SEC Company Response from SEPARATE ACCOUNT FP OF AXA EQUITABLE LIFE INSURANCE CO (CIK 0000771726) — Feb 25, 2021
SEPARATE ACCOUNT FP OF AXA EQUITABLE LIFE INSURANCE CO (CIK 0000771726)
Date: Feb. 25, 2021 · CIK: 0000771726 · Accession: 0001193125-21-057126
AI Filing Summary & Sentiment
File numbers found in text: 333-229236, 811-04335
Letter
VIA EDGAR United States Securities and Exchange Commission Office of Insurance Products Division of Investment Management Washington, DC 20549-8629 Re: Separate Account No. FP of Equitable Financial Life Insurance Company Amendment to the Registration Statement on Form N-6 File Nos. 333-229236; 811-04335
Dear Ms. Bentzinger:
The purpose of this letter is to provide a response to the supplemental comments you provided with respect to the above-referenced filing for Equitable Financial Life Insurance Company (the “Company”).
The Company has made the revisions to the Statutory Prospectus and Initial Summary Prospectus as requested. Please see the revised Statutory Prospectus and Initial Summary Prospectus filed herewith.
I trust that the revisions address your comments adequately. If you have any questions regarding these revisions, please contact the undersigned at (303) 902-9135. Thank you very much for your assistance with this filing.
Best regards,
/s/ Julie Collett
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CORRESP 1 filename1.htm CORRESP Julie Collett Senior Director and Counsel julie.collett@equitable.com (303) 902-9135 February 25, 2021 VIA EDGAR Elisabeth Bentzinger, Esq. United States Securities and Exchange Commission Office of Insurance Products Division of Investment Management Mail Stop 8629 Washington, DC 20549-8629 Re: Separate Account No. FP of Equitable Financial Life Insurance Company Amendment to the Registration Statement on Form N-6 File Nos. 333-229236; 811-04335 Dear Ms. Bentzinger: The purpose of this letter is to provide a response to the supplemental comments you provided with respect to the above-referenced filing for Equitable Financial Life Insurance Company (the “Company”). The Company has made the revisions to the Statutory Prospectus and Initial Summary Prospectus as requested. Please see the revised Statutory Prospectus and Initial Summary Prospectus filed herewith. I trust that the revisions address your comments adequately. If you have any questions regarding these revisions, please contact the undersigned at (303) 902-9135. Thank you very much for your assistance with this filing. Best regards, /s/ Julie Collett Julie Collett VUL OptimizerSM Prospectus dated May 1, 2021 An individual flexible premium variable and index-linked life insurance policy issued by Equitable Financial Life Insurance Company (the “Company”, “we”, “our” and “us”), formerly AXA Equitable Life Insurance Company with variable investment options offered under the Company’s Separate Account FP. Index-linked life insurance policies are complex investment vehicles and you should speak with a financial professional about policy features, benefits, risks and fees and whether the policy is appropriate for you based on your financial situation and objectives. Additional information about certain investment products, including variable life insurance, has been prepared by the Securities and Exchange Commission’s staff and is available at Investor.gov. Please read this prospectus and keep it for future reference. It contains important information that you should know before purchasing, or taking any other action under a policy. Also, you should read the prospectuses for each Trust, which contain important information about the Portfolios. If you are a new investor in the policy, you may cancel your policy within 10 days of receiving it without paying fees or penalties. In some states, this cancellation period may be longer. In most states, we will refund the policy account value plus any charges that were deducted less any outstanding loan and accrued loan interest. In other states, we will refund the premiums that were paid, less any outstanding loan and accrued loan interest. You should review this prospectus, or consult with your investment professional, for additional information about the specific cancellation terms that apply. This prospectus describes the VUL OptimizerSM policy, but is not itself a policy. This prospectus is a disclosure document and describes all of the policy’s material features, benefits, rights and obligations, as well as other information. The description of the policy’s material provisions in this prospectus is current as of the date of this prospectus. If certain material provisions under the policy are changed after the date of this prospectus in accordance with the policy, those changes will be described in a supplement to this prospectus. You should carefully read this prospectus in conjunction with any applicable supplements. Certain optional features and benefits described in the prospectus may not be available at the time you purchase the policy. We reserve the right to restrict availability of any optional feature or benefit. In addition, not all optional features and benefits may be available in combination with other optional features and benefits. To make this prospectus easier to read, we sometimes use different words than the policy. The Company or your financial professional