REGISTRATION NO. 333-
Filed with the Securities and Exchange Commission on February 15, 2024.
REGISTRATION NO. 333-
March 6, 2024
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA
(Exact name of registrant as specified in its charter)EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ARIZONA
(State or other jurisdiction of incorporation or organization)STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
6311
(PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER)
86-0222062
(I.R.S. Employer Identification No.)I. R. S. EMPLOYER IDENTIFICATION NUMBER)
8501 IBM Drive, SuiteDRIVE, SUITE 150, Charlotte,
CHARLOTTE, NC 28262-4333
(212) 554-1234
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT’S PRINCIPAL EXECUTIVE OFFICES)
Alfred Ayensu-GharteyALFRED AYENSU-GHARTEY
Vice President and Associate General CounselVICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
Equitable Financial Life Insurance Company of AmericaEQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA
8501 IBM Drive, SuiteDRIVE, SUITE 150, Charlotte,
CHARLOTTE, NC 28262-4333
(212) 554-1234
(Name, address, including zip code, and telephone number, including area code, of agent for service)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.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: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)462 (b) under the Securities Act, please check the following box and list the Securities Act Registrationregistration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c)462 (c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Pursuant to Rule 429 under the Securities Act of 1933, the prospectuses contained herein also related to Registration Statement No. 333-251416. 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.
Large accelerated filer | [ ] | Accelerated filer | ||||||
Non-accelerated filer | ☒ | (do not check if a smaller reporting company) | Smaller reporting company | |||||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of 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.
Equitable Financial Life Insurance Company of America
Supplement dated May 1, 2024 to the current variable annuity prospectuses listed below
This Supplement provides important information regarding an assumption reinsurance transaction (the “Program”) between Equitable Financial Life Insurance Company of America (“EFLOA”, the “Company” or “we”) and Equitable Financial Life Insurance Company (“EFLIC”). Pursuant to the Program, certain EFLIC variable annuity contracts (each an “EFLIC Contract” and collectively, the “EFLIC Contracts”) will be exchanged for identical EFLOA variable annuity contracts (each an “EFLOA Contract” and collectively, the “EFLOA Contracts”). The exchanges are subject to contract owner consent in applicable states. Please read this Supplement carefully and retain it for future reference.
Under the Program, EFLIC and EFLOA have entered into an assumption reinsurance transaction where EFLIC will transfer its insurance obligations and risks under its contracts to EFLOA by exchanging each EFLIC Contract with an identical EFLOA Contract. EFLOA and EFLIC have received all necessary regulatory approvals for this Program. As explained in more detail below, depending on which state the EFLIC Contract was issued in, contract owners may have the option to exchange (either through an opt-in or opt-out process) the EFLIC Contract for an EFLOA Contract. The exchanges will be accomplished by issuing a Certificate of Assumption which will state that EFLOA has assumed liability for your EFLIC Contract and that all references to EFLIC in the EFLIC Contract are changed to EFLOA. The Certificate of Assumption will further state that EFLOA has assumed all rights and duties under the express terms of your EFLIC Contract and that EFLIC no longer has any obligations to you. Except for the substitution of EFLOA for EFLIC as your insurer and moving from an EFLIC separate account to an EFLOA separate account, the terms of your contract will not change because of the Program. This means, the new EFLOA Contract will be identical to your EFLIC Contract except that EFLOA will be the issuer and administrator of your EFLOA Contract. There will be no charges assessed against you if your EFLIC Contract is exchanged for an EFLOA Contract including sales charges and the exchange will be made at relative net asset value. If your EFLIC Contract is exchanged for an EFLOA Contract, it will be for the same contract class and with the same optional benefits, if any. Partial exchanges are not permitted. If your EFLIC Contract is not exchanged for an EFLOA Contract, your EFLIC Contract will continue unchanged and there will be no penalty for not exchanging.
Depending on which state your EFLIC Contract was issued in, you may have to affirmatively consent to or have the right to opt-out of the exchange. Specifically:
Please note, in a majority of states, you will not be required to take any additional steps or provide affirmative consent before your EFLIC Contract is exchanged for an EFLOA Contract.
In connection with the Program, in addition to this Supplement you are also receiving:
The letter with instructions advising what “process” applies (i.e., whether you are in an opt-in process state, opt-out process state or automatic process state), will also contain any timelines or deadlines that are applicable. Please note, exchanges under the Program may continue to occur for several years. We reserve the right to extend or terminate the Program without notice.
Important Considerations
If your EFLIC Contract is exchanged for an EFLOA Contract:
Tax Matters
There should be no adverse tax consequences to contract owners because of the Program between EFLIC and EFLOA or the exchange of an EFLIC Contract for an EFLOA Contract. Notwithstanding, we recommend that you consult your tax advisor.
