarantee”) is included with your policy, and if you elect the paid up death benefit guarantee while any Segment is in effect, the Segment Distribution Value will be used in place of the Segment Account Value in the calculation of your policy account value for purposes of determining the paid up death benefit guarantee face amount. All Segments will be terminated on the effective date of the paid up death benefit guarantee with corresponding

Early Distribution Adjustments, and the Segment Distribution Values will be reallocated to the variable investment options available with your policy and to the Unloaned GIO in accordance with your prior directions.

About Separate Account No. 67

Amounts allocated to the MSO are held in a “non-unitized” separate account we have established under the New York Insurance Law. 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 MSO, regardless of whether assets supporting the MSO are held in a separate account or our general account.

6. Distribution of the policies

The policies are distributed by both Equitable Advisors and Equitable Distributors. The Distributors serve as principal underwriters of Separate Account FP. The offering of the policies is intended to be continuous.

The MSO is available only under certain life insurance policies issued by the Company. Extensive information about the arrangements for distributing the variable life insurance policy, including sales compensation, is included under “Plan of Distribution” in the variable life insurance policy prospectus and under “Distribution of the Policy” in the statement of additional information. All of that information applies regardless of whether you choose to use the MSO, and there is no additional plan of distribution or sales compensation with respect to the MSO. 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.

7. Incorporation of certain documents by reference

The Company’s Annual Report on Form 10-K for the period ended December 31, 2023 (the “Annual Report”) is considered to be part of this Prospectus because it is incorporated by reference.

Equitable Financial Life Insurance Company

1345 Avenue of the Americas

New York, NY 10105

Attention: Corporate Secretary (telephone: (212) 554-1234)

You can access our website at www.equitable.com.

Independent Registered Public Accounting Firm

Appendix: Early Distribution Adjustment Examples

Hypothetical Early Distribution Adjustment Examples

A. Examples of Early Distribution Adjustment to determine Segment Distribution Value

The following examples represent a policy owner who has invested in both Segments 1 and 2. They are meant to show how much value is available to a policy owner when there is a full surrender of the policy by the policy owner or other full distribution from these Segments as well as the impact of Early Distribution Adjustments on these Segments. The date of such hypothetical surrender or distribution is the Valuation Date specified below and, on that date, the examples assume 9 months remain until Segment 1’s maturity date and 3 months remain until Segment 2’s maturity date.

Explanation of formulas and derivation of Put Option Factors is provided in notes (1)-(3) below.


Division of MSO into Segments	Segment 1 (Distribution after 3 months)	Segment 2 (Distribution after 9 months)	Total
Start Date	3rd Friday of July, Calendar Year Y	3rd Friday of January, Calendar Year Y
Maturity Date	3rd Friday of July, Calendar Year Y+1	3rd Friday of January, Calendar Year Y+1
Segment Term	1 year	1 year
Valuation Date	3rd Friday of October, Calendar Year Y	3rd Friday of October, Calendar Year Y
Initial Segment Account	1,000	1,000	2,000
Variable Index Benefit Charge	0.75%	0.75%
Remaining Segment Term	9 months / 12 months = 9/12 = 0.75	3 months / 12 months = 3/12 = 0.25

Example I – The Index is down 10% at the time of the Early Distribution Adjustment


Change in Index Value	–10%	–10%	Total
Put Option Factor	0.020673	0.003425
Early Distribution Adjustment	Put Option Component: 1000 * 0.020673 = 20.67 Charge Refund Component: 1000 * 0.75 * (0.0075 / (1 – 0.0075)) = 5.67 Total EDA: 20.67 – 5.67 = 15.00	Put Option Component: 1000 * 0.003425 = 3.43 Charge Refund Component: 1000 * 0.25 * (0.0075 / (1 – 0.0075)) = 1.89 Total EDA: 3.43 – 1.89 = 1.54	16.54
Segment Distribution Value	1000 – 15.00 = 985.00	1000 – 1.54 = 998.46	1,983.46
% change in principal due to the Put Option Component	-2.067%	-0.343%
% change in principal due to the Charge Refund Component	0.567%	0.189%
Total % change in Segment Account Value due to the EDA	-1.50%	-0.15%

Example II – The Index is up 10% at the time of the Early Distribution Adjustment


Change in Index Value	10%	10%	Total
Put Option Factor	0.003229	0.000037
Early Distribution Adjustment	Put Option Component: 1000 * 0.003229 = 3.23 Charge Refund Component: 1000 * 0.75 * (0.0075 / (1 – 0.0075)) = 5.67 Total EDA: 3.23 – 5.67 = –2.44	Put Option Component: 1000 * 0.000037 = 0.04 Charge Refund Component: 1000 * 0.25 * (0.0075 / (1 – 0.0075)) = 1.89 Total EDA: 0.04 – 1.89 = –1.85	–4.29
Segment Distribution Value	1000 – (–2.44) = 1002.44	1000 – (–1.85) = 1001.85	2,004.29
% change in principal due to the Put Option Component	-0.323%	-.004%
% change in principal due to the Charge Refund Component	0.567%	0.189%
Total % change in Segment Account Value due to the EDA	0.244%	0.185%

Example III – The Index is down 40% at the time of the Early Distribution Adjustment


Change in Index Value	–40%	–40%	Total
Put Option Factor	0.163397	0.152132
Early Distribution Adjustment	Put Option Component: 1000 * 0.163397 = 163.40 Charge Refund Component: 1000 * 0.75 * (0.0075 / (1 – 0.0075)) = 5.67 Total EDA: 163.40 – 5.67 = 157.73	Put Option Component: 1000 * 0.152132 = 152.13 Charge Refund Component: 1000 * 0.25 * (0.0075 / (1 – 0.0075)) = 1.89 Total EDA: 152.13 – 1.89 = 150.24	307.97
Segment Distribution Value	1000 – 157.73 = 842.27	1000 – 150.24 = 849.76	1,692.03
% change in principal due to the Put Option Component	-16.34%	-15.213%
% change in principal due to the Charge Refund Component	0.567%	0.189%
Total % change in Segment Account Value due to the EDA	-15.773%	-15.024%

Example IV – The Index is up 40% at the time of the Early Distribution Adjustment


Change in Index Value	40%	40%	Total
Put Option Factor	0.000140	0.000000
Early Distribution Adjustment	Put Option Component: 1000 * 0.000140 = 0.14 Charge Refund Component: 1000 * 0.75 * (0.0075 / (1 – 0.0075)) = 5.67 Total EDA: 0.14 – 5.67 = –5.53	Put Option Component: 1000 * .000000 = 0.00 Charge Refund Component: 1000 * 0.25 * (0.0075 / (1 – 0.0075)) = 1.89 Total EDA: 0.00 – 1.89 = –1.89	–7.42
Segment Distribution Value	1000 – (–5.53) = 1005.53	1000 – (–1.89) = 1001.89	2,007.42
% change in principal due to the Put Option Component	-0.014%	0%
% change in principal due to the Charge Refund Component	0.567%	0.189%
Total % change in Segment Account Value due to the EDA	0.553%	0.189%

(1)

Early Distribution Adjustment = (Segment Account Value) x [ (Put Option Factor)–(Number of days between Valuation Date and Maturity Date)/(Number of days between Start Date and Maturity Date) x ( 0.0075 / (1–0.0075) )]. The denominator of the charge refund component of this formula, i.e., “(1–0.0075),” is an adjustment that is necessary in order for the pro rata refund of the Variable Index Benefit Charge to be based on the gross amount on which that charge was paid by the policy owner on the Segment Start Date.

(2)	Segment Distribution Value = (Segment Account Value)–(Early Distribution Adjustment).

(3)

Derivation of Put Option Factor: In practice, the Put Option Factor will be calculated based on a Black Scholes model, with input values which are consistent with current market prices. We will utilize implied volatility quotes–the standard measure used by the market to quote option prices–as an input to a Black Scholes model in order to derive the estimated market prices. The input values to the Black Scholes model that have been utilized to generate the hypothetical examples above are as follows: (1) Implied volatility –25%; (2) OIS rate corresponding to remainder of segment term –1.09% annually; (3) Index dividend yield –2% annually.

B. Example of an Early Distribution Adjustment corresponding to a loan allocated to Segments, for the Segment Distribution Values and Segment Account Values listed above for a change in Index Value of –40%

Loan Amount: 750

Loan Date: 3rd Friday of October, Calendar Year Y

Explanation of formulas is provided in notes (a)–(d) below.

The Index is down 40% at the time of the Early Distribution Adjustment


Change in Index Value	–40%	–40%	Total
Segment Account Value before Loan	1,000.00	1,000.00	2,000.00
Loan Allocation^(a)	373.34	376.66	750.00
Early Distribution Adjustment^(b)	69.91	66.59	136.55
Segment Account Value after Loan^(c)	556.73	556.72	1,113.45
Segment Distribution Value after Loan^(d)	468.93	473.10	942.03

(a)

(b)

(c)	The Segment Account Value after Loan represents the Segment Account Value before Loan minus the Loan Allocation and the Early Distribution Adjustment. For example, for Segment 1, that would be 1,000 – 373.34 – 69.93 = 556.73.

(d)

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION


ITEM OF EXPENSE	ESTIMATED EXPENSE

Registration fees	$	29,520

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 (“Equitable Financial”) 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)

Broker-Dealer and General Agent Sales Agreement between Equitable Distributors, LLC and Broker-Dealer and General Agent, incorporated herein by reference to the Registration Statement on Form S-3 (File No. 333-265027) filed on January 30, 2024.

(2)

Wholesale Broker-Dealer Supervisory and Sale Agreement between the Broker-Dealer and Equitable Distributors, LLC, incorporated herein by reference to the Registration Statement on Form S-3 (File No. 333-265027) filed on January 30, 2024.

(3)

Broker General Agent Agreement between Broker General Agent and Equitable Distributors, LLC, incorporated herein by reference to the Registration Statement on Form S-3 (File No. 333-265027) filed on January 30, 2024

(a)

Amendment to Brokerage General Agent Sales Agreement between Brokerage General Agency and Equitable Distributors, LLC, incorporated herein by reference to the Registration Statement on Form S-3 (File No. 333-265027) filed on January 30, 2024.

