485BPOS 1 tm2322609d1_485bpos.htm 485BPOS
As filed with the Securities and Exchange Commission on August 11, 2023.
 
Registration File No. 33-82570
811-04234
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM N-6
 
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
  
PRE-EFFECTIVE AMENDMENT NO.
 
POST-EFFECTIVE AMENDMENT NO. 43
and  
REGISTRATION STATEMENT UNDER THE INVESTMENT ACT OF 1940
PRE-EFFECTIVE AMENDMENT NO
POST-EFFECTIVE AMENDMENT NO. 67
Equitable America Variable Account L
(Exact Name of Trust)
 
Equitable Financial Life Insurance Company of America
(Name of Depositor)
 
525 Washington Blvd.
Jersey City, NJ 07310
(Address of Depositor’s Principal Executive Offices)
 
Depositor’s Telephone Number, Including Area Code: 212-554-1234
 

 
SHANE DALY
Vice President and Associate General Counsel
Equitable Financial Life Insurance Company of America
525 Washington Blvd.
Jersey City, NJ 07310
(212) 314-3914
(Name and Address of Agent for Service)
 
Please Send Copies of all Communications to:
DODIE C. KENT, ESQ.
Eversheds Sutherland (US) LLP
1114 Avenue of the Americas
New York, New York 10036-7703
 

 
Approximate Date of Proposed Public Offering: Continuous
 
It is proposed that this filing will become effective (check appropriate box)
 
  immediately upon filing pursuant to paragraph (b) of Rule 485.
  On ____________ pursuant to paragraph (b) of Rule 485.
  60 days after filing pursuant to paragraph (a)(1) of Rule 485.
  on ____________ pursuant to paragraph (a)(1) of Rule 485.
 
If appropriate, check the following box:
 
☐  this post-effective amendment designates a new effective date for a previously filed post-effective amendment
 
Title of Securities Being Registered:
Units of interests under separate account flexible premium variable universal life insurance policies.
 
 
 
 
Supplement dated August 11, 2023, to the Updating Summary Prospectus and Prospectus dated May 1, 2023, for MONY Custom Master variable annuity contracts issued by
Equitable Financial Life Insurance Company of America
Equitable America Variable Account A
 
Supplement dated August 11, 2023, to the Updating Summary Prospectus and Prospectus dated May 1, 2023, for MONY Custom Equity Master and MONY Equity Master variable universal life policies issued by
Equitable Financial Life Insurance Company of America
Equitable America Variable Account L
 
This Supplement amends certain information in your variable annuity contract (“Contract”) and variable universal life policy (“Policy”) prospectuses (the “Prospectus”). Please read this Supplement carefully and keep it with your Prospectus for future reference.
 
Important Notice Regarding the Reorganization of Several EQ Premier VIP Trust Portfolios
The Board of Trustees of the EQ Premier VIP Trust (the “VIP Trust”) approved a form of Agreement and Plan of Reorganization and Termination to reorganize VIP Trust Portfolios (the “Acquired Portfolio”) into newly created Portfolios (the Acquiring Portfolio”) of the EQ Advisors Trust (the “EQ Trust”) that are substantially identical to the Acquired Portfolios (the “Reorganizations”). The Reorganizations are subject to approval and will be submitted to Acquired Portfolio Contract/Policy Owners for their consideration at a special shareholder meeting to be held on or about October 23, 2023. If approved, the Reorganizations are expected to take place early November 2023 (the “Closing Date”).  The list of Acquired Funds and corresponding Acquiring Funds are shown in the table below:
VIP Trust – Acquired Portfolios
EQ Trust - Acquiring Portfolios*
EQ/Aggressive Allocation Portfolio
EQ/Aggressive Allocation Portfolio
EQ/Conservative Allocation Portfolio
EQ/Conservative Allocation Portfolio
EQ/Conservative-Plus Allocation Portfolio
EQ/Conservative-Plus Allocation Portfolio
EQ/Moderate Allocation Portfolio
EQ/Moderate Allocation Portfolio
EQ/Moderate-Plus Allocation Portfolio
EQ/Moderate-Plus Allocation Portfolio
* Equitable Investment Management Group, LLC serves as the investment adviser for the Acquired Portfolios and the Acquiring Portfolios and will continue to serve as the investment adviser for the Acquiring Portfolios after the Reorganizations.
Contract/Policy Owners of each Acquired Portfolio will vote separately on each Reorganization, and a Reorganization will only occur if approved. On the Closing Date, after the close of business, your Fund Value in the sub-account invested in each Acquired Portfolio at the time of the Reorganization will become invested in the sub-account that invests in the corresponding class of an Acquiring Portfolio, and the Acquired Portfolio will liquidate, cease operations, and will no longer be available for investment. You may continue to allocate or transfer into or out of the Acquired Portfolios until the Closing Date. Any allocation instruction you have on file that includes the Acquired Portfolios will be automatically updated with the corresponding Acquiring Portfolio after the Closing Date.
A combined Proxy Statement/Prospectus will be sent to Contract/Policy Owners invested in the Acquired Portfolios requesting their vote on the proposal, which will include a full discussion of the Reorganizations and the factors the Board of Trustees considered in approving the proposal.
Your rights and obligations under the Contract/Policy and your Fund Value will not change as a result of the Reorganizations. The fees and charges under the Contract/Policy will not change and there are no tax consequences to you as a result of the Reorganizations.
*     *     *
1