More Information
If you have any questions regarding the Program, please contact your financial representative or call the customer service center at 855-433-4015. Written inquiries may be mailed to:
Equitable Financial Life Insurance Company
8501 IBM Drive, Suite 150
Charlotte, NC 28262-4333
Variable Annuity List
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
|
Fixed Maturity Options Available Under Certain Active EQUI-VEST® Contracts and Issued by Equitable Financial Life Insurance Company of America 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 contract. Thispolicy. Also, this Prospectus supersedes all other Prospectuses for the fixed maturity options. You shouldmust be read this Prospectus along with the prospectus forvariable life insurance policy prospectus. This Prospectus is in addition to the variable annuity contract.life insurance policy prospectus and all information in the variable life insurance policy prospectus continues to apply unless addressed by this Prospectus.
What are the Fixed Maturity Options?
The fixed maturity options are some of the investment options available under certain annuity contracts issued byEquitable Financial Life Insurance Company and Equitable Financial Life Insurance Company of America and Equitable Financial Life Insurance Company (issue the “Company”, “we”, “our” and “us”). Please refer to your variable deferred annuity contract or certificate (collectively, the “contract”) and the prospectus for the contract (the “Contract Prospectus”) for details regarding whether you are eligible for the fixed maturity options. As explained in more detailMarket Stabilizer Option® described in this Prospectus, each fixed maturity option has a maturity date ranging from one to 10 years,Prospectus. The Market Stabilizer Option® is available with the Equitable Advantagesm policy that we offer and we pay interest at a stated rate if the option is held to maturity. Under certain circumstances, such as withdrawals, selection of annuity payout option or payment of a death benefit, we may make a market value adjustment, which will increase or decrease any fixed maturity amount you will have in that fixed maturity option.not be available through your financial professional.
This Prospectus describesWhat is the fixed maturity optionsMarket Stabilizer Option®?
The Market Stabilizer Option® (“MSO”) is an investment option available under the following EQUI-VESTpolicy. 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 -10% for the Segment Term. In that case only the negative performance in excess of -10% 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 -10%. Please see “Index-Linked Return” in “Description of the Market Stabilizer Option® contracts:” in this Prospectus.
Not all features are available under each EQUI-VEST® contract. Please refer to the Contract Prospectus for more information.
This Prospectus does not describe the contract itself or the investment options other than the fixed maturity options. For information about the contract, you should consult the Contract Prospectus. For additional information regarding the variable investment options, you should consult the prospectuses for the portfolios underlying the variable investment options.
Please refernote that you will not be credited with any positive Index performance with respect to page 7amounts 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:
The Securities and Exchange Commission (“SEC”)SEC has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. Neither the contracts nor the fixed maturity optionsThe 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.principal and previously credited interest.
EVM-109 (5/24) | Cat # 162692 (5/24) | |
NB Equitable Advantage (EFLIC/EFLOA) |
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. |
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 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®.
Market Stabilizer Option® |
4 | ||||
7 | ||||
8 | ||||
4. Risk Factors | 9 | |||
10 | ||||
10 | ||||
5. Description of the Market Stabilizer Option® | 12 | |||
12 | ||||
12 | ||||
13 | ||||
13 | ||||
13 | ||||
14 | ||||
14 | ||||
15 | ||||
15 | ||||
16 | ||||
6. Distribution of the policy | 21 | |||
7. Incorporation of certain documents by reference | 22 | |||
Appendices |
|
When we address the reader of this Prospectus with words such as “you““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 contractpolicy owner.
When we use the word “contract“ it also includes certificates that are issued under group contracts.
23
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-GR150 - 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 contracts.policies. The Company is solely responsible for paying all amounts owed to you under the contract.policy.
You may also use our toll-free number (800) 628-6673 to speak with one of our customer service representatives. Our customer service representatives are available on each business day Monday through Thursday from 8:00 a.m. to 7:00 p.m., and on Friday until 5:00 p.m., Eastern Time.
Hearing or speech-impaired clients may call the AT&T National Relay Number at (800) 855-2880 for information about your account. If you have a Telecommunications Device for the Deaf (TDD), you may relay messages or questions to our Customer Service Department at (800) 628-6673, Monday through Thursday from 8:00 a.m. to 7:00 p.m., and on Friday until 5:00 p.m. Eastern Time. AT&T personnel will communicate our reply back to you, via the TDD.
Please seerefer to the Contract Prospectus for detailed information on how“How to reach us” section of the variable life insurance policy prospectus for more information regarding contacting us electronically, as well as,and communicating your instructions. We also have specific forms that we recommend you use for our mailing addresses for contributionselecting the MSO and other correspondence.any MSO transactions.
34
Description of the fixed maturity options1. 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 -10%. The Downside Protection is set on the Segment Start Date and any
Downside Protection in excess of -10% will be set at theCompany’s sole discretion. However, the Downside Protection will not change during a Segment Term and at least -10% of Downside 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 referredto 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.