(4)

Distribution and Servicing Agreement dated as of May 1, 1994, among Equico Securities (now AXA Advisors, LLC), The Equitable Life Assurance Society of the United States, and Equitable Variable Life Insurance Company, incorporated herein by reference to Registration Statement on Form N-4 (File No. 2-30070), refiled electronically July 10, 1998.

(5)

Letter of Agreement dated April 20, 1998 for Distribution Agreement, among The Equitable Life Assurance Society of the United States and EQ Financial Consultants, Inc. (now AXA Advisors, LLC), incorporated herein by reference to Registration Statement (File No. 33-83750), filed on May 1, 1998.

(6)

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 herein by reference to Exhibit No. 1-A(10)(c) to Registration Statement on Form S-6, File No. 333-17663, filed on April 19, 2001.

(7)

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 herein by reference to Exhibit No. 1-A(10)(d) to Registration Statement on Form S-6, File No. 333-17663, filed on April 19, 2001.

(8)

Distribution Agreement, dated as of January 1, 1998 by and between The Equitable Life Assurance Society of the United States for itself and as depositor on behalf of the Equitable Life separate accounts and Equitable Distributors, Inc., incorporated herein by reference to the Registration Statement filed on Form N-4 (File No. 333-64749) filed on August 5, 2011.

(a)

First Amendment dated as of January 1, 2001 to the Distribution Agreement dated as of January 1, 1998 between The Equitable Life Assurance Society of the United States for itself and as depositor on behalf of the Equitable Life separate accounts and Equitable Distributors, Inc., incorporated herein by reference to the Registration Statement filed on Form N-4 (File No. 333-127445) filed on August 11, 2005.

(b)

Second Amendment dated as of January 1, 2012 to the Distribution Agreement dated as of January 1, 1998 between AXA Equitable Life Insurance Company and AXA Distributors LLC incorporated herein by reference to the Registration Statement filed on Form N-4 (File No. 333-05593) filed on April 24, 2012.

(c)

Third Amendment dated November 1, 2014 to Distribution Agreement dated January 1, 1998, incorporated herein by reference to Registration Statement on Form N-4 (File No. 2-30070) filed on April 19, 2016.

(d)

Fourth Amendment dated as of August 1, 2015 to the Distribution Agreement dated as of January 1, 1998 between AXA Equitable Life Insurance Company and AXA Distributors, LLC, incorporated by reference to this Registration Statement on Form S-3 (File No. 333-229589) on April 16, 2019.

(9)

Amended and Restated Distribution Agreement, dated as of November 1, 2023 by and between Equitable Financial Life Insurance Company, a New York company, for itself (“Equitable Financial”) and as depositor on behalf of the Equitable Financial separate accounts more particularly described herein (the “Separate Accounts”) and Equitable Distributors, LLC (the “Distributor” or “EDL”), filed herewith.

(10)

Amended and Restated Agreement, dated as of November 1, 2023 for Cooperative and Joint Use of Personnel, Property and Services between Equitable Financial Life Insurance Company and Equitable Distributors, LLC, filed herewith.

(11)

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 by reference to Registration Statement No. 2-30070 on April 19, 2004, and incorporated herein by reference.

(a)

First Amendment dated as of January 1, 2003 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 Registration Statement on Form N-4 (File No. 333-05593) on April 24, 2012. and incorporated herein by reference.

(b)

Second Amendment dated as of January 1, 2004 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, Registration Statement on Form N-4 (File No.333-05593) on April 24, 2012. and incorporated herein by reference.

(c)

Third Amendment dated as of July 19, 2004 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.

(d)

Fourth Amendment dated as of November 1, 2004 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.

(e)

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 to Registration Statement on Form N-4 (File No. 333-05593), filed on April 24, 2012.

(f)

Sixth Amendment dated as of February 15, 2008, to General Agent Sales Agreement dated as of January 1, 2000 by and between AXA Equitable Life Insurance Company (formerly known as 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. 333-05593), filed on April 24, 2012.

(g)

Seventh Amendment dated as of February 15, 2008, to General Agent Sales Agreement dated as of January 1, 2000 by and between AXA Equitable Life Insurance Company (formerly known as 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. 2-30070) to Exhibit 3(r), filed on April 20, 2009.

(h)

Eighth Amendment dated as of November 1, 2008, to General Agent Sales Agreement dated as of January 1, 2000 by and between AXA Equitable Life Insurance Company (formerly known as 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. 2-30070) to Exhibit 3(s), filed on April 20, 2009.

(i)

Ninth Amendment dated as of November 1, 2011 to General Agent Sales Agreement dated as of January 1, 2000 by and between AXA Life Insurance Company (formerly known as The Equitable Life Assurance Society of the United States) and AXA Network, LLC and its subsidiaries incorporated herein by reference to the Registration Statement filed on Form N-4 (File No. 333-05593) filed on April 24, 2012.

(j)

Tenth Amendment dated as of November 1, 2013, to General Agent Sales Agreement dated as of January 1, 2000, by and between AXA Equitable Life Insurance Company (formerly known as 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. 333-178750) filed on October 16, 2014.

(k)

Eleventh Amendment dated as of November 1, 2013, to General Agent Sales Agreement dated as of January 1, 2000, by and between AXA Equitable Life Insurance Company (formerly known as 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. 333-178750) filed on October 16, 2014.

(l)

Twelfth Amendment dated as of November 1, 2013, to General Agent Sales Agreement dated as of January 1, 2000, by and between AXA Equitable Life Insurance Company (formerly known as 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. 333-178750) filed on October 16, 2014.

(m)

Thirteenth Amendment dated as of October 1, 2014 to General Agent Sales Agreement dated as of January 1, 2000, by and between AXA Equitable Life Insurance Company (formerly known as The Equitable Life Assurance Society of the United States) and AXA Network, LLC and its subsidiaries, incorporated herein by reference to the Registration Statement on Form N-4 (File No. 333-202147), filed on September 9, 2015.

(n)

Fourteenth Amendment dated as of August 1, 2015 to General Agent Sales Agreement dated as of January 1, 2000, by and between AXA Equitable Life Insurance Company (formerly known as The Equitable Life Assurance Society of the United States) and AXA Network, LLC and its subsidiaries, incorporated herein by reference to the Registration Statement on Form N-4 (File No.2-30070), filed on April 19, 2016.

(o)

Sixteenth Amendment dated May 1, 2016 to the General Agent Sales Agreement dated as of January 1, 2000 by and between AXA Equitable Life Insurance Company, (formerly known as The Equitable Life Assurance Society of the United States) and AXA Network, LLC, incorporated herein by reference to Registration Statement on Form N-4 (File No. 2-30070) filed on April 18, 2017.

(p)

Seventeenth Amendment to General Agent Sales Agreement, dated as of August 1, 2016, by and between AXA Equitable Life Insurance Company, formerly known as The Equitable Life Assurance Society of the United States, (“AXA Equitable”), and AXA NETWORK, LLC, (“General Agent”) “) incorporated herein by reference to Registration Statement on Form N-4 (File No. 2-30070) filed on April 17, 2018.

(q)

Eighteenth Amendment to General Agent Sales Agreement, dated as of March 1 2017, by and between AXA Equitable Life Insurance Company, formerly known as The Equitable Life Assurance Society of the United States, (“AXA Equitable”), and AXA NETWORK, LLC (“General Agent”) incorporated herein by reference to Registration Statement on Form N-4 (File No.2-30070) filed on April 17, 2018.

(r)

Nineteenth Amendment to General Agent Sales Agreement, dated January 1, 2020, by and between AXA Equitable Life Insurance Company and AXA Network, LLC, incorporated herein by reference to Registration Statement on Form S-3 (File No. 333-253137) filed on April 20, 2021.

(s)

Twentieth Amendment to General Agent Sales Agreement dated September 1, 2021, by and between Equitable Financial Life Insurance Company and Equitable Network, LLC, incorporated herein by reference to Registration Statement on Form S-3 (File No.333-263743) filed on April 20, 2022.

(t)

Twenty First Amendment to General Agent Sales Agreement dated January 1, 2022, by and between Equitable Financial Life Insurance Company and Equitable Network, LLC, incorporated herein by reference to Registration Statement on Form S-3 (File No.333-263743) filed on April 20, 2022.

(u)

Twenty Second Amendment to General Agent Sales Agreement dated January 1, 2022, by and between Equitable Financial Life Insurance Company and Equitable Network, LLC, filed herewith.

II-2

(2)

Not applicable.

(4)

(a)

Form of Policy Rider, incorporated by reference to the Registration Statement, File No. 333-161963 on March 10, 2010.

(b)

Variable Index Rider Option Rider (ICC 09-R09-30), incorporated herein by reference to Registration Statement on Form S-1 (File No: 333-180068) Filed on March 13, 2012.

II-3

(5)

Opinion and Consent of Counsel, filed herewith.

(8)

Not applicable.

(12)

Not applicable.

(15)

Not applicable.

(21)

Not applicable.

(23)

Consent of PricewaterhouseCoopers LLP filed herewith.

(24)

Powers of Attorney, filed herewith.

(25)

Not applicable.

(26)

Not applicable.

(EX-107)

Filing Fees Table, filed herewith.

II-4

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 Section 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.

(4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed

II-5

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.

II-6

(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 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-7

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 19th day of April, 2024.


EQUITABLE FINANCIAL LIFE INSURANCE COMPANY
(Registrant)

By:		/s/ Alfred Ayensu-Ghartey
		Alfred Ayensu-Ghartey
		Vice President and Associate General Counsel
		Equitable Financial Life Insurance Company

As required by the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the date indicated:


PRINCIPAL EXECUTIVE OFFICERS:

*Mark Pearson		Chief Executive Officer and Director

PRINCIPAL FINANCIAL OFFICER:

*Robin Raju		Chief Financial Officer

PRINCIPAL ACCOUNTING OFFICER:

*William Eckert		Chief Accounting Officer


*DIRECTORS:

Mark Pearson	Daniel G. Kaye	Charles G.T. Stonehill
Bertram Scott	George Stansfield	Joan Lamm-Tennant
Arlene Isaacs-Lowe	Francis Hondal	Craig MacKay


*By:		/s/ Alfred Ayensu-Ghartey
		Alfred Ayensu-Ghartey
		Attorney-in-Fact
		April 19, 2024

EX-99.(9) 3 d784202dex999.htm AMENDED AND RESTATED DISTRIBUTION AGREEMENT AMENDED AND RESTATED DISTRIBUTION AGREEMENT

AMENDED AND RESTATED DISTRIBUTION AGREEMENT

AMENDED AND RESTATED DISTRIBUTION AGREEMENT, dated as of November 1, 2023 by and between EQUITABLE FINANCIAL LIFE INSURANCE COMPANY, a New York company, for itself (“Equitable Financial”) and as depositor on behalf of the Equitable Financial separate accounts more particularly described herein (the “Separate Accounts”) and EQUITABLE DISTRIBUTORS, LLC (the “Distributor” or “EDL”).

