REGISTRATION NO. 333-
Filed with the Securities and Exchange Commission on February 14, 2020.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ARIZONA
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
6311
(PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER)
86-0222062
(I. R. S. EMPLOYER IDENTIFICATION NUMBER)
525 WASHINGTON BOULEVARD
JERSEY CITY, NJ 07310
(212) 554-1234
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANTS PRINCIPAL EXECUTIVE OFFICES)
SHANE DALY
VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
AXA EQUITABLE 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)
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, 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 post-effective amendment filed pursuant to Rule 462 (d) 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. ☐
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus contained herein also relates to Registration Statement No. 333-223704. Upon effectiveness, this Registration Statement, which is a new Registration Statement, will also act as a post-effective amendment to such earlier Registration Statement.
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. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | [ ] | Accelerated filer | [ ] | |||
Non-accelerated filer | ☒ (do not check if a smaller reporting company) |
Smaller reporting company | [ ] | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act . ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of securities to be registered |
Amount to be registered(1) |
Proposed maximum offering price per unit(1) |
Proposed maximum aggregate offering price(1) |
Amount of registration fee(2) | ||||
Interests in Variable Indexed Options |
$[1] | $N/A | $N/A | $[0] | ||||
Life Insurance Company |
| | | None | ||||
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(1) | An indeterminate number or amount of interests in the Market Stabilizer Option(R) of Equitable Financial Life Insurance Company of America that may from time to time be issued at indeterminate prices, in U.S. dollars. Units of interest are only sold in U.S. dollar amounts. In no event will the aggregate maximum offering price of all securities issued pursuant to this registration statement exceed $[86,770,108]. |
(2) | Prior to the filing of this Registration Statement, $[86,770,108] of securities of the registrant remained registered and unsold, pursuant to Registration Statement File No. 333-223704 on Form S-1 and are being carried forward pursuant to Rule 415(a)(6). |
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.
Market Stabilizer Option® Available Under Certain Variable Life Insurance Policies Issued by Equitable Financial Life Insurance Company of America
Prospectus dated May 1, 2020
Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing or taking any other action under your policy. This Prospectus supersedes all prior prospectuses. Also, this Prospectus must be read along with the appropriate variable life insurance policy prospectus. This Prospectus is in addition to the appropriate variable life insurance policy prospectus and all information in the appropriate variable life insurance policy prospectus continues to apply unless addressed by this Prospectus.
The 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 contracts 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.
EVM-109 (5/20) | Cat # 235457 | |
NB (IL Leg II/IL Leg III and IL Optimizer III VUL Legacy, VUL Optimizer - all states except NY and PR) | #844139 |
When we address the reader of this Prospectus with words such as you and your, we mean the person who has the right or responsibility that the Prospectus is discussing at that point. This is usually the policy owner.
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MSO Charges | When Charge is Deducted | Current Non-guaranteed | Guaranteed Maximum | |||
Variable Index Benefit Charge(1) | On Segment Start Date | 0.75% | 0.75% | |||
Variable Index Segment Account Charge(1) | At the beginning of each policy month during the Segment Term | 0.65% | 1.65% | |||
Total | 1.40% | 2.40% |
Other | When Charge is Deducted | Maximum Spread Percentage that May be Deducted | ||||
Loan Interest Spread(2) for Amounts of Policy Loans Allocated to MSO Segment | On each policy anniversary (or on loan termination, if earlier) | Oregon policies: 2% (for Incentive Life Legacy® II only) All other policies: 5% |
Other | When Charge is Deducted | Maximum Amount that May be Deducted | ||||
Early Distribution Adjustment | On surrender or other distribution (including loan) from an MSO Segment prior to its Segment Maturity Date | 75% of Segment Account Value(3) |
(1) | These charges represent annual rates. |
(2) | We charge interest on policy loans but credit you with interest on the amount of the policy account value we hold as collateral for the loan. The spread is the difference between the interest rate we charge you on a policy loan and the interest rate we credit to you on the amount of your policy account value that we hold as collateral for the loan. |
(3) | The actual amount of an Early Distribution Adjustment is determined by a formula that depends on, among other things, how the Index has performed since the Segment Start Date, as discussed in detail under Early Distribution Adjustment later in this Prospectus. The maximum amount of the adjustment would occur if there is a total distribution at a time when the Index has declined to zero. |
This fee table applies specifically to the MSO and should be read in conjunction with the fee table in the appropriate variable life insurance policy prospectus.
The base variable life insurance policys mortality and expense risk charge will also apply to a Segment Account Value or any amounts held in the MSO Holding Account. The mortality and expense risk charge is part of the policy monthly charges. Please see How we deduct policy monthly charges during a Segment Term for more information. Please refer to the appropriate variable life insurance policy prospectus for more information.
Changes in charges
Any changes that we make in our current charges or charge rates will be on a basis that is equitable to all policies belonging to a given class, and will be determined based on reasonable assumptions as to expenses, mortality, investment income, lapses and policy and contract claims associated with morbidity. For the sake of clarity, the assumptions referenced above include taxes, the cost of hedging, longevity, volatility, other market conditions, surrenders, persistency, conversions, disability, accident, illness, inability to perform activities of daily living, and cognitive impairment, if applicable. Any changes in charges may apply to then in force policies, as well as to new policies. You will be notified in writing of any changes in charges under your policy.
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4. Description of the Market Stabilizer Option®
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5. Distribution of the policies
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Appendix I: Policy/rider variations
This Appendix reflects policy/rider variations that differ from what is described in this rider or in your prospectus but may have been in effect at the time your policy/rider was issued. If you purchased your policy/rider during the Approximate Time Period below, the noted variation may apply to you. Your policy/rider may have been available in your state past the approximate end date indicated below. For more information about your particular features, charges and options available under your policy/rider based upon when you purchased it, please contact your financial professional and/or refer to your policy/rider.
Approximate time Period | Feature/benefit | Variation | ||
November 18, 2013 to present | Guaranteed interest option (GIO) limitation | The Company will not exercise its right to limit the amounts that may be allocated and or transferred to the guaranteed interest option (policy guaranteed interest option limitation). All references to the policy guaranteed interest option limitation in your prospectus, and/or in your policy and/or in the endorsements to your policy, are not applicable. | ||
September 19, 2009 November 18, 2013 | Guaranteed interest option (GIO) limitation | Any reference to the policy guaranteed interest option limitation is inapplicable. |
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Appendix II: Early Distribution Adjustment Examples
Hypothetical Early Distribution Adjustment Examples
A. Examples of Early Distribution Adjustment to determine Segment Distribution Value
The following examples represent a policy owner who has invested in both Segments 1 and 2. They are meant to show how much value is available to a policy owner when there is a full surrender of the policy by the policy owner or other full distribution from these Segments as well as the impact of Early Distribution Adjustments on these Segments. The date of such hypothetical surrender or distribution is the Valuation Date specified below and, on that date, the examples assume 9 months remain until Segment 1s maturity date and 3 months remain until Segment 2s maturity date.