5
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 -10% in which case negative performance in excess of -10% 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 the amount 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.
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 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.
6
2. Key Features of 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”). |
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. |
7
MSO Charges | When Charge is Deducted | Guaranteed Maximum | ||||
Variable Index Segment Account Charge | At the beginning of each policy month during the Segment Term | 1.65%(1) | ||||
Mortality and Expense Risk Charge(2) | Monthly | Policy Year 1-10 11+ | Annual % of your value in the MSO 1.00% 0.50% |
Other | When Charge is Deducted | Maximum Spread Percentage that May be Deducted | ||||
Loan Interest Spread(3) for Amounts of Policy Loans Allocated to MSO Segment | On each policy anniversary (or on loan termination, if earlier) | 5% |
Other | When Charge is Deducted | Maximum Amount that May be Deducted | ||||
Early Distribution Adjustment | On Early Distribution | 90% of Segment Account Value(4) |
(1) | The current non-guaranteed rate is 0.40%. |
(2) | 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 variable life insurance policy prospectus for more information. |
(3) | 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. |
(4) | 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 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.
8
There are risks associated with some features of the Market Stabilizer Option®:
9
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 fixed maturity optionsbusiness 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
We offer fixed maturity optionsrely heavily on interconnected computer systems and digital data to conduct our variable product business. Because our variable 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 maturity dates generally rangingor 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 contract transactions, including the processing of orders from oneour website or with the underlying funds, impact our ability to ten years. We will not accept allocationscalculate 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 a fixed maturity option if onregulatory fines and financial losses and/or cause reputational damage. In addition, the dateoccurrence of any pandemic disease (like COVID-19), natural disaster, terrorist attack or any other
10
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 contracts and process contract 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 contracts and processing of other contract-related transactions, as well as possibly being more susceptible to cyberattacks. Cybersecurity risks and catastrophic events may also impact the contribution or transfer isissuers of securities in which the underlying funds invest, which may cause the funds underlying your contract to be applied the rate to maturity is 3%. This means that at points in timelose value. While there maycan be no fixed maturity options available. You can allocateassurance that we or the underlying funds or our service providers will avoid losses affecting your contributionscontract due to onecyberattacks, information security breaches or moreother 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.
11
5. Description of these fixed maturity options. However,the Market Stabilizer Option®
We offer a Market Stabilizer Option® that provides a rate of return tied to the performance of the Index.
The amount of each transfer or loan repayment you may not allocate more than one contributionmake to the MSO, and the balance of each premium payment you make to the MSO after any one fixed maturity option. Thesepremium 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 become part of a non-unitized separate account. They will accumulate interest at the “rate to maturity” for each fixed maturity option. The total amount you allocate to and accumulate in each fixed maturity option is called the “fixed maturity amount.” The fixed maturity options may not be available in all contracts or all states. See “State contract availability and/or variations of certain features and benefits” in your variable annuity contract prospectus more for information. See also “Charges and expenses” in Contract Prospectus for information on withdrawal charges when amounts are allocated to the fixed maturity options.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.
The rateBefore 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 maturityany 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 will receive for each fixed maturity optioncan transfer policy account value into the MSO Holding Account on the 3rd Friday of June which is the rateSegment Start Date. That policy account value would transfer into the Segment starting on that date, subject to maturity in effect for new contributions allocated to that fixed maturity optionthe 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 dateSegment 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 apply your contribution.recommend you use for electing the MSO and any MSO transactions.
On the maturity dateSegment 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.
Each Segment will have a Segment Start Date of the 3rd Friday of each calendar month and will have a fixed maturity option, your fixed maturitySegment Maturity Date on the 3rd Friday of the same calendar month in the succeeding calendar year.
In order for any amount assumingto 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 annualized monthly Variable Index Segment Account Charge rate (“B”) and the current annualized monthly mortality and expense risk charge rate (“C”). The Growth Cap Rate must be greater than (A+B+C). This is to ensure that the highest possible rate of return that could be received in a Segment after these charges (B+C) 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 have not made any withdrawals or transfers, will equal your contributionspecifying the investment options from which we should transfer the account value to that fixed maturity option plus interest,the Unloaned GIO to meet Charge Reserve Amount requirements at the rateSegment Start Date, or the transfer instructions are not possible due to maturity for that contribution. This isinsufficient funds, then the fixed maturity option’s “maturity value.” Before maturity, the current value we will report for your fixed maturityrequired amount will reflectbe 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 marketnotice informing you that your account value adjustment. Your current value will reflectdid or did not transfer from the market value adjustment that we would make if you were to withdraw all of your fixed maturity amountsMSO Holding Account into a Segment. These notices are mailed on or about the datenext business day after the applicable Segment Start Date.
12
Near the end of the report. We call this your “market adjusted amount.”
