SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Equitable Financial Life Insurance Co. – ‘POS AM’ on 10/30/23

On:  Monday, 10/30/23, at 5:25pm ET   ·   Accession #:  1193125-23-266308   ·   File #:  333-262804

Previous ‘POS AM’:  ‘POS AM’ on 10/17/23   ·   Latest ‘POS AM’:  This Filing   ·   29 References:   To:  Equitable America Variable Account No.70A – ‘485APOS’ on 9/15/23 To:  Equitable Financial Life Insurance Co. of America – ‘10-Q’ on 8/21/23 for 6/30/23 To:  Equitable Financial Life Insurance Co. – ‘10-Q’ on 8/21/23 for 6/30/23 To:  Equitable Financial Life Insurance Co. – ‘8-K’ on 5/18/23 for 5/17/23 To:  Equitable Financial Life Insurance Co. of America – ‘8-K’ on 5/18/23 for 5/17/23 To:  Equitable Financial Life Insurance Co. of America – ‘8-K’ on / for 5/17/23 To:  Equitable Financial Life Insurance Co. – ‘8-K’ on / for 5/17/23 To:  Equitable Financial Life Insurance Co. of America – ‘10-Q’ on 5/12/23 for 3/31/23 To:  Equitable Financial Life Insurance Co. – ‘10-Q’ on 5/9/23 for 3/31/23 To:  Equitable Financial Life Insurance Co. of America – ‘10-K’ on 3/1/23 for 12/31/22 To:  Equitable Financial Life Insurance Co. – ‘10-K’ on 2/21/23 for 12/31/22 To:  Equitable Financial Life Insurance Co. – ‘S-3/A’ on 4/20/22 To:  Equitable Financial Life Insurance Co. – ‘S-3/A’ on 4/20/21 To:  Equitable Financial Life Insurance Co. – ‘S-3/A’ on 12/21/20 To:  Equitable Financial Life Insurance Co. – ‘S-3/A’ on 4/16/19 To:  Separate Account A – ‘485BPOS’ on 4/17/18 To:  Separate Account A – ‘485BPOS’ on 4/18/17 To:  Separate Account A – ‘485BPOS’ on 4/19/16 To:  Separate Account No. 70 – ‘485BPOS’ on 9/9/15 To:  Separate Account No. 70 – ‘485APOS’ on 10/16/14 To:  Separate Account No. 49 – ‘485BPOS’ on 4/24/12 To:  Separate Account No. 49 – ‘485BPOS’ on 8/5/11 To:  Separate Account A – ‘485BPOS’ on 4/20/09 To:  Separate Account No. 49 – ‘N-4’ on 8/11/05 To:  Separate Account No. 49 – ‘485BPOS’ on 4/20/05 To:  Separate Account A – ‘485BPOS’ on 4/19/04 To:  Separate Account No. 45 – ‘485BPOS’ on 4/25/01 To:  Separate Account A – ‘485BPOS’ on 7/10/98 To:  Separate Account No. 45 – ‘485BPOS’ on 5/1/98 

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/30/23  Equitable Financial Life Ins Co.  POS AM                 4:376K                                   Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment of a Registration          HTML    290K 
                Statement                                                        
 3: EX-99.23    Consent of Independent Registered Public            HTML      5K 
                Accounting Firm                                                  
 4: EX-99.24    Powers of Attorney                                  HTML     46K 
 2: EX-99.5     Opinion of Alfred Ayensu-Ghartey                    HTML      8K 

Filed with the Securities and Exchange Commission on October 30, 2023

Registration No. 333-262804

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 3

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EQUITABLE FINANCIAL

LIFE INSURANCE COMPANY

(Exact name of registrant as specified in its charter)

NEW YORK

(State or other jurisdiction of incorporation or organization)

13-5570651

(I.R.S. Employer Identification No.)

1290 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10104

(212) 554-1234

(Address, including zip code, and telephone number,

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

ALFRED AYENSU-GHARTEY

VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY

1290 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10104

(212) 554-1234

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon after the effective date of this Registration Statement as is practicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Pursuant to Rule 429 under the Securities Act of 1933, the prospectuses contained herein also relate to Registration Statement No. 333-262804. Upon effectiveness, this Registration Statement, which is a new Registration Statement, will also act as a post-effective amendment to such earlier Registration Statement.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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.