Explanation of formulas and derivation of Put Option Factors is provided in notes (1)-(3) below.
Division of MSO into Segments |
Segment 1 (Distribution after 3 months) |
Segment 2 (Distribution after 9 months) |
Total | |||
Start Date |
3rd Friday of July, Calendar Year Y | 3rd Friday of January, Calendar Year Y | ||||
Maturity Date |
3rd Friday of July, Calendar Year Y+1 | 3rd Friday of January, Calendar Year Y+1 | ||||
Segment Term |
1 year | 1 year | ||||
Valuation Date |
3rd Friday of October, Calendar Year Y | 3rd Friday of October, Calendar Year Y | ||||
Initial Segment Account |
1,000 | 1,000 | 2,000 | |||
Variable Index Benefit Charge |
0.75% | 0.75% | ||||
Remaining Segment Term |
9 months / 12 months = 9/12 = 0.75 | 3 months / 12 months = 3/12 = 0.25 |
Example I The Index is down 10% at the time of the Early Distribution Adjustment
Change in Index Value | 10% | 10% | Total | |||
Put Option Factor |
0.020673 | 0.003425 | ||||
Early Distribution Adjustment |
Put Option Component: 1000 * 0.020673 = 20.67 Charge Refund Component: 1000 * 0.75 * (0.0075 / (1 0.0075)) = 5.67 Total EDA: 20.67 5.67 = 15.00 |
Put Option Component: 1000 * 0.003425 = 3.43 Charge Refund Component: 1000 * 0.25 * (0.0075 / (1 0.0075)) = 1.89 Total EDA: 3.43 1.89 = 1.54 |
16.54 | |||
Segment Distribution Value |
1000 15.00 = 985.00 | 1000 1.54 = 998.46 | 1,983.46 | |||
% change in principal due to the Put Option Component | -2.067% | -0.343% | ||||
% change in principal due to the Charge Refund Component | 0.567% | 0.189% | ||||
Total % change in Segment Account Value due to the EDA | -1.50% | -0.15% |
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Example II The Index is up 10% at the time of the Early Distribution Adjustment
Change in Index Value | 10% | 10% | Total | |||
Put Option Factor |
0.003229 | 0.000037 | ||||
Put Option Component: 1000 * 0.003229 = 3.23 Charge Refund Component: 1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67 Total EDA: 3.23 5.67 = 2.44 |
Put Option Component: 1000 * 0.000037 = 0.04 Charge Refund Component: 1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89 Total EDA: 0.04 1.89 = 1.85 |
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Early Distribution Adjustment |
4.29 | |||||
Segment Distribution Value |
1000 (2.44) = 1002.44 | 1000 (1.85) = 1001.85 | 2,004.29 | |||
% change in principal due to the Put Option Component | -0.323% | -.004% | ||||
% change in principal due to the Charge Refund Component | 0.567% | 0.189% | ||||
Total % change in Segment Account Value due to the EDA | 0.244% | 0.185% |
Example III The Index is down 40% at the time of the Early Distribution Adjustment
Change in Index Value | 40% | 40% | Total | |||||
Put Option Factor |
0.163397 | 0.152132 | ||||||
Early Distribution Adjustment |
Put Option Component: 1000 * 0.163397 = 163.40 Charge Refund Component: 1000 * 0.75 * (0.0075 / (1 0.0075)) = 5.67 Total EDA: 163.40 5.67 = 157.73 |
Put Option Component: 1000 * 0.152132 = 152.13 Charge Refund Component: 1000 * 0.25 * (0.0075 / (1 0.0075)) = 1.89 Total EDA: 152.13 1.89 = 150.24 |
307.97 | |||||
Segment Distribution Value |
1000 157.73 = 842.27 | 1000 150.24 = 849.76 | 1,692.03 | |||||
% change in principal due to the Put Option Component | -16.34% | -15.213% | ||||||
% change in principal due to the Charge Refund Component | 0.567% | 0.189% | ||||||
Total % change in Segment Account Value due to the EDA | -15.773% | -15.024% |
Example IV The Index is up 40% at the time of the Early Distribution Adjustment
Change in Index Value | 40% | 40% | Total | |||
Put Option Factor |
0.000140 | 0.000000 | ||||
Early Distribution Adjustment |
Put Option Component: 1000 * 0.000140 = 0.14 Charge Refund Component: 1000 * 0.75 * (0.0075 / (1 0.0075)) = 5.67 Total EDA: 0.14 5.67 = 5.53 |
Put Option Component: 1000 * .000000 = 0.00 Charge Refund Component: 1000 * 0.25 * (0.0075 / (1 0.0075)) = 1.89 Total EDA: 0.00 1.89 = 1.89 |
7.42 | |||
Segment Distribution Value |
1000 (5.53) = 1005.53 | 1000 (1.89) = 1001.89 | 2,007.42 | |||
% change in principal due to the Put Option Component | -0.014% | 0% | ||||
% change in principal due to the Charge Refund Component | 0.567% | 0.189% | ||||
Total % change in Segment Account Value due to the EDA | 0.553% | 0.189% |
(1) | Early Distribution Adjustment = (Segment Account Value) x [ (Put Option Factor) (Number of days between Valuation Date and Maturity Date) /( Number of days between Start Date and Maturity Date) x ( 0.0075 / (1 0.0075) )]. The denominator of the charge refund component of this formula, i.e., (1 0.0075), is an adjustment that is necessary in order for the pro rata refund of the Variable Index Benefit Charge to be based on the gross amount on which that charge was paid by the policy owner on the Segment Start Date. |
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(2) | Segment Distribution Value = (Segment Account Value) (Early Distribution Adjustment). |
(3) | Derivation of Put Option Factor: In practice, the Put Option Factor will be calculated based on a Black Scholes model, with input values which are consistent with current market prices. We will utilize implied volatility quotes the standard measure used by the market to quote option prices as an input to a Black Scholes model in order to derive the estimated market prices. The input values to the Black Scholes model that have been utilized to generate the hypothetical examples above are as follows: (1) Implied volatility 25%; (2) Libor rate corresponding to remainder of segment term 1.09% annually; (3) Index dividend yield 2% annually. |
B. | Example of an Early Distribution Adjustment corresponding to a loan allocated to Segments, for the Segment Distribution Values and Segment Account Values listed above for a change in Index Value of 40% |
This example is meant to show the effect on a policy if, rather than a full distribution, you took a loan in the circumstances outlined in Example III above when the Index is down 40%. Thus the policy owner is assumed to have an initial Segment Account Value of 1,000 in each of Segment 1 and Segment 2. It is also assumed that 9 months remain until Segment 1s maturity date and 3 months remain until Segment 2s maturity date.