Fixed maturity options and maturity dates. We currently offer fixed maturity options ending on June 15th for maturity years ranging from one through ten. Not all of these fixed maturity options will be available for annuitant ages 76 and above. See “Allocating your contributions”. See the Contract Prospectus for more information. As fixed maturity options expire,Segment Term, we expect to add maturity years so that generally ten fixed maturity options are available at any time.
We will not accept allocations to a fixed maturity option if on the date the contribution is to be applied:
Your choices at the maturity date. We will notify you at leastbetween 15 and 45 days before each of your fixed maturity optionsthe Segment Maturity Date that a Segment is scheduledabout to mature. At that time, you may choose to have one of the following take place on the maturity date, as long as none of the conditions listed aboveall or in “Allocating your contributions” in the Contract Prospectus would apply: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. |
If we do not receive your choice on ortransfer instructions before the fixed maturity option’s maturity date, weSegment Maturity Date, your Segment Maturity Value will automatically transfer your maturity valuebe rolled over into the MSO Holding Account for investment in the next available fixed maturity option (or anotherSegment, 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 are requiredreserve the right to do so byapply a transfer charge up to $25 for each transfer among your investment options, there will be no transfer charges for any state regulation). We may change our procedures in the future.
Market value adjustment. If you make any withdrawals (including transfers, surrender or termination of your contract, or when we make deductions for charges) from a fixed maturity option before it matures we will make a market value adjustment, which will increase or decrease any fixed maturity amount you have in that fixed maturity option. The amount of the adjustment will depend on two factors:
|
|
In general, if interest rates rise from the time that you originally allocate an amount to a fixed maturity option to the time that you take a withdrawal, the market value adjustment will be negative. Likewise, if interest rates drop at the end of that time, the market value adjustment will be positive. Also, the amount of the market value adjustment, either up or down, will be greater the longer the time remaining until the fixed maturity option’s maturity date. Therefore, it is possible that the market value adjustment could greatly reduce your valuetransfers discussed in the fixed maturity options, particularly in the fixed maturity options with later maturity dates.this section.
By allocating your account value to maturitythe 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 price per $100you are not allowed to transfer the account value out of maturitya 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 current annualized monthly Variable
Index Segment Account Charge rate (“B”) and the current annualized monthly mortality and expense risk charge rate (“C”). The Growth Cap Rate must be greater than (A+B+C).
For example, assume that the annual interest rate we are currently crediting on the Unloaned GIO were 4.00%, the current annualized monthly Variable Index Segment Account charge rate were 1.40% 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 the 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 -10% (“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 Downside Protection from the minimum -10% are set at the Company’s sole discretion. However, we may only increase your Downside Protection from the current -10%. Your Downside Protection will never decrease below -10%.
We can determinecalculate the amount required to be allocated to one or more fixed maturity options in order to produceIndex-Linked Return for a Segment by taking the Index-Linked Rate of Return and multiplying it by the
413
specified maturity values. For example, we can tell you how much you need to allocate per $100Segment Account Value on the Segment Maturity Date. The Segment Account Value is net of maturity value.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 rates to maturity are determined weekly. The ratesfollowing 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. This example assumes a 15% Growth Cap Rate, a $1,000 investment in the table below are illustrative onlyMSO Segment and a Downside Protection of -10%. 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 | ||
-10% | 0% | $1,000 | ||
-25% | -15% | $850 | ||
-50% | -40% | $600 | ||
-75% | -65% | $350 | ||
-100% | -90% | $100 |
For instance, we may set the Growth Cap Rate at 15%. Therefore, if the Index has gone up 25% or 50% over your Segment Term, you will most likely differ fromreceive a 15% credit to your Segment Account Value on the rates applicable at time of purchase. Current rates to maturity can be obtainedSegment Maturity Date. If the Index had gone up by 10% from your financial professional or us. Please seeSegment Start Date to your Segment Maturity Date then you would receive a credit of 10% to your Segment Account Value on the variable annuity contract prospectus for detailed informationSegment Maturity Date.
If the Index had gone down 10% over the Segment Term then you would receive a return of 0% to your Segment Account Value on howthe Segment Maturity Date.
If the Index had gone down by 25% by your Segment Maturity Date then your Segment Account Value would be reduced by 15% on the Segment Maturity Date. The Downside Protection feature of the MSO will absorb the negative performance of the Index up to reach us.-10%.
The ratesIndex-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 forwill eliminate any Index-Linked Return and be subject to a Early Distribution Adjustment.
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 allocationsindex 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 related price per $100 of maturity value areGrowth 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 20% negative return to your Segment Account Value. We would provide notice about maturing the Segment, as shown below:soon as practicable and ask for instructions on where to transfer your Segment Maturity Value.