W I T N E S S E T H:

WHEREAS, Equitable Financial is a life insurance company which offers or may hereafter offer a number of products, including without limitation, fixed and variable annuities, fixed and variable life insurance, employee benefit products, and the like;

WHEREAS, the net consideration from the sale of such products may be allocated for investment in whole or in part to Equitable Financial general account and/or one or more of the Separate Accounts;

WHEREAS, the Separate Accounts are separate accounts established and maintained by Equitable Financial pursuant to the laws of the State of New York under which income, gains and losses, whether or not realized, from assets allocated to the Separate Accounts, are credited to or charged against the Separate Accounts without regard to other income, gains or losses of Equitable Financial;

WHEREAS, the Separate Accounts for which registration is required are registered as investment companies under the Investment Company Act of 1940 (“1940 Act”), and units of interest in the Separate Accounts are registered under the Securities Act of 1933 (“1933 Act”);

WHEREAS, certain general account and/or separate account interests, such as MVA interests, are registered under the 1933 Act;

WHEREAS, the Distributor, a wholly-owned subsidiary of Equitable Financial, is a broker-dealer registered under the Securities Exchange Act of 1934 (“1934 Act”) and is a member of the Financial Industry Regulatory Authority (“FINRA”)

WHEREAS, pursuant to a Distribution Agreement dated as of October 1, 1996 among Equitable Financial, certain Separate Accounts and the Distributor (the “Distribution Agreement”), Equitable Financial and such Separate Accounts retained the Distributor as a principal underwriter and distributor of certain products, and the Distributor agreed to act in such capacity pursuant thereto;

WHEREAS, the Distribution Agreement was terminated as of December 31, 1997 and amended and restated effective January 1, 1998.

WHEREAS, the January 1, 1998 Distribution Agreement may be terminated subsequent to January 1, 1999 by any party thereto on sixty (60) days prior written notice, and the parties desire to establish a minimum term for the distribution arrangement between them of not less than one year from and after the date hereof;

NOW THEREFORE, the parties hereto hereby agree that for the purpose of making certain technical updates and to reflect current terminology and entity names, the January 1, 1998 Distribution Agreement is superseded, amended and restated in its entirety as of November 1, 2023 and that hereafter the distribution arrangements between the parties shall be as follows:

Page 1 of 11

ARTICLE I

Definitions

§1.1 Defined Terms. In addition to any terms defined elsewhere in this Agreement, the terms defined in this Article I whenever used in this Agreement shall have the respective meanings indicated.

Products — (i) all fixed and variable life insurance and annuity products and funding agreements, and (ii) employee benefits products including, but not limited to, Group Life Insurance, Group Short Term Disability Insurance, Group Long Term Disability Insurance, Group Dental Insurance, Group Vision Insurance, Group Accident Insurance, Group Critical Illness Insurance, and Group Hospital Indemnity Insurance, which Equitable Financial authorizes the Distributor from time to time to make available to Third Party Broker-Dealers and Third Party General Agents (as such terms are defined in the Distribution Agreement).

Separate Accounts — any and all separate accounts established and maintained by Equitable Financial with respect to the Products.

ARTICLE II

Distribution Responsibilities

§2.1 Equitable Financial authorizes the Distributor to act, and the Distributor agrees to serve, as a principal underwriter and/or distributor of the Equitable Financial Products for and on behalf of Equitable Financial and, if applicable, the Separate Accounts with respect to such Products in all states and other jurisdictions in which the Products may legally be sold. During the term of this Agreement the Distributor agrees in turn that during such same period it will act exclusively for Equitable Financial or one of its affiliates and will not underwrite or distribute or contract to underwrite or distribute any other financial services products without the prior written consent of Equitable Financial in each instance.

§2.2 The Distributor represents that it is a broker-dealer duly registered under the 1934 Act and is a member in good standing of the FINRA and, to the extent necessary to perform the activities contemplated hereunder, is duly registered, or otherwise qualified, under the securities laws of every state and other jurisdiction in which the Products are available for sale, and the Distributor agrees to maintain such status.

§2.3 The Distributor shall at all times function as and be deemed to be an independent contractor and will be under no obligation to effectuate any particular number of sales of Products or to promote or make sales, except to the extent the Distributor deems advisable. The Distributor shall be fully responsible for carrying out all compliance and supervisory obligations in connection with its distribution of the Products, including as required by applicable state insurance laws, and, to the extent the Products are securities, as required by the FINRA rules (“FINRA Conduct Rules”) and by federal and any applicable state or foreign securities laws. The Distributor shall assume full responsibility for the oversight of securities activities of any person associated with the Distributor, as defined in Section 3(a)(18) of the 1934 Act and engaged directly or indirectly in the distribution of the Products (“Associated Persons”) and shall have the authority to require that disciplinary action be taken with respect to the Associated Persons, as applicable. The Distributor shall be fully responsible for any and all compensation due and payable to any persons distributing the Products and/or soliciting applications therefor directly or indirectly by reason of the authorization granted to Distributor herein.

Page 2 of 11

§2.4 The Distributor is hereby authorized to enter into written agreements (“Sales Agreements”) with (a) broker-dealers (“Third Party Broker Dealers”) to solicit applications for the sale of Products which are exclusively securities, (b) with general agents (“Third Party General Agents”) to solicit applications for Products that are exclusively insurance products and (c) with Third Party Broker Dealers and their affiliated Third Party General Agents to jointly solicit applications for the sale of Products that are both securities and insurance products. A Third Party Broker Dealer may also be a Third Party General Agent. Where state law does not provide for or require general agents the Distributor may contract with individual insurance agents affiliated with the Third Party Broker Dealer to act as designated insurance principals in place of a Third Party General Agent and all references herein to Third Party General Agents shall also apply to such designated insurance principals. All Sales Agreements for any Product shall be in the standard form thereof as to such Product approved in advance by Equitable Financial with such nonmaterial changes thereto as the other parties thereto may require. The Distributor shall not enter into any other form of Sales Agreement without the prior approval of Equitable Financial in each case. All compensation arrangements in any Sales Agreement with Third Party Broker Dealers and/or Third Party General Agents shall be approved in advance by Equitable Financial. The Distributor shall not modify or amend any compensation arrangement in any Sales Agreement or offer any commission specials, promotions, bonuses or other cash or non-cash compensation incentives, without in each case first obtaining the prior consent of Equitable Financial thereto;

§2.5 The Sales Agreements shall require that each party thereto which is a Third Party Broker Dealer shall assume full responsibility for continued compliance by itself and its associated persons (as that term is defined in Section 3(a)(l8) of the 1934 Act) with the FINRA Rules and applicable federal and state securities and insurance laws. Each Third Party Broker Dealer and its registered representatives (“Registered Representatives”) soliciting applications for the Products shall be duly and appropriately licensed, registered and otherwise qualified for the sale of the Products under the FINRA Rules and federal and state securities and insurance laws applicable to the offer and sale of the Products

§2.6 The Distributor is authorized to recommend the appointment of Third Party General Agents and Qualified Agents (as hereinafter defined) of such Third Party General Agent as agents of Equitable Financial for the sale of particular Products. As used herein a “Qualified Agent” shall mean an insurance agent of a Third Party General Agent who is licensed to sell products such as the Products it is being appointed to sell in all states and other jurisdictions in which such agent intends to sell such Products and, if such Products are both securities and insurance products, is also a Registered Representative of the Third Party Broker Dealer affiliated with such Third Party General Agent. An “Appointed Equitable Agent” shall mean a Qualified Agent who has been appointed as an agent of Equitable Financial for the sale of particular Products, and a “Sales Representative” shall mean a Registered Representative or Appointed Equitable Agent as the case may be. Each Sales Agreement with a Third Party General Agent shall obligate such party to apply for and maintain proper insurance licenses for itself and each of its Appointed Equitable Agents in all states and other jurisdictions in which applications for Products are to be solicited by such agent. Equitable Financial will appoint Qualified Agents recommended by the Distributor as Appointed Equitable Agents in all states and other jurisdictions in which such agent proposes to solicit applications for Products, provided that Equitable Financial reserves the right to refuse to appoint any proposed Third Party General Agent or individual agent recommended by the Distributor which Equitable Financial determines in its sole discretion to be unsatisfactory for appointment and, following written notice to the Distributor, to terminate, with or without cause, any such appointment thereafter. The Distributor shall provide oversight of Third Party General Agents as required by applicable state insurance laws.

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§2.7 The parties hereto recognize that Appointed Equitable Agents will be acting as insurance agents of Equitable Financial. No Sales Representative shall be considered an agent or employee of the Distributor. Further it is intended by the parties hereto that all Sales Representatives are and shall continue to be considered to have a common law independent contractor relationship with Equitable Financial and not to be common law employees of Equitable Financial, unless any contract between Equitable Financial and any person selling Products specifically provides otherwise.

§2.8 The Distributor shall take reasonable steps, which may include transactional sampling, to ensure that no Sales Representative, shall recommend the purchase of a Product to any applicant in the absence of reasonable grounds to believe that the purchase of the Product is suitable for such applicant. While not limited to the following, a determination of suitability shall be based on information furnished to the Sales Representative after reasonable inquiry of such applicant (and any other information known about the applicant) concerning the applicant’s insurance and investment objectives and financial situation and needs, including the likelihood (depending upon the nature of the Product) that the applicant will make sufficient payments or retain the Product for a sufficient period of time to derive the benefits of the Product.