EXPLANATORY NOTE

This Post-Effective Amendment No. 3 (“PEA”) to the Form S-3 Registration Statement No. 333-262804 (“Registration Statement”) of Equitable Financial Life Insurance Company (“Equitable Financial”) is being filed for the purpose of including in the Registration Statement the additions/modifications reflected in the Supplement. Part II has also been updated pursuant to the requirements of Form S-3. The PEA does not amend any other part of the Registration Statement except as specifically noted herein, and incorporates by reference the information contained in Part I of Registration Statement No. 333-262804 declared effective May 2, 2022.

Equitable Financial Life Insurance Company of America

Equitable Financial Life Insurance Company

Supplement dated October 30, 2023 to the current prospectus for Structured Investment Option dated May 1, 2023

Available under the Investment Edge^® 21.0 variable deferred and index linked annuity contract

This Supplement modifies certain information in the above-referenced prospectus (the “Prospectus”) offered by Equitable Financial Life Insurance Company and Equitable Financial Life Insurance Company of America (the “Company”). You should read this Supplement in conjunction with your Prospectus and retain it for future reference. This Supplement incorporates the Prospectus by reference. Unless otherwise indicated, all other information included in your Prospectus remains unchanged. The terms we use in this Supplement have the same meaning as in your Prospectus. We will send you another copy of any prospectus or supplement without charge upon request. Please contact the customer service center at 877-899-3743.

Under the Structured Investment Option, there is a risk of a substantial loss of principal and previously credited interest of up to 60% to 100% depending on the Segment chosen for investment. This risk of loss may be greater in the case of an early withdrawal (including any withdrawal from an Investment Edge^® ADV contract to pay advisory fees), surrender, death, or transfer. Withdrawal charges and tax consequences could also apply.

We reserve the right to stop offering the Structured Investment Option. If we do so, you will be limited to investing in other investment options that are not tied to the performance of an index.

Effective November 13, 2023, subject to any state or other approvals, we will begin offering the following new Segment Options and Segment Types: (1) A new Dual Step Up Segment Option (described below); (2) a new Growth Multiplier Segment Option (described below); (3) Additional Standard Segment Types with a -20% and -40% Segment Buffer for 1-year Segment Durations and -20% Segment Buffer for 5-year Segment Durations; (4) Additional Dual Direction Segment Types with a -15% and -20% Segment Buffer for 1-year Segment Durations and a -20% Segment Buffer for 5-year Segment Durations; (5) Additional Step Up Segment Types with a -10% Segment Buffer for 5-year Segment Durations with a minimum Performance Cap Rate of 10%, and a -15% Segment Buffer for 1-year Segment Durations. We also will be offering the following indices with Dual Direction Segment Types with 5-year Segment Durations: Russell 2000 Price Return, MSCI EAFE Price Return, and NASDAQ-100 Price Return.

The following chart lists the current Segment Types (including any new Segment Types added herein):

On a Segment Maturity Date, the highest level of protection is the -40% Segment Buffer and lowest level of protection is the 0% Segment Buffer.

With a 0% Segment Buffer there is no protection from negative index performance and you could lose up to 100% of principal and previously credited interest.

(1) Dual Step Up Segment Option.

We are adding a new Segment Option – Dual Step Up. A Dual Step Up Segment is any Segment belonging to a Segment Type whose name includes “Dual Step Up”. For Dual Step Up Segments the Segment Rate of Return is equal to the Performance Cap Rate if the Index Performance Rate is greater than or equal to the Segment Buffer or the Index Performance Rate subject to the Segment Buffer if the Index Performance Rate is less than the Segment Buffer.

Dual Step Up Segment example: For the S&P 500 Price Return Index/Dual Step Up/1 year/-10% Segment Type, a Segment could be established as S&P 500 Price Return Index Dual Step Up/1 year/-10% with a 10% Performance Cap Rate. This means that you will participate in the performance of the S&P 500 Price Return Index for one year starting from the Segment Start Date. If the Index performs equal to or better than the Segment Buffer, your Segment Rate of Return will be 10% for that Segment Duration. This means if the Index performs negatively down to and including -10%, then your Segment Rate of Return will be 10%. If the Index performs more negatively than the Segment Buffer, your Segment Rate of Return will be negative equal to the percentage loss in the Index which exceeds the Segment Buffer. The Contract Fee will reduce your Segment Rate of Return.

Dual Step Up Segments will generally have lower Performance Cap Rates than Standard Segments with the same Index, Segment Duration and Segment Buffer. This is because the Segment Rate of Return for Dual Step Up Segments is equal to the Performance Cap Rate for certain lower and negative returns.