Fixed Maturity Options with June 15th Maturity Date of | Rate to Maturity as of February 15, 2024 | Price Per $100 of Maturity Value | ||
2024 | 3.00%(2) | $96.14 | ||
2025 | 3.00%(2) | $93.34 | ||
2026 | 3.00%(2) | $90.62 | ||
2027 | 3.00%(2) | $87.98 | ||
2028 | 3.00%(2) | $85.41 | ||
2029 | 3.00%(2) | $82.93 | ||
2030(1) | 3.00%(2) | $80.51 | ||
2031(1) | 3.00%(2) | $78.16 | ||
2032(1) | 3.05% | $75.54 | ||
2033(1) | [ ]% | $[ ] |
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 -10%. 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.
There is a current percentage charge of 0.40% of any policy account value allocated to each Segment. We reserve the right to increase or decrease the charge although it will never exceed 1.65%.
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. The current mortality and expense risk charge deducted monthly is 0.60% of Segment Account Value or and 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
14
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. 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 refer to the variable life insurance policy prospectus for more information.
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 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.
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 will be the Charge Reserve Amount determined as of the latest Segment Start Date 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.
Please also refer to the life insurance policy prospectus for more information.
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.
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. |
|
|
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.
15
These modifications will apply during any period in which a Segment exists and has not yet reached its Segment Maturity Date.
HowEarly Distribution Adjustment
Overview
Before a Segment matures, if you surrender your policy, take a loan from a Segment or have another Early Distribution, we determinewill 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 10%. The EDA uses what we refer to as a Put Option Factor to estimate the market value, adjustmentat 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. The overall impact of the EDA is to reduce your Segment Account Value and your other policy values.
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:
1. | 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: |
a. | If the Index has fallen more than 10% since the Segment Start Date, the EDA would generally have the effect of charging you for (i) the full amount of that loss below 10%, 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.) |
b. | If the Index has fallen since the Segment Start Date, but by less than 10%, 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 10% 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. |
c. | 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 10% 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. |
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.
Surrender charges and tax consequences can also apply to Early Distributions.
Additional Detail
For purposes of determining the Segment Distribution Value prior to a Segment Maturity Date, the EDA is the Put Option Factor multiplied by the Segment Account Value.
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 -10%. 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 $0.90 ($1 plus the Downside Protection which is currently -10%). The strike price of the option ($0.90) is the difference
16
between a 100% loss in the S&P 500 Price Return index at Segment Maturity and the 10% 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.
For this purpose, we use the following procedureBlack 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 calculate the market value adjustment (up or down) we make if you withdraw all of your value from a fixed maturity option before its maturity date.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) | We first determine the |
(b) | We then determine the |
(c) |
|
|
(2) |
|
(3) |
|
Your market adjusted amountIn 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 presentend 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 maturityinput 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.
17
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 discounted athas been swept from the rateMSO Holding Account into a Segment, transfers into or out of that Segment before its Segment Maturity Date will not be permitted. In order to maturitytransfer 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 new contributionstransfers from the Unloaned GIO will be limited to that same fixed maturity option onavoid reducing the dateUnloaned 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 calculation.Unloaned GIO over the remaining Charge Reserve Amount.
Please also refer to the 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
If you withdraw only a portionhave amounts allocated to MSO Segments, the Segment Distribution Values will be used in place of the Segment Account Values in calculating the amount inof 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
For policies that use the Guideline Premium Test, a fixed maturity option,new Segment will not be established or created if we determine, when we process your election, that a distribution from the market value adjustmentpolicy will be required to maintain its qualification as life insurance under federal tax law at any time during the Segment Term.
However, during a percentageSegment Term if a distribution becomes necessary under the force-out rules of Section 7702 of the market value adjustment that would have applied if you had withdrawnInternal Revenue Code, it will be deducted proportionately from the entire valuevalues in that fixed maturity option. This percentage is equal to the percentage ofUnloaned GIO (excluding the Charge Reserve Amount) and in any variable investment option, including any value in the fixed maturity optionMSO 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 see the variable life insurance policy prospectus for information regarding policy loan provisions. The maximum loan interest rate that will be charged to the amounts you borrow for a policy year shall be the greater of (1) the “Published Monthly Average,” as defined below, for the calendar month that ends two months before the date of determination and (2) the guaranteed minimum interest crediting rate for the Guaranteed Interest Option plus 1% per year. “Published Monthly Average” means the Moody’s Corporate Bond Yield Average - Monthly Average Corporates published by Moody’s Investors Service, Inc., or any successor to it.
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 (5%). 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%.
18
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.
Asset Rebalancing Service
If you are withdrawing. Any withdrawal charges that are deducted from a fixed maturity option will resultinvested in a market value adjustment calculated inMSO, you may also elect the same way. See “Appendix: Market value adjustment example” for an example.
For purposes of calculatingAsset Rebalancing Service. However, any amounts allocated to the rate to maturity for new allocations to a fixed maturity option (see (1)(c) above), we use the rate we have in effect for new allocations to that fixed maturity option. We use this rate even if new allocations to that option would not be accepted at that time. This rateMSO will not be less than 3%.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 variable life insurance policy prospectus for more information.
