Filed with the Securities and Exchange Commission on May 18, 2022.

REGISTRATION NO. 333-                    

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-3

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)

86-0222062

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

525 Washington Boulevard, Jersey City, NJ 07310

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

SHANE DALY

VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

525 WASHINGTON BOULEVARD, JERSEY CITY, NJ 07310

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

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

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

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

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

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

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

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

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        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 Securities Act.  ☐

 

 

The Registrant hereby amends this Registration Statement on such date or dates 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.

 

 

 

 


Structured Investment Option

 

Available under the Investment Edge® 21.0 variable and index-linked individual and group flexible premium deferred annuity contract issued by Equitable Financial Life Insurance Company of America or Equitable Financial Life Insurance Company

 

Prospectus dated             , 2022

 

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 contract. You should read this Prospectus along with the prospectus for the Investment Edge® 21.0 variable deferred annuity contract.

 

 

 

What is the Structured Investment Option

 

The Structured Investment Option is an index-linked investment option available under the Investment Edge® 21.0 variable and index-linked individual and group flexible premium deferred annuity contract (the “variable annuity contract”) issued by the Company. See the “Definition of Key Terms” for a more detailed explanation of terms associated with the Structured Investment Option. Index-linked annuity contracts are complex insurance and investment vehicles, and investors should speak with a financial professional about the contract’s features, benefits, risks, and fees, and whether the contract is appropriate for the investor based upon his or her financial situation and objectives.

 

The contract may not currently be available in all states. In addition, certain features described in this Prospectus may vary in your state. Not all Indices may be available in all states.

 

We reserve the right to discontinue the acceptance of, and/or place additional limitations on, contributions into certain investment options, including any or all of the Segments comprising the Structured Investment Option. If we exercise this right, your ability to invest in your contract, increase your account value and, consequently, increase your death or living benefits under the contract, if elected, will be limited. However, subject to any limitations under your variable annuity contract, you could continue to invest in your contract through other available investment options.

 

 

Please refer to page 8 of this Prospectus for a discussion of risk factors.

 

 

The Structured Investment Option, which permits you to invest in one or more Segments, each of which provides performance tied to the performance of an Index for a set period (one year). The Structured Investment Option does not involve an investment in any underlying portfolio. Instead, it is an obligation of the Company. Unlike an index fund, the Structured Investment Option provides a return at Segment maturity designed to provide a combination of protection against certain decreases in the Index and a limitation on participation in certain increases in the Index through the use of Performance Cap Rates. Our minimum Performance Cap Rate for 5 year Standard Segments is 10% (2% for 1 year Standard Segments). Our minimum Performance Cap Rate for Step Up Segments is 2%. Our minimum Performance Cap Rate for 5 year Dual Direction Segments is 10% (2% for 1 year Dual Direction Segments). We will not open a Segment with a Performance Cap Rate below the applicable minimum Performance Cap Rate. The extent of the downside protection at Segment maturity varies by Segment, ranging from the first 10% to 15% of loss.

All guarantees are subject to the Company’s claims paying ability. There is a risk of a substantial loss of your principal because you agree to absorb all losses to the extent they exceed the downside protection provided by the Structured Investment Option at Segment maturity. If you would like a guarantee of principal, we offer other products that provide such guarantees. The risk of loss of principal may be greater in the case of an early withdrawal (including any withdrawal from an Income Edge® ADV contract to pay advisory fees), surrender, death, or transfer.

 

The total amount earned on an investment in a Segment of the Structured Investment Option is only applied at Segment maturity. If you take a withdrawal or surrender from a Segment or transfer amounts from a Segment to another investment option on any date prior to Segment maturity, we calculate the interim value of the Segment as described in Appendix “Segment Interim Value”. This amount may be less than the amount invested and may be less than the amount you would receive had you held the investment until Segment maturity. The Segment Interim Value will generally be negatively affected by increases in the expected volatility of index prices, interest rate increases, and by poor market performance. All other factors being equal, the Segment Interim Value would generally be lower the earlier a withdrawal or surrender is made during a Segment. Also, participation in upside performance for early withdrawals is pro-rated based on the period those amounts were invested in a Segment. This means you participate to a lesser extent in upside performance the earlier you take a withdrawal or surrender.

 

We currently offer the Structured Investment Option using the following Indices:

 

Indices

 

  S&P 500 Price Return Index
  MSCI Emerging Markets Price Return Index
  Russell 2000® Price Return Index
  NASDAQ-100 Price Return Index
  MSCI EAFE Price Return Index
 

 

 

 

 

The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The 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.

 

  IE21 SIO
  #43296


Contents of this Prospectus

 

 

 

The Company

   3

Definitions of key terms

   4

Structured Investment Option at a glance — key features

   5
  
Fee table   

7

  

1. Risk factors

  

8

COVID-19

   10

Cybersecurity risks and catastrophic events

   10
  

2. How to reach us

  

12

  

3. Description of the Structured Investment Option

  

14

Structured Investment Option

   14

Your account value in the Structured Investment Option

   21

Breakpoint Credit

   22

Structured Investment Option’s charges and expenses

   22

Transfers

   23
  

4. Distribution of the Contracts

  

25

  

5. Incorporation of certain documents by reference

  

26

  
Appendices     

Segment Interim Value

    27  

Index Publishers

    37  

Segment Maturity Date and Segment Start Date examples

    40  
 
 

 

    

    

 

 


The Company

 

 

 

Equitable America is an Arizona stock life insurance corporation organized in 1969 with its main administrative office located at 525 Washington Boulevard, Jersey City, NJ 07310. Equitable Financial is a New York stock life insurance corporation doing business since 1859 with its home office is located at 1290 Avenue of the Americas, New York, NY 10104. We are indirect wholly owned subsidiaries of Equitable Holdings, Inc.

 

We are licensed to sell life insurance and annuities in all fifty states (except Equitable America is not licensed in the state of New York), the District of Columbia, Puerto Rico and the U.S. Virgin Islands. No other company has any legal responsibility to pay amounts that the Company owes under the contracts. The Company is solely responsible for paying all amounts owed to you under the contract.

 

 

3


Definitions of key terms

 

 

 

Account Value — Your “account value” is the total of: (i) the values of your investment options under your variable annuity contract outside of the Structured Investment Option, (ii) the values you have in the Segment Type Holding Accounts and (iii) your Segment Interim Values. Please refer to your variable annuity contract prospectus for additional information.

 

Business Day — Our “business day” is generally any day the New York Stock Exchange (“NYSE”) is open for regular trading and generally ends at 4:00 p.m. Eastern Time (or as of an earlier close of regular trading). If the SEC determines the existence of emergency conditions on any day, and consequently, the NYSE does not open, then that day is not a business day.

 

Company — Refers to Equitable Financial Life Insurance Company of America (“Equitable America”) or Equitable Financial Life Insurance Company (“Equitable Financial”). The terms “we”, “us”, and “our” are also used to identify the issuing Company. Equitable America does not do business or issue contracts in the state of New York. Generally, Equitable America will issue contracts in all states except New York and Equitable Financial will issue contracts in New York. However, if any selling agent is an Equitable Advisors financial professional who has a business address in the state of New York, the issuing Company will be Equitable Financial, even if the contract is issued in a state other than New York.

 

Dual Direction Segments — Any segment belonging to a Segment Type whose name includes “Dual Direction”. For Dual Direction Segments the Segment Rate of Return is equal to the absolute value of the Index Performance Rate for that Segment if the Index Performance Rate is between the Performance Cap Rate and the Segment Buffer, inclusive of both.

 

Index — An Index is used to determine the Segment Rate of Return for a Segment. We currently offer Segment Types based on the performance of securities indices. Throughout this Prospectus, we refer to these indices and exchange-traded funds using the term “Index” or, collectively, “Indices.” In the future, we may offer Segment Types based on other types of Indices.

 

Index Performance Rate — For a Segment, the percentage change in the value of the related Index from the Segment Start Date to the Segment Maturity Date. The Index Performance Rate may be positive, negative or zero.

 

Performance Cap Rate — The highest Index Performance Rate that can be used to calculate the Segment Rate of Return on the Segment Maturity Date. The Performance Cap Rate is not an annual rate of return.

 

Segment — An investment option we establish with the Index, Segment Duration and Segment Buffer of a specific Segment Type, and for which we also specify a Segment Maturity Date and Performance Cap Rate.

 

Segment Buffer — The portion of any negative Index Performance Rate that the Segment Buffer absorbs on a Segment Maturity Date for a particular Segment. Any percentage decline in a Segment’s Index Performance Rate in excess of the Segment Buffer is not absorbed.

 

Segment Business Day — A business day that all Indices underlying available Segments are scheduled to be open and to publish prices. A scheduled holiday for any one Index

disqualifies that day from being scheduled as a Segment Business Day for all Segments. We use Segment Business Days in this manner so that, based on published holiday schedules, we mature all Segments on the same day and start all new Segments on a subsequent day. This design, among other things, facilitates the rollover of maturing Segment Investments into new Segments.

 

Segment Duration — The period from the Segment Start Date to the Segment Maturity Date.

 

Segment Interim Value — The value of your investment in a Segment prior to the Segment Maturity Date.

 

Segment Investment — The amount transferred to a Segment on its Segment Start Date, as adjusted for any withdrawals from that Segment.

 

Segment Maturity Date — The Segment Business Day on which a Segment ends.

 

Segment Maturity Date Requirement — You will not be permitted to invest in a Segment if the Segment Maturity Date is later than your contract maturity date.

 

Segment Maturity Value — The value of your investment in a Segment on the Segment Maturity Date.

 

Segment Option — Comprises all Standard Segments, Step Up Segments or Dual Direction Segments.

 

Segment Participation Requirements — The requirements that must be met before we transfer amounts from a Segment Type Holding Account to a new Segment on a Segment Start Date.

 

Segment Rate of Return — The rate of return earned by a Segment as calculated on the Segment Maturity Date. The Segment Rate of Return is calculated differently for different Segment Options.

 

Segment Return Amount — Equals the Segment Investment multiplied by the Segment Rate of Return.

 

Segment Start Date — The Segment Business Day on which a new Segment is established.

 

Segment Type — Comprises a Segment Option having the same Index, Segment Duration and Segment Buffer. Each Segment Type has a corresponding Segment Type Holding Account.

 

Segment Type Holding Account — An account that holds all contributions and transfers allocated to a Segment Type pending investment in a Segment. There is a Segment Type Holding Account for each Segment Type. The Segment Type Holding Accounts are part of the EQ/Money Market variable investment option.

 

Standard Segment — Any Segment belonging to a Segment Type whose name includes “Standard”.

 

Step Up Segment — Any Segment belonging to a Segment Type whose name includes “Step Up”.

 

Structured Investment Option — An investment option that permits you to invest in various Segments, each tied to the performance of an Index, and participate in the performance of that Index.

 

 

4


Structured Investment Option at a glance — key features

 

 

 

Structured Investment Option

 

See “Definition of key terms” on the prior page and “Description of the Structured Investment Option” for more detailed explanations of terms associated with the Structured Investment Option.

 

•   Investments in Segments are not investments in underlying mutual funds; Segments are not “index funds.” Each Segment Type offers an opportunity to invest in a Segment that is tied to the performance of a Securities Index or exchange-trade fund. Throughout this Prospectus, we refer to these indices and exchange-traded funds using the term “Index” or, collectively, “Indices.” You participate in the performance of that Index by investing in the Segment. You do not participate in the investment results of any assets we hold in relation to the Segments. We hold assets in a “non-unitized” separate account we have established under the New York Insurance Law to support our obligations under the Structured Investment Option. We calculate the results of an investment in a Segment pursuant to one or more formulas described in this Prospectus. Depending upon the performance of the Indices, you could lose money by investing in one or more Segments.

•   An “Index” is used to determine the Segment Rate of Return for a Segment. We currently offer Segment Types based on the performance of securities Indices. In the future, we may offer Segment Types based on other types of Indices. The Indices are:

—  S&P 500 Price Return Index;

—  Russell 2000® Price Return Index;

—  MSCI EAFE Price Return Index;

—  MSCI Emerging Markets Price Return Index; and

—  NASDAQ-100 Price Return Index.

   

•   The Segment Return Amount will only be applied on the Segment Maturity Date.

•   The Segment Rate of Return could be positive, zero, or negative. There is a risk of a substantial loss of your principal because you agree to absorb all losses to the extent they exceed the applicable Segment Buffer.

•   The Performance Cap Rate is the maximum Index Performance Rate that can be used to calculate your Segment Maturity Value on the Segment Maturity Date for that Segment. The Performance Cap Rate may limit your participation in any increases in the underlying Index associated with a Segment. We will not open a Segment with a Performance Cap Rate below the applicable minimum Performance Cap Rate. In some cases, we may decide not to declare a Performance Cap Rate for a Segment, in which case there is no maximum Segment Rate of Return for that Segment. Performance Cap Rates are announced at least one week before the Segment Start Date and can be found at www.equitable.com/ierates.

•   The Performance Cap Rate for the same Segment may be different for owners who elect that Segment during their first Contract Year than for owners who are in their second or later Contract Year.

•   On any date prior to Segment maturity, we calculate the Segment Interim Value for each Segment as described in Appendix “Segment Interim Value”. This amount may be less than the amount invested and may be less than the amount you would receive had you held the investment until Segment maturity and, as a result, the amount paid upon death, surrender or free look prior to the Segment Maturity Date may also be less. The Segment Interim Value will generally be negatively affected by increases in the expected volatility of index prices, interest rate increases, and by poor market performance. All other factors being equal, the Segment Interim Value would generally be lower the earlier a withdrawal, transfer or surrender is made during a Segment. Also, participation in upside performance for early withdrawals is pro-rated based on the period those amounts were invested in a Segment. This means you participate to a lesser extent in upside performance the earlier you take a withdrawal, transfer or surrender. A partial withdrawal or transfer out of a Segment will reduce the Segment Investment and such reduction may be greater than the dollar amount of the withdrawal or transfer.

•   We reserve the right to suspend or terminate contributions and/or transfers into the Structured Investment Option.

 

5


Structured Investment Option (continued)  

•   The following chart provides a comparison of certain differences between Segment Types.

Segment

Option

  

Segment

Durations

   Segment
Buffers
  

Minimum
Performance

Cap Rates

Standard1   

5 year

1 year

  

-10%; -15%

-10%; -15%

  

10%

2%

Dual Direction2   

5 year

1 year

  

-10%; -15%

-10%

  

10%

2%

Step Up3    1 year    -10%    2%

1   Indices available: S&P 500 Price Return; Russell 2000® Price Return; MSCI EAFE Price Return; NASDAQ-100 Price Return; MSCI Emerging Markets Price Return (only available with 1-year Segments)

2   Indices available: S&P 500 Price Return; Russell 2000® Price Return (only available with 1-year Segments); MSCI EAFE Price Return (only available with 1-year Segments); NASDAQ-100 Price Return (only available with 1-year Segments)

3   Indices available: S&P 500 Price Return; Russell 2000® Price Return; MSCI EAFE Price Return; NASDAQ-100 Price Return

                                           

 

•   Both the Performance Cap Rate and the Segment Buffer are rates of return from the Segment Start Date to the Segment Maturity Date, not annual rates of return.

•   Step Up Segments will generally have lower Performance Cap Rates than Standard Segments with the same Index, Segment Duration and Segment Buffer.

•   This investment option generally offers greater upside potential, but less downside protection, on a Segment Maturity Date than fixed indexed annuities, which provide a guaranteed minimum return.

Fees and charges   Please see “Fee table” for complete details.

 

The table above summarizes only certain current key features of the Structured Investment Option. The table also summarizes certain current limitations, restrictions and exceptions to those features that we have the right to impose under the Structured Investment Option and that are subject to change in the future. In some cases, other limitations, restrictions and exceptions may apply. The Structured Investment Option may not currently be available in all contracts or states. All Segment Types may not be available in all contracts or states.

 

For more detailed information, we urge you to read the contents of this Prospectus in conjunction with your variable annuity contract prospectus, as well as your contract. This Prospectus is a disclosure document and describes all of the Structured Investment Option’s material features, benefits, rights and obligations, as well as other information. This Prospectus should be read carefully before investing. Please feel free to speak with your financial professional, or call us, if you have any questions.

 

We offer a variety of fixed and variable annuity contracts. They may offer features, including investment options, and have fees and charges, that are different from those in the contracts offered by this Prospectus. Not every contract we issue is offered through every selling broker-dealer. Some selling broker-dealers may not offer and/or limit the offering of certain features or options, as well as limit the availability of the contracts, based on issue age or other criteria established by the selling broker-dealer. Upon request, your financial professional can show you information regarding our other annuity contracts that he or she distributes. You can also contact us to find out more about the availability of any of our annuity contracts.

 

6


Fee table

 

 

 

The following tables describe the fees and expenses that you will pay when electing and making transfers, withdrawals, surrenders and other distributions from the Structured Investment Option.

 

Adjustments for early transfer, withdrawal, surrender or other distribution from a Segment

When calculation is made

   Maximum amount that may be lost(1)
          -15% Segment
Buffer
   -10% Segment
Buffer
Segment Interim Value is applied on transfer, withdrawal, surrender or other distribution from a Segment prior to its Segment Maturity Date                        85% of Segment
Investment
   90% of Segment
Investment

Charges we deduct from Segments

     Investment Edge®      Investment Edge® Select      Investment Edge® ADV
Contract Fee(2)      1.00%      1.25%      0.25%

 

(1)

The actual amount of the Segment Interim Value calculation is determined by a formula that depends on, among other things, the Segment Buffer and how the Index has performed since the Segment Start Date, as discussed in detail in the Appendix “Segment Interim Value”. The maximum loss would occur if there is a total distribution for a Segment at a time when the Index price has declined to zero. If you surrender or cancel your variable annuity contract, die, transfer or make a withdrawal from a Segment before the Segment Maturity Date, the Segment Buffer will not necessarily apply to the extent it would on the Segment Maturity Date, and any upside performance will be limited to a percentage lower than the Performance Cap Rate.

 

(2)

The Contract Fee percentage reduces the Segment Rate of Return. If the contract is surrendered or annuitized, a withdrawal or transfer out is taken, or a death benefit is paid, on any date other than the Segment Maturity Date, we will deduct a pro rata portion of the charge from each Segment as part of the Segment Interim Value calculation.

 

This fee table applies specifically to the Structured Investment Option and should be read in conjunction with the fee table in your variable annuity contract prospectus.

 

7


1. Risk factors

 

 

This section discusses risks associated with some features of the contract. See “Definition of key terms” and “Contract features and benefits” for more detailed explanations of terms associated with the Structured Investment Option.

 

  There is a risk of a substantial loss of your principal because you agree to absorb all losses from the portion of any negative Index Performance Rate that exceeds the Segment Buffer on the Segment Maturity Date. The risk of loss of principal may be greater in the case of an early withdrawal, surrender, death, or transfer.

 

For example, the -10% Segment Buffer protects your Segment Investment against the first 10% of negative Index performance. If the Index Performance Rate declines by more than the Segment Buffer, you will lose an amount equal to 1% of your Segment Investment for every 1% that the Index Performance Rate declines below the Segment Buffer. This means that you could lose up to 90% of your principal due to negative Index performance with a -10% Segment Buffer and up to 85% of your principal with a -15% buffer. Each time you roll over your Segment Maturity Value into a new Segment you are subject to the same risk of loss as described above.

 

  For Standard, Step Up and Dual Direction Segments, your Segment Rate of Return for any Segment is limited by its Performance Cap Rate, which could cause your Segment Rate of Return to be lower than it would otherwise be if you invested in a mutual fund or exchange-traded fund designed to track the performance of the applicable Index.

 

  The Performance Cap Rate may limit your participation in any increases in the underlying Index associated with a Segment.

 

  The Performance Cap Rate for the same Segment may be higher for owners who elect that Segment during their first Contract Year than for owners who are in their second or later Contract Year.

 

  The Performance Cap Rate is a rate of return from the Segment Start Date to the Segment Maturity Date, NOT an annual rate of return.

 

  The method we use in calculating your Segment Interim Value may result in an amount lower than your Segment Investment, even if the corresponding Index has experienced positive investment performance since the Segment Start Date. Also, this amount may be less than the amount you would receive had you held the investment until the Segment Maturity Date.

 

 

If you take a withdrawal, including required minimum distributions, and there is insufficient value in the variable investment options and dollar cost

  averaging account in your variable annuity contract, as well as, the Segment Type Holding Accounts, we will withdraw amounts from any active Segments in your contract. Amounts withdrawn from active Segments will be valued using the formula for calculating the Segment Interim Value and will reduce your Segment Investment.

 

 

If you die or cancel or surrender your contract before the Segment Maturity Date, we will pay the Segment Interim Value.

 

 

If you take a withdrawal, surrender or other distribution from or transfer out of a Segment, the we will use the Segment Interim Value to calculate the Segment’s value and we will reduce your Segment Investment in that Segment and the reduction may be greater than the dollar amount of the withdrawal, surrender or transfer.

 

 

Any calculation of the Segment Interim Value will generally be affected by changes in both the volatility and level of the relevant Index, as well as interest rates. The calculation of the Segment Interim Value is linked to various factors, including the value of hypothetical fixed instruments and derivatives as described in Appendix “Segment Interim Value”. The Segment Interim Value will generally be negatively affected by increases in the expected volatility of index prices, interest rate increases, and by poor market performance. Prior to the Segment Maturity Date you will not receive the full potential of the Performance Cap since the participation in upside performance for early withdrawals is pro-rated based on the period those amounts were invested in a Segment. Generally, you will not receive the full protection of the Segment Buffer prior to the Segment Maturity Date because the Segment Interim Value only reflects a portion of the downside protection expected to be provided on the Segment Maturity Date. As a Segment moves closer to the Segment Maturity Date, the Segment Interim Value would generally reflect higher realized gains of the Index performance or, in the case of negative performance, increased downside Segment Buffer protection. All other factors being equal, the Segment Interim Value would generally be lower the earlier a withdrawal, surrender or transfer is made during a Segment. This means you participate to a lesser extent in upside performance and downside protection the earlier you take a withdrawal, surrender or make a transfer.

 

 

The Segment Interim Value may be less than the amount invested and may be less than the amount you would receive had you held the investment

 

 

8


  until Segment maturity and, as a result, the amount paid upon death, surrender or free look prior to the Segment Maturity Date may also be less.

 

 

The Company’s decision to use investment rates, which are generally higher than swap rates, to calculate the Fair Value of Hypothetical Fixed Instruments component of the Segment Interim Value will result in a lower value for that component relative to using swap rates to calculate that component and, all other things being equal, will result in a lower recalculated Segment Investment if a partial withdrawal is taken from a Segment or a lower withdrawal amount if a full withdrawal is taken from a Segment.

 

  We may not offer new Segments of any or all Segment Types, so a Segment may not be available for you to transfer your Segment Maturity Value into after the Segment Maturity Date.

 

  We have the right to substitute an alternative index prior to Segment Maturity if the publication of one or more Indices is discontinued or at our sole discretion we determine that our use of such Indices should be discontinued or if the calculation of one or more of the Indices is substantially changed. If we substitute an index for an existing Segment, we would not change the Segment Buffer or Performance Cap Rate. We would attempt to choose a substitute index that has a similar investment objective and risk profile to the replaced Index. The alternative index would be used to calculate performance from the Segment Start Date to the Segment Maturity Date.

