SecProbe.io

September 9, 2021

VIA E-MAIL

Julie Collett, Esq.
Senior Director and Counsel
Equitable Financial Life Insurance Company
1290 Avenue of the Americas
New York, NY 10104

Re: Separate Account FP
Equitable Financial Life Insurance Company
Initial Registration Statement on Form N-6
File Nos. 333-257925; 811 -04335

Dear Ms. Collett:

 On July 15, 2021 you filed the above-referenced  initial registration statement on Form N-
6 on behalf of Equitable Financial Life Insura nce Company (the “Company”) and its separate
account.  Based on the Company’s representation s in the letter accompanying the registration
statement, we have given the registration stat ement a selective review.  Where a comment is
made with regard to the disclo sure in one location, it is appli cable to all similar disclosure
appearing elsewhere in the registration statement.1

General

1. Please confirm that all missing information, in cluding all exhibits, will be filed in a pre-
effective amendment to the registration stat ement. We may have further comments when
you supply the omitted information.
2. Please provide powers of attorney that relate specifically to the registration statement as
required by Rule 483(b) of the Securities Act of 1933, as amended (the “1933 Act”).
Cover Page
3. Please state that additional information a bout certain investment  products, including
variable life insurance, has been prepared  by the Securities and Exchange Commission’s
staff and is available at Invest or.gov. Item 1(a)(7) of Form N-6.

1 Capitalized terms have the same meaning as in th e registration statement unless otherwise indicated.

Julie Collett, Esq.
September 9, 2021
Page 2 of 8

4. Please reconcile the cancellation provisi on described in the third paragraph ( i.e., “[i]n
most states, we will refund the policy acc ount value less any outstanding loan and
accrued loan interest…”) with the cancella tion provision described on page 51 of the
prospectus ( i.e., “[i]n most states, we will refund th e premiums that were paid, less any
outstanding loan and accr ued loan interest…”).
5. In the second paragraph under the “What is  COIL Institutional Series?” discussion,
please make clear that an investor could experience a significan t loss of principal and
previously credited interest in connection with the MSO. Please make corresponding
changes to the definition of the MSO on page 5 and the MSO discussion on page 24.
Definition of Key Terms (pages 5-6)
6. Please reconcile the definition of Cash Su rrender Value, which is described as the
difference between the policy account value and any surrender charges , with the
definition on page 24, which is desc ribed as the policy account value plus the Enhanced
Amount , if applicable.  Please similarly reconc ile the definition of Net Cash Surrender
Value, which is described as the difference between the policy account value  minus any
outstanding loan and accrued loan intere st, with the definition on page 24 of cash
surrender value  minus any outstanding policy loan  and accrued loan interest.
7. In the Net Policy Account Value definition, please remove the reference to the living
benefits rider, which is not offered under the Policy. Please also rem ove the living benefit
reference on page 26 in the discussion regard ing unrestricted transfer s out of the GIO and
in the discussion on Borrowing From Your Policy on page 13 of the Initial Summary
Prospectus.
Important Information You Should Co nsider About the Policy (pages 7-9)
8. Please state in the Charges for Early Wit hdrawals section that the Company will not
deduct a charge for surrendering the Policy.  Please also state that there is an MSO Early
Distribution Adjustment on amounts withdraw n before segment maturity, which could
result in a 75% loss of Segment Account Va lue, and provide a cross-reference to the
MSO prospectus for more information.
9. In the Transaction Charges di scussion, please remove the refe rence to charges imposed in
connection with requests to decrease the pol icy’s face amount, as the Policy does not
impose any such charge.
10. In the Ongoing Fees and Expens es row of the table, please include MSO and loan charges
in the list of fees and expenses.  Please  also disclose the minimum and maximum
Portfolio expenses before  expense reimbursements or fee waiver arrangements.
Instruction 2(c)(ii)(A) to  Item 2 of Form N-6.
11. When describing Insurance Company Risks,  please note that a ny policy obligations,
including under the fixed rate option  and under the MSO , are subject to the Company’s