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 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 do not 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 rate to maturity in effect for a fixed maturity option to which the “current rate to maturity” in (1)(c) above would apply,replacement), we will usere-allocate those amounts to the rate atMSO Holding Account where they will remain until the next closest maturity date. If we are no longer offering new fixed maturity options, the “current rate to maturity”available Segment Start Date, at which time such amounts will be determinedtransferred to a new Segment of the MSO subject to meeting the conditions described in accordance withthis 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 procedures thenAdministrative 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 effect. 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.
Right to Discontinue and Limit Amounts Allocated to the MSO
We reserve the right to add up to 0.50%restrict or terminate future allocations to the current rate in (1)(c) aboveMSO 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 purposesany 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.
19
Transfers are limited to an amount that will not cause the value of calculating the market value adjustment only.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.
InvestmentsImpact of MSO Election on Other Policy Riders and/or Services
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 fixed maturity optionsEquitable Financial Life Insurance Company MSO are held in a “non-unitized” separate account we have established under the New York Insurance Law. This separate account provides an additional measure of assurance that we will make full payment of amounts due under the fixed maturity options. Under New York Insurance Law, the portion of the separate account’s assets equal to the reserves and other contract liabilities relating to the contracts are not chargeable with liabilities from any other business we may conduct. We own the assets of the separate account, as well as any favorable investment performance on those assets.
You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. 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 fixed maturity options,MSO, regardless of whether assets supporting fixed maturity optionsthe MSO are held in a separate account or our general account.
We have no specific formula for establishing the rates to maturity for the fixed maturity options. We expect the rates to be influenced by, but not necessarily correspond to, among other things, the yields that we can expect to realize on the separate account’s investments from time to time. Our current
5
plans are to invest separate account assets in fixed-incomefixed income obligations, including corporate bonds, mortgage-backedmortgage backed and asset-backed securities, and government and agency issues having durations in the aggregate consistent with those of the fixed maturity options.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 the fixed maturity options under the contracts,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 willown the assets of the separate account, as well as any favorable investment performance on those assets.
You do not determine the rates to maturity we establish byparticipate in the performance of the nonunitizedassets held in this separate account.
Your contract’s value in the fixed maturity options
Your value in each fixed maturity option at any time before the maturity date is the market adjusted amount in each option, which reflects withdrawals out of the option and charges we deduct. This is equivalent to your fixed maturity amount increased or decreased by the market value adjustment. Your value, therefore, We may, be higher or lower than your contributions (less withdrawals) accumulated at the rate to maturity. At the maturity date, your value in the fixed maturity option will equal its maturity value, provided there have been no withdrawals or transfers.
Transferring your account value
At any time before the date annuity payments are to begin, you can transfer some or all of your account value among the investment options, subject to the following:
Withdrawing your account value
Unless you specify otherwise, we will subtract withdrawals on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If there is
insufficient value or no value in the variable investment options and guaranteed interest option, any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment will apply to withdrawals from the fixed maturity options
Please referour general account. These assets are also available to the Contract Prospectus for more information regarding withdrawing value from your contract.
Chargesinsurer’s general creditors and expenses
Withdrawal charges may apply to any withdrawal from your contract, including a withdrawal from a fixed maturity option. For more information regarding withdrawal charges and other charges applicable to the contract, please refer to the Contract Prospectus.
6
An allocation to a fixed maturity option has various risks associated with it.
Please be aware that a market value adjustment could result in a significant loss of principal and previously credited interest. Specifically:
If we deduct all or a portion of a fee or charge from a fixed maturity option, a market value adjustment will apply to that deduction from the fixed maturity option. If the market value adjustment is negative, it will reduce your value in the fixed maturity option.
No company other than us has any legal responsibility to pay amounts that the Company owes under the contract and fixed maturity option. Anan 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.
ThereOur current plans are also risks associated withto 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 Company. Before allocatingabove generally describes our plans for investing the assets supporting our obligations under MSO, we are not obligated to a fixed maturity option, you should carefully consider and evaluate all of the risks and other important information contained in this prospectus and in the documentsinvest those assets according to any particular plan except as we incorporatemay be required to by reference into this prospectus, including our latest Annual Report on Form 10-K and any of the other periodic reports we file as required under the Exchange Act, related to the Company.
state insurance laws.
720
More information6. Distribution of the policy
Fixed maturity option contributions, transfers, withdrawalsThe policy is distributed by both Equitable Advisors and surrenders
DistributionVariable Account K. The offering of the contractspolicy is intended to be continuous.