As of the Closing Date, this Supplement amends your Prospectus by removing all references to the Acquired Funds as Investment Options under the Contract. As of the Closing Date, the Acquiring Funds will be added as Investment Options under your Contract/Policy.
If you have any questions regarding this Supplement or if you wish to receive prospectuses for the Acquired Funds, or other Funds available under your Contract/Policy, you may contact us by writing or calling Protective Life at P.O. Box 1854, Birmingham, AL 35201-1854 or toll free at 800-487-6669. You may also obtain Acquired Fund and other Fund prospectuses online at www.protective.com/productprospectus by selecting your Contract/Policy then “Investment Options.” Please work with your financial representative to determine if your existing allocation instructions should be changed before or after the Closing Date.
 
2


Prospectus
(Included in Registrant’s Form N-6, File No. 033-82570 Accession No. 0001104659-23-047641 filed on April 20, 2023, supplemented on May 23, 2023, Accession No. 0001104659-23-063550 and incorporated by reference herein.)

SAI
(Included in Registrant’s Form N-6, File No. 033-82570 Accession No. 0001104659-23-047641 filed on April 20, 2023, supplemented on May 23, 2023, Accession No. 0001104659-23-063550 and incorporated by reference herein.)
 
 
 Item 30. Exhibits
 
(a)            Resolution of the Board of Directors of MONY Life Insurance Company of America authorizing establishment of MONY America Variable Account L, incorporated herein by reference to the Registration Statement filed on Form N-6 (File No. 333-102233) filed on December 27, 2002.
 
(b)            Not applicable.
 
 
 
 
 
 
 
 
 
 
 
 
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(d)            Form of policy, incorporated herein by reference to the registration statement on Form S-6 (File No. 33-82570) filed on August 8, 1994. Filed in paper.
 
   
   
 
 
 
 
 
 
  
  
  
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            (j)     Not Applicable
 
 
(l)                Not applicable.
 
(m)                Not applicable.
 
 
(o)            No financial statements have been omitted from the prospectus.
 
(p)                Not applicable
 
(r)                Form of Initial Summary Prospectus – Not Applicable
 
 
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Item 31. Directors and Officers of the Depositor
 
Name and Principal Business Address*
 
Position and Offices with Depositor
Francis Hondal
10050 W. Suburban Drive
Pinecrest, FL 33156
 
Director
Arlene Isaacs-Lowe
1830 South Ocean Drive, #1411
Hallandale, FL 33009
 Director
Daniel G. Kaye
767 Quail Run
Inverness, IL 60067
 Director 
Joan Lamm-Tennant
135 Ridge Common
Fairfield, CT 06824
 Director
Craig MacKay
England & Company
1133 Avenue of the Americas
Suite 2719
New York, NY 10036
 Director
Bertram L. Scott
3601 Hampton Manor Drive
Charlotte, NC 28226
 
Director
George Stansfield
AXA
25, Avenue Matignon
75008 Paris, France
 
Director
Charles G.T. Stonehill
Founding Partner
Green & Blue Advisors
20 East End Avenue, Apt. 5C
New York, New York 10028
 
Director
OFFICER-DIRECTOR
 
 
*Mark Pearson
 
Director and Chief Executive Officer
 
 
 