 

  Step Up and Dual Direction Segments will generally have lower Performance Cap Rates than Standard Segments with the same Index, Segment Duration and Segment Buffer.

 

  The level of risk you bear and your potential investment performance will differ depending on the investments you choose.

 

  No company other than us has any legal responsibility to pay amounts that the Company owes under the Structured Investment Option. An owner should look to the financial strength of the Company for its claims-paying ability.

 

  The Segments track the performance of an Index. By investing in the Structured Investment Option, you are not actually invested in an Index, an exchange-traded fund that tracks an index, or any underlying securities.

 

  Your Segment Maturity Value is subject to application of the Performance Cap Rate, Segment Buffer, and Contract Fee. For Standard, Step Up and Dual Direction Segments, your Segment Maturity Value is not affected by the price of the Index on any date between the Segment Start Date and the Segment Maturity Date.

 

  As an investor in the Segment, you will not have voting rights or rights to receive cash dividends or other
   

distributions or other rights that holders of the shares of the funds or holders of securities comprising the indices would have.

 

  Values of securities can fluctuate, and sometimes wildly fluctuate, in response to changes in the financial condition of a company as well as general market, economic or political conditions.

 

  Indexes with exposure to non-U.S. companies and securities, especially in emerging and frontier markets, involve risks not associated with U.S. companies and securities. Foreign markets may be less liquid, more volatile and subject to less government super-vision than domestic markets. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values. There are greater risks involved with investments linked to emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. For this purpose, China may be viewed as an emerging market and there may also be significant risks related to investments in China due to the inability of the PCAOB to inspect audit work and practices of PCAOB-registered accounting firms in China (including Hong Kong, to the extent their audit clients have operations in China).

 

  If you invest in a Segment that provides performance tied to the performance of the MSCI EAFE Price Return Index, you should consider the following:

 

 

The performance of the MSCI EAFE Price Return Index may not replicate the performance of, and may underperform the MSCI EAFE Index (the “underlying Index”). The price of the MSCI EAFE Price Return Index will reflect expenses and fees that will reduce its relative performance. Moreover, it is also possible that the MSCI EAFE Price Return Index may not fully replicate or may, in certain circumstances, diverge significantly from the performance of the underlying Index. Because the return on your Segment Investment (subject to the Performance Cap and downside Segment Buffer protection) is linked to the performance of the MSCI EAFE Price Return Index and not the underlying Index, the return on your Segment Investment may be less than that of an alternative investment linked directly to the underlying Index or the components of the underlying Index.

 

 

The investment objective and strategies of the MSCI EAFE Price Return Index are potentially subject to change.

 

 

The MSCI EAFE Price Return Index invests in foreign securities.

 

  Past performance of an Index is not an indication of its future performance.
 

 

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  Because of the way Segment Rate of Return is calculated for Step Up Segments, when the Index Performance Rate is near zero, a very small difference in the Index of Performance Rate on the Segment Maturity Date can result in a very different Segment Rate of Return. For example, if the Performance Cap Rate is 8.00% and the Index Performance Rate is 0.00% on the Segment Maturity Date, the Segment Rate of Return would be 8.00% minus the applicable Contract Fee. However, if the Index Performance Rate had instead been -0.01% on the Segment Maturity Date the Segment Rate of Return would be 0.00% minus the applicable Contract Fee.

 

COVID-19

 

The COVID-19 pandemic has negatively impacted the U.S. and global economies. A wide variety of factors continue to impact financial and economic conditions, including, among others, volatility in the financial markets, rising inflation rates, supply chain disruptions, continued low interest rates and changes in fiscal or monetary policy. Efforts to prevent the spread of COVID-19 have affected our business directly in a number of ways, including through the temporary closures of many businesses and schools and the institution of social distancing requirements in many states and local communities. Businesses or schools that have reopened have restricted or limited access for the foreseeable future and may do so on a permanent or episodic basis. As a result, our ability to sell products through our regular channels and the demand for our products and services has been significantly impacted.

 

While we have implemented risk management and contingency plans with respect to the COVID-19 pandemic, such measures may not adequately protect our business from the full impacts of the pandemic. Currently, most of our employees and advisors are continuing to work remotely. Extended periods of remote work arrangements could introduce additional operational risk including, but not limited to, cybersecurity risks, and impair our ability to effectively manage our business. We also outsource a variety of functions to third parties whose business continuity strategies are largely outside our control.

 

Economic uncertainty resulting from the COVID-19 pandemic may have an adverse effect on product sales and result in existing policyholders withdrawing at greater rates. COVID-19 could have an adverse effect on our insurance business due to increased mortality and morbidity rates. The cost of reinsurance to us for these policies could increase, and we may encounter decreased availability of such reinsurance. If policyholder lapse and surrender rates or premium waivers significantly exceed our expectations, we may need to change our assumptions, models or reserves.

 

Our investment portfolio has been, and may continue to be, adversely affected by the COVID-19 pandemic. Our investments in mortgages and commercial mortgage-backed securities have been, and could continue to be, negatively affected by delays or failures of borrowers to make

payments of principal and interest when due. In some jurisdictions, local governments have imposed delays or moratoriums on many forms of enforcement actions. Furthermore, declines in equity markets and interest rates, reduced liquidity or a continued slowdown in the U.S. or in global economic conditions may also adversely affect the values and cash flows of investments. Market volatility also caused significant increases in credit spreads, and any continued volatility may increase our borrowing costs and decrease product fee income. Further, severe market volatility may leave us unable to react to market events in a prudent manner consistent with our historical investment practices.

 

The extent of the COVID-19 pandemic’s impact on us will depend on future developments that are still highly uncertain, including the severity and duration of the pandemic, actions taken by governments and other third parties in response to the pandemic and the availability and efficacy of vaccines against COVID-19 and its variants.

 

Cybersecurity risks and catastrophic events

 

We rely heavily on interconnected computer systems and digital data to conduct our variable product business. Because our variable product business is highly dependent upon the effective operation of our computer systems and those of our business partners, our business is vulnerable to disruptions from utility outages, and susceptible to operational and information security risks resulting from information systems failure (e.g., hardware and software malfunctions), and cyberattacks. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, interference with or denial of service, attacks on websites and other operational disruption and unauthorized use or abuse of confidential customer information. Systems failures and cyberattacks, as well as, any other catastrophic event, including natural and manmade disasters, public health emergencies, pandemic diseases, terrorist attacks, floods or severe storms affecting us, any third-party administrator, the underlying funds, intermediaries and other affiliated or third-party service providers may adversely affect us, our business operations and your account value. Systems failures and cyberattacks may also interfere with our processing of contract transactions, including the processing of orders from our website or with the underlying funds, impact our ability to calculate account values, cause the release and possible destruction of confidential customer or business information, impede order processing, subject us and/or our service providers and intermediaries to regulatory fines and financial losses and/or cause reputational damage. In addition, the occurrence of any pandemic disease (like COVID-19), natural disaster, terrorist attack or any other event that results in our workforce, and/or employees of service providers and/or third-party administrators, being compromised and unable or unwilling to fully perform their responsibilities, could likewise result in interruptions in our service, including our ability to issue contracts and process contract transactions. Even when

 

 

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our workforce and employees of our service providers and/or third-party administrators can work remotely, those remote work arrangements could result in our business operations being less efficient than under normal circumstances and lead to delays in our issuing contracts and processing of other contract-related transactions, as well as possibly being more susceptible to cyberattacks. Cybersecurity risks and catastrophic events may also impact the issuers of securities in which the underlying funds invest, which may cause the funds underlying your contract to lose value. While there can be no assurance that we or the underlying funds or our service providers will avoid losses affecting your contract due to cyberattacks, information security breaches or other catastrophic events in the future, we take reasonable steps to mitigate these risks and secure our systems and business operations from such failures, attacks and events.

    

 

 

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2. How to reach us

 

 

Please refer to the “How to reach us” section of the variable annuity contract prospectus for more information regarding contacting us and communicating your instructions. We also have specific forms that we recommend you use for electing the Structured Investment Option and any Structured Investment Option transactions. request, election,

 

Reports we provide:

 

  written confirmation of financial transactions and certain non-financial transactions, including when money is transferred into a Segment from a Segment Type Holding Account; when money is not transferred from a Segment Type Holding Account into a Segment on a Segment Start Date for any reason; when a Segment matures; or when you change your current instructions; and

 

  at the close of each calendar quarter and statement of your contract values at the close of each calendar year.

 

For jointly owned contracts (if applicable), we provide reports to the primary joint owner’s address on file.

 

Equitable Client portal

 

With your Equitable Client portal account you can expect:

 

  Account summary. View your account values, and select accounts for additional details.

 

  Messages and alerts. Stay up to date with messages on statement availability, investment options and important account information.

 

  Profile changes. Now it’s even easier to keep your information current, such as your email address, street address and eDelivery preferences.

 

  Manage your account. Convenient access to service options for a policy or contract, from viewing account details and documents to completing financial transactions.

 

  Investments details. Intuitive charts show the breakdown of your key investments.

 

Don’t forget to sign up for eDelivery!

Visit equitable.com and click sign in to register today.

 

Equitable Client portal is normally available seven days a week, 24 hours a day. Of course, for reasons beyond our control, this service may sometimes be unavailable.

 

We have established procedures to reasonably confirm that the instructions communicated through the Internet are genuine. For example, we will require certain personal identification information before we will act on Internet instructions and we will provide written confirmation of your transfers. If we do not employ reasonable procedures to

confirm the genuineness of Internet instructions, we may be liable for any losses arising out of any act or omission that constitutes negligence, lack of good faith, or willful misconduct. In light of our procedures, we will not be liable for following Internet instructions we reasonably believe to be genuine.

 

We reserve the right to limit access to this service if we determine that you engaged in a disruptive transfer activity such as “market timing” (see “Disruptive transfer activity” in “Transferring your money among investment options” in the variable annuity contract prospectus).

 

Customer service representative:

 

You may also use our toll-free number (1-877-899-3743) to speak with one of our customer service representatives. Our customer service representatives are available on the following business days.

 

  Monday through Thursday from 8:30 a.m. until 7:00 p.m., Eastern time.

 

  Friday from 8:30 a.m. until 5:30 p.m., Eastern time.

 

We generally require that the following types of communications be on specific forms we provide for that purpose:

 

(1)

authorization for transfers, including transfers of your Segment Maturity Value on a Segment Maturity Date, by your financial professional;

 

(2)

providing instructions for allocating the Segment Maturity Value on the Segment Maturity Date;

 

(3)

requests for withdrawals, including withdrawals of the Segment Maturity Value on the Segment Maturity Date; and

 

(4)

requests for contract surrender.

 

To cancel or change any of the following, we require written notification generally at least seven calendar days before the next scheduled transaction:

 

(1)

instructions on file for allocating the Segment Maturity Value on the Segment Maturity Date; and

 

(2)

instructions to withdraw your Segment Maturity Value on the Segment Maturity Date.

 

 

 

You must sign and date all these requests. Any written request that is not on one of our forms must include your name and your contract number along with adequate details about the notice you wish to give or the action you wish us to take. Some requests may be completed online; you can use our Equitable Client portal to contact us and to complete such requests through the Internet. In the future, we may require that certain requests be completed online.

 

 

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Signatures:

 

The proper person to sign forms, notices and requests would normally be the owner. If there are joint owners, both must sign.

 

eDelivery:

 

You can register to receive statements and other documents electronically. You can do so by visiting our website at www.equitable.com.

 

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3. Description of the Structured Investment Option

 

 

 

Structured Investment Option

 

The Structured Investment Option consists of a number of Segment Types, each of which provides a rate of return tied to the performance of a specified Index. You generally have the opportunity to invest in any of the Segment Types described below, subject to the requirements, limitations and procedures disclosed in this section. You participate in the performance of an Index by investing in the corresponding Segment. Investments in Segments are not investments in underlying mutual funds; Segments are not “index funds.”

 

Segment Types

 

You can generally invest in any available Segment Type. We are not obligated to offer any one particular Segment Type. Also, we are not obligated to offer any Segment Types. Each investment in a Segment Type that starts on a particular Segment Start Date is referred to as a Segment.

 

A Segment Type refers to a Segment Option that has the same Index, Segment Duration, and Segment Buffer. Each Segment Type has a corresponding Segment Type Holding Account. Please refer to the “Definitions of key terms” for a discussion of these terms.

 

The following chart lists the current Standard Segment Types:

 

Index   

Segment
Duration

  

Segment
Buffer

  

Minimum
Performance

Cap Rate

S&P 500 Price Return Index    5 year

1 year

   -10%; -15%

-10%; -15%

   10%

2%

Russell 2000® Price Return Index    5 year

1 year

   -10%; -15%

-10%; -15%

   10%

2%

MSCI EAFE Price Return Index    5 year

1 year

   -10%; -15%

-10%; -15%

   10%

2%

NASDAQ-100 Price Return Index    5 year

1 year

   -10%; -15%

-10%; -15%

   10%

2%

MSCI Emerging Market Price Return Index    1 year    -10%; -15%    2%

The following chart lists the current Step Up Segment Types:

 

Index   

Segment
Duration

  

Segment
Buffer

  

Minimum
Performance

Cap Rate

S&P 500 Price Return Index    1 year    -10%    2%
Russell 2000® Price Return Index    1 year    -10%    2%
MSCI EAFE Price Return Index    1 year    -10%    2%
NASDAQ-100 Price Return Index    1 year    -10%    2%

 

The following chart lists the current Dual Direction Segment Types:

 

Index   

Segment
Duration

  

Segment
Buffer

 

Minimum
Performance

Cap Rate

S&P 500 Price Return Index    5 year

1 year

   -10%; -15%

-10%

  10%

2%

Russell 2000® Price Return Index    1 year    -10%   2%
MSCI EAFE Price Return Index    1 year    -10%   2%
NASDAQ-100 Price Return Index    1 year    -10%   2%

 

The Indices are described in more detail below, under the heading “Indices.”

 

Standard Segment example:  For the S&P 500 Price Return Index/1 year/-10% Segment Type, a Segment could be established as S&P 500 Price Return Index/1 year/-10% with a 11% Performance Cap Rate. This means that you will participate in the performance of the S&P 500 Price Return Index for one year starting from the Segment Start Date. If the Index performs positively during this period, your Segment Rate of Return could be as much as 11% minus the applicable Contract Fee for that Segment Duration. If the Index performs negatively during this period, at maturity you will be protected from the first 10% of the Index’s decline minus the applicable Contract Fee. If the Index performance is between -10% and 0%, your Segment Maturity Value on the Segment Maturity Date will be equal to your Segment Investment minus the applicable Contract Fee.

 

Step Up Segment example:  For the S&P 500 Price Return Index Step Up/1 year/-10% Segment Type, a Segment could be established as S&P 500 Price Return Index Step Up/1 year/-10% with a 8% Performance Cap Rate. This means that you

 

 

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will participate in the performance of the S&P 500 Price Return Index for one year starting from the Segment Start Date. If the Index performs positively or equal to zero during this period, your Segment Rate of Return would be 8% minus the applicable Contract Fee for that Segment Duration. If the Index performs negatively during this period, at maturity you will be protected from the first 10% of the Index’s decline minus the applicable Contract Fee. If the Index performance is between -10% and 0%, your Segment Maturity Value on the Segment Maturity Date will be equal to your Segment Investment minus the applicable Contract Fee.

 

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

 

Dual Direction Segment example: For the S&P 500 Price Return Index/Dual Direction/5 year/-10% Segment Type, a Segment could be established as S&P 500 Price Return Index Dual Direction/5 year/-10% with a 60% Performance Cap Rate. This means that you will participate in the performance of the S&P 500 Price Return Index for five years starting from the Segment Start Date. If the Index performs positively during this period, your Segment Rate of Return could be as much as 60% for that Segment Duration. If the Index performs negatively but not more negatively than the Segment Buffer during this period, at maturity your Segment Rate of Return will be equal to the absolute value of the Index’s negative performance. This means that if the Index performs negatively down to and including -10%, your Segment Rate of Return will be positive up to and including 10%. If the Index performs more negatively than the Segment Buffer, your Segment Rate of Return will be negative equal to the percentage loss in the Index which exceeds the Segment Buffer. If the Index is flat (0% return), your Segment Rate of Return will be zero. Please note: The absolute value of a number is simply that number without regard to it being positive or negative (e.g., without regard to its mathematical sign). For example, the absolute value of -3 is 3. Therefore, for purposes of the Segment Rate of Return calculation, the absolute value of the Index Performance Rate is simply the Index Performance Rate without regard to its mathematical sign (e.g., the absolute value of a -3% Index Performance Rate is 3%).

 

Dual Direction Segments will generally have lower Performance Cap Rates than Standard Segments with the same Index, Segment Duration and Segment Buffer. This is because the Segment Rate of Return for Dual Direction Segments is equal to the absolute value of the Index Performance Rate for certain negative returns. Please note that the Performance Cap Rate and Segment Rate of Return for Dual Direction 5-year Segments are cumulative rates of return over the 5-year period from the Segment Start Date to the Segment Maturity Date. They are NOT annual rates, even if the Segment Duration is longer than one year.

Both the Performance Cap Rate and the Segment Rate of Return are rates of return from the Segment Start Date to the Segment Maturity Date, NOT annual rates of return. Therefore the Index Performance Rate is also not an annual rate. The performance of the Index, the Performance Cap Rate and the Segment Buffer are all measured from the Segment Start Date to the Segment Maturity Date, and the Performance Cap Rate and Segment Buffer apply if you hold the Segment until the Segment Maturity Date. If you surrender or cancel your contract, die or make a withdrawal or transfer from a Segment before the Segment Maturity Date, the Segment Buffer will not necessarily apply to the extent it would on the Segment Maturity Date, and any upside performance will be limited to a percentage lower than the Performance Cap Rate. Please see “Your contract’s value in the Structured Investment Option” in “Determining your contract’s value”. A partial withdrawal or transfer from a Segment does not affect the Performance Cap Rate and Segment Buffer that apply to any remaining amounts that are held in the Segment through the Segment Maturity Date.

 

We reserve the right to offer any or all Segment Types more or less frequently or to stop offering any or all of them or to suspend offering any or all of them temporarily for some or all contracts. Please see “Suspension, termination and changes to Segment Types”. All Segment Types may not be available in all states. We may also add Segment Types in the future.

 

We may limit the total number of Segments that you may have active at any time.

 

Indices

 

Each Segment Type references an Index that determines the performance of its associated Segments. We currently offer Segment Types based on the performance of securities indices. Throughout this Prospectus, we refer to these indices using the term “Index” or, collectively, “Indices.” Not all Indices may be available under your contract.

 

Securities Indices. The following securities Indices are currently available:

 

S&P 500 Price Return Index. The S&P 500 Price Return Index was established by Standard & Poor’s. The S&P 500 Price Return Index includes 500 leading companies in leading industries of the U.S. economy, capturing 75% coverage of U.S. equities. The S&P 500 Price Return Index does not include dividends declared by any of the companies included in this Index.

 

MSCI Emerging Markets Price Return Index. The MSCI Emerging Markets Price Return Index was established by MSCI. The MSCI Emerging Markets Price Return Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. As of the date of this prospectus, the MSCI Emerging Markets Price Return Index consists of the following 21 emerging market country indices: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey. The MSCI Emerging

 

 

15


Markets Price Return Index does not include dividends declared by any of the companies included in this Index.

 

NASDAQ-100 Price Return Index. The NASDAQ-100 Price Return Index includes securities of 100 of the largest domestic and international non-financial companies listed on The NASDAQ Stock Market based on market capitalization. The Index reflects companies across major industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology. It does not contain securities of financial companies including investment companies. The NASDAQ-100 Price Return Index does not include dividends declared by any of the companies included in this Index.

 

Russell 2000® Price Return Index. The Russell 2000® Price Return Index was established by Russell Investments. The Russell 2000® Price Return Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000® Price Return Index is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000® Price Return Index does not include dividends declared by any of the companies included in this Index.

 

MSCI EAFE Price Return Index. The MSCI EAFE Price Return Index was established by MSCI. The MSCI EAFE Price Return Index is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US and Canada. As of the date of this Prospectus the MSCI EAFE Price Return Index consisted of the following 22 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The MSCI EAFE Price Return Index does not include dividends declared by any of the companies included in this Index.

 

Please see Appendix “Index Publishers” for important information regarding the publishers of the Indices.

 

Segment Type Holding Accounts

 

Any contribution or transfer designated for a Segment Type will be allocated to the corresponding Segment Type Holding Account until the Segment Start Date. The Segment Type Holding Accounts are part of the EQ/Money Market variable investment option but we do not apply a Contract Fee to amounts in a Segment Type Holding Account. You must transfer or contribute to the Segment Type Holding Account for the corresponding Segment Type if you want to invest in a Segment; you cannot transfer or contribute directly to a Segment.

 

You can transfer amounts from a Segment Type Holding Account into any available variable investment options, or another Segment Type Holding Account at any time up to the close of business on the last business day before the Segment Start Date.

Please refer to the “How to reach us” section in your variable annuity contract prospectus for more information regarding contacting us and communicating your instructions. We also have specific forms that we recommend you use for electing the Structured Investment Option and any Structured Investment Option transactions.

 

Segment Start Date

 

Each Segment will have a Segment Start Date. Segments generally start on the first or third Thursday of each month. However, the Segment Start Date may sometimes be a different day under certain circumstances. Please see “Setting the Segment Maturity Date and Segment Start Date”. Also, we may offer Segments more or less frequently and on different days for some or all contracts.

 

Performance Cap Rate

 

The Performance Cap Rate is generally the highest Segment Rate of Return that can be credited on a Segment Maturity Date for positive Index Performance Rates. Performance Cap Rates, including the applicable Performance Cap Rates for Segments selected on your application, are announced at least one week before the Segment Start Date and can be found at www.equitable.com/ierates. The Performance Cap Rate for each Segment will not change throughout the Segment Duration. Each contract series may have different Performance Cap Rates with Investment Edge® Performance Cap Rates generally being higher than Investment Edge® Select Performance Cap Rates and Investment Edge® ADV Performance Cap Rates generally being higher than both Investment Edge® and Investment Edge® Select Performance Cap Rates. The Performance Cap Rate for the same Segment may vary between owners but will never be less than the applicable minimum Performance Cap Rate. Since Performance Cap Rates are announced online at least one week before the Segment Start Date, you should consider any differences in the Performance Cap Rates when deciding which contract series to purchase.

 

The Performance Cap Rate may limit your participation in any increases in the underlying Index associated with a Segment. Our minimum Performance Cap Rates for 1 year Standard Segments is 2%. Our minimum Performance Cap Rate for Step Up Segments is 2%. We guarantee that for the life of your contract we will not open a Segment with a Performance Cap Rate below the applicable minimum Performance Cap Rate. In some cases, we may decide not to declare a Performance Cap Rate for a Segment, in which case there is no maximum Segment Rate of Return for that Segment and you will receive the Index Performance Rate for that Segment subject to the Segment Buffer. When this happens, the Segment is referred to as uncapped.