The Fixed Maturity OptionMSO is available only available under certain variable annuity contract(s)the policy issued by the Company. Extensive information about the arrangements for distributing the annuity contracts,variable life insurance policy, including sales compensation, is included under “Distribution of the policy” in the appropriate variable annuity contractlife insurance policy prospectus and in the statement of additional information that relates to that prospectus under “Distribution of the contracts”, respectively.information. All of that information applies regardless of whether you choose to use the Fixed Maturity Option,MSO, and there is no additional plan of distribution or sales compensation with respect to the Fixed Maturity Option.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.
821
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 is considered to be part of this Prospectus because it is incorporated by reference.
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 fixed maturity optionMarket 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 of America
8501 IBM Drive, Suite 150
Charlotte, NC 28262-4333
Attention: Corporate Secretary (telephone: (212) 554-1234)
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 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 300 Madison Avenue, New York, New York 10017.
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.
Disclosure of Commission Position on Indemnification for Securities Act Liability
InsofarPricewaterhouseCoopers LLP provides independent audit services and certain other non-audit services to Equitable Financial Life Insurance Company as indemnification for liabilities arising underpermitted by the Securities Act of 1933 (the “Securities Act”) may be permitted to directors, officers or persons controlling the registrant , the registrant has been informed thatapplicable SEC independence rules, and as disclosed in the opinion of the SEC such indemnificationEquitable Financial Life Insurance Company’s Form 10-K. PricewaterhouseCoopers LLP’s address is against public policy as expressed in the Securities Act and is therefore unenforceable.300 Madison Avenue, New York, New York 10017.
922
Appendix: Market value adjustment exampleEarly Distribution Adjustment Examples
Hypothetical Early Distribution Adjustment Examples
A. Examples of Early Distribution Adjustment to determine Segment Distribution Value
The example below showsfollowing examples represent a policy owner who has invested in both Segments 1 and 2. They are meant to show how the marketmuch value adjustment would be determined and how it would be appliedis available to a withdrawal, assumingpolicy 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 $100,000 was allocated on June 15, 2024 to a fixed maturity option with adate, the examples assume 9 months remain until Segment 1’s maturity date of June 15, 2032 (eight years later) at a hypothetical rate toand 3 months remain until Segment 2’s maturity of 4.00% (h), resulting in a maturity value of $136,886 on the maturity date. We further assume that a withdrawal of $50,000 is made four years later, on June 15, 2028.(a)
Hypothetical assumed rate to maturity(j) on June 15, 2028 | ||||||||||||
2% | 6% | |||||||||||
As of June 15, 2028 before withdrawal | ||||||||||||
(1) market adjusted amount(b) | $ | 126,455 | $ | 108,409 | ||||||||
(2) fixed maturity amount(c) | $ | 116,998 | $ | 116,998 | ||||||||
(3) market value adjustment: (1) – (2) | $ | 9,457 | $ | (8,589 | ) | |||||||
On June 15, 2028 after $50,000 withdrawal | ||||||||||||
(4) portion of market value adjustment associated with the withdrawal: | $ | 3,739 | $ | (3,961 | ) | |||||||
(5) portion of fixed maturity associated with the withdrawal: | $ | 46,261 | $ | 53,961 | ||||||||
(6) market adjusted amount (1) – $50,000 | $ | 76,455 | $ | 58,409 | ||||||||
(7) fixed maturity amount: (2) – (5) | $ | 70,738 | $ | 63,037 | ||||||||
(8) maturity value(d) | $ | 82,762 | $ | 73,752 |
You should note that in this example, if a withdrawal is made when rates have increased from 4.00% to 6.00% (right column), a portion of a negative market value adjustment is realized. On the other hand, if a withdrawal is made when rates have decreased from 4.00% to 2.00% (left column), a portion of a positive market value adjustment is realized.