The following Dual Step Up Segment Types are being added:

Dual Step Up Segments. For Dual Step Up Segments, the Segment Rate of Return is equal to the Performance Cap Rate unless the Index Performance Rate is less than the Segment Buffer in which case it is equal to the Index Performance Rate subject to the Segment Buffer, minus the Contract Fee, as follows:

These values are based on the value of the relevant Index on the Segment Start Date and the Segment Maturity Date. Any fluctuations in the value of the Index between those dates is ignored in calculating the Segment Rate of Return.

Please note: Because of the way Segment Rate of Return is calculated for Dual Step Up Segments, when the Index Performance Rate is near the Segment Buffer, a very small difference in the Index Performance Rate on the Segment Maturity Date can result in a very different Segment Rate of Return. For example, if the Performance Cap Rate is 10.00%, the Segment Buffer is -10% and the Index Performance Rate is -10.00% on the Segment Maturity Date, the Segment Rate of Return would be 10.00% whereas, if the Index Performance Rate is -10.01% on the Segment Maturity Date the Segment Rate of Return is -0.01%.

Dual Step Up Segment Examples

Assume that you invest $1,000 in an S&P 500 Price Return Index Dual Step Up, 1-year Segment with a -10% Segment Buffer, we set the Performance Cap Rate for that Segment at 10%, and you make no withdrawal from the Segment and a Contract Fee of 1.25% (Investment Edge^® Select).

If the S&P 500 Price Return Index is 20% higher on the Segment Maturity Date than on the Segment Start Date, you will receive a 8.75% Segment Rate of Return, and your Segment Maturity Value would be $1,087.50. We reach that amount as follows:

If the S&P 500 Price Return Index is 5% higher on the Segment Maturity Date than on the Segment Start Date, you will receive a 8.75% Segment Rate of Return, and your Segment Maturity Value would be $1,087.50. We reach that amount as follows:

2

If the S&P 500 Price Return Index is 5% lower on the Segment Maturity Date than on the Segment Start Date, then you will receive a 8.75% Segment Rate of Return, and your Segment Maturity Value would be $1,087.50. We reach that amount as follows:

If the S&P 500 Price Return Index is 15% lower on the Segment Maturity Date than on the Segment Start Date, then you will receive a -6.25% Segment Rate of Return, and your Segment Maturity Value would be $937.50. We reach that amount as follows:

Risk Factors unique to Dual Step Up Segment Types

(2) Growth Multiplier Segment Option

We are adding a new Segment Option – Growth Multiplier. A Growth Multiplier Segment is any Segment belonging to a Segment Type whose name includes “Growth Multiplier”. Growth Multiplier Segments multiply positive Index Performance Rates by a Multiplier Rate to increase the Segment Rate of Return. If the Index Performance Rate is flat (0%) or negative, the Multiplier Rate will not apply, and the Segment Rate of Return will be equal to the flat or negative Index Performance Rate.

Growth Multiplier Segments do not have a Performance Cap Rate and, therefore, are always uncapped. The Segment Buffer is zero for Growth Multiplier Segments. Accordingly, your Segment Rate of Return will equal any negative Index Performance Rate on a Segment Maturity Date and, therefore, your Segment Maturity Value will decline by the entire amount of the negative index performance.

Multiplier Rate

The Multiplier Rate applicable to each Growth Multiplier Segment, including the applicable Multiplier Rate for Segments selected on your application may vary and will be preannounced at least one week before the Segment Start Date and can be found at www.equitable.com/ierates. The Multiplier Rate for the same Segment may be higher or lower for owners who elect that Segment during their first Contract Year than for owners who are in their second or later Contract Year. The Multiplier Rate is used to increase positive Index Performance Rates as part of the Segment Rate of Return calculation. The Multiplier Rate is only used to calculate the Segment Rate of Return. The Multiplier Rate is not an annual rate of return even if the Segment Duration is longer than one year. The Multiplier Rate will never be less than 105%. We will not open a Segment with a Multiplier Rate below the minimum and the Multiplier Rate will not change during the Segment Duration.

Please note:

3

Growth Multiplier Segment example: For the S&P 500 Price Return Index/Growth Multiplier/5 year/Growth Multiplier Segment Type, a Segment could be established as S&P 500 Price Return Index Growth Multiplier/5 year with an 130% Growth Multiplier. This means that you will participate in the performance of the S&P 500 Price Return Index for five years starting from the Segment Start Date. If the Index performs positively during this period, your Segment Rate of Return could be as much as 30% higher than the Index Performance Rate for that segment duration. If the Index Performance Rate is flat (0%) or negative, the Multiplier Rate will not apply and your Segment Rate of Return will equal the flat or negative Index Performance Rate. The Contract Fee will reduce your Segment Rate of Return.