§2.9 The Distributor shall not use, develop or distribute, nor authorize any other person, including, without limitation, any Third Party Broker Dealer, Third Party General Agent or Sales Representative to use, develop or distribute, any promotional, sales, marketing and advertising materials relating to Products, including, without limitation advertisements, sales brochures, circulars, research reports, market letters, form letters, seminar texts, proposals, illustrations, or other materials and communications (collectively, “Sales Materials”) which have not been approved in advance by Equitable Financial. The Distributor agrees that it will make timely filings, as required, with the FINRA and all other securities regulators of all Sales Materials and obtain such approvals as may be necessary. Equitable Financial will be responsible for filing all Sales Materials, as necessary, with insurance regulatory authorities and obtaining any required approvals. The Distributor shall not make, nor shall it authorize any other person including without limitation any Third Party Broker Dealer, Third Party General Agent or Sales Representative to make, any warranties or representations with respect to the Products or communicate any information regarding Equitable Financial, the Products any Separate Account, any MVA interests or the funding media as to any Product which is not contained in Sales Materials approved by Equitable Financial, as provided in this Agreement, or included in any registration statements with respect to such Product effective under the 1933 Act at the time of such warranty, representation or communication.

§2.10 The Distributor shall not possess or exercise any authority on behalf of Equitable Financial other than that expressly conferred pursuant to this Agreement. In particular, and without limiting the foregoing, the Distributor shall not, nor shall it authorize any Third Party Broker Dealer, Third Party General Agent or Sales Representative to, (i) alter or modify any Product in any respect or make, alter or discharge any contract or policy or other contract entered into pursuant to any such contract or policy; (ii) waive any contract terms or policy provision/condition; (iii) extend the time for payment of any premiums; or (iv) receive any monies or premiums with respect to any contract or policy (except for the sole purpose of forwarding monies or premiums to an Equitable Company).

§2.11 The Distributor shall assist and/or cooperate with Equitable Financial with respect to the maintaining of records with respect to Sales Representatives and furnishing periodic reports to Equitable Financial as to the sale of Products made pursuant to Sales Agreements entered into pursuant to this Agreement.

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§2.12 Anything in this Agreement to the contrary notwithstanding, Equitable Financial shall retain the ultimate right of control over, and the responsibility for, the issuance, servicing and marketing of the Products, including the right to review and approve all advertising concerning the Products, to suspend sales of the Products in any jurisdiction or jurisdictions, to appoint and discharge its agents authorized to sell the Products, and to refuse to sell a Product to any applicant for any reason whatsoever.

ARTICLE III

Recordkeeping Responsibility for the Products

§3.l The Distributor and Equitable Financial shall each cause to be maintained and preserved such accounts, books and other documents as are required of each of them by the 1934 Act and 1940 Act and any other applicable laws and regulations. In particular. without limiting the foregoing. the Distributor shall cause all the books and records in connection with the offer and sale of the Products to be maintained and preserved in conformity with the requirements of Rules 17a-3 and 17a-4 under the 1934 Act and as may otherwise be required under the FINRA Rules and federal and applicable state securities laws to the extent that such requirements are applicable to the Products.

§3.2 The Distributor and Equitable Financial shall each submit to all regulators and administrative bodies having jurisdiction over the sales of the Products, present or future, any information, reports or other material that any such body may request or require pursuant to applicable laws or regulations. In particular, without limiting the foregoing, Equitable Financial agrees that any books and records which it maintains which are required to be maintained by the Distributor under Rule l7a-3 or l7a-4 of the 1934 Act shall be subject to inspection by the Securities and Exchange Commission (“SEC”) in accordance with Section l 7(a) of the 1934 Act.

§3.3 The Distributor and Equitable Financial each agree and understand that all documents, reports, records, books, files and other materials required under applicable FINRA regulations and federal and state securities laws relative to the sale of Products shall be the property of the Distributor, with the exception of any books and records that are required to be maintained by Equitable Financial which shall be the joint property of Equitable Financial and the Distributor. If, however, such documents, reports, records. books, files and other materials which are the property of the Distributor are required by applicable regulation or law to be maintained also by Equitable Financial, such material shall be the joint property of the Distributor and Equitable Financial. All other documents, reports, records, books, files and other materials maintained relative to this Agreement shall be the property of Equitable Financial. Upon the termination of this Agreement, all such material shall be returned to the applicable party.

§3.4 The Distributor and Equitable Financial, from time to time during the term of this Agreement, shall allocate among themselves, subject to a right of further delegation, the administrative responsibility for maintaining and preserving the books, records and accounts kept in connection with the Products; provided, however, in the case of books, records and accounts kept pursuant to a requirement of applicable law or regulation, the ultimate responsibility for maintaining and preserving such books, records and accounts shall be that of the party which is required to maintain or preserve such books, records and accounts under the applicable law or regulation, and such books, records and accounts shall be maintained and preserved under the supervision of that party. The Distributor and Equitable Financial shall cause each other to be furnished with such reports as each may reasonably request for the purpose of meeting its respective reporting and recordkeeping requirements under such regulations and laws and under the insurance laws of the State of New York and any other applicable states or jurisdictions.

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ARTICLE IV

Sale Procedures

§4.1 Equitable Financial represents and warrants that all Products and units of interest therein, if any, which must be registered under the 1933 Act have been so registered, that all Separate Accounts with respect to those Products hereto are registered under the 1940 Act, that the Products which are insurance products are qualified to be sold under the insurance laws and that the Products which are securities are qualified to be sold under the applicable securities laws of all states and other jurisdictions in which the Products are authorized for sale. Equitable Financial further represents and warrants that it is a life insurance company duly organized under the laws of the State of New York and in good standing and authorized to conduct business under the laws of each state in which the Products are offered and sold.

§4.2 The Sales Agreements will obligate Third Party Broker Dealers, Third Party General Agents and Sales Representatives to use only the appropriate prospectuses, the then currently effective statements of additional information (“SAIs”) and other authorized materials in soliciting the sale of the Products.

§4.3 The Sales Agreements shall provide that all applications for the Products shall be made on application forms supplied by Equitable Financial or in a form otherwise satisfactory to Equitable Financial, and shall be forwarded directly to Equitable Financial, together with any other required documentation and all premiums and other sums at the address indicated on such application or to such other address as Equitable Financial may, from time to time, designate in writing. Checks, money orders or electronic transmissions of funds in payment on any Product shall be drawn to the order of the appropriate Equitable Company. All applications for Products shall be subject to acceptance or rejection by Equitable Financial at its discretion. Any applications, other documents or payments received by the Distributor shall be immediately remitted by the Distributor to Equitable Financial. All matters relating to the review and acceptance of applications and the negotiation and issuance of the Products shall be solely within Equitable Financial’s control.

§4.4 All money payable in connection with the Products, whether as purchase payments or otherwise, and whether paid by, or on behalf of any applicant or Product owner, is the property of Equitable Financial. If such money is not transmitted directly by a Third Party Broker Dealer or the Third Party General Agent to Equitable Financial in accordance with the administrative procedures of Equitable Financial and is received by the Distributor, it shall be transmitted promptly by the Distributor in accordance with the administrative procedures of Equitable Financial without any deduction or offset for any reason, including by example but not limitation, any deduction or offset for compensation claimed by the Distributor or payable to the Third Party Broker Dealers or Third Party General Agents, without the prior written consent of Equitable. No payments shall be accepted by the Distributor in connection with the Products.

§4.5 Subject to §5 below, Equitable Financial shall provide to the Distributor copies of such prospectuses, summary prospectuses, statements of additional information, financial statements, sales materials and other documents in such numbers as the Distributor shall reasonably request to provide to Third Party Broker Dealers for use in connection with the solicitation of applications for the Products, Equitable Financial shall be responsible for the delivery of the prospectuses, summary prospectuses, statements of additional information, and financial statements after the sale of the Products.

§4.6 Unless otherwise agreed in writing by Equitable Financial, neither the Distributor, the Third Party Broker Dealers, the Third Party General Agents nor the Sales Representatives shall have any interest in any premiums, surrender charges, deductions or other fees payable to Equitable Financial.

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ARTICLE V

Reimbursement Expenses

§5.1

Equitable Financial will pay, or reimburse the Distributor for, Qualified Expenses (as hereinafter defined) incurred by the Distributor as full and complete compensation for its services under this Agreement.

In no event, however, shall Equitable Financial be obligated to pay or reimburse any costs or expenses for personnel, property and services incurred by the Distributor hereunder which are in excess of the reasonable market value thereof or which exceed any limit with respect thereto under Section 4228 of the New York Insurance Law and any regulation issued pursuant thereto

As used herein, “Qualified Expenses” shall mean the amount by which (i) the reasonable actual direct and indirect costs and expenses incurred by the Distributor for personnel, property and services in the performance of services on its part in connection with the sale and servicing of the Products pursuant to this Agreement, including, without limitation, sums due and payable to Third Party Broker Dealers and/or Third Party General Agents under the Sales Agreements, exceeds (ii) any and all revenues received by the Distributor from third parties as payment or reimbursement for all or any part of the same services, including, without limitation, 12b-1 fees, if any, paid to the Distributor as principal underwriter of share of EQ Advisors Trust or any other investment company sold in connection with the sale of the Products.

§5.2 All costs and expenses to be paid or reimbursed by Equitable Financial related to the distribution of the Products shall be paid or reimbursed in accordance with the provisions of the Amended and Restated Agreement for Cooperative and Joint Use of Personnel, Property and Services between Equitable Financial Life Insurance Company and Equitable Distributors LLC, which became effective November 1, 2023.

§5.3 Notwithstanding anything to the contrary contained in this Agreement, no separate compensation shall be due and payable, as either commission or expense allowance, on any Contract for a Product, it being understood and agreed that commissions and expense allowances paid hereunder on the Products shall constitute sufficient consideration without more for the Distributor’s services hereunder with respect to all Contracts. In addition, Equitable Financial hereby assumes and agrees to pay all the obligations of the Distributor under Article VII of that certain Sales Agreement dated as of April 27, 1995 by and among the Distributor, Equico Securities, Inc., EquiSource of New York, Inc. et al., as modified and amended, to pay compensation and other sums, if any, due and payable first accruing on or subsequent to January 1, 1998.

§5.4 Each party shall have the right to conduct an audit of the books, records and accounts of the other party upon giving reasonable notice of its intent to conduct such an audit. In the event of such audit, each party shall give the other party reasonable cooperation and access to all books, records and accounts necessary to the audit.