Loan Amount: 750
Loan Date: 3rd Friday of October, Calendar Year Y
Explanation of formulas is provided in notes (a)-(d) below.
The Index is down 40% at the time of the Early Distribution Adjustment
Change in Index Value | 40% | 40% | Total | |||
Segment Account Value before Loan |
1,000.00 | 1,000.00 | 2,000.00 | |||
Loan Allocation(a) |
373.34 | 376.66 | 750.00 | |||
Early Distribution Adjustment(b) |
69.91 | 66.59 | 136.55 | |||
Segment Account Value after Loan(c) |
556.73 | 556.72 | 1,113.45 | |||
Segment Distribution Value after Loan(d) |
468.93 | 473.10 | 942.03 |
(a) | When more than one Segment is being used, we would allocate the loan between the Segments proportionately to the Segment Distribution Value in each. We take the Segment Distribution Value of each Segment (shown in Example III above) and divide it by the total Segment Distribution Values for Segments 1 and 2. This gives us the proportionate amount of the loan that should be allocated to each Segment. For example, for Segment 1, that would be 750 x (842.27/1,692.03) = 373.34 |
(b) | This is the Early Distribution Adjustment that would be deducted from each Segment, as a result of the loan, based on the amount of the loan that is allocated to that Segment. It is equal to a percentage of the Early Distribution Adjustment that would apply if a full distribution from the Segment were being made, rather than only a partial distribution. This percentage would be 44.32545% for Segment 1 in this example: i.e., 373.34 (the amount of reduction in Segment Distribution Value as a result of the loan) divided by 842.27 (the Segment Distribution Value before the loan). Thus, the Early Distribution Adjustment that is deducted for Segment 1 due to the loan in this example would be 69.91 (i.e., 44.32545% of the 157.73 Early Distribution adjustment shown in Example III above that would apply if a full rather than only a partial distribution from the Segment were being made). Of this 69.91, 72.43 would be attributable to the Put Option Component and -2.51 would be attributable to the Charge Refund Component (which are calculated by applying 44.32545% to the 163.40 Put Option Component and the 5.67 Charge Refund Component shown in Example III). Similarly, the Early Distribution Adjustment deducted as a result of the loan from Segment 2 would be 66.59, of which 67.43 would be attributable to the Put Option Component and -0.84 would be attributable to the Charge Refund Component. |
(c) | The Segment Account Value after Loan represents the Segment Account Value before Loan minus the Loan Allocation and the Early Distribution Adjustment. For example, for Segment 1, that would be 1,000 373.34 69.93 = 556.73. |
(d) | Segment Distribution Value after Loan represents the amount a policy owner would receive from a Segment if they decided to surrender their policy immediately after this loan transaction. We would take the pre-loan Segment Distribution Value (shown in Example III above) and subtract the Loan Allocation. For example, for Segment 1, that would be 842.27 373.34 = 468.93. |
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PART II
ITEM 13. | OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION |
ITEM OF EXPENSE |
ESTIMATED EXPENSE |
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Registration fees |
$ | [0 | ] | |
Federal taxes |
N/A | |||
State taxes and fees (based on 50 state average) |
N/A | |||
Trustees fees |
N/A | |||
Transfer agents fees |
N/A | |||
Printing and filing fees |
$ | 50,000 | * | |
Legal fees |
N/A | |||
Accounting fees |
N/A | |||
Audit fees |
$ | 20,000 | * | |
Engineering fees |
N/A | |||
Directors and officers insurance premium paid by Registrant |
N/A |
* | Estimated expense. |
ITEM 14. | INDEMNIFICATION OF DIRECTORS AND OFFICERS |
The By-Laws of Equitable Financial Life Insurance Company of America provide, in Article VI as follows:
ARTICLE VI
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
SECTION 1. NATURE OF INDEMNITY. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably
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entitled to indemnity.
The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of no contest or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
SECTION 6. SURVIVAL; PRESERVATION OF OTHER RIGHTS. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of Title 10, Arizona Revised Statutes are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such director, officer, employee or agent.
The indemnification provided by this Article shall not be deemed exclusive of any other right to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
SECTION 7. INSURANCE. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this By-Law.
The directors and officers of Equitable Financial Life Insurance Company of America are insured under policies issued by X.L. Insurance Company, Arch Insurance Company, Endurance Specialty Insurance Company, U.S. Specialty Insurance, St. Paul Travelers, Chubb Insurance Company, AXIS Insurance Company and Zurich Insurance Company. The annual limit on such policies is $105 million, and the policies insure officers and directors against certain liabilities arising out of their conduct in such capacities.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
None
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1) Underwriting Agreement.
(2) Not Applicable.
(3)(i) Articles of Incorporation.
(3)(ii) By-Laws.
(4) Form of contract.
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(5) Opinion and consent of counsel regarding legality
(a) Opinion and consent of Shane Daly as to the legality of securities being registered, filed herewith.
(8) Not Applicable.
(9) Not Applicable.
(10) Material Contracts.
(11) Not Applicable.
(12) Not Applicable.
(15) Not Applicable.
(16) Not Applicable.
(21) Not Applicable.
(23) Consents of Experts and Counsel.
(a) Consent of independent registered public accounting firm, to be filed by Amendment.
(24) Powers of Attorney.
(a) Powers of Attorney, filed herewith.
(25) Not Applicable.
(26) Not Applicable.
101.INS |
XBRL Instance Document, to be filed by Amendment. | |
101.SCH |
XBRL Taxonomy Extension Schema Document, to be filed by Amendment. | |
101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document, to be filed by Amendment. | |
101.LAB |
XBRL Taxonomy Label Linkbase Document, to be filed by Amendment. | |
101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document, to be filed by Amendment. | |
101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document, to be filed by Amendment. |
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ITEM 17. | UNDERTAKINGS |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | to include any prospectus required by section 10 (a) (3) of the Securities Act of 1933; |
(ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; |
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided, however, that paragraphs (a) (1) (i), (a) (1) (ii) and (a) (1) (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15 (d) of the Securities Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424 (b) that is part of this Registration Statement.
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 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. |
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(5) | That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
(b) | 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. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 14th day of February, 2020.