The following Growth Multiplier Segment Types are being added:

For Growth Multiplier Segments, the Segment Rate of Return is equal to:

minus the Contract Fee, as follows:

These values are based on the value of the relevant Index on the Segment Start Date and the Segment Maturity Date. Any fluctuations in the value of the Index between those dates is ignored in calculating the Segment Rate of Return.

Growth Multiplier Segment Examples

Assume that you invest $1,000 in an S&P 500 Price Return Index Growth Multiplier, 1-year Segment with a 110% Multiplier Rate and you make no withdrawal from the Segment and a Contract Fee of 1.25% (Investment Edge^® Select).

If the S&P 500 Price Return Index is 20% higher on the Segment Maturity Date than on the Segment Start Date, you will receive a 20.75% Segment Rate of Return, and your Segment Maturity Value would be $1,207.50. We reach that amount as follows:

If the S&P 500 Price Return Index is 4% higher on the Segment Maturity Date than on the Segment Start Date, you will receive an 3.15% Segment Rate of Return, and your Segment Maturity Value would be $1,031.50. We reach that amount as follows:

4

If the S&P 500 Price Return Index is 7% lower on the Segment Maturity Date than on the Segment Start Date, then you will receive a -8.25% Segment Rate of Return, and your Segment Maturity Value would be $917.50. We reach that amount as follows:

If the S&P 500 Price Return Index is 20% lower on the Segment Maturity Date than on the Segment Start Date, then you will receive a -21.25% Segment Rate of Return, and your Segment Maturity Value would be $787.50. We reach that amount as follows:

Risk Factors unique to Growth Multiplier Segment Types

Please also note the following changes to the Prospectus:

5

Segment Buffer

All Segment Types Except Growth Multiplier. For all Segment Types other than Growth Multiplier, the Segment Buffer protects you from negative Index performance up to the amount of the Segment Buffer. For example, if the Segment Buffer is -10%, then you would be protected from any decline in the Index that is equal to or less than -10%. However, you will bear the entire risk of loss of principal and previously credited interest for the portion of negative performance that exceeds -10%, which means that with a -10% Segment Buffer you could lose up to 90% of principal and previously credited interest.

Growth Multiplier Segments. Growth Multiplier Segments have a 0% Segment Buffer, and there is no protection from negative Index performance. You could lose up to 100% of principal and previously credited interest.

Current and Guaranteed Rates. The Segment Buffer is currently 0%, -10% , -15%, -20%, or -40%, depending on the Segment chosen. The Segment Buffer will not change throughout the Segment Duration. We will always offer a Segment Buffer of at least -10%.

In the highly unlikely event we were forced to stop offering new Segments, contract owners would be limited to transferring or contributing to the other investment options described in the variable annuity contract prospectus. You could choose to surrender your contract, but you may be subject to withdrawal charges, taxes, and tax penalties, and if you purchase another retirement vehicle, it may have different features, fees, and risks than your annuity contract. If you are buying the annuity contract for the Structured Investment Option, you should speak to your financial adviser as to whether this product is suitable for you.

Effect of your death on the Structured Investment Option

In general, if you die while your variable annuity contract is in force, it terminates and the applicable death benefit is paid. Once we have received notice of your death and until the death benefit is processed, we will not make any transfers from the Segment Type Holding Account to a Segment. Amounts in the Segment Type Holding Account will be defaulted into the EQ/Money Market variable investment option. If Segments mature, the Segment Maturity Value will be transferred to the EQ/Money Market variable investment option.

If the contract has active Segments at the time an account value death benefit is paid, we will use the Segment Interim Value calculation to determine the value in the active Segments which could result in a substantial loss of up to 60% to 100% of your principal and previously credited interest in those Segments.

There are various circumstances, however, in which your variable annuity contract can be continued under a Beneficiary continuation option (“BCO”). For more information please see the “Beneficiary continuation option” in your prospectus and “How the Structured Investment Option affects the Beneficiary continuation option”.