OTHER OFFICERS
 
 
*Nicholas B. Lane President
*José Ramón González
 
Chief Legal Officer and Secretary
*Jeffrey J. Hurd
 
Chief Operating Officer
*Robin M. Raju
 
Chief Financial Officer
*Michael B. Healy
 
Chief Information Officer
*Nicholas Huth
 
Chief Compliance Officer
*William Eckert
 
Chief Accounting Officer
*Darryl Gibbs 
 
Chief Diversity Officer
*David W. Karr
 
Signatory Officer
*Jessica Baehr
 
Signatory Officer
*Mary Jean Bonadonna  Signatory Officer
*Eric Colby
 
Signatory Officer
*Steven M. Joenk Chief Investment Officer
*Kenneth Kozlowski Signatory Officer
*Carol Macaluso Signatory Officer
*Hector Martinez Signatory Officer
*James McCravy Signatory Officer
*James Mellin Signatory Officer
*Hillary Menard Signatory Officer
*Kurt Meyers Deputy General Counsel and Signatory Officer
*Maryanne (Masha) Mousserie Signatory Officer
*Prabha ("Mary") Ng Chief Information Security Officer
*Anthony Perez  Signatory Officer
*Antonio Di Caro Signatory Officer
*Glen Gardner Deputy Chief Investment Officer
*Shelby Hollister-Share Signatory Officer
*Manuel Prendes Signatory Officer
*Meredith Ratajczak Chief Actuary
*Aaron Sarfatti Chief Risk Officer and Chief Strategy Officer
*Stephen Scanlon Signatory Officer
*Samuel Schwartz Signatory Officer
*Stephanie Shields Signatory Officer
*Joseph M. Spagnuolo Signatory Officer
*Gina Tyler Chief Communications Officer
*Constance Weaver Chief Marketing Officer
*Stephanie Withers Chief Auditor
*Yun ("Julia") Zhang Treasurer
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Item 32. Persons Controlled by or Under Common Control with the Depositor or Registrant
 
  No person is directly or indirectly controlled by the Registrant. The Registrant is a separate account of Equitable Financial Life Insurance Company of America, a wholly-owned subsidiary of Equitable Holdings, LLC.
 
(a)   The Equitable Holdings, Inc. — Subsidiary Organization Chart: Q1-2023 is incorporated herein by reference to the Post-Effective Amendment No.8 to the Form N-4 Registration Statement (File No. 333-248907), filed with the Commission on May 23, 2023.          
 
Item 33. Indemnification
 
The By-Laws of Equitable Financial Life Insurance Company of America (the “Corporation”) provide, in Article VI as follows:
 
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 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.
  
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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.
 
Insofar as indemnification for liability 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 for such liabilities  (other than the payment by the Registrant of expense 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.
 
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Item 34. Principal Underwriters
 

(a)  Equitable Advisors, LLC and Equitable Distributors, LLC are the principal underwriters for Separate Accounts 49, 70, A, FP, I and 45 of Equitable Financial, EQ Advisors Trust, and of Equitable America Variable Accounts A, K, L and 70A and AA. In addition, Equitable Advisors is the principal underwriter of Equitable Financial’s Separate Account 301.

 

(b)  Set forth below is certain information regarding the directors and principal officers of Equitable Advisors, LLC and Equitable Distributors, LLC.

 

(i)         EQUITABLE ADVISORS, LLC

 

NAME AND PRINCIPAL BUSINESS ADDRESS
 
POSITIONS AND OFFICES WITH UNDERWRITER
*David Karr Director, Chairman of the Board and Chief Executive Officer
*Nicholas B. Lane
 
Director
*Frank Massa
 
Director and President
*Aaron Sarfatti  Director
*Jessica Baehr Director
*Ralph E. Browning, II
 
Chief Privacy Officer
*Mary Jean Bonadonna
 
Chief Risk Officer
*Patricia Boylan
 
Broker Dealer Chief Compliance Officer
*Yun (“Julia”) Zhang
 
Director, Senior Vice President and Treasurer
*Nia Dalley Vice President and Chief Conflicts Officer
*Brett Esselburn  Vice President, Investment Sales and Financial Planning
*Gina Jones Vice President and Financial Crime Officer
*Page Pennell Vice President
*Sean Donovan Assistant Vice President
*Alan Gradzki Assistant Vice President
*Janie Smith Assistant Vice President
*James Mellin Chief Sales Officer
*Candace Scappator Assistant Vice President, Controller and Principal Financial Officer
*Prabha ("Mary") Ng Chief Information Security Officer
*Alfred Ayensu-Ghartey  Vice President
*Joshua Katz  Vice President
*Christopher LaRussa  Investment Advisor Chief Compliance Officer
*Christian Cannon Vice President and General Counsel
*Samuel Schwartz Vice President
*Dennis Sullivan Vice President 
* Michael Cole Vice President
*Constance (Connie) Weaver Vice President
*Tony Richardson Principal Operations Officer
*Michael Brudoley Secretary
*Christine Medy Assistant Secretary
*Francesca Divone Assistant Secretary
 