Equitable Financial Life Insurance Company of America | ||
(Registrant) | ||
By: | /s/ Shane Daly | |
Shane Daly | ||
Vice President and Associate General Counsel Equitable Financial Life Insurance Company of America |
Pursuant to requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:
PRINCIPAL EXECUTIVE OFFICER: | ||
*Mark Pearson | Chief Executive Officer and Director | |
PRINCIPAL FINANCIAL OFFICER: | ||
*Anders B. Malmstrom | Senior Executive Vice President and Chief Financial Officer | |
PRINCIPAL ACCOUNTING OFFICER: | ||
*William Eckert | Senior Vice President, Chief Accounting Officer and Controller |
*DIRECTORS: | ||||
Ramon de Oliveira Daniel G. Kaye |
Kristi Matus Mark Pearson Bertram Scott |
Charles G.T. Stonehill George Stansfield |
*By: | /s/ Shane Daly | |
Shane Daly | ||
Attorney-in-Fact |
February 14, 2020
STATE OF ARIZONA Office of the Corporation COMMISSION The Executive Director of the Arizona Corporation Commission does hereby certify that the attached copy of the following document: RESTATED ARTICLES, 12/13/2019 consisting of 7 pages, is a true and complete copy of the original of said document on file with this office for: EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA ACC file number: 00754475 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Arizona Corporation Commission on this 17 Day of January, 2020 A.D. Matthew Neubert, Executive Director by: BRYAN ARNOLD
20010311337577 Arizona Corporation Commission- RECEIVED: 1/3/2020 20010311337577 Arizona Corporation Commission- FILED: 12/13/2019 DO NOT WRITE ABOVE THIS Line; RESERVED FOR ACC USE Only . CERTIFICATE CONCERNING RESTATED ARTICLES OF INCORPORATION FOR-PROFIT CORPORATION Read the Instructions C012i 1. ENTITY NAME- give the exact name of the corporation as currently shown in A.C.C. records: MONY Life Insurance Company of America 00754475
2. A.C.C. FILE NUMBER: Find The A. C. C. file number on the upper corner of filed documents or on our website at: http://www.azcc.gov/Divisions/corporations 3. DATE OF ADOPTION- date on which the restated Articles were adopted :12 /10/2019 4. APPROVAL OF RESTATED ARTICLES- check 4.1 or 4 .2 (not both) and follow instructions:
4.1 ☐ The restated Articles were approved by the board of directors without shareholder action, and shareholder approval was not required or no shares have been issued - go to number 6. 4.2 ☐ The restated Articles contain one or more amendments that required shareholder approval - continue with number 5. 5. APPROVAL OF AMENDMENTS BY SHAREHOLDERS -if 4 ..2 Is checked, check the appropriate box below concerning shareholder approval of the restated Articles with amendments and follow instructions (review the instructions C012i for Information about voting groups): Î Approved by shareholders but not voting groups- complete numbers 5.1 and 5 .2. ☐ Approved by shareholders and voting groups- complete numbers 5.1, 5.2, and 5 .3. ☐ Approved by voting group(s) only- complete numbers 5.1 and 5.3. 5.1 Shares- list below each class and/or series of shares and the total number of outstanding shares for each class or series (example : common stock, 100 shares). If more space is needed, check this box ☐ and complete and attach the Shares ls.sued .Attachment form C097. Common class class class class class series series series series series Total Total Total Total Total 2,500,000 Arizona Corporation Commission- Corporation page 1 of 2 rev 2010
20010311337577 5.2 Shareholder approval all blanks must be filled in: total votes entitled to be cast 2,500,000 votes in favor that were sufficient for approval of amendments Votes against amendments 2,500,000 0 5.3 Voting groups all blanks must be filled in for each voting group. Review the Instructions C012i for information on voting groups. If more space is needed, check this box and complete and attach the Voting Attachment form C089. Voting Group (class / Series) Total votes in voting group Indisputable votes at meeting Votes in favor that were sufficient for approval of amendments Votes against amendments 6. The Restated Articles or Amended and restated Articles must be attached to or submitted with this Certificate. Signature: By checking the box marked I accept below, I acknowledge under penalty of perjury that this document together with any attachments is submitted in compliance with arizona law. I Accept Rosa G. Iturbides 1/03/2020 signature printed name Date Required check only one: I am the Chairman of the Board of Directors of the corporation filing this document. I am a duly-authorized Officer of the corporation filing this document. I am a duly authorized bankruptcy trustee, receiver, or other court-appointed fiduciary for the corporation filing this document. Filing Fee: $25.00 (regular processing) Expedited processing add $35.00 to filing fee. All fees are nonrefundable see instructions. Mail: Arizona Corporation Commission Corporate Filings Section 1300 W. Washington St., Phoenix, Arizona 85007 Fax: 602-542-4100 Please be advised that A.C.C. forms reflect only the minimum provisions required by statute. You should seek private legal counsel for those matters that may certain to the individual needs of your business. All documents filed with the Arizona Corporation are public record and are open for public inspection. If you have questions after reading the Instructions, Please call 602-542-3026 or (within Arizona only) 800-345-5819. c012 001 Rev 2010 Arizona Corporation Commission - corporations Division Page 2 of 2
20010311337577 STATE OF ARIZONA ARTICLES OF RESTATEMENT AND AMENDMENT OF MONY LIFE INSURANCE COMPANY OF AMERICA FIRST: The name of the Corporation is mony life insurance company of America. Second: The document attached hereto as exhibit a sets forth the articles of incorporation fully restated to include all amendments to the articles of incorporation through the date of filing this document. The restatement was adopted by the shareholder of the corporation on December 4, 2019. The restatement shall become effective on December 10, 2019.
Third: The number of shares outstanding at the time of such adoption was 2,500,000 and the number of shares entitled to vote thereon was 2,500,000. Fourth: The corporation has outstanding only a single Class of stock. Fifth: The number of shares voted for the amendments was 2,500,000 and the number of shares voted against the amendments was -0-. Sixth: The amendments do not affect any exchange, reclassificiation, or cancellation of issued shares. Seventh: The amendments do not effect a change in the amount of stated capital. Dated: 12/11, 2019 Mony life insurance company of America Name: Nicholas b. lane Title: president Name: dave s. hattem Title: senior executive vice president and secretary PROPOSED ARTICLES AND/OR AMENDMENT(S) APPEAR TO CONFORM TO ARIZONA INSURANCE STATUTES THE NAME IS NOT NOW IN CONFLICT WITH THAT OF ANY INSURER AUTHORIZED TO TRANSACT INSURANCE IN ARIZONA ON THIS DATE DECEMBER 11, 2019. DOCUMENT(S) CONSIST(S) OF 5 PAGES. BY AUTHORIZED REPRESENTIVE FOR THE DIRECTOR OF INSURANCE STATE OF ARIZONA 839899
20010311337577) ) SS. COUNTY OF NEW YORK ) STATE OF NEW YORK) The foregoing instrument was acknowledged before me this 11th day of December, 2019 by Nicholas B. Lane, president, and, Dave S. Hattem, Secretary, of MONY Life insurance Company of America, an Arizona corporation, on behalf of the corporation. Notary Public My Commission Expire: 8/19/2023 Christine Medy Notary Public State of New York No. 01ME6396112 Qualified in Kings County My Commission Expires Aug. 19, 2023
20010311337577
EXHIBIT A
ARTICLES OF RESTATEMENT OF THE
ARTICLES OF INCORPORATION OF
EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA
The Articles of Incorporation are amended and restated to read as follows:
1. Name. The name of the Corporation is Equitable Financial Life Insurance Company of America.
2. Purpose. The purpose for which this Corporation is organized is the transaction of business as a domestic life and disability insurer pursuant to the provisions of Title 20, Arizona Revised Statutes and the transaction of any and all lawful business for which corporations may be incorporated under Arizona law. ·
3. Initial Business. The Corporation initially intends to conduct the business of a domestic life and disability insurer.