 

Please note that the Performance Cap Rate and Segment Rate of Return are cumulative rates of return from the Segment Start Date to the Segment Maturity Date, NOT annual rates. The Performance Cap Rate is set at our sole discretion.

 

 

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Segment Participation Requirements

 

Provided that all participation requirements are met, all amounts allocated to a Segment Type that are in the associated Segment Type Holding Account as of the close of business on the business day preceding the Segment Start Date, plus any earnings on those amounts, will be transferred into the new Segment on the Segment Start Date. However, amounts transferred into the Segment Type Holding Account on the Segment Start Date itself will not be included in any new Segment created that day. These amounts will remain in the Segment Type Holding Account until they are transferred out or the next Segment Start Date on which the participation requirements are met for the amounts to be transferred into a new Segment.

 

The participation requirements are as follows: (1) Segment is available and (2) Segment Maturity Date Requirement is met. If these requirements are met, your account value in the Segment Type Holding Account will be transferred into a new Segment. This amount is your initial Segment Investment.

 

(1) Segment is available. The Segment must actually be created on the Segment Start Date as scheduled. We may suspend or terminate any Segment Type, at our sole discretion, at any time. If we terminate a Segment Type, no new Segments of that Segment Type will be created, and the amount that would have been transferred to the Segment will be transferred to the EQ/Money Market variable investment option instead. If we suspend a Segment Type, no new Segments of that Segment Type will be created until the suspension ends, and the amount that would have been transferred to the Segment will remain in the Segment Type Holding Account.

 

(2) Segment Maturity Date Requirement is met. The Segment Maturity Date must occur on or before the contract maturity date. If the Segment Maturity Date is after the contract maturity date, your account value in the Segment Type Holding Account will be transferred to the EQ/Money Market variable investment option.

 

Segment Maturity Date

 

Your Segment Maturity Date is the Segment Business Day on which a Segment ends. You will receive advance notice of maturing Segments in which you are currently invested in your quarterly statement. You will generally also receive a second advance notice of maturing Segments in which you are currently invested. The additional notice is available by mail or electronically and is generally provided at least 30 days before a Segment Maturity Date. You can instruct us to stop delivering this second notice to you at any time. We reserve the right to discontinue this second notice at any time.

 

Segment Maturity Instructions. You may specify maturity instructions that tell us how to allocate the Segment Maturity Value among the investment options and you can change these instructions at any time. You may tell us either to follow your instructions on file for new contributions, to with-

draw all or part of your Segment Maturity Value, or to transfer your Segment Maturity Value to the next available Segment of the same Segment Type, provided the participation requirements are met. While you may specify or change your maturity instructions for maturing Segments at any time until the close of business on the Segment Maturity Date, we recommend submitting new or revised instructions at least five business days prior to the Segment Maturity Date.

 

As stated above, you may elect to have maturing Segments invested according to your instructions on file, and those instructions may include allocations to different Segment Types, or you may elect to transfer your Segment Maturity Value to the next available Segment of the same Segment Type in which you are currently invested. If you take either of these steps, then the designated portion of your Segment Maturity Value will be transferred to the corresponding Segment Type Holding Account, as of the close of business on the Segment Maturity Date. Assuming that all participation requirements are met, the designated amounts will be treated like any other amounts in a Segment Type Holding Account. On the next Segment Start Date, the designated amounts in the Segment Type Holding Account will be transferred into the corresponding Segment. Typically, this means the designated amounts would be held in a Segment Type Holding Account for at least one business day.

 

If you have not provided us with maturity instructions for a maturing Segment, then by default the Segment Maturity Value will be transferred to the Segment Type Holding Account for the same Segment Type as the maturing Segment. Your Segment Maturity Value would then be transferred from that Segment Type Holding Account into the next Segment of that Segment Type on the Segment Start Date except that if the next Segment to be created in the Segment Type would not meet the Segment Maturity Date Requirement or that Segment Type has been terminated, we will instead transfer your Segment Maturity Value to the EQ/ Money Market variable investment option.

 

If you are impacted by these delays, you may transfer your Segment Maturity Value into another Segment Type Holding Account or any other investment option at any time before the next Segment Start Date.

 

Segment Maturity Value

 

We calculate your Segment Maturity Value on the Segment Maturity Date using your Segment Investment and the Segment Rate of Return.

 

Your Segment Maturity Value for all Segments is calculated as follows:

 

We multiply your Segment Investment by your Segment Rate of Return to get your Segment Return Amount. Your Segment Maturity Value is equal to your Segment Investment plus your Segment Return Amount. Your Segment Return Amount may be negative, in which case your Segment Maturity Value will be less than your Segment Investment.

 

 

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For Standard Segments, the Segment Rate of Return is equal to the Index Performance Rate (the percentage change in the value of the related Index from the Segment Start Date to the Segment Maturity Date), subject to the Performance Cap Rate and Segment Buffer minus the Contract Fee, as follows:

 

If the Index Performance Rate:    Your Segment Rate of Return
will be:
exceeds the Performance Cap Rate   

equal to the Performance

Cap Rate

minus the Contract Fee

is positive but less than or equal to the Performance Cap Rate   

equal to the Index Performance Rate

minus the Contract Fee

is flat or negative by a percentage equal to or less than the Segment Buffer   

equal to 0%

minus the Contract Fee

is negative by a percentage greater than the Segment Buffer   

negative, equal to the extent of the percentage exceeding the Segment Buffer

minus the Contract Fee

 

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

 

For Step Up Segments, the Segment Rate of Return is equal to:

 

  the Performance Cap Rate if the Index Performance Rate (the percentage change in the value of the related Index from the Segment Start Date to the Segment Maturity Date) is greater than or equal to zero minus the Contract Fee or

 

  the Index Performance Rate if the Index Performance Rate is negative, subject to the Segment Buffer minus the Contract Fee, as follows:

 

If the Index Performance Rate:   Your Segment Rate of Return
will be:
is greater than or equal to zero  

equal to the Performance Cap Rate

minus the Contract Fee

is negative by a percentage equal to or less than the Segment Buffer  

equal to 0%

minus the Contract Fee

is negative by a percentage greater than the Segment Buffer  

negative, equal to the extent of the percentage exceeding the Segment Buffer

minus the Contract Fee

 

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

 

Please note: Because of the way Segment Rate of Return is calculated for Step Up Segments, when the Index Performance Rate is near zero, a very small difference in the Index of

Performance Rate on the Segment Maturity Date can result in a very different Segment Rate of Return. For example, if the Performance Cap Rate is 8.00% and the Index Performance Rate is 0.00% on the Segment Maturity Date, the Segment Rate of Return would be 8.00% less the amount of the Contract Fee whereas, if the Index Performance Rate is -0.01% on the Segment Maturity Date the Segment Rate of Return is 0.00% less the amount of the Contract Fee.

 

For Dual Direction Segments, the Segment Rate of Return is equal to the Index Performance Rate subject to the Performance Cap Rate for positive and flat Index Performance Rates and the absolute value of negative Index Performance Rates unless the Index Performance Rate is less than the Segment Buffer in which case it is equal to the Index Performance Rate subject to the Segment Buffer, minus the Contract Fee, as follows:

 

If the Index Performance Rate:    Your Segment Rate of Return
will be:
is greater than the Performance Cap Rate   

equal to the Performance Cap Rate

minus the Contract Fee

is between the Performance Cap Rate and Segment Buffer (or equal to either)*   

equal to the absolute value of the Index Performance Rate

minus the Contract Fee

is negative by a percentage greater than the Segment Buffer   

negative, equal to the extent of the percentage exceeding the Segment Buffer

minus the Contract Fee

 

*

If the Index Performance Rate is zero, the Segment Rate of Return is zero.

 

Please note:

 

  Because of the way the Segment Rate of Return is calculated for Dual Direction Segments, when the Index Performance Rate is near the Segment Buffer, a very small difference in the Index Performance Rate on the Segment Maturity Date can result in a very different Segment Rate of Return. For example, for a 1-year Dual Direction Segment with a -10% Segment Buffer, if the Index Performance Rate is -10.00% on the Segment Maturity Date the Segment Rate of Return is 10.00% whereas, if the Index Performance Rate is -10.01% on the Segment Maturity Date the Segment Rate of Return is -0.01%.

 

  Because of the way the Segment Rate of Return is calculated for Dual Direction Segments, in certain situations the Segment Rate of Return may be greater for negative Index Performance Rates than for the corresponding positive Index Performance Rates. For example, for a 1-year Dual Direction Segment with a Performance Cap Rate of 7% and a -10% Segment Buffer, if the Index Performance Rate is -9% on the Segment Maturity Date the Segment Rate of Return is 9% whereas, if the Index Performance Rate is 9% on the Segment Maturity Date the Segment Rate of Return is 7%.
 

 

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Standard Segment Examples

 

Assume that you have a variable annuity contract with an account value of $100,000 and a Contract Fee of 1.25% and invest $1,000 in an S&P 500 Price Return Index, 1-year Segment with a -10% Segment Buffer, we set the Performance Cap Rate for that Segment at 10%, and you make no withdrawal from the Segment.

 

If the S&P 500 Price Return Index is 20% higher on the Segment Maturity Date than on the Segment Start Date, you will receive a 8.75% Segment Rate of Return, and your Segment Maturity Value would be $1087.50. We reach that amount as follows:

 

  The Index Performance Rate (20%) is greater than the Performance Cap Rate (10%), so the Segment Rate of Return (8.75%) is equal to the Performance Cap Rate minus the Contract Fee (1.25%).

 

  The Segment Return Amount ($87.50) is equal to the Segment Investment ($1,000) multiplied by the Segment Rate of Return (8.75%).

 

  The Segment Maturity Value ($1087.50) is equal to the Segment Investment ($1,000) plus the Segment Return Amount ($87.50).

 

If the S&P 500 Price Return Index is only 5% higher on the Segment Maturity Date than on the Segment Start Date, then you will receive a 3.75% Segment Rate of Return, and your Segment Maturity Value would be $1037.50. We reach that amount as follows:

 

  The Index Performance Rate (5%) is less than the Performance Cap Rate (10%), so the Segment Rate of Return (3.75%) is equal to the Index Performance Rate minus the Contract Fee (1.25%).

 

  The Segment Return Amount ($37.50) is equal to the Segment Investment ($1,000) multiplied by the Segment Rate of Return (3.75%).

 

  The Segment Maturity Value ($1037.50) is equal to the Segment Investment ($1,000) plus the Segment Return Amount ($37.50).

 

If the S&P 500 Price Return Index is 5% lower on the Segment Maturity Date than on the Segment Start Date, then you will receive a -1.25% Segment Rate of Return, and your Segment Maturity Value would be $987.50. We reach that amount as follows:

 

  The Index Performance Rate is -5% and the Segment Buffer absorbs the first 10% of negative performance, so the Segment Rate of Return is 0% minus the Contract Fee (1.25%).

 

  The Segment Return Amount (-$12.50) is equal to the Segment Investment ($1,000) multiplied by the Segment Rate of Return (-1.25%).

 

  The Segment Maturity Value ($987.50) is equal to the Segment Investment ($1000) plus the Segment Return Amount (-$12.50).

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

 

  The Index Performance Rate is -15% and the Segment Buffer absorbs the first 10% of negative performance, so the Segment Rate of Return is -5% minus the Contract Fee (1.25%).

 

  The Segment Return Amount (-$62.50) is equal to the Segment Investment ($1,000) multiplied by the Segment Rate of Return (-6.25%).

 

  The Segment Maturity Value ($937.50) is equal to the Segment Investment ($1,000) plus the Segment Return Amount (-$62.50).

 

Step Up Segment Examples

 

Assume that you have a variable annuity contract with an account value of $100,000 and a Contract Fee of 1.25% and invest $1,000 in an S&P 500 Price Return Index Step Up, 1-year Segment with a -10% Segment Buffer, we set the Performance Cap Rate for that Segment at 8%, and you make no withdrawal from the Segment.

 

If the S&P 500 Price Return Index is 10% higher on the Segment Maturity Date than on the Segment Start Date, you will receive an 6.75% Segment Rate of Return, and your Segment Maturity Value would be $1067.50. We reach that amount as follows:

 

  The Index Performance Rate (10%) is greater than or equal to zero, so the Segment Rate of Return (6.75%) is equal to the Performance Cap Rate minus the Contract Fee (1.25%).

 

  The Segment Return Amount ($67.50) is equal to the Segment Investment ($1,000) multiplied by the Segment Rate of Return (6.75%).

 

  The Segment Maturity Value ($1067.50) is equal to the Segment Investment ($1,000) plus the Segment Return Amount ($67.50).

 

If the S&P 500 Price Return Index is flat (0% return) on the Segment Maturity Date, you will receive an 6.75% Segment Rate of Return, and your Segment Maturity Value would be $1067.50. We reach that amount as follows:

 

  The Index Performance Rate (0%) is greater than or equal to zero, so the Segment Rate of Return (6.75%) is equal to the Performance Cap Rate minus the Contract Fee (1.25%).

 

  The Segment Return Amount ($67.50) is equal to the Segment Investment ($1,000) multiplied by the Segment Rate of Return (6.75%).

 

  The Segment Maturity Value ($1067.50) is equal to the Segment Investment ($1,000) plus the Segment Return Amount ($67.50).
 

 

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

 

  The Index Performance Rate is -15% and the Segment Buffer absorbs the first 10% of negative performance, so the Segment Rate of Return is -5% minus the Contract Fee (1.25%).

 

  The Segment Return Amount (-$62.50 is equal to the Segment Investment ($1,000) multiplied by the Segment Rate of Return (-6.25%).

 

  The Segment Maturity Value ($937.50) is equal to the Segment Investment ($1,000) plus the Segment Return Amount (-$62.50).

 

Dual Direction Segment Examples

 

Assume that you invest $1,000 in an S&P 500 Price Return Index Dual Direction, 1-year Segment with a -10% Segment Buffer, we set the Performance Cap Rate for that Segment at 9%, you make no withdrawal from the Segment, and a Contract Fee of 1.25% (Investment Edge® Select).

 

If the S&P 500 Price Return Index is 20% higher on the Segment Maturity Date than on the Segment Start Date, you will receive a 7.75% Segment Rate of Return, and your Segment Maturity Value would be $1,077.50. We reach that amount as follows:

 

  The Index Performance Rate (20%) is greater than the Performance Cap Rate (9%), so the Segment Rate of Return (7.75%) is equal to the Performance Cap Rate minus the Contract Fee (1.25%).

 

  The Segment Return Amount ($77.50) is equal to the Segment Investment ($1,000) multiplied by the Segment Rate of Return (7.75%).

 

  The Segment Maturity Value ($1,077.50) is equal to the Segment Investment ($1,000) plus the Segment Return Amount ($77.50).

 

If the S&P 500 Price Return Index is 5% higher on the Segment Maturity Date than on the Segment Start Date, you will receive a 3.75% Segment Rate of Return, and your Segment Maturity Value would be $1,037.50. We reach that amount as follows:

 

  The Index Performance Rate (5%) is less than the Performance Cap Rate (9%), so the Segment Rate of Return (3.75%) is equal to the Index Performance Rate minus the Contract Fee (1.25%).

 

  The Segment Return Amount ($37.50) is equal to the Segment Investment ($1,000) multiplied by the Segment Rate of Return (3.75%).

 

  The Segment Maturity Value ($1,037.50) is equal to the Segment Investment ($1,000) plus the Segment Return Amount ($37.50).

If the S&P 500 Price Return Index is 5% lower on the Segment Maturity Date than on the Segment Start Date, then you will receive a 3.75% Segment Rate of Return, and your Segment Maturity Value would be $1,037.50. We reach that amount as follows:

 

  The Index Performance Rate is -5% which is not more negative than the Segment Buffer (-10%), so the Segment Rate of Return (3.75%) is the absolute value of the Index Performance Rate (|-5%|) minus the Contract Fee (1.25%).

 

  The Segment Return Amount ($37.50) is equal to the Segment Investment ($1,000) multiplied by the Segment Rate of Return (3.75%).

 

  The Segment Maturity Value ($1,037.50) is equal to the Segment Investment ($1,000) plus the Segment Return Amount ($37.50).

 

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

 

  The Index Performance Rate is -15% and the Segment Buffer absorbs the first 10% of negative performance, so the Segment Rate of Return is -6.25% which is equal to the % exceeding the Segment Buffer (5%) plus the Contract Fee (1.25%).

 

  The Segment Return Amount (-$62.50) is equal to the Segment Investment ($1,000) multiplied by the Segment Rate of Return (-6.25%).

 

  The Segment Maturity Value ($937.50) is equal to the Segment Investment ($1,000) plus the Segment Return Amount (-$62.50).

 

Setting the Segment Maturity Date and Segment Start Date

 

There will generally be two or more Segment Maturity Dates and Segment Start Dates each month that the contract is outstanding. The Segment Maturity Date for Segments maturing and the Segment Start Date for new corresponding Segments will generally be scheduled to occur on consecutive Business Days that are also Segment Business Days.

 

If a Segment Maturity Date falls on a holiday, the Segment Maturity Date will generally be the preceding Segment Business Day. If a Segment Start Date falls on a holiday, the Segment Start Date will generally be the preceding Segment Business Day unless that preceding Segment Business Day is not in the same month. In these instances, no Segment will begin until the next scheduled Segment Start Date. Please see Appendix “Segment Maturity Date and Segment Start Date Examples” for a demonstration of the effects that scheduled holidays can have on the Segment Maturity Date and the Segment Start Date.

 

Effect of an emergency close.  Segments are scheduled to mature and start on Segment Business Days. The Segment Maturity Date for Segments maturing and the Segment Start Date for new corresponding Segments starting will generally

 

 

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occur on consecutive Business Days that are also Segment Business Days. It is possible that an Index could be affected by an emergency close on a Segment Business Day, thereby affecting the Index’s ability to publish a price and our ability to mature or start Segments based on the affected Index. Emergency closes can have two consequences.

 

1.

If the NYSE experiences an emergency close and cannot publish any prices, we will delay the maturity or start of all Segments for all Indices.

 

2.

If any Index other than the NYSE experiences an emergency close, we will delay the maturity and start of the Segments using the affected Index and mature or start Segments for all unaffected Indices.

 

The emergency closure of an Index other than the NYSE can have a different effect if it occurs on a Segment Maturity Date rather than a Segment Start Date. We do not currently offer any such Index, but may in the future.

 

  If an emergency close occurs on a scheduled Segment Maturity Date, then the Segment Maturity Date for that Segment will be delayed until the next Segment Business Day. The next Segment Business Day would be the Segment Start Date. If the emergency close only lasted that one day, the Segment Start Date and the Segment Maturity Date for the affected Segment would occur on the same day.

 

  If an emergency close occurs on an Index other than the NYSE on a scheduled Segment Start Date, then we would not create Segments that utilize the affected Index. However, on that day we would create Segments that utilize unaffected Indices. Consequently, Segment Maturity Values designated for Segment Types that utilize an affected Index would not be allocated to Segments and would remain in the corresponding Segment Type Holding Account.

 

If the conditions that cause an emergency close persist, we will use reasonable efforts to calculate the Segment Maturity Value of any affected Segments. If the affected Index cannot be priced within eight days, we will contact a calculating agency, normally a bank we have a contractual relationship with, which will determine a price to reflect a reasonable estimate of the Index level.

 

Suspension, Termination and Changes to Segment Types and Indices

 

We may decide at any time until the close of business on each Segment Start Date whether to offer any or all of the Segment Types described in this Prospectus on a Segment Start Date for a particular Segment. We may suspend a Segment Type for a week, month or a period of several months, or we may terminate a Segment Type entirely.

 

If a Segment Type is suspended, your account value will remain in the Segment Type Holding Account until a Segment of that Segment Type is offered or you transfer out of the Segment Type Holding Account. We will provide you with written confirmation when money is not transferred from a Segment Type Holding Account into a segment due to the suspension of a Segment Type.

 

If a Segment Type is terminated, your account value in the corresponding Segment Type Holding Account will be defaulted into the EQ/Money Market variable investment option on the date that would have been the Segment Start Date.

 

We have the right to substitute an alternative index prior to Segment maturity if the publication of one or more Indices is discontinued or at our sole discretion we determine that our use of such Indices should be discontinued or if the calculation of one or more of the Indices is substantially changed. The alternative index would be used to calculate performance from the Segment Start Date to the Segment Maturity Date. In addition, we reserve the right to use any or all reasonable methods to end any outstanding Segments that use such Indices. We also have the right to add additional Indices under the contract at any time. We would provide notice about the use of additional or alternative Indices, as soon as practicable, in a supplement to this Prospectus. If an alternative index is used, its performance could impact the Index Performance Rate, Segment Rate of Return, Segment Maturity Value, and Segment Interim Value. An alternative index would not change the Segment Buffer or Performance Cap Rate for an existing Segment. If a similar index cannot be found or we decide in our sole discretion not to substitute an alternate index, we will end the affected Segments prematurely by applying the Segment Performance Cap Rate and Segment Buffer to the actual gains or losses on the original Index as of the date of termination. We would attempt to choose a substitute index that has a similar investment objective and risk profile to the replaced index. For example, if the Russell 2000® Index were not available, we might use the NASDAQ.

 

We reserve the right to offer any or all Segment Types more or less frequently than we have been or to stop offering any or all of them or to suspend offering any or all of them temporarily for some or all contracts. If we stop offering or suspend certain Segment Types, each existing Segment of those Segment Types will remain invested until its respective Segment Maturity Date.

 

Your account value in the Structured Investment Option

 

Your value in each Segment on the Segment Maturity Date is calculated as described under “Segment Rate of Return” in “Contract Features and Benefits”.

 

In setting the Performance Cap Rate that we use in calculating the Segment Maturity Value, we assume that you are going to hold a Segment until the Segment Maturity Date. However, you have the right under the contract to access amounts in the Segments before the Segment Maturity Date. Therefore, we calculate a Segment Interim Value on each business day, which is also a Segment Business Day, between the Segment Start Date and the Segment Maturity Date. The method we use to calculate the Segment Interim Value is different than the method we use to calculate the value of the Segment on the Segment Maturity Date. Prior to the Segment Maturity Date, we use the Segment Interim Value to calculate (1) your account value; (2) the amount your beneficiary would receive as a death benefit; (3) the amount you would receive if you make a transfer or withdrawal from a Segment; (4) the amount you would receive if you surrender your variable annuity contract; or

 

 

21


(5) the amount you would receive if you cancel your variable annuity contract and return it to us for a refund within your state’s “free look” period (unless your state requires that we refund the full amount of your contribution upon cancellation). If a partial withdrawal or transfer is taken from a Segment on a date other than the Segment Maturity Date the Segment Investment will be reduced and the amount of the reduction could be more than the amount of the withdrawal or transfer. The risk of loss of principal may be greater in the case of an early withdrawal, surrender, free look, death, or transfer.

 

The Segment Interim Value is calculated based on a formula that provides a treatment for an early distribution that is designed to be consistent with how distributions at the end of a Segment are treated. Appendix “Segment Interim Value” sets forth the calculation formula as well as numerous hypothetical examples. The formula is calculated by adding the fair value of three components. These components provide us with a market value estimate of the risk of loss and the possibility of gain at the end of a Segment. These components are used to calculate the Segment Interim Value. The three components are:

 

(1)

Fair value of hypothetical fixed instruments; plus

 

(2)

Fair value of hypothetical derivatives; plus

 

(3)

Cap calculation factor.