ARTICLE VI

Complaints and Regulatory Proceedings

§6.1 The Distributor and Equitable Financial agree to cooperate fully in insurance regulatory investigations or proceedings or judicial proceedings arising in connection with the offering, sale or distribution of the Products. The Distributor and Equitable Financial further agree to cooperate fully in any

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securities regulatory investigation or proceeding or judicial proceeding with respect to Equitable Financial, the Distributor, their respective affiliates and agents or representatives, to the extent that such investigation or proceeding is in connection with the Products.

§6.2 Without limiting the generality of Section 5.1, the Distributor and Equitable Financial agree that:

(A)

Each will promptly notify the other of any customer complaint or notice of any regulatory investigation or proceeding or judicial proceeding received by either of them or any agent or representative thereof which may affect Equitable Financial’s issuance of the Products and/or the Distributor.

(B)

Each will promptly notify the other of any customer complaint or notice of any regulatory investigation or proceeding received by it or any of its affiliates with respect to any Product or the sale thereof.

(C)

In the case of a substantive customer complaint, Equitable Financial agrees to investigate such complaint on behalf of the Distributor and respond to the customer or regulatory authority, as necessary.

ARTICLE VII

Indemnification

§7.1 Equitable Financial agrees to indemnify and hold harmless the Distributor and its officers, directors, employees. agents and representatives against any losses. claims, damages or liabilities, joint or several, to which the Distributor or its affiliates or such officer or director may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact. required to be stated therein or necessary to make the statements therein not misleading, contained in

(A)

any registration statement relating the Products or any interests offered under t e Products, or any amendment thereof, or

(B)

any document executed by Equitable Financial specifically for the purpose of qualifying the Products for sale under the securities laws of any jurisdiction. Equitable Financial will reimburse the Distributor and each such officer, director, employee. agent and/or representative for any legal or other expenses reasonably incurred by the Distributor or such officer, director, employee, agent and/or representative in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Equitable Financial will not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information (including, without limitation, negative responses to inquiries) furnished to Equitable Financial by or on behalf of the Distributor specifically for use in the preparation of any such registration statement or any amendment thereof or any such qualification document or any amendment thereof. This indemnification obligation shall be in addition to any liability which Equitable Financial may otherwise have.

§7.2 The Distributor agrees to indemnify and hold harmless Equitable Financial, its directors, each of its officers who has signed a registration statement relating to a Product, each person, if any, who controls Equitable Financial within the meaning of the 1933 Act or the 1934 Act, and the Separate Accounts

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against any losses, claims, damages or liabilities to which Equitable Financial and any such director, officer employee, agent and/or representative or controlling person may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:

(A)

Any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, contained in (i) any registration statement relating to a Product or any interest offered under the Product or any amendment thereof, or (ii) any qualification document relating to the Product or interest offered under the Product or any amendment thereof, except to the extent but only to the extent, in each case t that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information (including without limitation, negative responses to inquiries) furnished to Equitable Financial by the Distributor specifically for use in the preparation of such registration statement, qualification document or amendment thereof; or

(B)

Any unauthorized use of sales materials or any verbal or written misrepresentations or any unlawful sales practices concerning the Products by the Distributor or otherwise attributable to a failure by the Distributor to discharge properly its responsibilities under this Agreement; or

(C)

Claims by officers, directors, employees, agents or representatives or employees of the Distributor for commissions, service fees. expense allowances or other compensation or remuneration of any type.

The Distributor will reimburse Equitable Financial and any director, officer, employee, agent, representative or controlling person for any legal or other expenses reasonably incurred by Equitable Financial, such director, officer, employee, agent and/or representative or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification obligation shall be in addition to any liability which the Distributor may otherwise have.

§7.3 Promptly after receipt of notice of the commencement of any action by a party entitled to indemnification (“Indemnified Party”) under this Article VI, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this Article VI (“Indemnifying Party”), such Indemnified Party will notify the Indemnifying Party in writing of the commencement thereof, but the omission to so notify the Indemnifying Party will not relieve it from any liability under this Article VI, except to the extent that the omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give such notice. In case any such action is brought against any Indemnified Party, and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, to the extent that it may wish to assume the defense thereof, with separate counsel satisfactory to the Indemnified Party. Such participation shall not relieve such Indemnifying Party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the Indemnifying Party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such Indemnifying Party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such Indemnifying Party.

§7.4 The indemnification obligations contained in this Article VI shall remain operative and in full force and effect, regardless of:

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(A)

any investigation made by or on behalf of the Distributor or any officer or director thereof or by or on behalf of Equitable Financial or any officer or director thereof;

(B)

delivery of any Products and payments therefor; and

(C)

any termination of this Agreement.

A successor by law of the Distributor or of any other party to this Agreement, as the case may be, shall be entitled to the benefits of the indemnification obligations contained in this Article VI.

ARTICLE VIII

Term of Agreement

§8.1 This Agreement shall become effective as of the date first above written and shall continue in full force and effect from year to year thereafter, until terminated as herein provided.

§8.2 This Agreement may be terminated by any party hereto on not less than sixty (60) days’ prior written notice to the other party or by an agreement in writing signed by all of the parties hereto. Unless otherwise agreed by the parties hereto, this Agreement shall automatically be terminated in the event of its assignment.

§8.3 Upon termination of this Agreement, all authorizations, rights, and obligations shall cease except as expressly provided to the contrary herein and except for the obligations of the parties to settle accounts hereunder, including the settlement of monies due in connection with Products in effect at the time of termination or issued pursuant to applications received by Equitable Financial prior to termination, and the obligations contained in Articles V and VI.

ARTICLE IV

Miscellaneous

§9.1 None of the parties hereto shall be liable to the other for any action taken or omitted by it, or any of its officers, agents or employees, in performing their respective responsibilities under this Agreement in good faith and without negligence, willful misfeasance or reckless disregard of such responsibilities.

§9.2 The Distributor will execute such papers and do such acts and things as shall from time to time be reasonably requested by Equitable Financial for the purpose of (a) maintaining the registration of the interests under the Contracts under the 1933 Act and the Separate Accounts under the 1940 Act, and (b) qualifying and maintaining qualification of the Contracts for sale under the applicable laws of any state.

§9.3 All notices under this Agreement shall be given in writing and addressed as follows: If to the Distributor:

Equitable Distributors, LLC

1290 Avenue of the Americas

New York, New York 10104

Attention: President

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If to Equitable Financial:

Equitable Financial Life Insurance Company

1290 Avenue of the Americas

New York, New York 10104

Attention: Chief Distribution Officer

or to such other address as such party may hereafter specify in writing. Each such notice shall be either hand delivered or transmitted by certified United States mail, return receipt requested, and shall be effective upon delivery.

§9.4 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

§9.5 This Agreement constitutes the entire agreement between the parties hereto and may be amended only in a written instrument executed by all parties hereto.

§9.6 This Agreement shall be subject to the provisions of the 1934 Act and, to the extent applicable, the 1940 Act and the rules, regulations and rulings thereunder and of the FINRA, from time to time in effect, including such exemptions from the 1940 Act as the SEC may grant, and the terms hereof shall be interpreted and construed in accordance therewith.

§9. 7 This Agreement shall be interpreted in accordance with the laws of the State of New York.

§9.8 This Agreement may be executed in two or more counterparts, each of which taken together shall constitute one and the same instrument.

§9.9 Should an irreconcilable difference of opinion between Equitable Financial and the Distributor arise as to the interpretation of any matter respecting this Agreement, it is hereby mutually agreed that such differences shall be submitted to arbitration as the sole remedy available to the parties. Such arbitration shall be in accordance with the rules of the American Arbitration Association, the arbitrators shall have extensive experience in the insurance industry, and the arbitration shall take place in New York, New York.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be amended and restated as of November 1, 2023 and to be signed by their respective officials thereunto duly authorized, as of said date.


EQUITABLE FINANCIAL LIFE INSURANCE COMPANY for itself and as depositor on behalf of each of the Separate Accounts.

By:
Name:		Robin M. Raju
Title:		Chief Financial Officer

EQUITABLE DISTRIBUTORS, LLC

By:
Name:		Nick Lane
Title:		President

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EX-99.(10) 4 d784202dex9910.htm AMENDED AND RESTATED AGREEMENT AMENDED AND RESTATED AGREEMENT

AMENDED AND RESTATED AGREEMENT FOR COOPERATIVE AND JOINT USE OF PERSONNEL, PROPERTY AND SERVICES BETWEEN EQUITABLE FINANCIAL LIFE INSURANCE COMPANY AND EQUITABLE DISTRIBUTORS, LLC

This Amended and Restated Agreement (this “Agreement”) is made as of the 1st day of November 2023 (the “Effective Date”) between Equitable Financial Life Insurance Company, a New York stock life insurance company (“Equitable Financial”) and Equitable Distributors, LLC, a Delaware limited liability company (“Equitable Distributors”).

WHEREAS, Equitable Distributors is an indirect wholly-owned subsidiary of Equitable Financial;

WHEREAS, Equitable Distributors will be engaged in the distribution of life insurance and annuity contracts issued by Equitable Financial and Equitable Financial Life Insurance Company of America (“Equitable America”), as well as various other securities, products and services;

WHEREAS, Equitable Distributors desires to utilize Equitable Financial’s personnel, property and services in carrying out its management, administrative and other corporate functions and Equitable Financial is willing to furnish the same on the terms and conditions hereinafter set forth;

WHEREAS, Equitable Distributors intends to reimburse Equitable Financial, via expense allocations, for the costs of personnel, property and services provided to Equitable Distributors pursuant to this Agreement and desires to do so in a manner consistent with regulatory guidance, including the National Association of Securities Dealers’ (n.k.a. the Financial Industry Regulatory Authority or “FINRA”) Notice to Members 03-63 and applicable provisions of the insurance laws of the State of New York; and

WHEREAS, both Equitable Financial and Equitable Distributors desire to enter into this Agreement, which is intended to supersede, amend and restate The Agreement for Cooperative and Joint Use of Personnel, Property and Services dated January 1, 1998 between The Equitable Life Assurance Society of the United States and Equitable Distributors, Inc and any amendments thereto; and all other prior agreements between the parties with respect to the cooperative and joint use of personnel, property and services;

NOW, THEREFORE, the parties do hereby agree as follows:

1. Equitable Financial from time to time may provide, as available, to Equitable Distributors the personnel, property and services reasonably necessary to perform its management, administrative and other corporate functions, including the following (collectively, the “Services”):

general corporate and management functions, such as corporate finance, strategic planning, accounting, tax, treasury/cash management, auditing, legal, human resources, corporate and financial communications, marketing, public relations and advertising, risk management, communications, technology, data processing, and corporate secretarial;

distribution of life insurance and annuity contracts issued by Equitable Financial and Equitable America, as well as various other securities, products and services;

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processing of payments and disbursements to registered persons of Equitable Distributors;

processing of commission payments to third party broker-dealers or general agents, and

licensing and supervision of registered persons to ensure compliance with legal requirements imposed by FINRA, the U.S. Securities and Exchange Commission (the “SEC”) and other regulatory authorities.