4. Authorized Capital. The Corporation shall have authority to issue 5,000,000 shares of common stock, par value $1.00 per share.
5. Statutory Agent. The name and address of the statutory agent of the Corporation is Joseph M. Hennelly, Jr., 3030 N. Third Street, Suite 790, Phoenix, Arizona 85012.
6. Directors. The number of persons to serve on the Board of Directors shall be fixed by the By-Laws but shall not be less than five nor more than fifteen. The names and addresses of the Corporations first directors are included within the original incorporation documents of the Corporation, which are hereby incorporated by reference.
7. Annual Meeting. The annual meeting of shareholders of the Corporation shall be held on such date each year as shall be specified in the By-Laws or by resolution of the Board of Directors and if not so specified, then the third Wednesday in May of each year, or on the next succeeding day if such day be a holiday.
8. Principal and other Places of Business. The principal place of business of the Corporation shall be located at 3030 N. Third Street, Suite 790, Phoenix, Arizona 85012, but the Corporation shall be authorized to transact business and maintain places of business in all the counties of the State of Arizona and elsewhere throughout the world.
9. Indebtedness Limitations. There shall not be any limitations on the Corporations indebtedness.
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10. Assessment. The stock of the Corporation shall not be liable to assessment, except as provided by Article 14, Section 11 of the Constitution of the State of Arizona.
11. Incorporators. The names and addresses of the incorporators of the Corporation at the time of the original incorporation are included within the original incorporation documents of the Corporation, which are hereby incorporated by reference.
12. Distributions from Capital Surplus. The Board of Directors of the Corporation may, from time to time, distribute on a pro rata basis to its shareholders out of the capital surplus of the Corporation a portion of its assets, in cash or property, but only to the extent that such surplus exceeds the surplus required to be maintained by a domestic life and disability insurer and as permitted by applicable law.
13. Indemnification of Officers, Directors, Employees and Agents. (a) Each person who is or was or had agreed to become a Director or officer of the Corporation, and each person who is or was serving or who had agreed to serve at the request of the Board of Directors or an officer of the Corporation as a director or officer of another corporation (including, without limitation, the Corporations subsidiaries), partnership, joint venture, trust, employee benefit plan or other enterprise (including the heirs, executor, administrators or estate of such person), shall be indemnified by the Corporation and (b) each person who is or was or who had agreed to become an employee or agent of the Corporation or who is or was serving or who had agreed to serve at the request of the Board of Directors or an officer of the Corporation as a director or officer of another corporation (including, without limitation, the Corporations subsidiaries), partnership, joint venture, trust, employee benefit plan or other enterprise (including the heirs, executor, administrators or estate of such person), may be indemnified by the Corporation, in each case in accordance with the By-Laws, to the full extent permitted from time to time by Title 10, Corporations and Associations, Arizona Revised Statutes, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in these Articles. Any amendment or repeal of these Articles shall not adversely affect any right or protection existing hereunder immediately prior to such amendment or repeal.
14. Limitation of Liability. A Director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for action taken or failure to take action as a director, provided that nothing contained in these Articles shall eliminate or limit the liability of a director for (a) the amount of a financial benefit received by a director to which the director is not entitled, (b) an intentional infliction of
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20010311337577
harm on the Corporation or the shareholders, (c) a violation of Section 10-833, Arizona Revised Statutes or (d) an intentional violation of criminal law. No repeal, amendment or modification of these Articles shall eliminate or reduce its effect with respect to any act or omission of a director of the Corporation occurring prior to such repeal, amendment or modification.
15. Repurchase of Shares. Provided that the capital stock is not thereby reduced to an amount less than the minimum required to be maintained by a domestic life and disability insurer, the board of directors of the Corporation may, from time to time, cause the Corporation to purchase its own shares to the extent of the unreserved and unrestricted earned and capital surplus of the Corporation, but only to the extent that such surplus exceeds the surplus required to be maintained by a domestic life and disability insurer.
16. Perpetual Existence. The existence of the Corporation shall be perpetual.
839899
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BY-LAWS
EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA
(AS AMENDED DECEMBER 13, 2019)
BY-LAWS
OF
EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA
AS AMENDED THROUGH DECEMBER 13, 2019
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL AND EXECUTIVE OFFICES. The principal office of the Corporation shall be located in Phoenix, Arizona at such address as the Board of Directors shall from time to time determine. The executive office of the Corporation shall be located in New York, New York, at such address as the Board of Directors shall from time to time determine.
SECTION 2. OTHER OFFICES. The Corporation may have other offices, either within or without the State of Arizona, at such place or places as the Board of Directors may from time to time appoint or the business of the Corporation may require.
ARTICLE II
MEETINGS OF THE STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. Annual meetings of the stockholders for the election of directors and for such other business as may be stated in the notice of the meeting shall be held at such place, either within or without the State of Arizona, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the executive office of the Corporation in the City of New York, 1290 Avenue of the Americas, on the third Wednesday in May of each year at such hour as may be stated in the notice of such meeting or if such day be a legal holiday, the next succeeding day not a legal holiday.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders for any proper purpose or purposes other than the election of
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directors may be called at any time by a majority of the Board of Directors, the Chairman of the Board, the President, a Vice President, or the Secretary to be held on such date and at such time and place, within or without the State of Arizona, as shall be stated in the notice of the meeting.
SECTION 3. VOTING. Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by each stockholder, provided that the instrument authorizing such proxy to act, shall have been executed in writing (which shall include facsimile transmission, telegraphing or cabling or other means of electronic communication) by the stockholder himself or by his duly authorized attorney. No proxy shall be voted after 3 years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Arizona.
SECTION 4. QUORUM. Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the Corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meetings, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, or, if no stockholder entitled to vote is present in person or by proxy, any officer entitled to preside or act as secretary of such meeting, shall have the power to adjourn the meeting from time to time without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.
SECTION 5. NOTICE OF MEETINGS. Written notice of every meeting of stockholders stating the purpose or purposes for which the meeting is called, and the date and time when, the place where, it is to be held shall be given either personally or by mail, facsimile transmission, telegraph, cable or other means of electronic transmission to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the meeting, except as otherwise provided by statute. Such notice shall be directed to a stockholder at his address as it shall appear on the stock books of the Corporation, unless he shall have filed with the Secretary a written request that notices intended for him be mailed to some other address, in which case it shall be mailed or transmitted to the address designated in such request.
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No notice of any meeting of stockholders need be given to any stockholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting or who attends the meeting, in person or by proxy, without protesting prior to its conclusion the lack of notice of such meeting.