 

We then compare the sum of the three components above with a limitation based on the Performance Cap Rate. In particular, the Segment Interim Value is never greater than the Segment Investment multiplied by the portion of the Performance Cap Rate corresponding to the portion of the Segment Duration that has elapsed. This limitation is imposed to discourage owners from withdrawing from a Segment before the Segment Maturity Date where there may have been significant increases in the relevant Index early in the Segment Duration. A pro rata portion of the Contract Fee is deducted from the lesser of the sum of the three components above or the Segment Investment multiplied by (1 + the Performance Cap Rate limiting factor). For more information, please see Appendix “Segment Interim Value”.

 

Even if the corresponding Index has experienced positive investment performance since the Segment Start Date, because of the factors we take into account in the calculation above, your Segment Interim Value may be lower than your Segment Investment.

 

Breakpoint Credit

 

Account value in the Segment Type Holding Accounts and Segments (using the Segment Interim Value) will be included in determining whether you meet the BPC Thresholds and in calculating the amount, if any, of the Breakpoint credit. On the Crediting Date, the BPC attributable to the Structured Investment Option will be credited to the EQ/Money Market variable investment option. See the variable annuity contract prospectus.

 

The Breakpoint Credit is not applicable to Investment Edge® ADV.

Structured Investment Option’s charges and expenses

 

Adjustments with respect to early surrender, transfer, withdrawal or other distribution from Segments

 

We use the Segment Interim Value when a surrender, transfer, withdrawal or other distribution (including fees and charges) is taken from a Segment prior to the Segment Maturity Date. The Segment Interim Value is calculated based on a formula that provides a treatment for an early distribution that is designed to be consistent with how distributions at the end of a Segment are treated. For more information on the calculation of the Segment Interim Value, please see Appendix “Segment Interim Value”.

 

How we deduct the variable annuity contract charges from the Structured Investment Option

 

Electing the Structured Investment Option changes how certain charges under your variable annuity contract are allocated and administered.

 

The Contract Fee

 

Under the provisions of your variable annuity contract, we deduct the Contract Fee as a daily charge from the net assets in each variable investment option, except for account value in the Segment Type Holding Account, to compensate us for mortality and expense risks and other expenses. While we do not deduct a daily charge from assets in the Segment Type Holding Accounts, we do deduct a daily charge from assets invested in the EQ/Money Market variable investment option, as well as, assets in the dollar cost averaging account held in the EQ/Money Market variable investment option, both of which are available under your variable annuity contract. For more information, please see “Charges and Expenses” in your variable annuity contract prospectus.

 

We apply the Contract Fee as part of the Segment Rate of Return calculation. The charge is equal to an annual rate of 1.00% (Investment Edge®), 1.25% (Investment Edge® Select), or 0.25% (Investment Edge® ADV). A pro rata portion of this charge is deducted as part of the Segment Interim Value calculation if a partial withdrawal or transfer is taken from a Segment on a date other than the Segment Maturity Date or if the contract is surrendered, annuitized or a death benefit paid on a date other than the Segment Maturity Date.

 

Contract Maintenance Fee

 

The annual contract maintenance fee, if any, will be deducted pro rata from the account value in the investment options on the last business day of each contract year as described in your variable annuity contract prospectus. If there is insufficient value or no value in those options, the charge will then be deducted from the Segment Type Holding Account, and then pro rata from the Segments.

 

Return of Premium death benefit charge

 

The charge is deducted pro rata from the investment options as described in your variable annuity contract prospectus. If those amounts are insufficient, we will make up the required amounts from the Segment Holding Type Account and then pro rata from the Segments.

 

 

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Transfers

 

Under your variable annuity contract, at any time before the date annuity payments are to begin, you can transfer some or all of your account value among the investment options, subject to the following current limitations:

 

  You may not transfer out of a Segment Type Holding Account on a Segment Start Date.

 

  A contribution or transfer into a Segment Type Holding Account on a Segment Start Date will not be transferred into the Segment that is created on that Segment Start Date. Your money will be transferred into a Segment on the next Segment Start Date, provided you meet the participation requirements.

 

  You may not contribute or transfer money into a Segment Type Holding Account and designate a Segment Start Date. The account value in the Segment Type Holding Account will be transferred on the first Segment Start date on which you meet the participation requirements.

 

  You may not contribute or transfer into a Segment Type Holding Account if the Segment Maturity Date of the Segment that will be created on the Segment Start Date would be after the maturity date of your contract.

 

  You may not transfer to a Segment if the total number of Segments that would be active in your contract after such transfer would be greater than 160. See “Allocating your contributions” in “Contract features and benefits” for more information. If a transfer from a Segment Type Holding Account into a Segment will cause a contract to exceed this limit, such transfers will be defaulted to the EQ/Money Market variable investment option. If there are multiple Segments scheduled to be established on a Segment Start Date, new Segments will be established in the order of those that would have the largest initial Segment Investment first until the limit is reached. Any remaining amount that is not transferred into a Segment will then be defaulted to the EQ/Money Market variable investment option.

 

  Transfers from a Segment Type Holding Account to a Segment will not occur if you do not meet the participation requirements. See “Segment Participation Requirements” in “Contract features and benefits”.

 

  If your variable annuity contract permits dollar cost averaging (“DCA”) programs, you can elect to have the DCA systematically transfer amounts over time to the Segment Type Holding Account subject to the following current limitations:

 

 

Currently, your account value will be transferred from the DCA program into your designated Segment Type Holding Account(s) on a monthly basis.

 

 

If a Segment Type is suspended, any amount in the DCA program destined for that Segment will be transferred to the Segment Type Holding Account. It will remain there until the next Segment Start Date on which the Segment is not suspended. If one of the Segment Types is terminated or discontinued, the value in the terminated Segment

  Type Holding Account will be moved to the EQ/Money Market variable investment option.

 

 

The rebalancing program feature in your variable annuity contract is not available for amounts allocated to the Segment Type Holding Account or to any Segment.

 

Upon advance notice to you, via a client communication mailing, we may change or establish additional restrictions on transfers among the investment options, including limitations on the number, frequency, or dollar amount of transfers. In addition, we may, at any time, exercise our right to limit or terminate transfers into any of the variable investment options and to limit the number of variable investment options which you may elect. We currently do not impose any transfer restrictions among the variable investment options. A transfer request does not change your allocation instructions on file. Our current transfer restrictions are set forth in the “Disruptive transfer activity” section of the variable annuity prospectus.

 

Please see “Allocating your contributions” in “Contract features and benefits” in your variable annuity contract prospectus for more information about your role in managing your allocations.

 

Transfers from a Segment prior to the Segment Maturity Date reduce the Segment Investment on a pro rata basis by the same proportion that the Segment Interim Value is reduced on the date of the transfer. Accordingly, the Segment Investment could be reduced by more than the amount of the transfer.

 

How distributions, including withdrawals, are taken from your account value under the Structured Investment Option

 

When you elect the Structured Investment Option, unless you specify otherwise, we will take your withdrawals (or other distributions) as follows:

 

  Withdrawals will be taken on a pro rata basis from your value in the investment options as described in your variable annuity contract prospectus and any withdrawal request form. If there is insufficient value or no value in those investment options, any additional amount of the withdrawal or the total amount of the withdrawal will be withdrawn from the Segment Type Holding Account(s) on a pro rata basis. If there is insufficient value or no value in the Segment Type Holding Account(s), any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the Segment(s) on a pro rata basis.

 

You can specify a withdrawal be taken from any investment option at any time. However, you can only request a withdrawal be taken specifically from a Segment when there is zero value (meaning no money) in all other variable investment options and Segment Type Holding Accounts.

 

If you have amounts in a Segment Type Holding Account and you make a withdrawal on a Segment Start Date, that withdrawal will occur before any transfer into the Segment and that withdrawal amount will not be transferred into the Segment created on that date.

 

 

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Withdrawals from a Segment prior to your Segment Maturity Date reduce the Segment Investment on a pro rata basis by the same proportion that the Segment Interim Value is reduced on the date of the withdrawal. Accordingly, the Segment Investment could be reduced by more than the amount of the withdrawal. We use the Segment Investment to determine your Segment Maturity Value.

 

You can request, in advance of your Segment Maturity Date, a withdrawal of your Segment Maturity Value on the Segment Maturity Date. We reserve the right to change or cancel this provision at any time.

 

Effect of your death on the Structured Investment Option

 

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

 

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

 

How the Structured Investment Option affects the Beneficiary continuation option

 

This feature permits a designated individual, on your death, to maintain a contract with your name on it and receive distributions under the contract, instead of receiving the death benefit in a single sum.

 

Under the Beneficiary continuation option, if you have any account value in a Segment or Segment Holding Account:

 

  The transfer restrictions on amounts in Segments prior to election of the beneficiary continuation option remain in place. The Segment Maturity Value may be reinvested in other investment options. However, if the beneficiary has chosen the “5-year rule,” amounts may not be invested in Segments with Segment Maturity Dates later than December 31st of the calendar year which contains the fifth anniversary of your death.

 

  If there is more than one beneficiary, then as of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the beneficiary continuation option feature for the first beneficiary, all Segments will continue for each beneficiary.

 

A beneficiary who chooses to receive annual payments over his life expectancy should consult his tax adviser about selecting Segments that provide sufficient liquidity to satisfy the payout requirements under this option.

The Non-Unitized Separate Account

 

Separate Account No. 71A is a non-unitized separate account of Equitable Financial Life Insurance Company of America established under Arizona Insurance Law and Separate Account No.          is a non-unitized separate account of Equitable Financial Life Insurance Company established under New York Insurance Law (the “non-unitized separate account”).

 

We hold assets in the non-unitized separate account to support our obligations under the Structured Investment Option. We own the assets of the non-unitized separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in the non-unitized separate account. We are obligated to pay all money we owe under the contract. If the obligation exceeds the assets of the non-unitized separate account, funds will be transferred to the non-unitized separate account from the general account. We may, subject to applicable state law, transfer all assets allocated to the non-unitized separate account to our general account. We guarantee all benefits relating to your value in the Structured Investment Option, regardless of whether assets supporting the Structured Investment Option are held in a non-unitized separate account or our general account. An owner should look to the financial strength of the Company for its claims-paying ability. For more information, see “About the general account”.

 

We may invest non-unitized separate account assets in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues. We may also invest in interest rate swaps. Although the above generally describes our plans for investing the assets supporting our obligations under the Structured Investment Option, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws.

 

 

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4. Distribution of the Contracts

 

 

The Structured Investment Option is only available under certain variable annuity contract(s) issued by the Company. Extensive information about the arrangements for distributing the annuity contracts, including sales compensation, is included in the appropriate variable annuity contract prospectus and in the statement of additional information that relates to that prospectus under “Distribution of the contracts”, respectively. All of that information applies regardless of whether you choose to use the Structured Investment Option, and there is no additional plan of distribution or sales compensation with respect to the Structured Investment Option. There is also no change to the information regarding the fact that the principal underwriter(s) is an affiliate or an indirect wholly owned subsidiary of the Company.

 

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5. Incorporation of certain documents by reference

 

 

Equitable Financial Life Insurance Company’s Annual Report on Form 10-K and Equitable Financial Life Insurance Company of America’s Annual Report on Form 10-K for the period ended December 31, 2021 (the “Annual Report”) is considered to be part of this Prospectus because it is incorporated by reference.

 

The Company files reports and other information with the SEC, as required by law. You may read and copy this information at the SEC’s public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC’s website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the Structured Investment Option (the “Registration Statement”). This Prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement.

 

After the date of this Prospectus and before we terminate the offering of the securities under the Registration Statement, all documents or reports we file with the SEC under the Securities Exchange Act of 1934 (“Exchange Act”), will be considered to become part of this Prospectus because they are incorporated by reference.

 

Any statement contained in a document that is or becomes part of this Prospectus, will be considered changed or replaced for purposes of this Prospectus if a statement contained in this Prospectus changes or is replaced. Any statement that is considered to be a part of this Prospectus because of its incorporation will be considered changed or replaced for the purpose of this Prospectus if a statement contained in any other subsequently filed document that is considered to be part of this Prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this Prospectus.

 

We file the Registration Statement and our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov.

 

Upon written or oral request, we will provide, free of charge, to each person to whom this Prospectus is delivered, a copy of any or all of the documents considered to be part of this Prospectus because they are incorporated herein. In accordance with SEC rules, we will provide copies of any exhibits specifically incorporated by reference into the text of

the Exchange Act reports (but not any other exhibits). Requests for documents should be directed to:

 

Equitable Financial Life Insurance Company of America

525 Washington Boulevard

Jersey City, NJ 07310

Attention: Corporate Secretary (telephone: (212) 554-1234)

 

Equitable Financial Life Insurance Company

1290 Avenue of the Americas

New York, NY 10104

Attention: Corporate Secretary (telephone: (212) 554-1234)

 

You can access our website at www.equitable.com.

 

Independent Registered Public Accounting Firm

 

The consolidated financial statements and financial statement schedules of Equitable Financial Life Insurance Company of America incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2021 and the consolidated financial statements and financial statement schedules of Equitable Financial Life Insurance Company incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2021 have been so incorporated in reliance on the report of                                 , an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

 

                                  provides independent audit services and certain other non-audit services to the Company as permitted by the applicable SEC independence rules, and as disclosed in the Company’s Form 10-K.                                 ’s address is 300 Madison Avenue, New York, New York 10017.

 

 

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Appendix: Segment Interim Value

 

 

 

We calculate the Segment Interim Value for each Segment on each Segment Business Day that falls between the Segment Start Date and Segment Maturity Date. The calculation is a formula designed to measure the fair value of your Segment Investment on the particular interim date, and is based on the downside protection provided by the Segment Buffer, the limit on participation in investment gain provided by the Performance Cap Rate, an adjustment for the effect of a withdrawal (which also includes a surrender, payment or transfer out) prior to the Segment Maturity Date and a pro rata portion of the Contract Fee. The formula we use, in part, derives the fair value of hypothetical investments in fixed instruments and derivatives. These values provide us with protection from the risk that we will have to pay out account value related to a Segment prior to the Segment Maturity Date. The hypothetical put option provides us with a market value of the potential loss at Segment maturity, and the hypothetical call options provide us with a market value of the potential gain at Segment maturity. This formula provides a treatment for an early distribution that is designed to be consistent with how distributions at the end of a Segment are treated. We are not required to hold such investments in relation to Segments and may or may not choose to do so. You are not affected by the performance of any of our investments (or lack thereof) relating to Segments. The formula also includes an adjustment relating to the Cap Calculation Factor. This is a positive adjustment of the percentage of the estimated expenses corresponding to the portion of the Segment Duration that has not elapsed. This Appendix sets forth the actual calculation formula, an overview of the purposes and impacts of the calculation, and detailed descriptions of the specific inputs into the calculation. You should note that even if a corresponding Index has experienced positive growth, the calculation of your Segment Interim Value may result in an amount lower than your Segment Investment. We have included examples of calculations of Segment Interim Values under various hypothetical situations at the end of this Appendix.

 

Calculation Formula

 

Your Segment Interim Value is equal to the lesser of (A) or (B) minus a pro rata portion of the Contract Fee, where:

 

(A)

equals the sum of the following three components:

 

  (1)

Fair Value of hypothetical Fixed Instruments; plus

 

  (2)

Fair Value of hypothetical Derivatives; plus

 

  (3)

Cap Calculation Factor.

 

(B)

equals the Segment Investment multiplied by (1 + the Performance Cap Rate limiting factor).

 

Overview of the Purposes and Impacts of the Calculation

 

Fair Value of Hypothetical Fixed Instruments.  The Segment Interim Value formula includes an element designed to compensate us for the fact that when we have to pay out account value related to a Segment before the Segment Maturity Date, we forgo the opportunity to earn interest on the Segment Investment from the date of withdrawal (which also includes a surrender, payment or transfer out) until the Segment Maturity Date. We accomplish this estimate by calculating the present value of the Segment Investment using an investment rate widely used in financial markets.

 

Fair Value of Hypothetical Derivatives.  For Standard Segments we use hypothetical put and call options that are designated for each Segment to estimate the market value, at the time the Segment Interim Value is calculated, of the risk of loss and the possibility of gain at the end of the Segment. This calculation reflects the value of the downside protection that would be provided at maturity by the Segment Buffer as well as the upper limit that would be placed on gains at maturity due to the Performance Cap Rate. For Step Up Segments, we use a hypothetical put and binary call option to estimate the market value, at the time the Segment Interim Value is calculated, of the risk of loss and the possibility of gain at the end of the Segment. This calculation reflects the downside protection that would be provided at maturity by the Segment Buffer as well as the potential upside payout at maturity equal to the Performance Cap Rate. For Dual Direction Segments, we use hypothetical put, call and binary put options to estimate the market value, at the time the Segment Interim Value is calculated, of the risk of loss and the possibility of gain at the end of the Segment.

 

When valuing the hypothetical Derivatives as part of the Segment Interim Value calculation, we use inputs that are consistent with market prices that reflect the estimated cost of exiting the hypothetical Derivatives before Segment maturity. See the “Fair Value of Hypothetical Derivatives” in “Detailed Descriptions of Specific Inputs to the Calculation”. Our fair market value methodology, including the market standard model we use to calculate the fair value of the hypothetical Derivatives for each particular Segment, may result in a fair value that is higher or lower than the fair value other methodologies and models would produce. Our fair value may also be higher or lower than the actual market price of the identical derivatives. As a result, the Segment Interim Value you receive may be higher or lower than what other methodologies and models would produce.

 

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At the time the Segment Interim Value is determined, the Fair Value of Hypothetical Derivatives for Standard Segments is calculated using three different hypothetical options. These hypothetical options are designated for each Segment and are described in more detail in this Appendix.

 

At-the-Money Standard Segment Call Option (strike price equals the index value at Segment inception).  For Standard Segments, the potential for gain is estimated using the value of this hypothetical option.

 

Out-of-the-Money Call Option (strike price equals the index increased by the Performance Cap Rate).  The potential for gain in excess of the Performance Cap Rate is estimated using the value of this hypothetical option.

 

  For Standard Segments, the net amount of the At-the-Money Standard Segment Call Option less the value of the Out-of-the-Money Call Option is an estimate of the market value of the possibility of gain at the end of the Segment as limited by the Performance Cap Rate.

 

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

 

  It is important to note that this put option value will almost always reduce the principal you receive, even where the Index is higher at the time of the withdrawal than at the time of the original investment. This is because the risk that the Index could have been lower at the end of a Segment is present to some extent whether or not the Index has increased at the earlier point in time that the Segment Interim Value is calculated.

 

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

 

At-the-Money Binary Call Option (strike price equals the index value at Segment inception).  For Step Up Segments, the potential gain is estimated using the value of this hypothetical option.

 

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

 

  It is important to note that this put option value will almost always reduce the principal you receive, even where the Index is higher at the time of the withdrawal than at the time of the original investment. This is because the risk that the Index could have been lower at the end of a Segment is present to some extent whether or not the Index has increased at the earlier point in time that the Segment Interim Value is calculated.

 

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

 

At-the-Money Call Option (strike price equals the index value at Segment inception). For Dual Direction Segments, the potential for gain in an up market is estimated using the value of this hypothetical option.

 

Out-of-the-Money Call Option (strike price equals the index increased by the Performance Cap Rate). The risk of loss is estimated using the value of this hypothetical option.

 

  For Dual Direction Segments, the net amount of the At-the-Money Call Option less the value of the Out-of-theMoney Call Option is an estimate of the market value of the possibility of gain at the end of the Segment in an up market as limited by the Performance Cap Rate.

 

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

 

Out-of-the-Money Put Option (strike price equals the index decreased by the Segment Buffer). The risk of loss in a down market in excess of the Buffer is estimated using the value of this hypothetical option. Dual Direction Segments use two of these options.

 

  For Dual Direction Segments, the net amount of the At-the-Money Put Option less the value of one of the Out-ofthe-Money Put Options is an estimate of the market value of the possibility of gain at the end of the Segment in a down market limited by the Buffer.

 

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

 

  For Dual Direction Segments, the other Out-of-the-Money Put Option combined with the Out-of-the-Money Binary Put Option is an estimate of the market value of the possibility of loss at the end of the Segment in a down market in excess of the Buffer.

 

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  It is important to note that the put option value and binary put option value will almost always reduce the Segment Interim Value, even where the Index is higher at the time of the withdrawal than at the time of the original investment. This is because the risk that the Index could have been lower at the end of a Segment is present to some extent whether or not the Index has increased at the earlier point in time that the Segment Interim Value is calculated.

 

Cap Calculation Factor.  In setting the Performance Cap Rate, we take into account that we incur expenses in connection with a contract, including insurance and administrative expenses. The Segment Interim Value formula includes item (A)(3) above, the Cap Calculation Factor, which is designed to reflect the fact that we will not incur those expenses for the entire duration of the Segment if you withdraw your investment prior to the Segment Maturity Date. Therefore, the Cap Calculation Factor is always positive and declines during the course of the Segment.

 

Performance Cap Rate limiting factor.  The formula provides that the Segment Interim Value is never greater than (B) above, which is the portion of the Performance Cap Rate corresponding to the portion of the Segment Duration that has elapsed. This limitation is imposed to discourage owners from withdrawing from a Segment before the Segment Maturity Date where there may have been significant increases in the relevant Index early in the Segment Duration. Although the Performance Cap Rate limiting factor pro-rates the upside potential on amounts withdrawn early, there is no similar adjustment to pro-rate the downside protection. This means, if you surrender or cancel your contract, die or make a transfer or withdrawal from a Segment before the Segment Maturity Date, the Segment Buffer will not necessarily apply to the extent it would on the Segment Maturity Date, and any upside performance will be limited to a percentage lower than the Performance Cap Rate.

 

Detailed Descriptions of Specific Inputs to the Calculation

 

(A)(1) Fair Value of Hypothetical Fixed Instruments.  The Fair Value of Hypothetical Fixed Instruments in a Segment is currently based on the investment rate associated with the Segment’s remaining time to maturity. Investment rates are interest rates associated with investment grade fixed income instruments which can be used to back the Segment. The investment rate will seek to approximate the bond yields which are used in the fixed instrument strategy (e.g., pricing, hedging) for this product. The investment rate will be determined based on an investment grade index selected to approximately correspond to the quality profile of bonds used in the fixed instrument strategy for this product. To apply the investment grade index values to the Fair Value of Hypothetical Fixed Instruments component of Segment Interim Value calculation, the spread over risk-free rates for selected investment grade index maturity points will be added to the risk-free rates used in other components of the Segment Interim Value calculation.

 

The Fair Value of Hypothetical Fixed Instruments is defined as its present value, as expressed in the following formula: (Segment Investment)/(1 + rate)(time to maturity)

 

The Company’s decision to use investment rates, which are generally higher than swap rates, to calculate the Fair Value of Hypothetical Instruments component of the Segment Interim Value will result in a lower value for that component relative to using swap rates to calculate that component and, all other things being equal, will result in a lower recalculated Segment Investment if a partial withdrawal or transfer is taken from a Segment or a lower withdrawal amount if a full withdrawal or transfer is taken from a Segment. The time to maturity is expressed as a fraction, in which the numerator is the number of days remaining in the Segment Duration and the denominator is the average number of days in each year of the Segment Duration for that Segment.