2. Equitable Financial shall also cause such of its agents or employees as shall be agreed upon between the parties from time to time to become qualified, at Equitable Distributors’ expense, as registered persons of Equitable Distributors. Each of these registered persons shall be subject to the supervision of and the compliance procedures imposed by Equitable Distributors, and Equitable Financial agrees to cooperate with Equitable Distributors in insuring compliance by each of these registered representatives with such procedures.

3. Equitable Financial agrees that in performing or providing the Services hereunder, it shall use that degree of ordinary care and reasonable diligence that an experienced and qualified provider of similar services would use acting in like circumstances and experience in such matters. Equitable Financial shall perform the Services according to servicing standards of Equitable Distributors or such other standards as may be mutually agreed upon by Equitable Distributors and Equitable Financial. Equitable Financial shall comply with all laws, regulations, rules and orders applicable to (i) Equitable Distributors with respect to the Services provided hereunder or (ii) to Equitable Financial as a provider of the Services. Equitable Financial agrees to maintain sufficient facilities and trained personnel of the kind necessary to perform the Services under this Agreement.

4. In providing the Services hereunder which require the exercise of judgment by Equitable Financial, Equitable Financial shall perform any such Services in accordance with standards and guidelines Equitable Distributors develops and communicates to Equitable Financial. In performing the Services hereunder, Equitable Financial shall at all times act in a manner reasonably calculated to be in or not opposed to the best interests of Equitable Distributors. The performance of the Services by Equitable Financial for Equitable Distributors pursuant to this Agreement shall in no way impair the absolute control of the business and operations of Equitable Financial or Equitable Distributors by their respective Boards of Directors. Equitable Financial shall act hereunder so as to assure the separate operating identity of Equitable Distributors. The business and operations of Equitable Distributors shall at all times be subject to the direction and control of the Board of Directors of Equitable Distributors.

5. The Services provided by Equitable Financial under this Agreement shall not include any services provided to Equitable Distributors by Equitable Financial pursuant to separate agreements.

Equitable Distributors shall pay Equitable Financial the actual costs (direct and indirect) and expenses incurred by Equitable Financial in furnishing the Services pursuant to this Agreement. Such actual costs and expenses shall include all direct and indirect expenditures related to the furnishing of the Services, including related

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wages, rental payment allocations for office space, overhead, and other distribution-related costs, as appropriate. Equitable Financial’s allocation module shall be based on an apportionment of costs and expenses mutually agreed upon by Equitable Financial and Equitable Distributors, provided such method is documented in the expense allocation module of Equitable Financial’s general ledger (the “General Ledger”) and reflected in Schedule I to this Agreement, which may be amended from time to time. The allocation method shall, in all cases, be determined on a fair and reasonable basis, be applied on a consistent basis, and such method shall be in conformity with generally accepted accounting principles and with the requirements of Section 1505(a) of the New York Insurance Law and 11 NYCRR 91 - (Insurance Regulation No. 33). The charge to each party for such apportioned expenses shall be at cost as described in this Section 6(a). Whenever Equitable Financial utilizes its personnel to perform the Services for Equitable Distributors pursuant to this Agreement, such personnel shall at all times remain employees of Equitable Financial, subject solely to its direction and control. Equitable Distributors shall have no liability to such employees for their welfare, salaries, fringe benefits, legally required employer contributions and tax obligations.

No facility of Equitable Financial used in performing the Services for or subject to use by Equitable Distributors shall be deemed to be transferred, assigned, conveyed or leased by performance or use pursuant to this Agreement.

Pursuant to Rule 17a-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Equitable Distributors will make a record reflecting each cost and expense incurred relating to its business, including any costs and expenses incurred by Equitable Financial in furnishing the Services pursuant to this Agreement. Equitable Distributors shall maintain a copy of this Agreement and all amendments and notices pertaining to this Agreement, in accordance with Rules 17a-3 and 17a-4 under the Exchange Act.

Equitable Distributors shall record its expenses under this Agreement in accordance with applicable laws. Equitable Distributors shall record on a separate schedule of costs all operating expenses paid by Equitable Financial that have not been recorded in Broker-Dealer’s financial reports filed with the SEC and FINRA, and shall maintain the schedule of costs in compliance with the requirements of SEC Rule 17a-4. Equitable Distributors will include in its net capital computation expenses payable by Equitable Financial under this Agreement that remain unpaid, reducing net capital by increasing aggregate indebtedness for the amount of the unpaid expenses.

Equitable Distributors shall have no liability, direct or indirect, to Equitable Financial for any amounts other than as set forth in this Agreement.

Equitable Financial agrees that it will provide Equitable Distributors with the expense allocation methodology utilized by Equitable Financial to calculate Equitable Distributors’ portion of the actual costs of the Services contemplated by this Agreement.

7. On a monthly basis, within twenty-one (21) days after the end of the previous month, Equitable Financial and Equitable Distributors shall review all direct and indirect expenses recorded by

Page 3 of 7

Distributors on General Ledger to ensure each respective entities intercompany expense accounts are in balance. Any discrepancies between Distributors and Equitable’s records will be researched and resolved. Once resolved, the final amount agreed upon for settlement shall be documented in the General Ledger. No later than thirty (30) days after the end of the previous month, Equitable Distributors will settle any amounts via an intercompany transfer of funds with Equitable Financial.

8. Equitable Financial and Equitable Distributors or a governmental agency or self- regulatory organization such as the SEC, FINRA, or the New York State Department of Financial Services (“NYDFS”) having jurisdiction over either or both of the companies, at Equitable Financial’s or Equitable Distributors’ expense, as applicable, shall each have the right to conduct an audit of either of the companies’ books, records and accounts with respect to the Services provided hereunder, giving reasonable notice of its intent to conduct such an audit. In the event of such an audit, each party shall reasonably cooperate and provide access to all books, records and accounts necessary to the audit.

9. Each party shall be and remain sole owner of its records, including, but not limited to, business and corporate records, regardless of the use or possession by either party of the other party’s records. Equitable Financial and Equitable Distributors shall each individually maintain separate books, accounts and records in respect to the Services provided under this Agreement and shall cooperate and use reasonable efforts to prepare and/or obtain in a timely fashion any and all books, accounts, records or other documentation as may be necessary or desirable in connection with this Agreement and/or the Services provided hereunder. All records shall be maintained in accordance with applicable law and regulation, including but not limited to, 11 NYCRR 243 - (Insurance Regulation No. 152). Equitable Financial will maintain back up records, which will be available to Equitable Distributors in the event of a disaster. Equitable Financial’s disaster recovery site, which it maintains, will be available to Equitable Distributors as required. Equitable Financial shall promptly transfer all such back up records to Equitable Distributors upon termination of this Agreement.

10. The books, accounts, and records of Equitable Financial and Equitable Distributors as to all transactions between them under this Agreement that relate to the Services shall be maintained so as to clearly and accurately disclose the nature and details of the transactions, including such accounting information as is necessary to support the reasonableness of the charges under this Agreement. The companies shall keep such books, records and accounts insofar as they pertain to the computation of charges hereunder available for audit, inspection and copying by the companies and persons authorized by it or any governmental agency having jurisdiction over either or both of the companies during all reasonable business hours.

11. Each party shall preserve the confidentiality of any customer information shared by the other party. In implementation of these confidentiality obligations, the parties exchange the following representations and covenants. Equitable Financial shall implement and maintain appropriate measures designed to meet the objectives of 11 NYCRR 421 - (Insurance Regulation No. 173), with respect to safeguarding Equitable Financial’s customer information and customer information systems. Furthermore, Equitable Distributors shall implement and maintain appropriate measures designed to meet the objectives of SEC Regulation S-P, with respect to safeguarding Equitable Distributors’ customer information and customer information systems. Equitable Financial or Equitable Distributors, as applicable, shall adjust their information security program at the request of the other party for any relevant changes dictated by the other party’s assessment of risk around its customer information and customer information systems. Confirming evidence that Equitable Financial or Equitable Distributors, as applicable, has satisfied its obligations under this

Page 4 of 7

Agreement shall be made available, during normal business hours, for inspection by the other party, anyone authorized by such other party, and any governmental agency that has regulatory authority over either party’s business activities.

12. Equitable Distributors and Equitable Financial each shall appoint one or more individuals who shall serve as contact persons for the purpose of carrying out this Agreement. Such contact persons shall be authorized to act on behalf of their respective parties as to the matters pertaining to this Agreement. Effective upon execution of this Agreement, the initial contact persons shall be those set forth below:

Equitable Financial

Equitable Financial Life Insurance Company

1290 Avenue of the Americas

New York, New York, 10104

For the Attention of Office of the Chief Executive Officer

With Copies to:

Office of the General Counsel

Equitable Distributors

Equitable Distributors, LLC

1290 Avenue of the Americas New

York, New York, 10104

For the Attention of President

With Copies to:

Office of the General Counsel

Each party shall notify the other, in writing, as to the name, address, and telephone number of any replacement for any such designated contact person. All notices, statements or requests provided for hereunder shall be in writing and shall be deemed to have been given when delivered by hand to an officer of the other party or when sent by certified or registered mail, postage prepaid or overnight courier service or upon confirmation of transmission if sent by telecopier or e-mail.

13. Should an irreconcilable difference of opinion between Equitable Financial and Equitable Distributors arise as to the interpretation of any matter respecting this Agreement, it is hereby mutually agreed that such differences shall be submitted to arbitration as the sole remedy available to both parties. Such arbitration shall be in accordance with the rules of the American Arbitration Association, the arbitrators shall not be affiliated with any parties to this Agreement or their respective affiliates, and the arbitrators shall have extensive experience in the insurance industry, and the arbitration shall take place in New York, New York. Each party shall bear its own expense in connection with the arbitration, and the fees and expenses of the arbitrators and any other expenses of the arbitration shall be shared equally by the parties.