SECTION 6. ACTION WITHOUT MEETING. Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at the annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TERM. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors or stockholders, but shall not be less than five (5) nor more than fifteen (15). The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify. Directors need not be stockholders.
SECTION 2. RESIGNATION OF DIRECTORS. Any director, member of a committee or other officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if no time be specified, upon delivery to the Board of Directors or one of the above-named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 3. VACANCIES AND ADDITIONAL DIRECTORSHIPS. If any vacancy shall occur among the directors by reason of death, resignation, or removal, or as the result of an increase in the number of directorships, the directors then in office shall continue to act. At any regular or special meeting of the stockholders, duly called as provided in these By-Laws, such vacancy may be filled by the affirmative vote of a majority in interest of the stockholders entitled to vote.
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SECTION 4. REMOVAL OF DIRECTORS. At any regular or special meeting of the stockholders, duly called as provided in these By-Laws, any director or directors including the Chairman of the Board may be removed from office, either with or without cause, by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote for the election of directors. At such meeting a successor or successors may be elected by the affirmative vote of a majority in interest of the stockholders entitled to vote.
SECTION 5. POWERS. The Board of Directors shall exercise all of the powers of the Corporation except such as are by law, or by the Certificate of Incorporation of the Corporation or by these By-Laws conferred upon or reserved to the stockholders.
SECTION 6. MEETINGS. A meeting of each newly elected Board of Directors shall be held for the purpose of organization, and for the transaction of such other business as may properly come before the meeting, within sixty (60) days after each annual meeting of the stockholders. Such first meeting, however, may be held without notice immediately following the annual meeting of stockholders at the same place as such annual meeting is held.
The Board of Directors by resolution may provide for the holding of regular meetings and may fix the times and places at which such meetings shall be held. Notice of regular meetings shall not be required to be given, provided that whenever the time or place of regular meetings shall be fixed or changed, notice of such action shall be mailed promptly to each director who shall not have been present at the meeting at which such action was taken, by telex, facsimile transmission, telegram, radio, e-mail, or cable, or telephoned, mailed or delivered to the director personally to the director at the directors residence or usual place of business.
Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, a Vice President, the Secretary or any director. Except as otherwise required by statute, notice of each special meeting shall be mailed to each director, addressed to him at his residence or usual place of business, or shall be sent to him at such place by telex, facsimile transmission, telegram, radio, e-mail or cable, telephoned or delivered to him personally, not later than one (1) day before the day on which the meeting is to be held. Such notice shall state the time and place of such meeting, but unless otherwise required by statute, the Certificate of Incorporation of the Corporation or these By-Laws, need not state the purposes thereof. Notice of any meeting need not be given to any director who shall attend such meeting in person or who shall waive notice thereof, before or after such meeting, in writing or by telex, facsimile transmission, telegram, radio, e-mail or cable.
The Board of Directors of the Corporation may hold meetings, both regular and special, by means of conference telephone or other remote electronic communications technologies by means of which all persons participating in the meeting may simultaneously hear each other.
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SECTION 7. QUORUM. A majority of the directors shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and not further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. A majority of those present at any meeting at which a quorum is present may decide any question brought before such meeting, except as otherwise provided by law, the Certificate of Incorporation or by these By-Laws.
SECTION 8. COMPENSATION. Directors may receive reasonable compensation for their services, including but not limited to salaries and fixed fees for attendance at meetings, and for their expenses, if any, as the Board of Directors may determine from time to time. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefore.
SECTION 9. ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board or committee.
ARTICLE IV
COMMITTEES OF THE BOARD
SECTION 1. COMMITTEES. The Board of Directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers
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and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporations property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation; and, unless the resolution, these By-Laws, or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.
The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate an Executive Committee (the Committee). To the extent provided for in the authorizing resolution and permitted by law, the Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the Corporations business and affairs. Subject to these By-Laws and except as otherwise determined by the Board of Directors, the Committee may make rules for the conduct of its business.
SECTION 2. PROCEDURES. Said committees may adopt their own rules of procedure, elect their own respective Chairman, and may hold their respective meetings at such times and at such place or places as they may find convenient.
SECTION 3. SPECIAL COMMITTEES. The Board of Directors shall have power to constitute and appoint such Special Committees from their members as in its judgment may be advantageous or desirable for the transaction of the business of the Corporation.
SECTION 4. REMOVAL. Any member of any committee may be removed at any time by the Board of Directors with or without cause.
ARTICLE V
OFFICERS
SECTION 1. NUMBER. The officers of the Corporation shall be a President, one or more Vice Presidents (one of whom shall serve as Controller), a Secretary, a Treasurer, and such other officers as may be appointed in accordance with the provisions of Section 13 of this Article V. Any one person may hold any two or more of such offices. No officer need be a director except as otherwise provided in these By-Laws.
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SECTION 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. Each officer specifically designated in Section 1 of this Article V shall be chosen by the Board of Directors, and shall hold his office until his successor shall have been duly chosen and qualified or until his death, or until he shall resign or shall have been removed in the manner provided in Section 3 of this Article V.
SECTION 3. REMOVAL. Any officer may be removed either for or without cause by a vote of the Board of Directors at any meeting of the Board of Directors. In addition, any officer or agent appointed in accordance with the provisions of Section 13 hereof may be removed, either for or without cause, by any officer upon whom such power of removal shall have been conferred by the Board of Directors.
SECTION 4 RESIGNATIONS. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors or to the President or the Secretary of the Corporation. Unless otherwise provided therein, such designation shall take effect upon receipt thereof by the Board of Directors or by such officer.
SECTION 5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or for any other cause shall be refilled in the manner prescribed by these By-Laws for the regular election or appointment to such office.
SECTION 6. CHAIRMAN OF THE BOARD. The Board of Directors may at a regular or special meeting elect from among their number a Chairman of the Board of Directors. If so elected, the Chairman of the Board shall preside at all meetings of the Board of Directors and he or she shall have and perform such other duties as from time to time may be assigned to him or her by the Board of Directors.
SECTION 7. VICE CHAIRMAN OF THE BOARD. The Board of Directors may, at a regular or special meeting elect one or more Vice Chairmen of the Board who shall hold office, at the pleasure of the Board of Directors, until the next annual meeting. The Vice Chairmen of the Board shall exercise such powers and perform such duties as may be delegated or assigned to or required of them by these By-Laws or by or pursuant to authorization of the Board of Directors or by the Chairman of the Board.
SECTION 8. THE PRESIDENT. The Board of Directors shall at a regular or special meeting elect a President who shall hold office, at the pleasure of the Board of Directors, until the next annual meeting and until the election of his or her successor.
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The President shall exercise such powers and perform such duties as may be delegated or assigned to or required of him or her by these By-Laws or by or pursuant to authorization of the Board of Directors or (if the President is not the chief executive officer) by the chief executive officer.