 

(A)(2) Fair Value of Hypothetical Derivatives.  We utilize a fair market value methodology to determine the Fair Value of Hypothetical Derivatives.

 

For each Standard Segment, we designate and value three hypothetical options, each of which is tied to the performance of the Index underlying the Segment in which you are invested. For Standard Segments, these are: (1) the At-the-Money Call Option, (2) the Out-of-the-Money Call Option and (3) the Out-of-the-Money Put Option. At Segment maturity, the Put Option is designed to value the loss below the buffer, while the call options are designed to provide gains up to the Performance Cap Rate. These options are described in more detail below.

 

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

 

For each Dual Direction Segment, we designate and value several hypothetical options, each of which is tied to the performance of the Index underlying the Segment in which you are invested. For Dual Direction Segments, these are: (1) the At-the-Money Call Option, (2) Out-of-the-Money Call Option, (3) At-the-Money Put Option, (4) two Out-of-the-Money Put Options and (5) Out-of-the-Money Binary Put Option. At Segment maturity, these hypothetical options are designated to value gains up to the Performance Cap Rate in an up market and down to the Buffer in a down market, as well as, value losses below the Segment Buffer.

 

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In addition to the inputs discussed above, the Fair Value of Hypothetical Derivatives is also affected by the time remaining until the Segment Maturity Date. More information about the designated hypothetical options is set forth below:

 

(1)

At-the-Money Call Option:  This is an option to buy a position in the relevant Index equal to the Segment Investment on the scheduled Segment Maturity Date, at the price of the Index on the Segment Start Date. At any time during the Segment Duration, the fair value of the Standard Segment At-the-Money Call Option represents the market value of the potential to receive an amount in excess of the Segment Investment on the Segment Maturity Date equal to the percentage growth in the Index between the Segment Start Date and the Segment Maturity Date, multiplied by the Segment Investment.

 

(2)

Out-of-the-Money Call Option:  This is an option to sell a position in the relevant Index equal to the Segment Investment on the scheduled Segment Maturity Date, at the price of the Index on the Segment Start Date increased by a percentage equal to the Performance Cap Rate. At any time during the Segment Duration, the fair value of the Out-of-the-Money Call Option represents the market value of the potential to receive an amount in excess of the Segment Investment equal to the percentage growth in the Index between the Segment Start Date and the Segment Maturity Date in excess of the Performance Cap Rate, multiplied by the Segment Investment. The value of this option is used to offset the value of the At-the-Money Standard Segment Call Option (for Standard Segments), thus recognizing in the Interim Segment Value a ceiling on gains at Segment maturity imposed by the Performance Cap Rate.

 

(3)

Out-of-the-Money Put Option:  This is an option to sell a position in the relevant Index equal to the Segment Investment on the scheduled Segment Maturity Date, at the price of the Index on the Segment Start Date decreased by a percentage equal to the Segment Buffer. At any time during the Segment Duration, the fair value of the Out-of-the-Money Put Option represents the market value of the potential to receive an amount equal to the excess of the negative return of the Index between the Segment Start Date and the Segment Maturity Date beyond the Segment Buffer, multiplied by the Segment Investment. The value of this option reduces the Interim Segment Value, as it reflects losses that may be incurred in excess of the Segment Buffer at Segment maturity.

 

For Standard Segments, the Fair Value of Derivatives is equal to (1) minus (2) minus (3), as defined above.

 

(1)

At-the-Money Call Option:  This is an option to buy a position in the relevant Index equal to the Segment Investment on the scheduled Segment Maturity Date, at the price of the Index on the Segment Start Date. At any time during the Segment Duration, the fair value of the At-the-Money Call Option represents the market value of the potential to receive an amount in excess of the Segment Investment on the Segment Maturity Date equal to the percentage growth in the Index between the Segment Start Date and the Segment Maturity Date, multiplied by the Segment Investment.

 

(2)

Out-of-the-Money Call Option:  This is an option to buy a position in the relevant Index equal to the Segment Investment on the scheduled Segment Maturity Date, at the price of the Index on the Segment Start Date increased by a percentage equal to the Performance Cap Rate. At any time during the Segment Duration, the fair value of the Out-of-the-Money Call Option represents the market value of the potential to receive an amount in excess of the Segment Investment equal to the percentage growth in the Index between the Segment Start Date and the Segment Maturity Date in excess of the Performance Cap Rate, multiplied by the Segment Investment. The value of this option is used to offset the value of the At-the-Money Call Option, thus recognizing in the Interim Segment Value a ceiling on gains at Segment maturity imposed by the Performance Cap Rate.

 

(3)

At-the-Money Put Option:  This is an option to sell a position in the relevant Index equal to the Segment Investment on the scheduled Segment Maturity Date, at the price of the Index on the Segment Start Date. At any time during the Segment Duration, the fair value of the At-the-Money Put Option represents the market value of the potential to receive an amount equal to the negative return of the Index between the Segment Start Date and the Segment Maturity Date, multiplied by the Segment Investment.

 

(4)

Out-of-the-Money Put Option (Dual Direction Segments use two of these options):  This is an option to sell a position in the relevant Index equal to the Segment Investment on the scheduled Segment Maturity Date, at the price of the Index on the Segment Start Date decreased by a percentage equal to the Segment Buffer. At any time during the Segment Duration, the fair value of the Out-of-the-Money Put Option represents the market value of the potential to receive an amount equal to the excess of the negative return of the Index between the Segment Start Date and the Segment Maturity Date beyond the Segment Buffer, multiplied by the Segment Investment. The value of one Out-of-the-Money Put option is used to offset the value of the At-the-Money Put Option, and the value of the other Out-of-the-Money Put Option is used to value the potential losses that may be incurred in excess of the Segment Buffer at Segment maturity.

 

(5)

Out-of-the-Money Binary Put Option:  This is a requirement to pay the absolute value of the Segment Buffer multiplied by the Segment Investment on the scheduled Segment Maturity Date, if the index price is lower than the index price on the Segment Start Date decreased by a percentage equal to the Segment Buffer. At any time during the Segment Duration, the fair value of the Out-of-the-Money Binary Put Option represents the market value of the potential to receive the absolute value of the Segment Buffer multiplied by the Segment Investment on the Segment Maturity Date.

 

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For Dual Direction Segments, the Fair Value of Derivatives is equal to (1) minus (2) plus (3) minus (4) minus (5), as defined above.

 

(1)

At-the-Money Binary Call Option:  This is an option to receive the Performance Cap Rate on the scheduled Segment Maturity Date, if the index price is at or higher than the index price on the Segment Start Date. At any time during the Segment Duration, the fair value of the At-the-Money Binary Call Option represents the market value of the potential to receive the Performance Cap Rate on the Segment Maturity Date, multiplied by the Segment Investment.

 

(2)

Out-of-the-Money Put Option:  This is an option to sell a position in the relevant Index equal to the Segment Investment on the scheduled Segment Maturity Date, at the price of the Index on the Segment Start Date decreased by a percentage equal to the Segment Buffer. At any time during the Segment Duration, the fair value of the Out-of-the-Money Put Option represents the market value of the potential to receive an amount equal to the excess of the negative return of the Index between the Segment Start Date and the Segment Maturity Date beyond the Segment Buffer, multiplied by the Segment Investment. The value of this option reduces the Interim Segment Value, as it reflects losses that may be incurred in excess of the Segment Buffer at Segment maturity.

 

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

 

We determine the fair value of each of the applicable designated hypothetical options for a Standard Segment, Step Up Segment or Dual Direction Segment using a market standard model for valuing a European option on the Index, assuming a continuous dividend yield or net convenience value, with inputs that are consistent with market prices that reflect the estimated cost of exiting the hypothetical Derivatives prior to Segment maturity (e.g., the estimated ask price). If we did not take into account the estimated exit price, your Segment Interim Value would be greater. In addition, the estimated fair value price used in the Segment Interim Value calculation may vary higher or lower from other estimated prices and from what the actual selling price of identical derivatives would be at any time during each Segment. If our estimated fair value price is lower than the price under other fair market estimates or for actual transactions, then your Segment Interim Value will be less than if we used those other prices when calculating your Segment Interim Value. Any variance between our estimated fair value price and other estimated or actual prices may be different from Segment Type to Segment Type and may also change from day to day. Each hypothetical option has a notional value on the Segment Start Date equal to the Segment Investment on that date. The notional value is the price of the underlying Index at the inception of the contract. In the event that a number of options, or a fractional number of options, are being valued, the notional value would be the number of hypothetical options multiplied by the price of the Index at inception.

 

We use the following model inputs:

 

(1)

Implied Volatility of the Index — This input varies with (i) how much time remains until the Segment Maturity Date of the Segment, which is determined by using an expiration date for the designated option that corresponds to that time remaining and (ii) the relationship between the strike price of that option and the level of the Index at the time of the calculation.

 

This relationship is referred to as the “moneyness” of the option described above, and is calculated as the ratio of current price to the strike price. Direct market data for these inputs for any given early distribution are generally not available, because options on the Index that actually trade in the market have specific maturity dates and moneyness values that are unlikely to correspond precisely to the Segment Maturity Date and moneyness of the designated option that we use for purposes of the calculation.

 

Accordingly, we use the following method to estimate the implied volatility of the Index. We use daily quotes of implied volatility from independent third-parties using the model described above and based on the market prices for certain options. Specifically, implied volatility quotes are obtained for options with the closest maturities above and below the actual time remaining in the Segment at the time of the calculation and, for each maturity, for those options having the closest moneyness value above and below the actual moneyness of the designated option, given the level of the Index at the time of the calculation. In calculating the Segment Interim Value, we will derive a volatility input for your Segment’s time to maturity and strike price by linearly interpolating between the implied volatility quotes that are based on the actual adjacent maturities and moneyness values described above, as follows:

 

  (a)

We first determine the implied volatility of an option that has the same moneyness as the designated option but with the closest available time to maturity shorter than your Segment’s remaining time to maturity. This volatility is derived by linearly interpolating between the implied volatilities of options having the times to the applicable maturity that are above and below the moneyness value of the hypothetical option.

 

  (b)

We then determine the implied volatility of an option that has the same moneyness as the designated option but with the closest available time to maturity longer than your Segment’s remaining time to the applicable maturity. This volatility is derived by linearly interpolating between the implied volatilities of options having the times to maturity that are above and below the moneyness value of the designated option.

 

  (c)

The volatility input for your Segment’s time to maturity will then be determined by linearly interpolating between the volatilities derived in steps (a) and (b).

 

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(2)

Swap Rate — We use key derivative swap rates obtained from information provided by independent third-parties which are recognized financial reporting vendors. Swap rates are obtained for maturities adjacent to the actual time remaining in the Segment at the time of the early distribution. We use linear interpolation to derive the exact remaining duration rate needed as the input.

 

(3)

Index Dividend Yield — On a daily basis, we use the projected annual dividend yield across the entire Index obtained from information provided by independent third-party financial institutions. This value is a widely used assumption and is readily available from recognized financial reporting vendors.

 

Generally, a put option has an inverse relationship with its underlying Index, while a call option has a direct relationship. In addition to the inputs discussed above, the Fair Value of Derivatives is also affected by the time to the Segment Maturity Date.

 

(A)(3) Cap Calculation Factor.  In setting the Performance Cap Rate, we take into account that we incur expenses in connection with a contract, including insurance and administrative expenses. If you withdraw or transfer your investment prior to the Segment Maturity Date, we will not incur expenses for the entire duration of the Segment. Therefore, we provide a positive adjustment as part of the calculation of Segment Interim Value, which we call the Cap Calculation Factor. The Cap Calculation Factor represents a return of estimated expenses for the portion of the Segment Duration that has not elapsed. For example, if the estimated expenses for a one year Segment are calculated by us to be $10, then at the end of 146 days (with 219 days remaining in the Segment), the Cap Calculation Factor would be $6, because $10 x 219/365 = $6. A Segment is not a variable investment option with an underlying portfolio, and therefore the percentages we use in setting the performance caps do not reflect a daily charge against assets held on your behalf in a separate account.

 

(B) Pro Rata Share of Performance Cap Rate.  In setting the Performance Cap Rate, we assume that you are going to hold the Segment for the entire Segment Duration. If you hold a Segment until its Segment Maturity Date, the Segment Return will be calculated subject to the Performance Cap Rate. For Standard, Step Up and Dual Direction Segments, prior to the Segment Maturity Date, your Segment Interim Value will be limited by the portion of the Performance Cap Rate corresponding to the portion of the Segment Duration that has elapsed. For example, if the Performance Cap Rate for a one-year Standard Segment is 10%, then at the end of 146 days, the Pro Rata Share of the Performance Cap Rate would be 4%, because 10% x 146/365 = 4%; as a result, the Segment Interim Value at the end of the 146 days could not exceed 104% of the Segment Investment.

 

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

 

Item    1-Year Segment    1-Year Segment
Segment Duration (in months)    12    12
Valuation Date (Months since Segment Start Date)    3    9
Segment Investment    $1,000    $1,000
Segment Buffer    -10%    -10%
Performance Cap Rate    12%    12%
Time to Maturity (in months)    9    3

 

Assuming the change in the Index Value is -40% (for example from 100.00 to 60.00)

 

Fair Value of Hypothetical Fixed Instrument

   $991.14    $998.10

Fair Value of Hypothetical Derivatives

   -$302.77    -$302.18

Cap Calculation Factor

   $4.50    $1.50

Sum of above

   $692.87    $697.42

Segment Investment multiplied by prorated Performance Cap Rate

   $1,030.00    $1,090.00

Segment Interim Value

   $692.87    $697.42

 

Assuming the change in the Index Value is -10% (for example from 100.00 to 90.00)

 

Fair Value of Hypothetical Fixed Instrument

   $991.14    $998.10

Fair Value of Hypothetical Derivatives

   -$44.33    -$29.88

Cap Calculation Factor

   $4.50    $1.50

Sum of above

   $951.31    $969.72

Segment Investment multiplied by prorated Performance Cap Rate

   $1,030.00    $1,090.00

Segment Interim Value

   $951.31    $969.72

 

32


Assuming the change in the Index Value is 10% (for example from 100.00 to 110.00)

 

Item    1-Year Segment    1-Year Segment

Fair Value of Hypothetical Fixed Instrument

   $991.14    $998.10

Fair Value of Hypothetical Derivatives

   $56.34    $73.59

Cap Calculation Factor

   $4.50    $1.50

Sum of above

   $1,051.98    $1,073.19

Segment Investment multiplied by prorated Performance Cap Rate

   $1,030.00    $1,090.00

Segment Interim Value

   $1,030.00    $1,073.19

 

Assuming the change in the Index Value is 40% (for example from 100.00 to 140.00)

 

Fair Value of Hypothetical Fixed Instrument

   $991.14    $998.10

Fair Value of Hypothetical Derivatives

   $112.19    $119.03

Cap Calculation Factor

   $4.50    $1.50

Sum of above

   $1,107.84    $1,118.63

Segment Investment multiplied by prorated Performance Cap Rate

   $1,030.00    $1,090.00

Segment Interim Value

   $1,030.00    $1,090.00

 

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

 

(1)

Implied volatilities: 18%.

 

(2)

Bond yield corresponding to remainder of Segment term is assumed 1.19% (9 months to maturity) and 0.76% (3 months to maturity).

 

(3)

Swap rate corresponding to remainder of Segment term is 1.11% (9 months to maturity) and 0.69% (3 months to maturity).

 

(4)

Index dividend yield is 2.16% annually.

 

(5)

One-half estimated Bid-Ask Spread of 10 bps.

 

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

 

Item          1-Year Segment
Segment Duration (in months)       12
Valuation Date (Months since Segment Start Date)       9
Segment Investment       $1,000
Segment Buffer       -10%
Performance Cap Rate       12%
Time to Maturity (in months)       3
Amount Withdrawn(1)       $100

 

Item   1-Year Segment

Assuming the change in the Index Value is -40% (for example from 100.00 to 60.00)

 

Segment Interim Value(2)    $697.42
Percent Withdrawn(3)    14.34%
New Segment Investment(4)    $856.61
New Segment Interim Value(5)    $597.42

 

Assuming the change in the Index Value is -10% (for example from 100.00 to 90.00)

 

Segment Interim Value(2)    $969.72
Percent Withdrawn(3)    10.31%
New Segment Investment(4)    $896.88
New Segment Interim Value(5)    $869.72

 

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Item   1-Year Segment

Assuming the change in the Index Value is 10% (for example from 100.00 to 110.00)

 

Segment Interim Value(2)    $1,073.19
Percent Withdrawn(3)    9.32%
New Segment Investment(4)    $906.82
New Segment Interim Value(5)    $973.19

 

Assuming the change in the Index Value is 40% (for example from 100.00 to 140.00)

 

Segment Interim Value(2)    $1,090.00
Percent Withdrawn(3)    9.17%
New Segment Investment(4)    $908.26
New Segment Interim Value(5)    $990.00

 

(1)

Amount withdrawn is net of applicable withdrawal charge.

 

(2)

Segment Interim Value immediately before withdrawal.

 

(3)

Percent Withdrawn is equal to Amount Withdrawn divided by Segment Interim Value.

 

(4)

New Segment Investment is equal to the original Segment Investment ($1,000) multiplied by (1 – Percent Withdrawn).

 

(5)

New Segment Interim Value is equal to the calculated Segment Interim Value based on the new Segment Investment. It will also be equal to the Segment Interim Value multiplied by (1 – Percent Withdrawn).

 

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

 

Item    1-Year Segment    1-Year Segment

Segment Duration (in months)

   12    12

Valuation Date (months since Segment Start Date)

   3    9

Segment Investment

   $1,000    $1.000

Segment Buffer

   -10%    -10%

Performance Cap Rate

   9%    9%
Time to Maturity (in months)    9    3

 

Assuming the change in the Index Value is 10% (for example from 100.00 to 110.00)

 

Fair Value of Hypothetical Fixed Instrument

   $991.13    $998.10

Fair Value of Hypothetical Derivatives

   $48.30    $70.97

Cap Calculation Factor

   $4.50    $1.50

Sum of above

   $1,043.94    $1,070.57

Segment Investment multiplied by prorated Performance Cap Rate

   $1,022.50    $1,067.50

Segment Interim Value

   $1,022.50    $1,067.50

 

Assuming the change in the Index Value is -10% (for example from 100.00 to 90.00)

 

Fair Value of Hypothetical Fixed Instrument

   $991.13    $998.10

Fair Value of Hypothetical Derivatives

   -$43.81    -$27.12

Cap Calculation Factor

   $4.50    $1.50

Sum of above

   $951.83    $972.48

Segment Investment multiplied by prorated Performance Cap Rate

   $1,022.50    $1,067.50

Segment Interim Value

   $951.83    $972.48

 

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

 

(1)

Implied volatility of 18% is assumed.

 

(2)

Investment rate corresponding to remainder of Segment term is 1.19% (9 months to maturity) and 0.76% (3 months to maturity).

 

(3)

Swap rate corresponding to remainder of Segment term is assumed 1.11% (9 months to maturity) and 0.69% (3 months to maturity).

 

(4)

Skewness of 9.32% is assumed.

 

(5)

Index dividend yield is 2.16% annually.

 

(6)

One-half estimated Bid-Ask Spread of 0.30 bps.

 

34


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

 

Item          1-Year Segment
Segment Duration (in months)       12

Valuation Date (Months since Segment Start Date)

   9
Segment Investment       $1,000
Segment Buffer       -10%
Performance Cap Rate       9%

Time to Maturity (in months)

      3
Amount Withdrawn(1)         $100

 

Assuming the change in the Index Value is 10% (for example from 100.00 to 110.00)

 

Segment Interim Value(2)

        $1,022.50

Percent Withdrawn(3)

      9.78%

New Segment Investment(4)

      $902.20

New Segment Interim Value(5)

        $922.50

 

Assuming the change in the Index Value is -10% (for example from 100.00 to 90.00)

 

Segment Interim Value(2)         $951.83
Percent Withdrawn(3)       10.51%

New Segment Investment(4)

      $894.94
New Segment Interim Value(5)         $851.83

 

(1)

Amount withdrawn is net of applicable withdrawal charge.

 

(2)

Segment Interim Value immediately before withdrawal.

 

(3)

Percent Withdrawn is equal to Amount Withdrawn divided by Segment Interim Value.

 

(4)

New Segment Investment is equal to the original Segment Investment ($1,000) multiplied by (1 – Percent Withdrawn).

 

(5)

New Segment Interim Value is equal to the calculated Segment Interim Value based on the new Segment Investment It will also be equal to the Segment Interim Value multiplied by (1 – Percent Withdrawn).

 

Example: Segment Interim Value – Dual Direction Segments (Contract fee of 1.25%)

 

Item    1-Year Segment    1 Year Segment
Segment Duration (in months)    12    12

Value Date (months since Segment Start Date)

   3    9
Segment Investment    $1,000    $1,000
Segment Buffer    -10%    -10%
Performance Cap Rate    9.0%    9.0%
Time to Maturity (in months)    9    3

 

Assuming the change in the Index Value is 10% (for example from 100.00 to 110.00)

 

Fair Value of Hypothetical Fixed Instrument

   $989.53    $996.56
Fair Value of Hypothetical Derivatives    $35.11    $57.70
Cap Calculation Factor    $15.00    $5.00
Sum of above    $1,039.64    $1,059.27

Segment Investment multiplied by prorated Performance Cap Rate

   $1,022.50    $1,067.50
Segment Interim Value    $1,022.50    $1,059.27

 

Assuming the change in the Index Value is -5% (for example from 100.00 to 95.00)

 

Fair Value of Hypothetical Fixed Instrument

   $989.53    $996.56
Fair Value of Hypothetical Derivatives    -$21.88    $8.12
Cap Calculation Factor    $15.00    $5.00
Sum of above    $982.65    $1,009.69

Segment Investment multiplied by prorated Performance Cap Rate

  

$1,022.50

  

$1,067.50

Segment Interim Value    $982.65    $1,009.69

 

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Assuming the change in the Index Value is -15% (for example from 100.00 to 85.00)

 

Item    1-Year Segment    1-Year Segment

Fair Value of Hypothetical Fixed Instrument

   $989.53    $996.56

Fair Value of Hypothetical Derivatives

   -$83.15    -$59.42

Cap Calculation Factor

   $15.00    $5.00

Sum of above

   $921.38    $942.14

Segment Investment multiplied by prorated Performance Cap Rate

  

$1,022.50

  

$1,067.50

Segment Interim Value

   $921.38    $942.14

 

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

 

(1)

Implied volatility of 24.89% is assumed.

 

(2)

Investment rate corresponding to remainder of Segment term is 1.00% (9 months to maturity) and 0.99% (3 months to maturity).

 

(3)

Swap rate corresponding to remainder of Segment term is assumed 1.40% (9 months to maturity) and 0.39% (3 months to maturity).

 

(4)

Skewness of -23% is assumed.

 

(5)

Index dividend yield is 1.95% annually.