can provide any further explanation about your policy. For information about income, estate and gift taxes in connection with life insurance policies as well as possible estate and gift tax consequences, please see the Tax information section in this prospectus, including the information under “Estate, gift, and generation-skipping taxes”. What is VUL OptimizerSM ? VUL OptimizerSM provides life insurance coverage, plus the opportunity for you to earn a return in (i) our guaranteed interest option, (ii) an investment option we refer to as the Market Stabilizer Option®, if available, which is described in the separate Market Stabilizer Option® prospectus and/or (iii) one or more variable investment options set forth in Appendix: “Investment Options Available Under the policy” to this prospectus. The MSO gives you the opportunity to earn interest that we will credit based in part on the performance of the S&P 500 Price Return Index, excluding dividends, over approximately a one year period, although you could also experience a negative return and a significant loss of principal and previously credited interest. One of the investment options that may be available to you under your policy is the Market Stabilizer Option® (“MSO”). If you are interested in allocating amounts to the MSO, please refer to the separate MSO prospectus, which contain additional information relating to the MSO. If you did not receive an MSO prospectus and wish to obtain one, please call us at 1-800-777-6510 (for U.S. residents) or 1-704-341-7000 (outside of the U.S.). Amounts that you allocate under your policy to any of the variable investment options are invested in a corresponding “Portfolio” that is part of one of the trusts (the “Trusts”), which are mutual funds. Please see Appendix: “Investment Options Available Under the policy” to this prospectus for more detailed information about the Portfolios and the Trusts. Your investment results in a variable investment option will depend on those of the related Portfolio. Any gains will generally be tax deferred and the life insurance benefits we pay if the policy’s insured person dies will generally be income tax free. If you are the policy’s owner and the insured person, the death benefit will generally be includible in your estate for purposes of federal estate tax. Other choices you have. You have considerable flexibility to tailor the policy to meet your needs. For example, subject to our rules, you can (1) choose when and how much you contribute (as “premiums”) to your policy, (2) pay certain premium amounts to guarantee that your insurance coverage will continue for at least a certain number of policy years, regardless of investment performance, (3) borrow or #59624/AA & ADL withdraw amounts you have accumulated, (4) choose between two life insurance death benefit options, (5) increase or decrease the amount of insurance coverage, (6) elect to receive an insurance benefit if the insured person becomes terminally ill, and (7) obtain certain optional benefits that we offer by “riders” to your policy. 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. Replacing existing insurance with VUL OptimizerSM or another policy may not be to your advantage. You can contact us to find out more about any other insurance policy. Electronic delivery of shareholder reports (pursuant to Rule 30e-3). Beginning on January 1, 2021, as permitted by regulations adopted by the SEC, paper copies of the shareholder reports for portfolio companies available under your policy will no longer be sent by mail, unless you specifically request paper copies of the reports from the Company or from your financial intermediary. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications electronically from the Company by calling 1-800-777-6510 or by calling your financial intermediary. You may elect to receive all future reports in paper free of charge. You can inform the Company or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by calling 1-877-522-5035, by sending an email request to EquitableFunds@dfinsolutions.com, or by calling your financial intermediary. Your election to receive reports in paper will apply to all portfolio companies available under your policy. The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The policies are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal. Contents of this Prospectus Definitions of Key Terms 5 Important information you should consider about the VUL OptimizerSM policy 7 Overview of the policy 10 Fee Table 12 1. Principal Risks of Investing in the policy 18 Risks of investing in a policy 18 How the VUL OptimizerSM variable life insurance policy is available 18 2. The Company 19 How to reach us 20 About our Separate Account FP 20 Your voting privileges 21 About the Trusts 21 3. About the Portfolios of the Trusts 22 Portfolios of the Trusts 22 4. Payment of premiums and determining your policy’s value 24 How you can pay for and contribute to your policy 24 The minimum amount of premiums you must pay 25 You can guarantee that your policy will not terminate before a certain date 25 You can receive an accelerated death benefit under the Long-Term Care Services SM Rider 26 Investment options within your policy 26 Your policy account value 27 Customer loyalty credit 28 5. Transferring your money among our investment