SECTION 9. CHIEF EXECUTIVE OFFICER. The Chairman of the Board or the President shall be the chief executive officer of the Corporation as the Board of Directors from time to time shall determine, and the Board of Directors from time to time may determine who shall act as chief executive officer in the absence of inability to act of the then incumbent.
Subject to the control of the Board of Directors, and to the extent not otherwise prescribed by these By-Laws, the chief executive officer shall have plenary power over all departments, officers, employees, and agents of the Corporation, and shall be responsible for the general management and direction of all the business and affairs of the Corporation.
SECTION 10. THE VICE PRESIDENTS. Each Vice President shall have such powers and perform such duties as may be assigned by these By-Laws, the Board of Directors, the President or the chief executive officer.
SECTION 11. SECRETARY. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of the Secretarys absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the chief executive officer, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws. The Secretary shall record all proceedings of the meetings of the stockholders and of the directors in a book to be kept for that purpose and shall perform such other duties as may be assigned by the directors or the chief executive officer. The Secretary shall have the custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the chief executive officer and attest the same. The Secretary shall perform such other duties as may be assigned by these By-Laws, the Board of Directors or the chief executive officer.
SECTION 12. THE TREASURER. The Treasurer shall have supervision over the funds, securities, receipts and disbursements of the Corporation, and, in general, perform all duties and have all powers incident to the office of the Treasurer. The Treasurer shall perform such other duties and have such other powers as from time to time may be assigned by these By-Laws or by the Board of Directors or the chief executive officer.
SECTION 13. SUBORDINATE OFFICERS. The Board of Directors from time to time may appoint other officers or agents, including one or more Assistant Treasurers and one or more Assistant Secretaries, each of whom shall
9
hold office for such period, have such authority and perform such duties as are provided in these By-Laws or as the Board of Directors from time to time may determine. The Board of Directors may delegate to any officer the power to appoint any such subordinate officers or agents and to prescribe their respective authorities and duties.
SECTION 14. SALARIES. The salaries of the officers of the Corporation shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any person the power to fix the salaries or other compensation of any officers or agents appointed in accordance with the provisions of Section 13 of this Article V. No officer shall be prevented from receiving such salary by reason of the fact that the officer is also a director of the Corporation.
ARTICLE VI
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
SECTION 1. NATURE OF INDEMNITY. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and
10
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 2. SUCCESSFUL DEFENSE. To the extent that a present or former director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Article VI, Section 1 of these By-Laws or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys fees) actually and reasonably incurred by him or her in connection therewith.
SECTION 3. DETERMINATION THAT INDEMNIFICATION IS PROPER. Any indemnification of a present or former director or officer of the Corporation under Article VI of these By-Laws (unless ordered by a court) shall be made by the Corporation only upon a determination that indemnification of such person is proper in the circumstances because such person has met the applicable standard of conduct as set forth in Article VI, Section 1 and Sections 10-851 and 10-856, Arizona Revised Statutes. Any indemnification of a present or former employee or agent of the Corporation under Article VI, Section 1 of these By-Laws (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Article VI, Section 1 of these By-Laws. Any such determination shall be made, with respect to a person who is a director or officer at the time of such determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum; or (2) by special legal counsel selected by a majority vote of the disinterested directors, or if no disinterested directors, selected by majority vote of the Board; (3) by the stockholders, but stock owned by or voted under the control of directors who are at the time parties to the proceeding shall not be voted on the determination.
SECTION 4. ADVANCE PAYMENT OF EXPENSES. Expenses (including attorneys fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or
11
proceeding upon receipt of (1) a written affirmation of the director or officer of his or her good faith belief that he or she has met the standard of conduct described in Article VI, Section 1 of these By-Laws or that the proceeding involves conduct for which liability has been eliminated under the Articles of Incorporation; and (2) an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation. Such expenses (including attorneys fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.
SECTION 5. PROCEDURE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS. Any indemnification of a director, officer, employee or agent of the Corporation under Article VI, Sections 1 and 2 of these By-Laws, or advance of costs, charges and expenses to a present or former director or officer under Article VI, Section 4 shall be made promptly, and in any event, with respect to indemnification within 60 days, and, with respect to advance of costs, charges and expenses within 30 days, upon the written request of such person. If the Corporation denies a written request for indemnity or advancement of expense, in whole or in part, or if payment in full pursuant to a written request for indemnity is not made within 60 days, or if payment in full pursuant to a written request for advancement of expense is not made within 30 days, the right to indemnification or advances as granted by this Article shall be enforceable by the present or former director, officer or employee in any court of competent jurisdiction. Such persons costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 4 of this Article where the required affirmation and undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conduct set forth in Section 1 of this Article, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its disinterested directors, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1 of this Article, nor the fact that there has been an actual determination by the Corporation (including its disinterested directors, its independent legal counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
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
12
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.
ARTICLE VII
EXECUTION OF INSTRUMENTS
SECTION 1. EXECUTION OF INSTRUMENTS.
(a) Any one of the following, namely, the Chairman of the Board, any Vice Chairman of the Board, the President, any Vice President, the Secretary, or the Treasurer, or any officer, employee or agent designated by or pursuant to authorization of the Board of Directors or any committee created under these By-Laws, shall have power in the ordinary course of business to enter into contracts or execute instruments on behalf of the Corporation (other than checks, drafts and other orders drawn on funds of the Corporation deposited in its name in banks) and to affix the corporate seal. If any such instrument is to be executed on behalf of the Corporation by more than one person, any two or more of the foregoing or any one or more of the foregoing with an Assistant Secretary or an Assistant Treasurer shall have power to execute such instrument and affix the corporate seal.
(b) The signature of any officer may be in facsimile on any such instrument if it shall also bear the actual signature, or personally inscribed initials, of an officer, employee or agent empowered by or pursuant to the first sentence
13
of this Section to execute such instrument, provided that the Board of Directors or a committee thereof may authorize the issuance of insurance contracts and annuity contracts on behalf of the Corporation bearing the facsimile signature of an officer without the actual signature or personally inscribed initials of any person.
(c) All checks, drafts and other orders drawn on funds of the Corporation deposited in its name in banks shall be signed only pursuant to authorization of and in accordance with rules prescribed from time to time by the Board of Directors or a committee thereof, which rules may permit the use of facsimile signature.
SECTION 2. FACSIMILE SIGNATURE OF FORMER OFFICERS. If any officer whose facsimile signature has been placed upon any instrument shall have ceased to be such officer before such instrument is issued, it may be issued with the same effect as if he or she had been such officer at the time of its issue.
SECTION 3. MEANING OF TERM INSTRUMENTS. As used in this Article, the term instruments includes, but is not limited to, contracts and agreements, checks, drafts and other orders for the payment of money, transfers of bonds, stocks, notes and other securities, and powers of attorney, deeds, leases, releases of mortgages, satisfactions and all other instruments entitled to be recorded in any jurisdiction.