 

(6)

One-Half estimated Bid-Ask Spread of 50 bps.

 

Example: Effect of Withdrawals on Segment Interim Value – Dual Direction Segments (Contract fee of 1.25%)

 

Item    1-Year Segment    1 Year Segment
Segment Duration (in months)    12    12

Value Date (months since Segment Start Date)

   9    3
Segment Investment    $1,000    $1,000
Segment Buffer    -10%    -10%
Performance Cap Rate    9.0%    9.0%
Time to Maturity (in months)    3    9
Amount Withdrawn(1)    $100    $100

 

Assuming the change in the Index Value is 10% (for example from 100.00 to 110.00)

 

Segment Interim Value(2)    $1,022.50    $1,059.27
Percentage Withdrawn(3)    9.78%    9.44%
New Segment Investment(4)    $902.20    $905.60
New Segment Interim Value(5)    $922.50    $959.27

 

Assuming the change in the Index Value is -5% (for example from 100.00 to 95.00)

 

Segment Interim Value(2)    $982.65    $1,009.69
Percentage Withdrawn(3)    10.18%    9.90%
New Segment Investment(4)    $902.20    $905.60
New Segment Interim Value(5)    $882.65    $909.69

 

Assuming the change in the Index Value is -15% (for example from 100.00 to 85.00)

 

Segment Interim Value(2)    $921.38    $942.14
Percentage Withdrawn(3)    10.85%    10.61%
New Segment Investment(4)    $891.47    $893.86
New Segment Interim Value(5)    $821.38    $842.14

 

(1)

Amount withdrawn is net of applicable withdrawal charge.

 

(2)

Segment Interim Value immediately before withdrawal.

 

(3)

Percent Withdrawn is equal to Amount Withdrawn divided by Segment Interim Value.

 

(4)

New Segment Investment is equal to the original Segment Investment ($1,000) multiplied by (1 – Percent Withdrawn).

 

(5)

New Segment Interim Value is equal to the calculated Segment Interim Value based on the new Segment Investment. It will also be equal to the Segment Interim Value multiplied by (1 – Percent Withdrawn).

 

36


Appendix: Index Publishers

 

 

The Structured Investment Option tracks certain Securities Indices and Index Funds that are published by third parties. The Company uses these Securities Indices and Index Funds under license from the Indices’ and Index Funds respective publishers. The following information about the Indices and Index Funds is included in this Prospectus in accordance with the Company’s license agreements with the publishers of the Indices and Index Funds:

 

S&P Dow Jones Indices LLC requires that the following disclaimer be included in the Prospectus:

 

The S&P 500 Price Return Index (the “Index”) is a product of S&P Dow Jones Indices LLC (“SPDJI”), and has been licensed for use by the Company. Standard & Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by the Company. The Structured Capital Strategies® contract is not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P or any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices makes no representation or warranty, express or implied, to the owners of the Structured Investment Option or any member of the public regarding the advisability of investing in securities generally or in the Structured Investment Option particularly or the ability of the Indexes to track general market performance. S&P Dow Jones Indices’ only relationship to the Company with respect to the Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The Indexes are determined, composed and calculated by S&P Dow Jones Indices without regard to the Company or the Structured Investment Option. S&P Dow Jones Indices have no obligation to take the needs of the Company or the owners of the Structured Investment Option into consideration in determining, composing or calculating the Index. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and amount of the Structured Investment Option or the timing of the issuance or sale of such contract or in the determination or calculation of the equation by which such contract is to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of the Company’s products. There is no assurance that investment products based on the Indexes will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.

 

S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY THE COM- PANY, OWNERS OF THE STRUCTURED INVESTMENT OPTION, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOOD- WILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND THE COMPANY, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.

 

The name “S&P 500 Price Return Index” is a trademark of Standard & Poor’s and has been licensed for use by the Company.

 

Frank Russell Company requires that the following disclosure be included in this Prospectus:

 

The Structured Investment Option is not sponsored, endorsed, sold or promoted by Frank Russell Company (“Russell”). Russell makes no representation or warranty, express or implied, to the owners of the Structured Investment Option or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly or the ability of the Russell 2000® Price Return Index to track general stock market performance or a segment of the same. Russell’s publication of the Russell 2000® Price Return Index in no way suggests or implies an opinion by Russell as to the advisability of investment in any or all of the securities upon which the Russell 2000® Price Return Index is based. Russell’s only relationship to the Company is the licensing of certain trademarks and trade names of Russell and of the Russell 2000® Price Return Index which is determined, composed and calculated by Russell without regard to the Company or the Structured Investment Option. Russell is not responsible for and has not reviewed the Structured Investment Option nor any associated literature or publications and Russell makes no representation or warranty express or implied as to their accuracy or completeness, or otherwise. Russell reserves the

 

37


right, at any time and without notice, to alter, amend, terminate or in any way change the Structured Investment Option. Russell has no obligation or liability in connection with the administration, marketing or trading of the Structured Investment Option.

 

RUSSELL DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE RUSSELL 2000® PRICE RETURN INDEX OR ANY DATA INCLUDED THEREIN AND RUSSELL SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. RUSSELL MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY, INVESTORS, OWNERS OF THE PRODUCT(S), OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE RUSSELL 2000® PRICE RETURN INDEX OR ANY DATA INCLUDED THEREIN. RUSSELL MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE RUSSELL 2000® PRICE RETURN INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL RUSSELL HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

 

MSCI Inc. requires that the following disclosure be included in this Prospectus:

 

THIS PRODUCT IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI INC. (“MSCI”), ANY OF ITS AFFILIATES, ANY OF ITS INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY, THE “MSCI PARTIES”). THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY LICENSEE. NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN PRODUCTS GENERALLY OR IN THIS PRODUCT PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THIS PRODUCT OR THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THIS PRODUCT TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY OR THE CONSIDERATION INTO WHICH THIS PRODUCT IS REDEEMABLE. FURTHER, NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THIS PRODUCT. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER OF THE PRODUCT, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. No purchaser, seller or holder of this product, or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote this security without first contacting MSCI to determine whether MSCI’s permission is required. Under no circumstances may any person or entity claim any affiliation with MSCI without the prior written permission of MSCI.

 

The Structured Investment Option is not sponsored, endorsed, sold or promoted by The NASDAQ OMX Group, Inc. or its affiliates (NASDAQ OMX, with its affiliates, are referred to as the “Corporations”). The Corporations have not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to, the Structured Investment Option. The Corporations make no representation or warranty, express or implied to the owners of the Structured Investment Option or any member of the public regarding the advisability of investing in securities generally or in the Structured Investment Option particularly, or the ability of the NASDAQ-100 Price Return Index to track general stock market performance. The Corporations’ only relationship to The Company (“Licensee”) is in the licensing of the NASDAQ®, OMX®, NASDAQ OMX® and NASDAQ-100 Price Return Index® registered trademarks, and certain trade names of the Corporations and the use of the NASDAQ-100 Price Return Index which is determined, composed and calculated by NASDAQ OMX without regard to Licensee or the Structured Investment Option. NASDAQ OMX has no obligation to take the needs of the Licensee or the owners of the Structured Investment Option into consideration in determining, composing or calculating the NASDAQ-100 Price Return Index. The

 

38


Corporations are not responsible for and have not participated in the determination of the timing of, prices at, or quantities of the Structured Investment Option to be issued or in the determination or calculation of the equation by which the Structured Investment Option is to be converted into cash. The Corporations have no liability in connection with the administration, marketing or trading of the Structured Investment Option.

 

THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION OF THE NASDAQ-100 PRICE RETURN INDEX OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE STRUCTURED INVESTMENT OPTION, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE NASDAQ-100 PRICE RETURN INDEX OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE NASDAQ-100 PRICE RETURN INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

 

S&P does not guarantee the accuracy and/or completeness of the S&P 500 or any data included therein.

 

S&P makes no warranty, express or implied, as to results to be obtained by the Index Compilation Agent, the Trust, owners of the product, or any other person or entity from the use of the S&P 500 or any data included therein in connection with the rights licensed under the license agreement or for any other use. S&P makes no express or implied warranties, and hereby expressly disclaims all warranties of merchantability or fitness for a particular purpose with respect to the S&P 500 or any data included therein. Without limiting any of the foregoing, in no event shall S&P have any liability for any special, punitive, indirect or consequential damages (including lost profits), even if notified of the possibility of such damages.

 

The shares are not sponsored or promoted by either the Index Calculation Agent or the Index Compilation Agent.

 

Although BofA Merrill Lynch — as the Index Compilation Agent — shall obtain and provide information to S&P — as the Index Calculation Agent — from sources which it considers reliable, the Index Compilation Agent and the Index Calculation Agent do not guarantee the accuracy and/or the completeness of any Select Sector Index or any data included therein. The Index Compilation Agent and the Index Calculation Agent make no warranty, express or implied, as to results to be obtained by the Trust as licensee, licensee’s customers and counterparties, owners of the shares, or any other person or entity from the use of the Select Sector Indexes or any data included therein in connection with the rights licensed as described herein or for any other use. The Index Compilation Agent and the Index Calculation Agent make no express or implied warranties, and each hereby expressly disclaims all warranties of merchantability or fitness for a particular purpose with respect to the Select Sector Indexes or any data included therein. Without limiting any of the foregoing, in no event shall the Index Compilation Agent and the Index Calculation Agent have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

 

39


Appendix : Segment Maturity Date and Segment Start Date examples

 

 

The Segment Maturity Date for Segments maturing and the Segment Start Date for new corresponding Segments will generally be scheduled to occur on consecutive business days that are also Segment Business Days. However, as described earlier in this Prospectus, the Segment Maturity Date and Segment Start Date may sometimes occur on other dates.

 

Set forth below are representative examples of how the Segment Maturity Date and Segment Start Date may be moved to a different date due to holidays, which are not Segment Business Days.

 

Assume that the scheduled Segment Maturity Date falls on a holiday, and the preceding and following days are both Segment Business Days:

 

If the Scheduled Segment

Maturity Date is a holiday:

  

then the Segment

Maturity Date is:

  

and the corresponding Segment

Start Date is:

Wednesday the 16th    Tuesday the 15th    Thursday the 17th

 

Assume that the scheduled Segment Start Date falls on a holiday, and the preceding two days are both Segment Business Days:

 

If the Scheduled Segment

Start Date is a holiday:

  

then the Segment

Maturity Date is:

  

and the corresponding Segment

Start Date is:

Thursday the 1st    Wednesday the 31st    no Segment will start until the next scheduled Segment Start Date
Thursday the 17th    Tuesday the 15th    Wednesday the 16th

 

40


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 

ITEM OF EXPENSE

   ESTIMATED
EXPENSE
 

Registration fees

   $ [            

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 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The By-Laws of Equitable Financial Life Insurance Company of America (the “Corporation”) provide, in Article VI as follows:

SECTION 1. NATURE OF INDEMNITY. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of no contest or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.


SECTION 6. SURVIVAL; PRESERVATION OF OTHER RIGHTS. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of Title 10, Arizona Revised Statutes are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a “contract right” may not be modified retroactively without the consent of such director, officer, employee or agent.

The indemnification provided by this Article shall not be deemed exclusive of any other right to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7. INSURANCE. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this By-Law.

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

ITEM 16. EXHIBITS

 

(1)

Underwriting Agreement.

 

  (a)

Wholesale Distribution Agreement dated April 1, 2005, by and between MONY Life Insurance Company of America and MONY Securities Corporation and AXA Distributors, LLC, is incorporated herein by reference to the registration statement on Form S-3 (File No. 333-177419) filed on October 20, 2011.

 

  (1)

Form of the First Amendment dated as of October 1, 2013, to the Whole Distribution Agreement dated as of April 1, 2005, between MONY Life Insurance Company of America and AXA Distributors, LLC, incorporated herein by reference to the Registration Statement on Form S-1 (File No. 333-195491) filed on April 19, 2016.

 

  (2)

Second Amendment dated as of August 1, 2015, to the Wholesale Distributor Agreement dated as of April1, 2005 between MONY Life Insurance Company of America and AXA Distributors, LLC, incorporated herein by reference to the Registration Statement on Form S-1 (File No. 333-195491) filed on April 19, 2016.

 

  (b)

Broker General Agent Sales Agreement with Schedule and Amendment to Brokerage General Agent Sales Agreement among [Brokerage General Agent] and AXA Distributors, LLC, AXA Distributors Insurance Agency, LLC, AXA Distributors Insurance Agency of Alabama, LLC and AXA Distributors Insurance Agency of Massachusetts, LLC. incorporated herein by reference to the registration statement on Form N-4 (File No. 333-05593) filed on April 20, 2005.


  (c)

Wholesale Broker-Dealer Supervisory and Sales Agreement among [Broker-Dealer] and AXA Distributors, LLC. incorporated herein by reference to the registration statement on Form N-4 (File No. 333-05593) filed on April 20, 2005.

 

  (d)

General Agent Sales Agreement dated June 6, 2005, by and between MONY Life Insurance Company of America and AXA Network, LLC. incorporated herein by reference to the registration statement on Form S-1 (File No. 333-180068) filed on March 13, 2012.

 

  (1)

First Amendment dated as of August 1, 2006, to General Agent Sales Agreement by and between MONY Life Insurance Company of America and AXA Network incorporated herein by reference to the registration statement on Form N-6 (File No. 333-134304) filed on March 1, 2012.

 

  (2)

Second Amendment dated as of April 1, 2008, to General Agent Sales Agreement dated as of April 1, 2008, by and between MONY Life Insurance Company of America and AXA Network, LLC incorporated herein by reference to the Registration Statement on Form S-1 (File No. 333-180068) filed on March 13, 2012.

 

  (3)

Form of THIRD AMENDMENT to General Agent Sales Agreement dated as of October 1, 2013, by and between MONY LIFE INSURANCE COMPANY OF AMERICA and AXA NETWORK, LLC, incorporated herein by reference to the Registration Statement on Form S-1 (File No. 333-195491) filed on April 21, 2015.

 

  (4)

Fourth Amendment to General Agent Sales Agreement, dated as of October 1, 2014, by and between MONY LIFE INSURANCE COMPANY OF AMERICA (“MONY America”) and AXA NETWORK, LLC and the additional affiliated entities of AXA Network, LLC, incorporated herein by reference to the Registration Statement on Form S-3 (File No. 333-236437) filed on March 14, 2022.

 

  (5)

Fifth Amendment to General Agent Sales Agreement, dated as of June 1, 2015, by and between MONY LIFE INSURANCE COMPANY OF AMERICA (“MONY America”) and AXA NETWORK, LLC and the additional affiliated entities of AXA Network, LLC, incorporated herein by reference to Registration Statement on Form N-6 (File No. 333-207014) on December 23, 2015.

 

  (6)

Sixth Amendment to General Agent Sales Agreement, dated as of August 1, 2015, by and between MONY Life Insurance Company of America (“MONY America”), an Arizona life insurance company, and AXA NETWORK, LLC, a Delaware limited liability company (“General Agent”), incorporated herein by reference to the Registration Statement on Form N-6 (File No. 333-191149) filed on April 19, 2019.

 

  (7)

Seventh Amendment to the General Agent Sales Agreement, dated as of April 1, 2016, is by and between MONY Life Insurance Company of America (“MONY America”), an Arizona life insurance company, and AXA Network, LLC, a Delaware limited liability company (“General Agent”), incorporated herein by reference to the Registration Statement on Form N-6 (File No. 333-191149) filed on April 19, 2019.

 

  (8)

Eighth Amendment to General Agent Sales Agreement, dated as of November 1, 2019, by and between MONY Life Insurance Company of America and AXA Network, LLC, incorporated herein by reference to Registration Statement on Form N-6 (File No. 333-191149) filed on April 21, 2021.

 

  (9)

Ninth Amendment to General Agent Sales Agreement, dated as of October 1, 2020, by and between Equitable Financial Life Insurance Company of America and Equitable Network, LLC, incorporated herein by reference to Registration Statement on Form N-6 (File No. 333-191149) filed on April 21, 2021.


  (10)

Tenth Amendment to General Agent Sales Agreement dated as of September 1, 2021, by and between Equitable Financial Life Insurance Company of America and Equitable Network, LLC, incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-248907) filed on April 22, 2022.

 

  (11)

Eleventh Amendment to General Agent Sales Agreement dated as of November 1, 2021, by and between Equitable Financial Life Insurance Company of America and Equitable Network, LLC, incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-248907) filed on April 22, 2022.

 

  (e)

Broker-Dealer Distribution and Servicing Agreement, dated June 6, 2005, made by and between MONY Life Insurance Company of America and AXA Advisors, LLC, incorporated herein by reference to post-effective amendment no. 1 to the registration statement on Form S-1 (File No. 333-180068) filed on March 13, 2012.

 

(2)

Not Applicable.

 

(4)

Form of policy.

 

  a.

Form of Contract 2021BASE1-A-Z (C & ADV-No CWC), filed herewith.

 

  b.

Form of Contract 2021BASE1-B-Z (C & ADV-No CWC), filed herewith.

 

  c.

Form of Contract 2021BASE2-A-Z (B Share-CWC), filed herewith.

 

  d.

Form of Contract 2021BASE2-B-Z (B Share-CWC), filed herewith

 

  e.

Form of Data Pages 2021DPADV-IE-Z, filed herewith.

 

  f.

Form of Data Pages 2021DPB-IE-Z, filed herewith.

 

  g.

Form of Data Pages 2021DPC-IE-Z, filed herewith.

 

  h.

Form of Endorsement 2021CCOBR-IE-Z, filed herewith.

 

  i.

Form of Endorsement 2021INHIRA-IE-Z, filed herewith.

 

  j.

Form of Endorsement 2021INHNQ-IE-Z, filed herewith.

 

  k.

Form of Endorsement 2021INHROTH-IE-Z, filed herewith.

 

  l.

Form of Endorsement 2021IRA-IE-Z, filed herewith.

 

  m.

Form of Endorsement 2021NQ-IE-Z, filed herewith.

 

  n.

Form of Endorsement 2021INQPP-IE-Z, filed herewith.

 

  o.

Form of Endorsement 2021QPDB-IE-Z, filed herewith.

 

  p.

Form of Endorsement 2021QPDC-IE-Z, filed herewith.

 

  q.

Form of Endorsement 2021ROTH-IE-Z, filed herewith.

 

  r.

Form of Endorsement 2021SEP-IE-Z, filed herewith.

 

  s.

Form of Rider 2021ROPDB-IE-Z, filed herewith.

 

  t.

Form of Rider 2021SIO-IE-Z, filed herewith.

 

  u.

Form of Rider 2021IE-DD-Z, filed herewith

 

  v.

Form of TGAP 2021TGAP1-Z, filed herewith.

 

  w.

Form of TGAP 2021TGAP2-Z, filed herewith.

 

  x.

Form of TGAP 2021TGAP3-Z, filed herewith.

 

(5)

Opinion of Counsel, filed herewith.

 

(8)

Not Applicable.

 

(12)

Not Applicable

 

(15)

Not Applicable.

 

(23)

Consent of independent registered public accounting firm, to be filed by amendment.

 

(24)

Powers of Attorney, filed herewith.

 

(25)

Not Applicable.

 

(26)

Not Applicable.

(Ex-107)     Filing Fees Table, filed herewith.

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.

 

  (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)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the


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

 


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and State of New York on the 18th day of May, 2022.

 

Equitable Financial Life Insurance Company of America
(Registrant)
By  

/s/ Shane Daly

  Shane Daly
  Vice President and Associate General Counsel

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

PRINCIPAL EXECUTIVE OFFICER:

 

*Mark Pearson    Chief Executive Officer and Director
PRINCIPAL FINANCIAL OFFICER:   
*Robin Raju    Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:   
*William Eckert    Chief Accounting Officer
*DIRECTORS:   

 

Francis Hondal    Kristi Matus    George Stansfield
Daniel G. Kaye    Mark Pearson    Charles G. T. Stonehill
Joan Lamm-Tennant    Bertram Scott   

 

*By:  

/s/ Shane Daly

  Shane Daly
  Attorney-in-Fact
  May 18, 2022

Form of Contract 2021BASE1-A-Z (C & ADV-No CWC)
Owner:   [JOHN DOE]

[Applicable for Joint Owner Non-Qualified Contracts only, if so titled]

[Joint Owner:

  Doris Doe]
Annuitant:   [JOHN DOE]

[Applicable for Non-Qualified Contracts only, if so titled]

[Joint Annuitant:

  Doris Doe]
Contract Number:   [00000]
Contract Date:   [January 1, 2020]

FLEXIBLE PREMIUM DEFERRED VARIABLE[ AND INDEX LINKED] ANNUITY CONTRACT

Processing Office: Equitable Financial Life Insurance Company of America,

[P.O. Box 1424, Charlotte NC 28201-1424

Telephone: (800)-789-7771

www.equitable.com]

This is the entire Contract. This Contract is issued in return for the Contributions to be made to us under this Contract. This Contract becomes effective on the Contract Date. The Annuitant and the Owner must be living on the Contract Date. In this Contract, ‘‘we’’, ‘‘our’’ and ‘‘us’’ mean Equitable Financial Life Insurance Company of America (“Equitable”). ‘‘You’’ and ‘‘your’’ mean the Owner.

We will provide the benefits and other rights pursuant to the terms of this Contract.

TEN DAYS TO EXAMINE CONTRACT - Not later than ten days after you receive this Contract, you may return it to us. We will cancel it and refund any Contribution you made to us.

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA, a stock life insurance company.

Home Office address: [3030 North Third Street, Suite 790, Phoenix, AZ 85012]

[    [
   LOGO         LOGO
Mark Pearson,      José Ramón González,
Chief Executive Officer]      Chief Legal Officer and Secretary]

The amount of the Annuity Benefit will be equal to the sum of any Fixed Annuity Benefit.                

Contract values and benefits based on the portion of Annuity Account Value held in the Variable Investment Options (Part III of this Contract) may increase or decrease in value based on the performance of the Variable Investment Options. [Contract values and benefits based on the portion of Annuity Account Value held in the Structured Investment Option (refer to Part II A of the Structured Investment Option Rider) may increase or decrease in value based on the performance of external Indices subject to the applicable Performance Cap Rate and Segment Buffer.]

NON-PARTICIPATING

 

2021BASE1-A-Z         


TABLE OF CONTENTS

 

           Page      
DATA         

Part I

     -     

DEFINITIONS

     3        

Part II

     -     

VARIABLE INVESTMENT OPTIONS

     6        

Part III

     -     

CONTRIBUTIONS AND ALLOCATIONS

     10        

Part IV

     -     

TRANSFERS AMONG VARIABLE INVESTMENT OPTIONS

     11        

Part V

     -     

WITHDRAWALS AND TERMINATION

     12        

Part VI

     -     

PAYMENT UPON DEATH

     13        

Part VII

     -     

ANNUITY BENEFITS

     15        

Part VIII

     -     

CHARGES

     18        

Part IX

     -     

GENERAL PROVISIONS

     20        

 

2021BASE1-A-Z     Page 2


PART I – DEFINITIONS

SECTION 1.01 ANNUITANT

‘‘Annuitant’’ means the individual shown as such in the Data Pages, or any successor Annuitant.