14. The term of this Agreement shall commence as of the Effective Date of this Agreement and continue until terminated by either party on not less than 90 days prior written notice to the other party or by an agreement in writing signed by both parties specifying the effective date of termination.

Page 5 of 7

15. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York.

16. The requirements of Equitable Financial shall take precedence over the requirements of Equitable Distributors under this Agreement, and Equitable Financial shall furnish the Services to Equitable Distributors only when Equitable Financial has available capacity to do so.

17. No assignment of this Agreement shall be made by either Equitable Financial or Equitable Distributors without the prior written consent of the other. No assignment shall take effect unless it has first been submitted to the NYDFS and not disapproved.

18. Subject to Section 17 above, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereof.

19. Equitable Distributors agrees that it will notify FINRA if and when it establishes a new expense sharing arrangement or materially amends this Agreement.

20. This Agreement constitutes the entire agreement between the parties; and no other agreement, statement or promise not contained in this Agreement shall be valid or binding.

21. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

22. In no event will either party have any liability for any loss of income, profit, interest or savings by the other party or for any indirect, incidental, consequential, punitive or special damages suffered by the other party, arising from or related to this Agreement, regardless of the form of action, and whether in contract, indemnity, warranty, strict liability or tort (including, without limitation, negligence), or any other legal or equitable grounds, even if such party has been advised of the possibility of such losses or damages. The liability of either party for actual, direct damages resulting from performance or nonperformance under this Agreement, regardless of the form of action, and whether in contract, tort (including, without limitation, negligence), warranty or other legal or equitable grounds, will be limited in the aggregate to the Net Limitation Amount. The “Net Limitation Amount” at any date of determination will equal the amounts paid and to be paid by Equitable Distributors to Equitable Financial for the services twelve (12) months prior to the occurrence of the first event which is the subject of the first claim.


EQUITABLE FINANCIAL LIFE INSURANCE COMPANY

By:
Name:		Robin M. Raju
Title:		Chief Financial Officer

EQUITABLE DISTRIBUTORS, LLC

By:
Name:		Nick Lane
Title:		President

Page 6 of 7

SCHEDULE I

This Schedule I is attached to and made part of this Agreement between Equitable Financial Life Insurance Company and Equitable Distributors, LLC.


	Wholesale Sales	Initial Sales Support (Subject to Sales Support Reclass)	Sales Support Reclass	Corporate Expenses
Allocation Driver	N/A	First Year Premium	Annual Fixed Percentage	Annual Fixed Percentage

Allocation Method	Total expenses related to wholesale sales are allocated to Equitable Distributors from Equitable Financial and its affiliates.	Allocation is based on the monthly first year premium reported from Equitable Financial to Equitable Distributors. As a result, the sales support percentage is split between Equitable Financial and Equitable Distributors.	Based on an annual review of expenses, percentages are determined to be reallocated from Equitable Distributors to affiliates. Through this review, a primary offset is determined for the Initial Sales Support for Equitable Financial and Equitable Distributors, through a supplemental allocation run after the initial allocation, which may cause reductions to the Initial Sales Support allocation.	Fixed percentage based on historical trends among all Equitable entities in scope for expense allocations, including Equitable Distributors.

Allocation Rationale	Expenses are 100% dedicated to wholesale product sales within the Lines of Business for all products.	First year premium is a key indicator of sales efforts by distribution channel.	Sales support reclassification to identify the sales support split between all distribution channels and Equitable Distributors.	The shared services required by all entities with expense allocations is relativity constant. As a result, historical trends are leveraged to determine the allocation percentage per entity, including Equitable Distributors.

Page 7 of 7

EX-99.(11)(U) 5 d784202dex9911u.htm TWENTY SECOND AMENDMENT TO GENERAL AGENT SALES AGREEMENT DATED JANUARY 1, 2022 Twenty Second Amendment to General Agent Sales Agreement dated January 1, 2022

TWENTY SECOND AMENDMENT

GENERAL AGENT SALES AGREEMENT

This TWENTY SECOND AMENDMENT TO GENERAL AGENT SALES AGREEMENT, dated as of November 13, 2023, is by and between EQUITABLE FINANCIAL LIFE INSURANCE COMPANY (f/k/a AXA Equitable Life Insurance Company and prior thereto f/k/a The Equitable Life Assurance Society of the United States), a New York life insurance company, having offices at 1290 Avenue of the Americas, New York, New York 10104 (“Equitable Financial”), and EQUITABLE NETWORK, LLC (f/k/a AXA Network, LLC), a Delaware limited liability company having offices at 1290 Avenue of the Americas, New York, New York 10104 (“General Agent”).

Equitable Financial and the General Agent hereby modify and amend the General Agent Sales Agreement, dated as of January 1, 2000, between Equitable Financial and General Agent (as previously amended, the “Sales Agreement”) to amend and restate Schedule 1 of Exhibit A of the Sales Agreement to reflect the addition of a new variable life insurance product, VUL Incentive Life Protect^SM Series 164.

Except as modified and amended hereby, the Sales Agreement is in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Twenty Second Amendment to General Agent Sales Agreement to be duly executed and delivered as of the day and year first above written.


EQUITABLE FINANCIAL LIFE INSURANCE COMPANY		EQUITABLE NETWORK, LLC

By:	/s/ Robin M. Raju	By:	/s/ Frank Massa
Name:	Robin M. Raju	Name:	Frank Massa
Title:	Senior Executive Vice President and Chief Financial Officer	Title:	President and Chief Executive Officer

EXHIBIT A

AMENDED AND RESTATED SCHEDULE 1

EFFECTIVE AS OF November 13, 2023

General Agent Compensation for Life Insurance Sales and Servicing

This Amended and Restated Schedule 1 of Exhibit A is effective as of November 13, 2023 and is attached to and made part of the General Agent Sales Agreement dated January 1, 2000 by and between Equitable Financial Life Insurance Company and Equitable Network, LLC.

Compensation to the General Agent in connection with the sale and servicing of life insurance policies will be calculated on a policy by policy basis. Compensation paid hereunder will be allocated to commissions and expense allowances as the parties may from time to time agree consistent with the provisions of Section 4228 of the New York State Insurance Law. Total compensation to the General Agent in respect of the sale and servicing of each life insurance policy will be a percentage of the premiums received by Equitable Financial and, where applicable, fund-based basis points, in respect of such policy as more particularly set forth in the following tables:

Compensation on Variable Life Insurance Products other than COLI 04, VUL (PHI Code: 6550), Incentive Life Legacy^® II and III, VUL Legacy^SM Series 160, VUL Incentive Life Protect^SM Series 164, Incentive Life Optimizer^® II and III, VUL Optimizer^SMSeries 160, Survivorship Incentive Life Legacy^SM, VUL Survivorship Series 160, Corporate Owned Incentive Life^®, COIL Institutional Series 160, COIL Institutional Series 162 and Equitable Advantage^SM:


Type of Premium	Percentage
First Policy Year

Qualifying First Year Premiums up to Target		99.0	%
Excess Premiums		8.5	%

Renewals		11.0	%

Compensation on COLI ‘04


Type of Premium	Percentage
First Policy Year

Qualifying First Year Premiums up to Target		50.0	%
Excess Premiums		8.5	%

Renewals		11.0	%

Compensation on VUL (PHI Code: 6550)


Type of Premium	Percentage
First Policy Year

Qualifying First Year Premiums up to Target		40.0	%
Excess Premiums		0.0	%

Renewals		11.0	%

Compensation on renewals and 2014 and later sales of Incentive Life Legacy^® II and III, VUL Legacy^SM Series 160, VUL Incentive Life Protect^SM Series 164, Incentive Life Optimizer^® II, Survivorship Incentive Life Legacy^SM, VUL Survivorship Series 160, and Corporate Owned Incentive Life^®:


Type of Premium	Percentage
First Policy Year

Qualifying First Year Premiums up to Target		99.0	%
Excess Premiums		8.5	%

Renewals for Incentive Life Legacy^®II and III, VUL Legacy^SMSeries 160, VUL Incentive Life Protect^SMSeries 164 and Incentive Life Optimizer^®II
Policy Years 2-5		5.8	%
Policy Years 6-10		3.8	%
Policy Years 11 et seq.
VUL Incentive Life Protect^SMSeries 164		1.9	%
Other Listed Products		2.5	%

Renewals for Survivorship Incentive Life Legacy^SMand VUL Survivorship Series 160
Policy Years 2-5		7.0	%
Policy Years 6-10		5.0	%
Policy Years 11 et seq.		3.3	%

Renewals for Corporate Owned Incentive Life^®
Policy Years 2-4		10.0	%
Policy Years 5-7		7.5	%
Policy Years 8-10		3.5	%
Policy Years 11-15		3.0	%
Policy Years 16 et seq.		2.0	%

Compensation on Non-Variable Life Insurance Products other than Simplified Issue Term, Term Series 151X, 156, and 160, BrightLife^® Term Series 157, Term-in-10^SM and IUL Protect and BrightLife^® IUL and SIUL Series:


Type of Premium	Percentage
First Policy Year

Scheduled Premiums
One Year Term Life (including all Term One and BrightLife Term One Series)		10% (5% for issue ages 80 and above)
Other non-variable life insurance products		99.0	%

Qualifying First Year Premiums up to Target		99.0	%
Excess Premiums		8.5	%

Renewals – Policy Years 2-5		8.0	%

Renewals – Policy Years 6 et seq.
All Athena UL and Indexed UL Series		3.0	%
Equitable Financial Universal Life products		3.0	%
Equitable Financial Interest Sensitive Whole Life		3.0	%
Other non-variable life insurance products		8.0	%

Compensation on renewals and 2014 and later sales of Term Series 151X and 156:


Type of Premium	Percentage
First Policy Year		99.0	%

Renewals – Policy Years 2-5
Term 10^SM		7.0	%
Term 15^SM		10.5	%
Term 20^SM		14.25	%
ART^SM		7.65	%

Renewals – Policy Years 6-10
Term 10^SM		0.0	%
Term 15^SM		1.0	%
Term 20^SM		1.0	%
ART^SM		3.15	%