ARTICLE VIII
RECORD DATES
SECTION 1. In order that the Corporation may determine the stockholders entitled to notice of, or to vote at any meeting of the stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. Only those stockholders of record on the date so fixed shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the Corporation after any such record date fixed by the Board of Directors.
14
ARTICLE IX
CORPORATE SEAL
SECTION 1. The Corporate seal shall be circular in form and shall bear the name of the Corporation and words and figures denoting its organization under the laws of the State of Arizona and the year thereof and otherwise shall be in such form as shall be approved from time to time by the Board of Directors.
ARTICLE X
FISCAL YEAR
SECTION 1. The fiscal year of the Corporation shall be the calendar year.
ARTICLE XI
STOCK CERTIFICATES
SECTION 1. CERTIFICATES OF STOCK. Certificates representing the stock of the Corporation, in such form as the Board of Directors shall designate, shall be signed by the Chairman of the Board of Directors, the President, any Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or the Assistant Secretary, and shall be issued to each stockholder certifying the number of shares owned by him in the Corporation. Any of or all the signatures may be facsimiles.
SECTION 2. LOST CERTIFICATES. A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.
SECTION 3. TRANSFER OF SHARES. The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer any old certificates shall be surrendered to the Corporation by the
15
delivery thereof, properly endorsed and accompanied by all necessary stock transfer tax stamps, to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.
SECTION 4. DIVIDENDS. Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefore at any regular or special meeting, declare dividends upon the capital stock of the Corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the Corporation.
ARTICLE XII
NOTICE AND WAIVER OF NOTICE
SECTION 1. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the Corporation, or shall be sent to him at such place by telex, facsimile transmission, telegram, radio, e-mail or cable, telephoned or delivered to him personally and such notice shall be deemed to have been given on the day of such mailing or electronic transmission. Stockholders not entitled to vote shall not be entitled to receive notice of any meeting except as otherwise provided by applicable laws.
Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the Corporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
16
ARTICLE XIII
AMENDMENTS
SECTION 1. These By-Laws of the Corporation may be amended, altered or repealed and new By-Laws may be made by the affirmative vote of the holders of record of a majority of the outstanding shares of stock of the Corporation entitled to vote, cast at any annual or special meeting, or by the affirmative vote of a majority of the directors, cast at any regular or special meeting at which a quorum is present.
Rev. 1/31/2020
840160
17
SHANE DALY | ||||
Vice President and Associate General Counsel | ||||
(212) 314-3912 | ||||
(212) 314-3959 | ||||
[EQUITABLE FINANCIAL -- AN FINANCIAL COMPANY LOGO] | LAW DEPARTMENT | |||
February 14, 2020 |
Equitable Financial Life Insurance Company of America
1290 Avenue of the Americas
New York, NY 10104
Dear Sirs:
This opinion is furnished in connection with the filing by Equitable Financial Life Insurance Company of America (the Company) on Form S-1 Registration Statement of the Company for the purpose of registering interests in the Market Stabilizer Option® (Interests) under the Securities Act of 1933.
I have examined such corporate records of the Company and provisions of the Arizona Insurance Law as are relevant to authorization and issuance of the Contracts and such other documents and laws as I consider appropriate. On the basis of such examination, it is my opinion that:
1. The Company is a corporation duly organized and validly existing under the laws of the State of Arizona.
2. The Interests are duly authorized and, when issued in accordance with applicable regulatory approvals, represent validly issued and binding obligations of the Company.
I hereby consent to the use of this opinion as an exhibit to the Registration Statement.
Very truly yours, |
/s/ Shane Daly |
Shane Daly |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or Director of MONY Life Insurance Company of America (the Company), a stock life insurance company, hereby constitutes and appoints Dave S. Hattem, Kermitt J. Brooks, Ralph A. Petruzzo, Shane Daly, Robert Negron and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and on his or her behalf and in his or her name, place and stead, to execute and file any and all registration statements (and amendments thereto) by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to the Registration Statements, as defined below, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said attorneys-in-fact and agents being empowered to act with or without the others, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof.
The Registration Statements covered by the Power of Attorney are defined to include the registration statements listed below:
MONY America Variable Account A (811-05166)
033-14362
033-20453
033-20696
333-59717
333-72632
333-91776
333-92066
Form N-4 registration statements to be filed as necessary.
MONY America Variable Account K (811-22886)
333-191149
333-191150
333-207014
333-229237
333-229238
Form N-6 registration statements to be filed as necessary.
MONY America Variable Account L (811-04234)
002-95990
033-82570
333-56969
333-64417
333-72578
333-72596
333-104162
333-134304
Form N-6 registration statements to be filed as necessary.
MLOA
MONY America Variable Account S (811-05100)
033-13183
Form N-6 registration statements to be filed as necessary.
MONY Life Insurance Company of America
333-210276
333-223704
333-229747
Form S-1 or S-3 registration statements to be filed, as necessary, for Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.
Form S-1 or S-3 registration statements to be filed, as necessary, for index-linked investment options to be offered with certain flexible premium variable life insurance policies. This includes, but is not limited to, the Market Stabilizer Option®.
Form S-1, S-3, N-4 or N-6 registration statements to be filed as necessary, including but not limited to any registration statements filed to continue the offering of, and/or register more securities for, any securities offered by the registration statements identified above.
Signature |
Title |
|||
/s/ Daniel G. Kaye Daniel G. Kaye |
Director | The undersigned has hereunto set his or her hand this 2nd day of August, 2019. | ||
/s/ Kristi Matus Kristi Matus |
Director | The undersigned has hereunto set his or her hand this 1st day of August, 2019. | ||
/s/ Ramon de Oliveira Ramon de Oliveira |
Chairman of the Board and Director | The undersigned has hereunto set his or her hand this 8th day of August, 2019. | ||
/s/ Mark Pearson Mark Pearson |
Chief Executive Officer and Director | The undersigned has hereunto set his or her hand this 1st day of August, 2019. | ||
/s/ Bertram Scott Bertram Scott |
Director | The undersigned has hereunto set his or her hand this 1st day of August, 2019. | ||
/s/ George Stansfield George Stansfield |
Director | The undersigned has hereunto set his or her hand this 1st day of August, 2019. |
MLOA
Signature |
Title |
|||
/s/ Charles G.T. Stonehill Charles G.T. Stonehill |
Director | The undersigned has hereunto set his or her hand this 1st day of August, 2019. | ||
/s/ Anders B. Malmstrom Anders B. Malmstrom |
Senior Executive Director and Chief Financial Officer | The undersigned has hereunto set his or her hand this 1st day of August, 2019. | ||
/s/ William Eckert William Eckert |
Managing Director, Chief Accounting Officer and Controller | The undersigned has hereunto set his or her hand this 7th day of August, 2019. |
MLOA
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