SECTION 1.02 ANNUITY ACCOUNT VALUE

‘‘Annuity Account Value’’ means the sum of the amounts held for you in the Variable Investment Options.

SECTION 1.03 ANNUITY BENEFIT

‘‘Annuity Benefit’’ means a benefit payable by us as described in Part VII.

SECTION 1.04 BUSINESS DAY

“Business Day” means generally any day on which the New York Stock Exchange is open for regular trading and generally ends at 4:00 pm Eastern Time (or as of earlier close of regular trading). If the Securities and Exchange Commission determines the existence of emergency conditions on any day, and consequently, the NYSE does not open, then that day is not a Business Day. Business Day also includes such other time as we state in writing to the Owner.

SECTION 1.05 CASH VALUE

‘‘Cash Value’’ means an amount equal to the Annuity Account Value, less any charges that apply as described in Part VIII and any charges that may apply as described in any applicable Endorsement(s) or Rider(s).

SECTION 1.06 CODE

‘‘Code’’ means the Internal Revenue Code of 1986, as amended at any time, or any corresponding provisions of prior or subsequent United States revenue laws. References to the “Code” in this Contract include references to applicable Federal income tax regulations.

SECTION 1.07 CONTRACT

‘‘Contract’’ means this Contract including the Data Pages, Rider(s), an Endorsement containing provisions applicable to the federal income tax qualification of your Contract or the provisions specific to Non-Qualified Contracts and any other applicable Endorsement(s) or Riders attached hereto.

SECTION 1.08 CONTRACT DATE

‘‘Contract Date’’ means the earlier of: (a) the date on which the Owner is enrolled under the Contract according to our enrollment procedures, or (b) in conjunction with certain exchanges, the date of enrollment under a Prior Contract, if we agree. The Contract Date is shown in the Data Pages.

 

2021BASE1-A-Z     Page 3


SECTION 1.09 CONTRACT DATE ANNIVERSARY

“Contract Date Anniversary” means the last day of the Contract Year unless otherwise stated in the Data Pages. For purposes of any transaction, including the deduction of a charge, provided under the terms and conditions of this Contract which occurs on a Contract Date Anniversary, if the Contract Date Anniversary is on a non-Business Day, then the Transaction Date for such transaction will be the Business Day immediately preceding the Contract Date Anniversary.

SECTION 1.10 CONTRACT YEAR

‘‘Contract Year’’ means the twelve-month period starting on (i) the Contract Date and (ii) the same date each subsequent year, unless we agree to another period.

SECTION 1.11 CONTRIBUTION

‘‘Contribution’’ means a payment made to us under the Contract. See Section 3.01.

SECTION 1.12 EMPLOYER

‘‘Employer’’ means, if applicable, an employer as defined in an Endorsement or Rider attached hereto.

SECTION 1.13 INVESTMENT FUND

“Investment Fund” means a trust or other investment company or a separate class (or series) of shares of a specified trust or investment company where each class (or series) represents a separate portfolio in the specified trust or investment company.

SECTION 1.14 MATURITY DATE

‘‘Maturity Date’’ means the last “Annuity Commencement Date” on which the annuity payments described in Part VII are to commence. The Maturity Date is shown in the Data Pages.

SECTION 1.15 NON-NATURAL OWNER

“Non-Natural Owner” means an Owner who is not an individual. Benefits thereunder are determined by the age of the Annuitant. If there is an ownership change under a Contract owned by a Non-Natural Owner to an individual, the original Annuitant or Joint Annuitant, if applicable, continues to determine the benefits under the Contract.

SECTION 1.16 OWNER

‘‘Owner’’ means the person or entity shown as such on the cover page, in the Data Pages, or in any Endorsement or Rider and includes any successor Owner.

SECTION 1.17 PLAN

“Plan” means (if applicable, in an Endorsement or Rider attached hereto) a retirement savings plan adopted and maintained by an Employer, which the Plan is intended to meet the requirements for qualification under one of the Sections of the Code as specified any Endorsement or Rider.

 

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SECTION 1.18 PRIOR CONTRACT

‘‘Prior Contract’’ means another contract or certificate issued by us, or one of our affiliates, from which the Owner and we have agreed to transfer amounts to this Contract.

SECTION 1.19 PROCESSING DATE

‘‘Processing Date’’ means each Contract Date Anniversary.

SECTION 1.20 PROCESSING OFFICE

‘‘Processing Office’’ means the Equitable Processing office shown on the cover page of this Contract, or such other location we may state upon written notice to you.

SECTION 1.21 SEPARATE ACCOUNT

‘‘Separate Account’’ means any of the Separate Accounts applicable to the Variable Investment Options, described or referred to in Sections 2.01 and 2.04 and the Data Pages of this Contract.

SECTION 1.22 TRANSACTION DATE

“Transaction Date” means the Business Day we receive at the Processing Office a Contribution or a transaction request providing the information we need. Transaction requests must be in a form acceptable to us.

SECTION 1.23 VARIABLE INVESTMENT OPTION

“Variable Investment Option” means a Separate Account or a subdivision of a Separate Account available under this Contract. A Variable Investment Option may invest its assets in an Investment Fund.

 

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PART II – VARIABLE INVESTMENT OPTIONS

SECTION 2.01 SEPARATE ACCOUNT

We have established the Separate Account(s) and maintain such Account(s) in accordance with the laws of the state of Arizona. Income, realized and unrealized gains and losses from the assets of the Separate Account(s) are credited to or charged against it without regard to our other income, gains or losses. Assets are placed in the Separate Account(s) to support this Contract and other variable annuity contracts and certificates. Assets may be placed in the Separate Account(s) for other purposes, but not to support contracts or policies other than variable annuities and variable life insurance.

The Data Pages set forth the Separate Account(s). A Separate Account may be subdivided into Variable Investment Options.

The assets of a Separate Account are our property. The portion of such assets equal to the reserves and other contract liabilities will not be chargeable with liabilities which arise out of any other business we conduct. We may transfer assets of a Separate Account in excess of the reserves and other liabilities with respect to such Account to another Separate Account or to our general account.

We may, at our discretion, invest Separate Account assets in any investment permitted by applicable law. We may rely conclusively on the opinion of counsel (including counsel in our employ) as to what investments we may make as law permits.

SECTION 2.02 SEPARATE ACCOUNT ACCUMULATION UNITS AND UNIT VALUES

The amount you have in a Variable Investment Option at any time is equal to the number of Accumulation Units you have in that Variable Investment Option multiplied by the Variable Investment Option’s Accumulation Unit Value at that time. ‘‘Accumulation Unit’’ means a unit which is purchased in a Separate Account. ‘‘Accumulation Unit Value’’ means the dollar value of each Accumulation unit in a Separate Account on a given date. (If Variable Investment Options apply as described in Section 2.01, then the terms of this Section 2.02 apply separately to each Variable Investment Option, unless otherwise stated.)

Amounts allocated or transferred to a Separate Account are used to purchase Accumulation Units of that Account. Units are redeemed when amounts are deducted, transferred or withdrawn.

The number of Accumulation Units you have in a Separate Account at any time is equal to the number of Accumulation Units purchased minus the number of Units redeemed in that Account up to that time. The number of Accumulation Units purchased or redeemed in a transaction is equal to the dollar amount of the transaction divided by the Account’s Accumulation Unit Value for that Transaction Date.

 

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We determine Accumulation Unit Values for each Separate Account for each Valuation Period. A ‘‘Valuation Period’’ is each Business Day together with any consecutive preceding non-Business Days. For example, for each Monday which is a Business Day, the preceding Saturday and Sunday will be included to equal a three-day Valuation Period.

Unless the following paragraph applies, the Accumulation Unit Value for a Separate Account for any Valuation Period is equal to the Accumulation Unit Value for the immediately preceding Valuation Period multiplied by the ratio of values: ‘‘(i) ’’ and ‘‘(ii) ’’. Value ‘‘(i) ’’ is the value of the Separate Account at the close of business at the end of the current Valuation Period, before any amounts are allocated to or withdrawn from the Separate Account in that Period. Value ‘‘(ii)’’ is the value of the Separate Account at the close of business at the end of the preceding Valuation Period, after all allocations and withdrawals were made for that Period. For this purpose, ‘‘value of the Separate Account’’ means the market value or, where there is no readily available market, the fair value of the assets allocated to the Separate Account, as determined by accepted accounting practices, and applicable laws and regulations.

To the extent the Separate Account invests in Investment Funds, and the assets of the Investment Funds are invested in a class or series of shares of a specified trust or investment company, the Accumulation Unit Value of a Variable Investment Option for any Valuation Period is equal to the Accumulation Unit Value for that Fund on the immediately preceding Valuation Period multiplied by the Net Investment Factor for that Fund for the current Valuation Period. The Net Investment Factor for a Valuation Period is (a) divided by (b) minus (c), where:

 

  (a)

is the value of the Variable Investment Option’s shares of the related Investment Fund at the end of the Valuation Period (before taking into account any amounts allocated to or withdrawn from the Variable Investment Option for the Valuation Period and after deduction of investment advisory fees and direct operating expenses of the specified trust or investment company; for this purpose, we use the share value reported to us by the specified trust or investment company);

 

  (b)

is the value of the Variable Investment Option’s shares of the related Investment Fund at the end of the preceding Valuation Period (taking into account any amounts allocated or withdrawn for that Valuation Period);

 

  (c)

is the Contract Fee (see Section 8.04) for the expenses and risks of the Contract, times the number of calendar days in the Valuation Period, plus any charge for taxes or amounts set aside as a reserve for taxes.

 

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SECTION 2.03 AVAILABILITY OF VARIABLE INVESTMENT OPTIONS

Section 3.01 describes how Contributions are allocated among Variable Investment Options based on your election among the available Variable Investment Options. Your election is subject to the following:

 

  (a)

If the Contributions are made pursuant to the terms of a Plan, then Variable Investment Options available may be subject to the terms of such Plan, as reported to us by the Owner.

  (b)

The available Variable Investment Options on the Contract Date are shown in the Data Pages. We have the right to add Variable Investment Options, to limit the number of Variable Investment Options which you may elect, and to limit or terminate allocations to a Variable Investment Option.

SECTION 2.04 CHANGES WITH RESPECT TO SEPARATE ACCOUNT

In addition to the rights reserved pursuant to subsection (b) of Section 2.03, and Sections 9.01 and 9.02, we have the right, subject to compliance with applicable law, including approval of Contract Owners if required:

 

  (a)

to add Variable Investment Options (or sub-funds of Variable Investment Options) to, or to remove Variable Investment Options (or sub-funds) from the Separate Account, or to add other Separate Accounts;

 

  (b)

to combine any two or more Variable Investment Options or sub-funds thereof;

 

  (c)

to transfer the assets we determine to be the share of the class of contracts to which this Contract belongs from any Variable Investment Option to another Variable Investment Option;

 

  (d)

to operate the Separate Account or any Variable Investment Option as a management investment company under the Investment Company Act of 1940, in which case charges and expenses that otherwise would be assessed against an underlying mutual fund would be assessed against the Separate Account;

 

  (e)

to operate the Separate Account or any Variable Investment Option as a unit investment trust under the Investment Company Act of 1940;

 

  (f)

to deregister the Separate Account under the Investment Company Act of 1940;

 

  (g)

to restrict or eliminate any voting rights as to the Separate Account;

 

  (h)

to cause one or more Variable Investment Options to invest some or all of their assets in one or more other trusts or investment companies;

 

  (i)

to close a Variable Investment Option to Transfers and Contributions.

 

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If the exercise of these rights results in a material change in the underlying investment of a Separate Account, you will be notified of such exercise, as required by law.

A Separate Account or Variable Investment Option which may be added by us as described above may be one with respect to which: (i) there may be periods during which Contributions may be restricted pursuant to the maturity terms of such Separate Account or Investment Fund, (ii) amounts therein may be automatically liquidated pursuant to the investment policy of the Separate Account, and (iii) investments therein may mature. We will have the right to reallocate amounts arising from liquidation or maturity according to your allocation instructions then in effect unless you specify other instructions with respect to such amounts. If no such allocation instructions have been made, the reallocation will be made to a designated Variable Investment Option, or to the next established Separate Account or Investment Fund of the same type as described in this paragraph, if applicable, as specified in the Data Pages.

 

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PART III – CONTRIBUTIONS AND ALLOCATIONS

SECTION 3.01 CONTRIBUTIONS, ALLOCATIONS

You may allocate Contributions to, or transfer among the Variable Investment Options available under this Contract. You need not allocate Contributions to each available Variable Investment Option. You may change the allocation election at any time by sending us the proper form. Allocation percentages must be in whole numbers (no fractions) and must total 100%.

Each Contribution is allocated (after deduction of any charges that may apply) in accordance with the allocation election in effect on the Transaction Date. Contributions made to a Separate Account purchase Accumulation Units in that Account, using the Accumulation Unit Value for that Transaction Date.

SECTION 3.02 LIMITS ON CONTRIBUTIONS

We have the right not to accept any Contribution which is less than the minimum amount shown in the Data Pages. The Data Pages indicate other Contribution limitations and requirements which may apply. We also have the right, in addition to any such limitations and requirements, upon the advance notice to you shown in the Data Pages, to:

 

  (a)

change such limitations and requirements to apply to Contributions made after the date of such change, and

 

  (b)

discontinue acceptance of Contributions under this Contract with respect to all Contracts or with respect to all Contracts of the same class.

Any change in limitations or discontinuation of Contributions will be implemented to manage the financial risk to the Company in the event market and/or economic conditions decline.

 

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PART IV – TRANSFERS AMONG VARIABLE INVESTMENT OPTIONS

SECTION 4.01 TRANSFER REQUESTS

You may request to transfer all or part of the amount held in a Variable Investment Option to one or more of the other Options. The request must be in a form we accept. All transfers will be made on the Transaction Date. Transfers are subject to the terms of Sections 2.03, 4.02 and our rules in effect at the time of transfer. With respect to a Separate Account, the transfers will be made at the Accumulation Unit Value for that Transaction Date.

SECTION 4.02 TRANSFER RULES

The transfer rules which apply are described in the Data Pages and any applicable Endorsement(s) or Rider(s). A transfer request will not be accepted if it involves less than the minimum amount, if any, stated in the Data Pages (unless the Annuity Account Value is less than such amount). We have the right to change our transfer rules. Any change will be made upon advance notice to you.

Transfers to a Variable Investment Option will also be subject to the rules of the Investment Fund in which it invests, and in accordance with Sections 5.01, 8.02 and 8.03.

 

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PART V – WITHDRAWALS AND TERMINATION

SECTION 5.01 WITHDRAWALS

Unless otherwise stated in the Data Pages, you may request, pursuant to our procedures then in effect, a withdrawal from the Variable Investment Options before the Maturity Date. The request must be in a form we accept.

On the Transaction Date, we will pay the amount of the withdrawal requested or, if less, the Cash Value. The amount to be paid will be withdrawn on a pro-rata basis from the amounts held for you in the Variable Investment Options, unless you elect otherwise and unless otherwise stated in the Data Pages.

We will not accept a withdrawal request if it involves less than the minimum amount, if any, stated in the Data Pages. Further conditions or restrictions may apply if stated in the Data Pages or in any Endorsement(s) or Rider(s) attached hereto.

We will withdraw any redemption fee or other charge that an Investment Fund requires us to deduct from your Annuity Account Value. Such amounts, less any applicable processing fee, will be remitted to the Investment Fund. The redemption fee will not exceed the maximum amount that an Investment Fund is permitted to charge under applicable law. Unless otherwise provided in the Data Pages such withdrawals may cause Contract termination as provided in Section 5.02.

SECTION 5.02 CONTRACT TERMINATION

Payment of the Death Benefit terminates the Contract. In addition, we reserve the right to terminate this Contract if one or more of the following events occur, unless otherwise specified in any Endorsement(s), Rider(s) or Data Pages attached hereto:

 

  (a)

A withdrawal is made under Section 5.01 that would result in an Annuity Account Value of an amount less than the minimum amount stated in the Data Pages.

 

  (b)

If, before the Maturity Date, no Contributions are made during the last three completed Contract Years and the Annuity Account Value is less than the amount described in (a) above.

 

  (c)

If, as a result of the following, your Annuity Account Value is reduced to zero: 1) the deduction of a charge or fee, or 2) the processing of a withdrawal.

 

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PART VI – PAYMENT UPON DEATH

SECTION 6.01 BENEFICIARY

You give us the name of the beneficiary (“Beneficiary”) who is to receive any death benefit (“Death Benefit”) payable because of your death. You may change the Beneficiary during your lifetime and while coverage under the Contract is in force. Any such change must be made in writing. Unless otherwise specified by the Owner, a change will take effect as of the date the written change is signed, whether or not you are living on the date of receipt at our Processing Office. However, we will not be liable as to any payments we make or actions we take before we receive any such change at our Processing Office.

You may name one or more persons to be primary Beneficiary and one or more other persons to be successor Beneficiary if the primary Beneficiary dies before the Owner. Unless you direct otherwise, if you have named two or more persons as Beneficiary, the Beneficiary will be the named person or persons who survive you and payments will be made to such persons in equal shares or to the survivor.

Any part of a Death Benefit for which there is no named Beneficiary living at your death will be payable in a single sum to the Owner’s surviving spouse, if any; if there is no surviving spouse, then to the surviving children in equal shares; if there are no surviving children, then to your estate.

If the Contract is owned by a Non-Natural Owner, any applicable Death Benefit will be based on the death of the Annuitant or Joint Annuitant, if applicable. For purpose of this Section, “you” or “your” refer to the Annuitant when describing the Death Benefit under a Non-Natural Owner Contract.

SECTION 6.02 PAYMENT UPON DEATH

Upon receipt of due proof of your death before the Maturity Date, we will pay a Death Benefit to the Beneficiary named under Section 6.01. Payment is subject to the terms of Section 6.01 and any special rules which may apply as described in the Data Pages and any Endorsement(s) or Rider(s) attached hereto.

For the portion of the Death Benefit payable to a Beneficiary, the date on which we received the Beneficiary requirements is the “Payment Transaction Date”. Payment of a Death Benefit will be made upon our receipt of the following “Beneficiary Requirements”:

 

  (i)

a properly completed written request;

  (ii)

due proof of death (as evidenced by a certified copy of the death certificate);

  (iii)

proof satisfactory to us that the person claiming the Death Benefit is the person entitled to receive it;

  (iv)

tax information required by the Code; and

  (v)

any other forms we require.

 

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Upon receipt of notification of your death, if we have not received the Beneficiary Requirements described above, your Contract will continue to remain invested in the [Variable] Investment Options and no transactions will be permitted.

Unless otherwise specified in the Data Pages attached hereto, the amount of the Death Benefit is equal to the Annuity Account Value on the Payment Transaction Date.

SECTION 6.03 MANNER OF PAYMENT

The Death Benefit will be paid to the Beneficiary in a single sum unless you elect a different form of Death Benefit payout (such as a life annuity) and provided that we offer such at the time the Death Benefit is payable. The Beneficiary will have no right to change the election; however, (i) we will apply a predetermined Death Benefit annuity payout election only if payment of the Death Benefit begins within one year following the date of death; (ii) we will not apply a predetermined Death Benefit payout election if doing so would violate any Federal income tax rules or guidelines or any other applicable law. Subject to the foregoing, a Beneficiary who becomes a successor owner or who continues the Contract under a Beneficiary Continuation Option, if available, will not have the right to change your election.

 

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PART VII – ANNUITY BENEFITS

SECTION 7.01 ELECTION OF ANNUITY BENEFITS

On any date which is thirteen months or more after the Contract Date, you may apply all or any portion of the Annuity Account Value to a form of traditional Annuity Benefit we offer under our then current rules as described in Section 7.04. This is your “Annuity Commencement Date”.

As of the Maturity Date the Annuity Account Value will be applied to provide for the Normal Form of Annuity Benefit (described below). However, you may instead elect (i) to have the Cash Value paid in a single sum, (ii) to apply the Annuity Account Value or Cash Value, whichever applies pursuant to the first paragraph of Section 7.05, to provide an Annuity Benefit of any form offered by us or one of our affiliated life insurance companies, or (iii) to apply the Cash Value to provide any other form of benefit payment we offer, subject to applicable laws and regulations. Unless otherwise stated in an Endorsement or Rider, at the time an Annuity Benefit is purchased, we will terminate the Contract and issue a supplementary contract which reflects the Annuity Benefit terms.

We will provide notice and election forms to you not more than six months before the Maturity Date.

We will have the right to require you to furnish any information we need to provide an Annuity Benefit. We will be fully protected in relying on such information and need not inquire as to its accuracy or completeness.

SECTION 7.02 MATURITY DATE

Your Maturity Date is the last Annuity Commencement Date and is shown in the Data Pages, but may be changed by us in conformance with applicable law. You may request commencement of your Annuity Benefit before the Maturity Date by written notice to our Processing Office no less than thirteen months or any other period specified in an Endorsement or Rider attached to this Contract, following the Contract Date. You may also request a different Maturity Date by written request at our Processing Office. Such request must be received by our Processing Office at least [60] days prior to the Annuity Commencement Date you request.

SECTION 7.03 ANNUITY BENEFIT

Payments under an Annuity Benefit will be made monthly to you. If you are not the Annuitant, payments will be made to you, as the Owner. You may elect instead to have the Annuity Benefit paid at other intervals, such as every three months, six months, or twelve months, instead of monthly or as otherwise stated in the Data Pages or any Endorsement(s) or Rider(s) attached hereto. This election may be made at the time the Annuity Benefit form as described in Section 7.04 is elected. In that event, all references in this Contract to monthly payments, with respect to the Annuity Benefit to which the election applies, will be deemed to mean payments at the frequency elected.

 

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SECTION 7.04 ANNUITY BENEFIT FORMS

The ‘‘Normal Form’’ of Annuity Benefit is the Life-Period Certain Annuity Form described below, unless another form of annuity is determined to be the Normal Form of Annuity pursuant to the terms of the Plan, if applicable, and/or the requirements of the Employee Retirement Income Security Act of 1974 (ERISA), as amended, or any other law that applies.

The Life-Period Certain Annuity is an annuity that is payable during the lifetime of the person upon whose life the payments depend, but with a maximum of 10 years of payments guaranteed (10 years certain period). That is, if the original payee dies before the certain period has ended, payments will continue to the Beneficiary named to receive such payments for the balance of the certain period.

We may offer other traditional annuity forms as available from us or from one of our affiliated life insurance companies. Such a form may, for example, include the Joint and Survivor Life Annuity Form which provides monthly payments while either of two persons upon whose lives such payments depend is living. The monthly amount to be continued when only one of the persons is living will be equal to a percentage, as elected, of the monthly amount that was paid while both were living.

We may also offer alternate forms of Annuity Benefits under an Endorsement or Rider attached to this Contract, if applicable.

SECTION 7.05 AMOUNT OF ANNUITY BENEFITS

If you elect pursuant to Section 7.01 to have an Annuity Benefit paid in lieu of the Cash Value, then the amount applied to provide the Annuity Benefit will, unless otherwise stated in the Data Pages or required by applicable laws or regulations, be (i) the Annuity Account Value if the annuity form elected provides payments for a person’s remaining lifetime or (ii) the Cash Value if the annuity form elected does not provide such lifetime payments.