Julie Collett, Esq.
September 9, 2021
Page 3 of 8

claims-paying ability.  Moreover, to avoid investor confusion, pl ease replace the phrase
“fixed rate option” with “gua ranteed investment option,” as  is used elsewhere in the
prospectus.  Please also provi de a cross-reference to th e “About our general account”
section of the prospectus. Instruct ion 1(b) to Item 2 of Form N-6.
12. In the Policy Lapse section of the Risks table, please briefly reference the Policy
Continuation Rider ( e.g., the Policy will not lapse so l ong as the conditions of the rider
are satisfied, including that there is sufficient net policy account value to cover the Policy
Continuation Charge, and the rider is ex ercised) and provide a corresponding cross-
reference.  Please also consider briefly disc losing the operation of th e grace period if the
policy is in default, including the notice to be provided and whethe r the owner may have
an opportunity to make an additional pa yment to keep the policy in force.
13. When discussing Investments – Restrictions, pl ease make clear in the first sentence that
an owner may allocate premiums to the Portfolios and to the GIO and the MSO .  Please
clarify that the transfer re strictions discussed in the second paragraph refer only to
transfers among the variable inve stment options, if true.
Overview of the Policy (pages 10-11)
14. In the first paragraph, pleas e note that the MSO is an index-linked  investment option,
which is described in a separate prospectus.  In the last paragra ph before the Contract
Features discussion, please note that an owner can also allocate polic y value to the MSO,
and state that the MSO rider provides owners wi th the opportunity to earn interest that the
Company will credit based in part on the performance of the S&P 500 Price Return
Index, subject to the possibil ity of negative retu rns and significant lo ss of principal and
previously credited interest. Please also disc lose that different pro cedures and additional
restrictions on withdrawals, lo ans, surrender, and right to cancel apply to the MSO, and
provide a cross-reference to the MSO prospectus.
15. Please briefly describe the Enhanced Amount.
16. When describing the types of death benefit under the Policy, please disclose that under
Option B, the policy account valu e is increased by the Enhan ced Amount (during the first
14 policy years).  Please make correspondi ng changes to the “Your Policy’s ‘Death
Benefit’ Options” discussion on page 8 of the Initial Summary Prospectus.
Fee Table (pages 12-14)

17. In the Periodic Charges table, please clarif y that the Integrated Term Rider cost of
insurance and administrative charges for a repr esentative investor are shown at the time
of a requested ITR face amount increase.  Similarly, th e ITR cost of insurance charge
should be shown as a per $1,000 of rider term insurance benefit and any requested ITR
face amount increase.

Julie Collett, Esq.
September 9, 2021
Page 4 of 8

18. With regard to the Policy Continuation Ride r, please remove the term “Highest” when
stating the rate of 13.10% for policies with th e cash value accumulation test, as the table
already states that this is the “Maximum rate.”  Similarly, please remove the phrase
“Lowest: 5.00%,” as the current rate for a policy with the cash value accumulation test is
8.60% (and current rates are not otherw ise provided in the table).
19. In the first footnote to the Pe riodic Charges table, please remove the reference to the
surrender charge, as the Policy does not impose surrender charges.  Please also remove
references to surrender charges in the Initial Summary Prospectus ( e.g., in the
Surrendering the Policy section of the Over view of the Policy on page 7 and in the
discussion on Borrowing From  Your Policy on page 13).
20. In footnote 1 to the Annual Portfolio Company Expenses ta ble, please state that the
Expense Limitation Arrangement does not  apply to unaffiliated Portfolios.
Principal Risks of Investin g in the Policy (page 16)

21. In the third bullet, please indicate that th e policy could lapse due to insufficient premium
payments.
22. Please disclose that there may be adverse tax consequences associated with taking a
policy loan or making a partial withdrawal.
23. Please consider stating that  the guarantees made by the Company under the Policy are
supported by the Company’s general account an d are subject to the Company’s claims
paying ability, and that an inve stor should look solely to th e financial strength of the
Company for its clai ms-paying ability.
Payment of Premiums and Determinin g Your Policy’s Value (pages 22-25)

24. The prospectus states that under the Executiv e Underwriting Program, the best eligible
underwriting classification is Preferred.  Please clarify in  the disclosure where the
Preferred underwriting classification ranks  in terms of the Policy’s underwriting
classifications.  If true, please also state that  the cost of insurance charges are higher for
healthy individuals under the Executive U nderwriting Program than under the traditional
underwriting process. Instruction 2 to Item 7(a) of Form N-6.
25. In the “Policy ‘Lapse ’ and Termination” discussion on page 23, please clarify that the
policy will not lapse if the owner satisfies th e requirements of the Policy Continuation
Rider, including that there is sufficient net policy account value to cover the Policy
Continuation Charge, and include a correspond ing cross-reference to the rider discussion
later on in the prospectus.