* Principal Business Address: 1290 Avenue of the Americas NY, NY 10140
 
(ii) EQUITABLE DISTRIBUTORS, LLC
 
NAME AND PRINCIPAL BUSINESS ADDRESS
 
POSITIONS AND OFFICES WITH UNDERWRITER
*Nicholas B. Lane
 
Director, Chairman of the Board and Chief Executive Officer
*Jessica Baehr  Director, Executive Vice President and Head of Group Retirement
*Hector Martinez
 
Director, Executive Vice President and Head of Life Business
*Eric Brown
 
Senior Vice President
*James Crimmins  Senior Vice President
*James Daniello  Senior Vice President
*Michael B. Healy
 
Senior Vice President
*Patrick Ferris  Senior Vice President
*Brett Ford
 
Senior Vice President
*Bernard Heffernon
 
Senior Vice President
*David Kahal Senior Vice President
*Fred Makonnen  Senior Vice President
*Matthew Schirripa Senior Vice President
*David Veale Senior Vice President
*Arielle D’ Auguste         Vice President and General Counsel
*Alfred D’Urso Vice President and Chief Compliance Officer
*Mark Teitelbaum Senior Vice President
*Candace Scappator Vice President, Chief Financial Officer, Principal Financial Officer and Principal Operations Officer
*Gina Jones Vice President and Financial Crime Officer
*Yun (“Julia”) Zhang Senior Vice President and Treasurer
*Francesca Divone Secretary
*Richard Frink  Senior Vice President
*Michael J. Gass  Vice President
*Kathi Gopie  Vice President
*Timothy Jaeger Vice President
*Jeremy Kachejian Vice President
*Laird Johnson  Vice President
*Enrico Mossa  Assistant Vice President
*James C. Pazareskis Assistant Vice President
*Caitlin Schirripa Assistant Vice President
*Samuel Schwartz Vice President
*Greg Seavey Vice President
* Michael Cole Assistant Treasurer
*Stephen Scanlon Director, Executive Vice President and Head of Individual Retirement
*Prabha ("Mary") Ng Senior Vice President and Chief Information Security Officer
*Michael Brudoley Assistant Secretary
*Christine Medy  Assistant Secretary
 

* Principal Business Address: 1290 Avenue of the Americas NY, NY 10140

 

(Name of Principal
Underwriter

 

Net Underwriting
Discounts and Commissions

 

Compensation on
Redemption

 

Brokerage
Commissions

 

Other
Compensation

Equitable Advisors

 

N/A

 

$0

 

$0

 

$0

Equitable Distributors, LLC   N/A   $0   $0   $0
 
Item 35. Location of Accounts and Records
 
Information about the location of accounts and records was provided in the Separate Account's most recent report on Form N-CEN.
 
Item 36. Management Services
 
Not applicable.
 
Item 37. Fee Representation
 
Equitable Financial Life Insurance Company of America represents that the fees and charges deducted under the Contract, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred and the risks assumed by Equitable Financial Life Insurance Company of America.
 
C-11

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment to the Registration Statement on Form N-6 to be signed on its behalf by the undersigned, duly authorized, in the City of New York and the State of New York, on August 11, 2023.
 
     
 
Equitable America Variable Account L
(Registrant)   
 
     
  By: /s/ Shane Daly
    Shane Daly
    Vice President and Associate General Counsel
Equitable Financial Life Insurance Company of America
     
 
Equitable Financial Life Insurance Company of America
(Depositor)  
                  
     
 
By:
/s/ Shane Daly
    Shane Daly
   
Vice President and Associate General Counsel
Equitable Financial Life Insurance Company of America
 
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement on Form N-6 has been signed by the following persons in the capacities and on the date indicated:
 
PRINCIPAL EXECUTIVE OFFICER:
 
 
 
 
 
 
 
Chief Executive Officer and Director
*
 
Mark Pearson
 
 
 
 
 
PRINCIPAL FINANCIAL OFFICER:
 
 
 
 
 
 
 
 
*
 
Chief Financial Officer
Robin Raju
 
 
 
 
 
 
 
 
 
 
 
PRINCIPAL ACCOUNTING OFFICER:
 
 
 
 
 
 
 
Chief Accounting Officer
*
 
William Eckert
 
 
 
*DIRECTORS:
       
         
Francis Hondal
 
Craig MacKay
 
Charles G.T. Stonehill
Daniel G. Kaye
 
Bertram L. Scott
 
Mark Pearson
Joan Lamm-Tennant
  George Stansfield   Arlene Isaacs-Lowe
       
         
 
*BY:
/S/ SHANE DALY
 
 
Shane Daly
Attorney-in-Fact
August 11, 2023
 
 
 
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EXHIBIT INDEX
 
 
 
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