options 29 Transfers you can make 29 Transfers into and out of the MSO 29 How to make transfers 29 Our automatic transfer service 30 Our asset rebalancing service 30 “Financial professional” means the registered representative of either Equitable Advisors, LLC (Equitable Financial Advisors in MI and TN) or an unaffiliated broker dealer which has entered into a selling agreement with Equitable Distributors, LLC who is offering you this policy. When we address the reader of this prospectus with words such as “you” and “your,” we mean the person or persons having the right or responsibility that the prospectus is discussing at that point. This usually is the policy’s owner. If a policy has more than one owner, all owners must join in the exercise of any rights an owner has under the policy, and the word “owner” therefore refers to all owners. When we use the word “state” we also mean any other local jurisdiction whose laws or regulations affect a policy. This prospectus does not offer VUL OptimizerSM anywhere such offers are not lawful. The Company does not authorize any information or representation about the offering other than that contained or incorporated in this prospectus, in any current supplements thereto, or in any related sales materials authorized by the Company. 3 6. Death benefits and accessing your money 31 About your life insurance benefit 31 You can increase or decrease your insurance coverage 31 Alternative higher death benefit in certain cases 32 Your options for receiving policy proceeds 33 Accessing your money 34 Borrowing from your policy 34 Making withdrawals from your policy 36 Surrendering your policy for its net cash surrender value 36 7. Tax information 38 Basic income tax treatment for you and your beneficiary 38 Tax treatment of distributions to you (loans, partial withdrawals, and full surrender) 38 Tax treatment of Living Benefits Rider or Long-Term Care ServicesSM Rider under a policy with the applicable rider 40 Business and employer owned policies 40 Requirement that we diversify investments 41 Estate, gift, and generation-skipping taxes 41 Pension and profit-sharing plans 41 Split-dollar and other employee benefit programs 42 ERISA 42 3.8% Tax on Net Investment Income or “NII” 42 Our taxes 42 Tax withholding and information reporting 42 Possibility of future tax changes and other tax information 43 8. Other benefits available under the policy 44 Other benefits you can add by rider 48 Cash Value Plus Rider 48 Charitable Legacy Rider 49 Children’s Term Insurance Rider 49 Disability Deduction Waiver Rider 49 Disability Waiver of Premium or Monthly Deductions Rider 49 Living Benefits Rider 49 Loan Extension Endorsement 51 Long-Term Care ServicesSM Rider 51 Long-Term Care ServicesSM Rider — Nonforfeiture Benefit 56 No Lapse Guarantee Rider 57 Option to Purchase Additional Insurance 58 Substitution of Insured Person Rider 58 9. More information about policy charges 59 How we allocate charges among your investment options 59 Changes in charges 59 Deducting policy charges 59 Charges that the Trusts deduct 64 10. More information about procedures that apply to your policy 65 Your right to cancel within a certain number of days 65 Dates and prices at which policy events occur 65 policy issuance 66 Ways to make premium and loan payments 67 Assigning your policy 67 You can change your policy’s insured person 67 Requirements for surrender requests 68 Gender-neutral policies 68 Future policy exchanges 68 Broker transaction authority 68 11. More information about other matters 69 About our general account 69 Transfers of your policy account value 69 Telephone and Internet requests 70 COVID-19 71 Cybersecurity risks and catastrophic events 71 Suicide and certain misstatements 71 When we pay policy proceeds 72 Changes we can make 72 Reports we will send you 73 Distribution of the policies 73 Legal proceedings 76 12. Financial statements of Separate Account FP and the Company 77 13. Personalized illustrations 78 Illustrations of policy benefits 78 Appendices Investment Options Available Under the policy 79 Hypothetical illustrations 82 Calculating the alternate death benefit 87 State policy availability and/or variations of certain features and benefits 88 Requesting more information Statement of Additional Information 4 Definitions of Key Terms Alternative Death Benefit — the alternate higher death benefit is based upon the life insurance qualification test that you choose. We will automatically pay an alternative death benefit if it is higher than the basic death benefit option you have selected. Amount at Risk — our amount at risk on any date is the difference between (a) the death benefit that would be payable if the insured person died on that date and (b) the then total account value under the policy. Beneficiary — the person or entity you designate to receive the death benefit payable at the death of the Insured. Business Day — is generally any day the New York Stock Exchange (“NYSE”) is open for regular trading and generally ends at 4:00 p.m. Eastern Time (or as of an earlier close of regular trading). A business day does not include a day on which we are not open due to emergency conditions determined by the Securities and Exchange Commission. We may also close early due to such emergency conditions. Premium payments will be applied