Compensation on renewals and 2014 and later sales of Simplified Issue Term


Type of Premium	Percentage
First Policy Year		99.0	%

Renewals – Policy Years 2-5
Term 10^SM		0.25	%
Term 15^SM		0.25	%
Term 20^SM		0.25	%

Compensation on IUL Protect and BrightLife^®IUL and SIUL Series:


Type of Premium	Percentage
First Policy Year

Qualifying First Year Premiums up to Target		99.0	%
Excess Premiums		8.5	%

Renewals
Policy Years 2-5		5.0	%
Policy Years 6-10		3.0	%
Policy Years 11 et seq.
BrightLife^®Protect and IUL Protect		1.0	%
BrightLife^®Grow		2.0	%

Compensation on Incentive Life Optimizer^® III and VUL Optimizer^SM Series 160:


Type of Premium	Percentage
Heaped Compensation
First Policy Year
Qualifying First Year Premiums up to Target		99.0	%
Excess Premiums		8.5	%

Renewals
Policy Years 2-5		5.8	%
Policy Years 6-10		3.8	%
Policy Years 11 et seq.		2.5	%

Asset Based Commissions on Unloaned Account Value Policy Years 11 et seq.		10 bps


Semi-Heaped Compensation
First Policy Year
Qualifying First Year Premiums up to Target	58.7	%
Excess Premiums	8.5	%

Renewals
Policy Years 2-5, up to Target	15.0	%
Policy Years 2-5, Excess Premiums	7.0	%
Policy Years 6-7, up to Target	13.0	%
Policy Years 6-7, Excess Premiums	5.0	%
Policy Years 8-10	2.0	%
Policy Years 11 et seq.	1.5	%

Asset Based Commissions on Unloaned Account Value Policy Years 8 et seq.	30 bps

Liquidity Rider (only applies to Incentive Life Optimizer^®III, not VUL Optimizer Series 160) First Policy Year
Qualifying First Year Premiums up to Target	36.7	%
Excess Premiums	8.5	%

Renewals
Policy Years 2-5, up to Target	8.0	%
Policy Years 2-5, Excess Premiums	7.0	%
Policy Years 6-7, up to Target	6.0	%
Policy Years 6-7, Excess Premiums	5.0	%
Policy Years 8-10	2.0	%
Policy Years 11 et seq.	1.5	%

Asset Based Commissions on Unloaned Account Value Policy Years 8 et seq.	30 bps

Compensation on COIL Institutional Series 160:


Type of Premium	Percentage
First Policy Year
Qualifying First Year Premiums up to Target		99.0	%
Excess Premiums		6.0	%

Renewals
Policy Years 2-4, up to Target		8.6	%
Policy Years 2-4, Excess Premiums		4.75	%


Policy Years 5-7, up to Target	6.2	%
Policy Years 5-7, Excess Premiums	3.75	%
Policy Years 8-10, up to Target	3.45	%
Policy Years 8-10, Excess Premiums	2.75	%
Policy Years 11-15, up to Target	2.25	%
Policy Years 11-15, Excess Premiums	1.2	%
Policy Years 16 et seq., up to Target	1.2	%
Policy Years 16 et seq., Excess Premiums	0.5	%

Asset Based Commissions on Account Value
Policy Years 2-10	15 bps
Policy Years 11-20	10 bps
Policy Years 21 et seq.	5 bps

Compensation on COIL Institutional Series 162:


Type of Premium	Percentage
First Policy Year
Qualifying First Year Premiums up to Target		99.0	%
Excess Premiums		4.51	%

Renewals
Policy Years 2-4, up to Target		6.45	%
Policy Years 2-4, Excess Premiums		3.56	%

Policy Years 5-7, up to Target		4.65	%
Policy Years 5-7, Excess Premiums		2.81	%
Policy Years 8-10, up to Target		2.59	%
Policy Years 8-10, Excess Premiums		2.06	%
Policy Years 11-15, up to Target		1.69	%
Policy Years 11-15, Excess Premiums		0.91	%
Policy Years 16 et seq., up to Target		0.91	%
Policy Years 16 et seq., Excess Premiums		0.38	%

Compensation on Equitable Advantage^SM


Type of Premium	Percentage
First Policy Year
First Year Premiums up to Target		8.5	%
Excess Premiums		3.5	%

Renewals
Policy Year 2 up to Target		14.0	%
Policy Year 2 Excess Premiums		5.0	%
Policy Years 3-5 up to Target		12.75	%
Policy Years 3-5 Excess Premiums		5.0	%
Policy Years 6-7 up to Target		10.75	%
Policy Years 6-7 Excess Premiums		3.0	%
Policy Years 8-10		3.0	%
Policy Years 11 et seq.		2.0	%

Compensation on BrightLife^® Term Series 157, Term Series 160, and Term-in-10^SM


Type of Premium	Percentage
First Policy Year		99.0	%

Renewals – Policy Years 2-5
10-year level premium plan		6.5	%
15-year level premium plan		9.0	%
20-year level premium plan		11.75	%
ART (not applicable to Term-in-10^SM)		5.15	%

Renewals – Policy Years 6-10
ART (not applicable to Term-in-10^SM)		3.15	%

EX-99.(5) 6 d784202dex995.htm OPINION AND CONSENT OF COUNSEL Opinion and Consent of Counsel

Exhibit 5

Alfred Ayensu-Ghartey

Vice President and

Associate General Counsel

(212) 314-2777

Alfred.Ayensu-Ghartey@equitable.com

[EQUITABLE FINANCIAL LIFE INSURANCE COMPANY]

April 19, 2024

Equitable Financial Life Insurance Company

1345 Avenue of the Americas

New York, NY 10105

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 for the purpose of registering Interests in the Market Stabilizer Option (“MSO 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 MSO interests will be duly authorized and when issued in accordance with applicable regulatory approvals will represent legally issued, fully paid, non-assessable 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/ Alfred Ayensu-Ghartey

Alfred Ayensu-Ghartey

EX-99.(23) 7 d784202dex9923.htm CONSENT OF PRICEWATERHOUSECOOPERS LLP Consent of PricewaterhouseCoopers LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-277098) (the “Registration Statement”) of Equitable Financial Life Insurance Company of our report dated March 18, 2024 relating to the consolidated financial statements and financial statement schedules, which appears in Equitable Financial Life Insurance Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and consent to the incorporation by reference of Equitable Financial Life Insurance Company of America of our report dated March 18, 2024 relating to the consolidated financial statements and financial statement schedules, which appears in Equitable Financial Life Insurance Company of America’s Annual Report on Form 10-K for the year ended December 31, 2023. We also consent to the reference to us under the heading “Independent Registered Public Accounting Firm” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

New York, New York

April 19, 2024

EX-99.(24) 8 d784202dex9924.htm POWERS OF ATTORNEY Powers of Attorney

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, Alfred Ayensu-Ghartey 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^® Vantage^sm, EQUI-VEST^® TSA Advantage^SM)

Form N-4 registration statements to be filed as necessary.

Equitable Financial Life Insurance Company


333-142453		333-262807
333-142454		333-262809
333-142455		333-262812
333-142456		333-263557
333-142457		333-265008
333-142458		333-269351
333-142459		333-269352
333-142461		333-269819
333-222322		333-269821
333-236431		333-269824
333-236436		333-269828
333-236438		333-269829
333-236441		333-275496
333-236443		333-277087
333-236445		333-277089
333-258708		333-277090
333-262804		333-277091
333-262805		333-277098
333-263523

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 Guard^SM, Structured Capital Strategies PLUS^® 21 and Structured Capital Strategies^® Income.

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^®.

EFLIC

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		333-271990

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.

This instrument may be executed in one or more counterparts.

The undersigned has hereunto set his or her hand on the date(s) below.


Date	Signature	Title

3/14/2024	/s/ Daniel G. Kaye Daniel G. Kaye	Director

3/14/2024	/s/ Francis Hondal Francis Hondal	Director

3/13/2024	/s/ Arlene Isaacs-Lowe Arlene Isaacs-Lowe	Director

3/14/2024	/s/ Joan Lamm-Tennant Joan Lamm-Tennant	Director

3/14/2024	/s/ Craig MacKay Craig MacKay	Director

EFLIC


Date	Signature	Title

3/13/2024	/s/ Mark Pearson Mark Pearson	Chief Executive Officer and Director

3/14/2024	/s/ Bertram Scott Bertram Scott	Director

3/13/2024	/s/ George Stansfield George Stansfield	Director

3/22/2024	/s/ Charles G.T. Stonehill Charles G.T. Stonehill	Director

3/18/2024	/s/ Robin Raju Robin Raju	Chief Financial Officer

3/19/2024	/s/ William Eckert William Eckert	Chief Accounting Officer

EFLIC

EX-FILING FEES 9 d784202dexfilingfees.htm EX-FILING FEES EX-FILING FEES

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
Forward
Form
Type

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
Market
Stabilizer
Option^®

457(o)

$200,000,000

$147.60

$29,520

Fees Previously Paid

Carry Forward Securities

Other

Interests
in
Market
Stabilizer
Option^®

415(a)(6)

$165,000,000

S-3

333-269829

May 1, 2023

$18,183

Total Offering Amounts

$365,000,000

Total Fees Previously Paid

Total Fee Offsets

Net Fee Due

$29,520

(1)	An indeterminate number or amount of interests 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.

Table 2: Fee Offset Claims and Sources

Registrant

or Filer

Name

Form

Filing

Type

File

Number

Initial

Filing

Date

Filing

Date

Fee
Offset

Claimed

Security

Type

Associated

with Fee

Offset

Claimed

Security

Title

Associated

with Fee

Offset

Claimed

Unsold

Securities

Associated

with Fee

Offset

Claimed

Unsold

Aggregate

Offering

Amount

Associated

with Fee

Offset

Claimed(1)

Fee
Paid

with
Fee

Offset

Claimed

Rules 457(b) and 0-11(a)(2)

Fees Offset

Claims

Fees

Offset

Sources

Rule 457(p)

Fees Offset

Claims

Equitable
Financial Life
Insurance
Company

Fees

Offset

Sources

Equitable
Financial Life
Insurance
Company

(1) The unsold securities are deemed deregistered upon effectiveness of this registration statement.

Table 3: Combined Prospectuses

Security Type

Security
Class Title

Amount of Securities

Previously Registered

Maximum Aggregate

Offering Price of

Securities

Previously Offered

Form

Type

File

Number

Initial Effective

Date

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