Notes: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 | |||
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 | 0.079765 | 0.045706 | ||||
Early Distribution Adjustment | Put Option Component: 1000 * 0.079765 = 79.77 | Put Option Component: 1000 * 0.045706 = 45.71 | 125.47 | |||
Segment Distribution Value | 1000 – 79.77 = 920.23 | 1000 – 45.71 = 954.29 | 1,874.53 | |||
Total % change in Segment Account Value due to the EDA | -8.0% | -4.6% |
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 | 0.021492 | 0.002964 | ||||
Put Option Component: 1000 * 0.021492 = 21.49 | Put Option Component: 1000 * 0.002964 = 2.96 | |||||
Early Distribution Adjustment | 24.46 | |||||
Segment Distribution Value | 1000 – 21.49 = 978.51 | 1000 – 2.96 = 997.04 | 1,975.54 | |||
Total % change in Segment Account Value due to the EDA | -2.1% | -0.3% |
23
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 | 0.303317 | 0.300557 | ||||
Early Distribution Adjustment | Put Option Component: 1000 * 0.303317 = 303.32 | Put Option Component: 1000 * 0.300557 = 300.56 | 603.87 | |||
Segment Distribution Value | 1000 – 303.32 = 696.68 | 1000 – 300.56 = 699.44 | 1,396.13 | |||
Total % change in Segment Account Value due to the EDA | -30.3% | -30.1% |
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 | 0.001981 | 0.000008 | ||||
Early Distribution Adjustment | Put Option Component: 1000 * 0.001981 = 1.98 | Put Option Component: 1000 * 0.000008 = 0.01 | 1.99 | |||
Segment Distribution Value | 1000 – 1.98 = 998.02 | 1000 – 0.01 = 999.99 | 1,998.01 | |||
Total % change in Segment Account Value due to the EDA | -0.2% | 0.0% |
(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 ( 0.0090 / (1 – 0.0090) )]. |
(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) |
|
|
24
(b) | ||||||
This is | ||||||
| ||||||
| ||||||
|
(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.] |
I-125
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. |
|
ITEM OF EXPENSE | ESTIMATED EXPENSE | ESTIMATED EXPENSE | ||||||
Registration fees | $ | $ | 0.00 | |||||
Federal taxes | N/A | N/A | ||||||
State taxes and fees (based on 50 state average) | N/A | N/A | ||||||
Trustees’ fees | N/A | N/A | ||||||
Transfer agents’ fees | N/A | N/A | ||||||
Printing and filing fees | $ | 50,000 | * | $ | 50,000 | * | ||
Legal fees | N/A | N/A | ||||||
Accounting fees | N/A | N/A | ||||||
Audit fees | $ | 20,000 | * | $ | 20,000 | * | ||
Engineering fees | N/A | N/A | ||||||
Directors’ and officers’ insurance premium paid by Registrant | N/A | |||||||
Directors and officers insurance premium paid by Registrant | N/A |
* | Estimated expense. |
ITEM 15.
ITEM 15. | INDEMNIFICATION OF DIRECTORS AND OFFICERS |
The By-Laws of Equitable Financial Life Insurance Company of America (the “Corporation”) provide, in Article VI as follows:
ARTICLE VI
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
SECTION 1. NATURE OF INDEMNITY. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably
1
entitled to indemnity.
The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of no contest or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
SECTION 6. SURVIVAL; PRESERVATION OF OTHER RIGHTS. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of Title 10, Arizona Revised Statutes are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a “contract right” may not be modified retroactively without the consent of such director, officer, employee or agent.
The indemnification provided by this Article shall not be deemed exclusive of any other right to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
SECTION 7. INSURANCE. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this By-Law.
The directors and officers of Equitable Financial Life Insurance Company of America are insured under policies issued by X.L. Insurance Company, Arch Insurance Company, Sombo (Endurance Specialty Insurance Company), U.S. Specialty Insurance, ACE (Chubb), Chubb Insurance Company, AXIS Insurance Company, Zurich Insurance Company, AWAC (Allied World Assurance Company, Ltd.), Aspen Bermuda XS, CAN, AIG, One Beacon, Nationwide, Berkley, Berkshire, SOMPO, Chubb, Markel and ARGO ReRE 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
Underwriting Agreement.
(2) Not Applicable. (4) Form of policy. |
2 |
(5) Opinion and consent of Counsel. filed herewith.
(8) Not Applicable.
(12) Not Applicable.
(15) Not Applicable.
(23) Consent of independent registered public accounting firm, to be filed by Amendment.
(24) Powers of Attorney, filed herewith.
(25) Not Applicable.
(26) Not Applicable.
|
|
|
|
|
|
|
|
(Ex-107)(EX-107) Filing Fees Table, filed herewith.
ITEM 17.
3
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 pursuant to Rule |
4
(5) | That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the |
registrant has been advised that in 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. |
5
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 Citycity and State of New York on the 15ththis 6th day of February,March, 2024.
Equitable Financial Life Insurance Company of America | ||
(Registrant) | ||
/s/ Alfred Ayensu-Ghartey | ||
Alfred Ayensu-Ghartey | ||
Vice President and Associate General Counsel Equitable Financial Life Insurance Company of America |
As required byPursuant to requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:
PRINCIPAL EXECUTIVE OFFICER:
PRINCIPAL EXECUTIVE OFFICER: | ||
*Mark Pearson | Chief Executive Officer and Director | |
PRINCIPAL FINANCIAL OFFICER: | ||
*Robin Raju | Chief Financial Officer | |
PRINCIPAL ACCOUNTING OFFICER: | ||
*William Eckert | Chief Accounting Officer | |
|
| |||
Arlene Isaacs-Lowe Daniel G. Kaye Francis Hondal | Craig MacKay Mark Pearson Bertram Scott | Charles G.T. Stonehill George Stansfield | ||
|
*By: | /s/ Alfred Ayensu-Ghartey | |
Alfred Ayensu-Ghartey | ||
Attorney-in-Fact | ||
March 6, 2024