Equitable Financial Life Insurance Company’s Annual Report on Form 10-K for the period ended December 31, 2022, Equitable Financial’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, and Equitable Financial’s current reports on Form 8-K dated May 17, 2023 (filed with the Securities and Exchange Commission on May 17, 2023) and May 17, 2023 (filed with the Securities and Exchange Commission on May 18, 2023), are considered to be part of this Prospectus because they are incorporated by reference.

Equitable Financial Life Insurance Company of America’s Annual Report on Form 10-K for the period ended December 31, 2022, Equitable America’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, and Equitable America’s current reports on Form 8-K dated May 17, 2023 (filed with the Securities and Exchange Commission on May 17, 2023) and May 17, 2023 (filed with the Securities and Exchange Commission on May 18, 2023), are considered to be part of this Prospectus because they are incorporated by reference.

For Dual Step Up Segments, we use hypothetical put and binary call options to estimate the market value, at the time the Segment Interim Value is calculated, of the risk of loss and the possibility of gain at the end of the Segment. This calculation reflects the downside protection that would be provided at maturity by the Segment Buffer as well as the potential payout at maturity equal to the Performance Cap Rate.

6

For Growth Multiplier Segments, we use hypothetical put and call options to estimate the market value, at the time the Segment Interim Value is calculated, of the risk of loss and the possibility of gain at the end of the Segment.

At the time the Segment Interim Value is determined, the Fair Value of Hypothetical Derivatives for Dual Step Up Segments is calculated using two different hypothetical options. These hypothetical options are designated for each Dual Step Up Segment and are described in more detail below.

In-the-Money Binary Call Option (strike price equals the index decreased by the Segment Buffer). For Dual Step Up Segments, the potential gain is estimated using the value of this hypothetical option.

Out-of-the-Money Put Option (strike price equals the index decreased by the Segment Buffer). The risk of loss is estimated using the value of this hypothetical option.

At the time the Segment Interim Value is determined, the Fair Value of Hypothetical Derivatives for Growth Multiplier Segments is calculated using two different hypothetical options. These hypothetical options are designated for each Growth Multiplier Segment and are described in more detail below.

At-the-Money Call Option (strike price equals the index value at Segment inception). For Growth Multiplier Segments, the potential for gain in an up market is estimated using the value of this hypothetical option. Growth Multiplier Segments use a multiple of this option, specifically the option quantity is multiplied by the Multiplier Rate.

At-the-Money Put Option (strike price equals the index value at Segment inception). The risk of loss in a down market is estimated using the value of this hypothetical option.

For each Dual Step Up Segment, we designate and value two hypothetical options, each of which is tied to the performance of the Index underlying the Segment in which you are invested. For Dual Step Up Segments, these are: (1) the In-the-Money Binary Call Option and (2) the Out-of-the-Money Put Option. At Segment maturity, the binary call option is designed to provide gains equal to the Performance Cap Rate while the put option is designed to value the loss below the buffer.

For each Growth Multiplier Segment, we designate and value several hypothetical options, each of which is tied to the performance of the Index underlying the Segment in which you are invested. For Growth Multiplier Segments, these are (1) At-the-Money Call Option and (2) At-the-Money Put Option. At Segment maturity, these hypothetical options are designated to value enhanced gains in an up market and losses in a down market.

7

For Dual Step Up Segments, the Fair Value of Hypothetical Derivatives is equal to (1) minus (2), as defined above.

For Growth Multiplier Segments, the Fair Value of Hypothetical Derivatives is equal to (1) minus (2), as defined above.

We determine the fair value of each of the applicable designated hypothetical options for a Dual Step Up or Growth Multiplier Segment using a market standard model for valuing a European option on the Index, assuming a continuous dividend yield or net convenience value, with inputs that are consistent with market prices that reflect the estimated cost of exiting the hypothetical Derivatives prior to Segment maturity (e.g., the estimated ask price).

Examples: Segment Interim Value — Dual Step Up Segments (Contract fee of 1.25%)

8

The input values to the market standard model that have been utilized to generate the hypothetical examples above are as follows:

Examples: Effect of Withdrawals on Segment Interim Value — Dual Step Up Segments (Contract fee of 1.25%)

9

Examples: Segment Interim Value — Growth Multiplier Segments (Contract fee of 1.25%)

The input values to the market standard model that have been utilized to generate the hypothetical examples above are as follows:

10

Examples: Effect of Withdrawals on Segment Interim Value — Growth Multiplier Segments

11

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

The by-laws of Equitable Financial Life Insurance Company (“Equitable Financial”) provide, in Article VII, as follows:

(b) To the extent permitted by the law of the State of New York, the Company may provide for further indemnification or advancement of expenses by resolution of shareholders of the Company or the Board of Directors, by amendment of these By-Laws, or by agreement. {Business Corporation Law ss.ss. 721-726; Insurance Law ss.1216}

The directors and officers of the Company are insured under policies issued by X.L. Insurance Company, Arch Insurance Company, Endurance Specialty Insurance Company, U.S. Specialty Insurance, ACE, Chubb Insurance Company, AXIS Insurance Company, Zurich Insurance Company, AWAC (Allied World Assurance Company Ltd.), Aspen Bermuda XS, CNA, AIG, One Beacon, Nationwide, Berkley, Berkshire, SOMPO, Chubb, Markel and ARGO RE Ltd. The annual limit on such policies is $300 million, and the policies insure the officers and directors against certain liabilities arising out of their conduct in such capacities.

Exhibits No.

II-2

II-3

II-4

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this Registration Statement.

II-5

pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(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 Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-6

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and State of New York, on this 30th day of October, 2023.

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

---

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘POS AM’ Filing		Date		Other Filings
		11/13/23
Filed on:		10/30/23
		5/18/23		8-K
		5/17/23		8-K
		5/1/23		EFFECT
		5/2/22		EFFECT
				List all Filings

---

29 Previous Filings that this Filing References

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/15/23 Equitable America Var Acct No.70A 485APOS 5:453K Donnelley … Solutions/FA 8/21/23 Equitable Financial Life Ins Co. 10-Q 6/30/23 114:36M 8/21/23 Equitable Fin’l Life Ins… America 10-Q 6/30/23 106:21M 5/18/23 Equitable Financial Life Ins Co. 8-K:1,9 5/17/23 10:154K Donnelley … Solutions/FA 5/18/23 Equitable Fin’l Life Ins… America 8-K:1,9 5/17/23 10:158K Donnelley … Solutions/FA 5/17/23 Equitable Financial Life Ins Co. 8-K:8,9 5/17/23 145:39M 5/17/23 Equitable Fin’l Life Ins… America 8-K:8,9 5/17/23 113:23M 5/12/23 Equitable Fin’l Life Ins… America 10-Q 3/31/23 95:17M 5/09/23 Equitable Financial Life Ins Co. 10-Q 3/31/23 108:32M 3/01/23 Equitable Fin’l Life Ins… America 10-K 12/31/22 105:19M 2/21/23 Equitable Financial Life Ins Co. 10-K 12/31/22 131:30M 4/20/22 Equitable Financial Life Ins Co. S-3/A 7:876K Donnelley … Solutions/FA 4/20/21 Equitable Financial Life Ins Co. S-3/A 5:2.1M Donnelley … Solutions/FA 12/21/20 Equitable Financial Life Ins Co. S-3/A 33:33M Donnelley … Solutions/FA 4/16/19 Equitable Financial Life Ins Co. S-3/A 6:3M Donnelley … Solutions/FA 4/17/18 Separate Account A 485BPOS 5/01/18 7:4.6M Donnelley … Solutions/FA 4/18/17 Separate Account A 485BPOS 5/01/17 12:5M Donnelley … Solutions/FA 4/19/16 Separate Account A 485BPOS 4/29/16 7:4.4M Donnelley … Solutions/FA 9/09/15 Separate Account No. 70 485BPOS 9/09/15 5:550K Donnelley … Solutions/FA 10/16/14 Separate Account No. 70 485APOS¶ 10:1.4M Donnelley … Solutions/FA 4/24/12 Separate Account No. 49 485BPOS 4/30/12 12:8M Donnelley … Solutions/FA 8/05/11 Separate Account No. 49 485BPOS 8/05/11 28:8.6M Separate Account A 4/20/09 Separate Account A 485BPOS 5/01/09 8:16M 8/11/05 Separate Account No. 49 N-4 5:391K Separate Account FP 4/20/05 Separate Account No. 49 485BPOS 5/02/05 13:12M Separate Account FP 4/19/04 Separate Account A 485BPOS 4/19/04 15:2.9M Separate Account FP 4/25/01 Separate Account No. 45 485BPOS 4/25/01 13:1.1M Separate Account FP 7/10/98 Separate Account A 485BPOS 7/10/98 26:3.6M 5/01/98 Separate Account No. 45 485BPOS 5/01/98 5:2.4M Separate Account FP

↑Top

---

Filing Submission 0001193125-23-266308   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

---

---

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Wed., May 1, 7:26:36.2am ET