Julie Collett, Esq.
September 9, 2021
Page 5 of 8

Transferring Your Money Among Our Investment Options (pages 26-27)

26. The first paragraph states that the Company re serves the right to re strict transfers among
variable investment options, including that  the Company could re quire a minimum time
period between transfers and a maximum dollar amount for transfers.  Please describe all
limitations under the contract regarding tran sfers, including such minimum time periods
and maximum dollar amounts.  Item 8(b)(2) of Form N-6.
Death Benefits/Accessing Your Money (pages 28-32)

27. Please disclose on page 28 th at increases and decreases in insurance coverage may
impact the values in the MSO Holding A ccounts and Segment Accounts, and provide a
corresponding cross-reference to the MSO prospectus.
28. When describing on page 29 how the alterna tive death benefit is calculated under the
cash value accumulation test, pl ease clarify that it is equa l to the policy account value
(including any applicable Enhanced Amount)  multiplied by the specified policy
percentage. Please also remove the referen ce to policies issued on or after January 1,
2021, as all Policies fall into this category.
29. Under Accessing Your Money, please more cl early state that policy loans, partial
withdrawals, and policy surrender may have tax consequences.
30. Please state the current loan interest rate charged under the Policy.  Please also disclose
how loan interest due is credited under the Policy ( e.g., the amount is transferred from the
investment options to the loan ac count).  Item 13(c) of Form N-6.
Other Benefits Available U nder the Policy (pages 39-45)

31. Please include the Enhanced Amount in the add itional benefits table. Item 11(a) of Form
N-6.
32. Regarding the Integrated Term Rider, please cl arify in the second column of the table that
the purpose of the rider is to  provide additional coverage in the form of a higher death
benefit .  Please revise the first bullet in the fourth column to state that the rider must  be
elected at policy issue, and re place the second bullet with bulle ts that briefly describe the
restrictions and limitations associ ated with the rider.  Instruct ions 3 and 5 to Item 11(a) of
Form N-6.
33. Please clarify in the additional benefits tabl e and on page 43 that the Policy Continuation
Rider protects against future policy lapse when monthly deductions cannot be paid due to
loan indebtedness .  Please also state in the table that the Policy Continuation Rider
cannot be exercised if Death Benefit Option B is in effect, and state that when the rider is
in effect, partial withdrawal s, premium payments, changes to the policy face amount and
death benefit option, and transfers out of the unloaned guaranteed interest option are
prohibited.  Please remove the second bullet, which is redundant with the first, and the

Julie Collett, Esq.
September 9, 2021
Page 6 of 8

third bullet, as the narrative preceding the table makes clear that fees may be imposed
under the riders.
34. Please move the ITR Charges discussion on pa ges 41-42 to the More Information About
Policy Charges section of the prospectus .  After doing so, please disclose all current  ITR
charges as required by Item 7(a) of Form N-6.
35. On page 43, please remove the reference to  “this supplement” when providing a cross-
referenced to the “Death Benefit under the ITR” section of the prospectus.
36. When describing the Policy Continuation Ride r beginning on page 43, please state that
the rider is automatically included with the Po licy. Please also clarify on page 44 that the
cross-reference to the “Policy Information” sect ion is to a section of the Policy, and not to
a section of the prospectus.
37. If true, please prominently disclose that  the Company will include all MSO Segment
Values in determining an owner’s eligibility  under the Policy Continuation Rider as well
as in calculating the amount of the Policy Continuation Char ge, and that upon exercise of
the rider, all MSO Segments will terminat e, the owner will forfeit any positive index
performance, and the Company will apply an Early Distribution Adjustment. Please state
that an owner should carefully consider wh ether to exercise th e rider if amounts are
invested in the MSO.
38. On page 45, please clarify the references to “Account Value,” which is not defined in the
prospectus.
More Information About Policy Charges (pages 46-50)

39. Please state that the transfer charge does not  apply to transfers to or from the MSO.
40. Please disclose that the loan interest spread  will not exceed 5% for amounts allocated to
MSO segments, and disclose the current loan interest spread for the MSO.
More Information About Other Matters (pages 55-61)

41. On page 57, please disclose that payments from the MSO Holding Accounts or Segment
Accounts may be delayed under certain ci rcumstances, and provide a corresponding
cross-reference to the MSO prospectus.
Requesting More Information

42. Please replace the last three se ntences of the back cover page  with the statement required
by Item 1(b)(3) of Form N-6 ( i.e., “Copies of this information may be obtained, upon
payment of a duplicatin g fee, by electronic request at  the following email address:
publicinfo@sec.gov.”).

Julie Collett, Esq.
September 9, 2021
Page 7 of 8

43. Please include the EDGAR contr act identifier for the Policy on the bottom of the back
cover page in type size smaller than th at generally used in the prospectus ( e.g., 8-point
modern type). Item 1(b)(4) of Form N-6
INITIAL SUMMARY PROSPECTUS

General

44. Please apply all comments herein to th e summary prospectus, as applicable.

45. Please confirm supplementally that the following  sections of the summary prospectus are
identical to the corresponding se ctions of the statutory prospe ctus:  Important Information
You Should Consider Abo