The amount applied to provide an Annuity Benefit may be reduced by a charge for any taxes which apply on annuity purchase payments. If we have previously deducted charges for taxes from Contributions, we will not again deduct charges for the same taxes before an Annuity Benefit is provided. The balance will be used to purchase the Annuity Benefit on the basis of either (i) the Tables of Guaranteed Annuity Payments or (ii) our then current individual annuity rates, whichever rates would provide a larger benefit with respect to the payee. The Tables of Guaranteed Annuity Payments are shown in the Data Pages.

The Annuity Benefit at the time of commencement will not be less than that which would be provided by the application of an amount to purchase any single consideration immediate annuity contract of the same form of annuity offered by us at the time to the same class of Annuitants. The amount applied to provide a life contingent annuity payout option will be the Annuity Account Value.

 

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SECTION 7.06 CONDITIONS FOR PAYMENT

We may require proof acceptable to us that the person on whose life a benefit payment is based is alive when each payment is due. We will require proof of the age of any such person on whose life an Annuity Benefit is based.

If a benefit was based on information that is later found not to be correct, such benefit will be adjusted on the basis of the correct information. The adjustment will be made in the number or amount of the benefit payments, or any amount used to provide the benefit, or any combination. Overpayments by us will be charged against future payments. Underpayments will be added to future payments. Our liability is limited to the correct information and the actual amounts used to provide the benefits.

Misstatement of Age

If the age (or sex, if applicable as stated in the Tables of Guaranteed Annuity Payments) of any person upon whose life an Annuity Benefit depends has been misstated, any benefits will be those which would have been purchased at the correct age (or sex). Any overpayments or underpayments made by us will be charged or credited with interest at 6% or the then current Guaranteed Interest Rate; we will choose which rate will apply on a uniform basis for like Contracts. Such interest which will not exceed a rate of 6% will be deducted from or added to future payments.

If we receive acceptable proof that (i) a payee entitled to receive any payment under the terms of this Contract is physically or mentally incompetent to receive such payment or a minor, (ii) another person or an institution is then maintaining or has custody of such payee, and (iii) no guardian, committee, or other representative of the estate of such payee has been appointed, we may make the payments to such other person or institution. In the case of a minor, the payments will not exceed $200, or such other amount as may be shown in the Data Pages. We will have no further liability with respect to the payments so made.

If the amount to be applied hereunder is less than the minimum amount stated in the Data Pages, we may pay the amount to the payee in a single sum instead of applying it under the annuity form elected.

SECTION 7.07 CHANGES

We have the right, upon advance notice to you, to change at any time after the fifth anniversary of the Contract Date and at intervals of not less than five years, the actuarial basis used in the Tables of Guaranteed Annuity Payments for new Contributions. The effective date that applies to each set of purchase rates will be indicated. However, no such change will apply to (a) any Annuity Benefit provided before the change or (b) Contributions made before such change which are applied to provide an Annuity Benefit.

 

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PART VIII – CHARGES

 

SECTION 8.01

ADMINISTRATIVE AND OTHER CHARGES DEDUCTED FROM ANNUITY ACCOUNT VALUE

As of each Processing Date, we will deduct Administrative Charges or other Charges related to the administration and/or distribution of this Contract from the Annuity Account Value. Such Charges are shown in the Data Pages.

If specified in the Data Pages, the Charges will be deducted in full or prorated for the Contract Year, or portion thereof, in which the Contract Date occurs or in which the Annuity Account Value is withdrawn or applied to provide an Annuity Benefit or Death Benefit. If so, the Charges will be deducted when withdrawn or so applied.

The amount of any such Charge will in no event exceed any maximum amount shown in the Data Pages, subject to any maximum amount permitted under any applicable law.

We have the right to change the amount of the Charges with respect to future Contributions. We will give you advance notice of any such change.

SECTION 8.02 TRANSFER CHARGES

We have the right to impose a charge with respect to any transfer among [Variable] Investment Options after the number of free transfers shown in the Data Pages. The amount of such charge will be set forth in a notice from us to you and will in no event exceed any maximum amount stated in the Data Pages.

SECTION 8.03 INVESTMENT FUND REDEMPTION FEE

We reserve the right to charge your Annuity Account Value for any redemption fee or other transfer charge imposed by an Investment Fund. Such amounts will be withdrawn from your Annuity Account Value as described in Section 5.01.

SECTION 8.04 CONTRACT FEE

The assets of the Variable Investment Options of the Separate Account will be subject to a daily asset charge. The Contract Fee is a daily Separate Account charge and is for operations, administration and distribution expenses and mortality and expense risk that we assume. The fee will be made pursuant to item (c) of ‘‘Net Investment Factor’’ as defined in Section 2.02. Such fee will be applied after any deductions to provide for taxes. It will be at a rate not to exceed the maximum annual rate stated in the Data Pages. We have the right to charge less on a current basis; the actual fee to apply, for at least the first Contract Year, is also stated in the Data Pages.

We may charge a Variable Investment Option Facilitation Charge in order to make certain funds available as Variable Investment Options under this Contract. This charge, if applicable, is assessed daily based on the net asset value of the Variable Investment Options that we specify. The Variable Investment Option Facilitation Charge is equivalent to an annual rate of as shown in the Data Pages.

 

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SECTION 8.05 CHARGE FOR TAXES

We reserve the right to deduct from the amount applied to provide an Annuity Benefit a charge that we determine which is designed to approximate certain taxes that may be imposed on us, including but not limited to premium taxes which may apply in your state. If the tax to which this charge relates is imposed on us at a time other than when amounts are applied to an Annuity

Benefit or if required by your state, we reserve the right to deduct this charge for taxes from Contributions. The balance will be used to purchase the Annuity Benefit on the basis of either (i) the Tables of Guaranteed Annuity Payments or (ii) our then current annuity rates, whichever rates would provide a larger benefit with respect to the payee.

SECTION 8.06 THIRD PARTY TRANSFER CHARGE

We have the right to deduct a charge for any amount withdrawn from this Contract and directly transferred to another investment provider, retirement Plan, account, or contract, as applicable. This charge would apply to direct transfers, direct rollovers and exchanges of this Contract for another contract issued by another company. This charge, if any, will be specified in the Data Pages.

SECTION 8.07 CHANGES

In addition to our right to reduce or waive charges as described in this Part VIII, we have the right, upon advance notice to you, to increase the amount of any charge stated in the Data Pages, subject to any maximum amount provided in this Part VIII or the Data Pages.

 

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PART IX – GENERAL PROVISIONS

SECTION 9.01 CONTRACT

This Contract is the entire Contract as defined in Part I between the parties. It will govern with respect to our rights and obligations.

This Contract may not be changed, nor may any of our rights or rules be waived, except in writing and by our authorized officer.

SECTION 9.02 STATUTORY COMPLIANCE

We have the right to change this Contract without the consent of any other person in order to comply with any laws and regulations that apply. Such right will include, but not be limited to, the right to conform this Contract to reflect requirements of the Code and Treasury regulations or published rulings of the Internal Revenue Service, the Employee Retirement Income Security Act of 1974 and regulations thereunder, and federal securities laws.

Any paid-up annuity, cash surrender value or death benefits available under this Contract are not less than the minimum benefits required by any state law that applies.

SECTION 9.03 DEFERMENT

The use of proceeds to provide a payment of a Death Benefit and payment of any portion of the Annuity Account Value will be made within seven days after the Transaction Date of the request. Payments or proceeds from the [Variable] Investment Options can be deferred for any period during which (1) any of the stock exchanges is closed or trading is restricted, (2) sales of securities or determination of the fair value of a [Variable] Investment Option’s assets is not reasonably practicable because of an emergency, or (3) when the Securities and Exchange Commission, by order, permits us to defer payment in order to protect persons with interests in the [Variable] Investment Options.

SECTION 9.04 REPORTS AND NOTICES

At least once each year until the Maturity Date, we will send you a report showing on the start and end dates for the current period for:

 

  (a)

the amount of Contributions, withdrawals, and charges to the Annuity Account Value;

 

  (b)

the total number of Accumulation Units in each Separate Account or Variable Investment Option;

 

  (c)

the Accumulation Unit Values;

 

  (d)

the dollar amount in each Separate Account or Variable Investment Option;

 

  (e)

the Cash Value;[ and]

 

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  (f)

the amount of the Death Benefit[; and

 

  (g)

the Segment Interim Value of each Segment].

The amount described in (d) above reflects your Annuity Account Value. The information provided will be as of a date not more than four months prior to the date of mailing.

In addition to the report described above, we may also send periodic statements to you reflecting transactions on your Contract during that period.

[Also, we will send you a report for each new Segment to which Account Value was allocated showing the Segment Start Date, Segment Maturity Date, and Performance Cap Rate.]

A report or statement as described above or any written notice as described in any other Section will be satisfied by our mailing any such report, statement or notice to your last known address as shown in our records. If you have enrolled in electronic delivery of such reports, statements or notices, our obligation to deliver such reports, statements or notices will be satisfied by sending them to your last provided email address. We will make copies of the reports and statements available to you upon request. The duplicate copies may have an additional cost as shown in the Data Pages.

SECTION 9.05 CHANGE IN OWNER

Any changes in Owner designation, unless otherwise specified by the Owner, shall take effect on the date the notice of change is signed by the Owner, subject to any payments made or actions taken by us prior to receipt of this notice. To effect a change of ownership, the Owner must submit a properly completed change of ownership administrative form. There is no restriction on change of Owner other than for purposes of satisfying applicable laws or regulations.

SECTION 9.06 ASSIGNMENTS AND TRANSFERABILITY

You may assign this Contract but we will not be bound by an assignment unless we have received it in writing at our Processing Office. Unless otherwise specified by the Owner, the assignment shall take effect on the date the notice of assignment is signed subject to any payments made or actions taken by us prior to receipt of this notice. Your rights and those of any other person referred to in this Contract will be subject to the assignment. We assume no responsibility for the validity of an assignment or for any rights or obligations between you and the Assignee.

SECTION 9.07 PAYMENTS

All amounts payable by you must be paid by check drawn on a bank that is subject to regulation by the United States or an agency or instrumentality thereof or a State, and payable to us (in United States dollars) or by any other method acceptable to us.

 

2021BASE1-A-Z     Page 21


We will pay all amounts hereunder by check (drawn on a United States bank in United States dollars) or, if so agreed by you and us, by wire transfer unless stated otherwise in the Data Pages.

Any requirement for distribution or withdrawal of interest in the Contract shall be fully discharged by payment of the Death Benefit, Annuity Benefit, Annuity Account Value or Cash Value, whichever is applicable, to the Owner or the Beneficiary, as the case may be and mailed to the address as shown in our records by United States mail unless we agree to transmit the funds to another person or in another form in accordance with the terms and conditions of the Contract.

SECTION 9.08 HOW TO COMMUNICATE WITH US

All transaction requests and other notices to us must be in writing in a form satisfactory to us, and delivered by U.S. mail to our Processing Office, except to the extent we agree, by advance written notification to you, to receive such requests or notices in another manner. We may choose to change a previously accepted manner of communication at our discretion. Transaction requests or other communications sent to us will not be effective until received at the Processing Office. Your Contract Number should be included in all correspondence.

SECTION 9.09 INCONTESTABILITY

This Contract will be incontestable from its date of issue.

 

2021BASE1-A-Z     Page 22

Form of Contract 2021BASE1-B-Z (C & ADV-No CWC)
Owner:   [JOHN DOE]

[Applicable for Joint Owner Non-Qualified Contracts only, if so titled]

[Joint Owner:

  Doris Doe]
Annuitant:   [JOHN DOE]

[Applicable for Non-Qualified Contracts only, if so titled]

[Joint Annuitant:

  Doris Doe]
Contract Number:   [00000]
Contract Date:   [January 1, 2020]

FLEXIBLE PREMIUM DEFERRED VARIABLE[ AND INDEX LINKED] ANNUITY CONTRACT

Processing Office: Equitable Financial Life Insurance Company of America,

[P.O. Box 1424, Charlotte NC 28201-1424

Telephone: (800)-789-7771

www.equitable.com]

This is the entire Contract. This Contract is issued in return for the Contributions to be made to us under this Contract. This Contract becomes effective on the Contract Date. The Annuitant and the Owner must be living on the Contract Date. In this Contract, ‘‘we’’, ‘‘our’’ and ‘‘us’’ mean Equitable Financial Life Insurance Company of America (“Equitable”). ‘‘You’’ and ‘‘your’’ mean the Owner.

We will provide the benefits and other rights pursuant to the terms of this Contract.

TEN DAYS TO EXAMINE CONTRACT - Not later than ten days after you receive this Contract, you may return it to us. We will cancel it and refund any Contribution you made to us, plus or minus any investment gain or loss which applies to the [Variable] Investment Options from the date such Contribution was allocated to such Options to the date of cancellation.

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA, a stock life insurance company.

Home Office address: [3030 North Third Street, Suite 790, Phoenix, AZ 85012]

 

[    [
   LOGO         LOGO
Mark Pearson,      José Ramón González,
Chief Executive Officer]      Chief Legal Officer and Secretary]

The amount of the Annuity Benefit will be equal to the sum of any Fixed Annuity Benefit.                

Contract values and benefits based on the portion of Annuity Account Value held in the Variable Investment Options (Part III of this Contract) may increase or decrease in value based on the performance of the Variable Investment Options. [Contract values and benefits based on the portion of Annuity Account Value held in the Structured Investment Option (refer to Part II A of the Structured Investment Option Rider) may increase or decrease in value based on the performance of external Indices subject to the applicable Performance Cap Rate and Segment Buffer.]

NON-PARTICIPATING

 

2021BASE1-B-Z    


TABLE OF CONTENTS

 

          Page      
DATA        
Part I   -   

DEFINITIONS

     3        
Part II   -   

VARIABLE INVESTMENT OPTIONS

     6        
Part III   -   

CONTRIBUTIONS AND ALLOCATIONS

     10        
Part IV   -   

TRANSFERS AMONG VARIABLE INVESTMENT OPTIONS

     11        
Part V   -   

WITHDRAWALS AND TERMINATION

     12        
Part VI   -   

PAYMENT UPON DEATH

     13        
Part VII   -   

ANNUITY BENEFITS

     15        
Part VIII   -   

CHARGES

     18        
Part IX   -   

GENERAL PROVISIONS

     20        

 

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PART I – DEFINITIONS

SECTION 1.01 ANNUITANT

‘‘Annuitant’’ means the individual shown as such in the Data Pages, or any successor Annuitant.

SECTION 1.02    ANNUITY ACCOUNT VALUE

‘‘Annuity Account Value’’ means the sum of the amounts held for you in the Variable Investment Options.

SECTION 1.03 ANNUITY BENEFIT

‘‘Annuity Benefit’’ means a benefit payable by us as described in Part VII.

SECTION 1.04 BUSINESS DAY

“Business Day” means generally any day on which the New York Stock Exchange is open for regular trading and generally ends at 4:00 pm Eastern Time (or as of earlier close of regular trading). If the Securities and Exchange Commission determines the existence of emergency conditions on any day, and consequently, the NYSE does not open, then that day is not a Business Day. Business Day also includes such other time as we state in writing to the Owner.

SECTION 1.05 CASH VALUE

‘‘Cash Value’’ means an amount equal to the Annuity Account Value, less any charges that apply as described in Part VIII and any charges that may apply as described in any applicable Endorsement(s) or Rider(s).

SECTION 1.06 CODE

‘‘Code’’ means the Internal Revenue Code of 1986, as amended at any time, or any corresponding provisions of prior or subsequent United States revenue laws. References to the “Code” in this Contract include references to applicable Federal income tax regulations.

SECTION 1.07 CONTRACT

‘‘Contract’’ means this Contract including the Data Pages, Rider(s), an Endorsement containing provisions applicable to the federal income tax qualification of your Contract or the provisions specific to Non-Qualified Contracts and any other applicable Endorsement(s) or Riders attached hereto.

SECTION 1.08 CONTRACT DATE

‘‘Contract Date’’ means the earlier of: (a) the date on which the Owner is enrolled under the Contract according to our enrollment procedures, or (b) in conjunction with certain exchanges, the date of enrollment under a Prior Contract, if we agree. The Contract Date is shown in the Data Pages.

 

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SECTION 1.09 CONTRACT DATE ANNIVERSARY

“Contract Date Anniversary” means the last day of the Contract Year unless otherwise stated in the Data Pages. For purposes of any transaction, including the deduction of a charge, provided under the terms and conditions of this Contract which occurs on a Contract Date Anniversary, if the Contract Date Anniversary is on a non-Business Day, then the Transaction Date for such transaction will be the Business Day immediately preceding the Contract Date Anniversary.

SECTION 1.10 CONTRACT YEAR

‘‘Contract Year’’ means the twelve-month period starting on (i) the Contract Date and (ii) the same date each subsequent year, unless we agree to another period.

SECTION 1.11 CONTRIBUTION

‘‘Contribution’’ means a payment made to us under the Contract. See Section 3.01.

SECTION 1.12 EMPLOYER

‘‘Employer’’ means, if applicable, an employer as defined in an Endorsement or Rider attached hereto.

SECTION 1.13 INVESTMENT FUND

“Investment Fund” means a trust or other investment company or a separate class (or series) of shares of a specified trust or investment company where each class (or series) represents a separate portfolio in the specified trust or investment company.

SECTION 1.14 MATURITY DATE

‘‘Maturity Date’’ means the last “Annuity Commencement Date” on which the annuity payments described in Part VII are to commence.    The Maturity Date is shown in the Data Pages.

SECTION 1.15 NON-NATURAL OWNER

“Non-Natural Owner” means an Owner who is not an individual. Benefits thereunder are determined by the age of the Annuitant. If there is an ownership change under a Contract owned by a Non-Natural Owner to an individual, the original Annuitant or Joint Annuitant, if applicable, continues to determine the benefits under the Contract.

SECTION 1.16 OWNER

‘‘Owner’’ means the person or entity shown as such on the cover page, in the Data Pages, or in any Endorsement or Rider and includes any successor Owner.

SECTION 1.17 PLAN

“Plan” means (if applicable, in an Endorsement or Rider attached hereto) a retirement savings plan adopted and maintained by an Employer, which the Plan is intended to meet the requirements for qualification under one of the Sections of the Code as specified any Endorsement or Rider.

 

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SECTION 1.18 PRIOR CONTRACT

‘‘Prior Contract’’ means another contract or certificate issued by us, or one of our affiliates, from which the Owner and we have agreed to transfer amounts to this Contract.

SECTION 1.19 PROCESSING DATE

‘‘Processing Date’’ means each Contract Date Anniversary.    

SECTION 1.20 PROCESSING OFFICE

‘‘Processing Office’’ means the Equitable Processing office shown on the cover page of this Contract, or such other location we may state upon written notice to you.

SECTION 1.21 SEPARATE ACCOUNT

‘‘Separate Account’’ means any of the Separate Accounts applicable to the Variable Investment Options, described or referred to in Sections 2.01 and 2.04 and the Data Pages of this Contract.

SECTION 1.22 TRANSACTION DATE

“Transaction Date” means the Business Day we receive at the Processing Office a Contribution or a transaction request providing the information we need. Transaction requests must be in a form acceptable to us.

SECTION 1.23 VARIABLE INVESTMENT OPTION

“Variable Investment Option” means a Separate Account or a subdivision of a Separate Account available under this Contract. A Variable Investment Option may invest its assets in an Investment Fund.

 

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PART II – VARIABLE INVESTMENT OPTIONS

SECTION 2.01 SEPARATE ACCOUNT

We have established the Separate Account(s) and maintain such Account(s) in accordance with the laws of the state of Arizona. Income, realized and unrealized gains and losses from the assets of the Separate Account(s) are credited to or charged against it without regard to our other income, gains or losses. Assets are placed in the Separate Account(s) to support this Contract and other variable annuity contracts and certificates. Assets may be placed in the Separate Account(s) for other purposes, but not to support contracts or policies other than variable annuities and variable life insurance.

The Data Pages set forth the Separate Account(s). A Separate Account may be subdivided into Variable Investment Options.

The assets of a Separate Account are our property. The portion of such assets equal to the reserves and other contract liabilities will not be chargeable with liabilities which arise out of any other business we conduct. We may transfer assets of a Separate Account in excess of the reserves and other liabilities with respect to such Account to another Separate Account or to our general account.

We may, at our discretion, invest Separate Account assets in any investment permitted by applicable law. We may rely conclusively on the opinion of counsel (including counsel in our employ) as to what investments we may make as law permits.

SECTION 2.02 SEPARATE ACCOUNT ACCUMULATION UNITS AND UNIT VALUES

The amount you have in a Variable Investment Option at any time is equal to the number of Accumulation Units you have in that Variable Investment Option multiplied by the Variable Investment Option’s Accumulation Unit Value at that time. ‘‘Accumulation Unit’’ means a unit which is purchased in a Separate Account. ‘‘Accumulation Unit Value’’ means the dollar value of each Accumulation unit in a Separate Account on a given date. (If Variable Investment Options apply as described in Section 2.01, then the terms of this Section 2.02 apply separately to each Variable Investment Option, unless otherwise stated.)

Amounts allocated or transferred to a Separate Account are used to purchase Accumulation Units of that Account. Units are redeemed when amounts are deducted, transferred or withdrawn.

The number of Accumulation Units you have in a Separate Account at any time is equal to the number of Accumulation Units purchased minus the number of Units redeemed in that Account up to that time. The number of Accumulation Units purchased or redeemed in a transaction is equal to the dollar amount of the transaction divided by the Account’s Accumulation Unit Value for that Transaction Date.

 

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We determine Accumulation Unit Values for each Separate Account for each Valuation Period. A ‘‘Valuation Period’’ is each Business Day together with any consecutive preceding non-Business Days. For example, for each Monday which is a Business Day, the preceding Saturday and Sunday will be included to equal a three-day Valuation Period.

Unless the following paragraph applies, the Accumulation Unit Value for a Separate Account for any Valuation Period is equal to the Accumulation Unit Value for the immediately preceding Valuation Period multiplied by the ratio of values: ‘‘(i) ’’ and ‘‘(ii) ’’. Value ‘‘(i) ’’ is the value of the Separate Account at the close of business at the end of the current Valuation Period, before any amounts are allocated to or withdrawn from the Separate Account in that Period. Value ‘‘(ii)’’ is the value of the Separate Account at the close of business at the end of the preceding Valuation Period, after all allocations and withdrawals were made for that Period. For this purpose, ‘‘value of the Separate Account’’ means the market value or, where there is no readily available market, the fair value of the assets allocated to the Separate Account, as determined by accepted accounting practices, and applicable laws and regulations.

To the extent the Separate Account invests in Investment Funds, and the assets of the Investment Funds are invested in a class or series of shares of a specified trust or investment company, the Accumulation Unit Value of a Variable Investment Option for any Valuation Period is equal to the Accumulation Unit Value for that Fund on the immediately preceding Valuation Period multiplied by the Net Investment Factor for that Fund for the current Valuation Period. The Net Investment Factor for a Valuation Period is (a) divided by (b) minus (c), where:

 

  (a)

is the value of the Variable Investment Option’s shares of the related Investment Fund at the end of the Valuation Period (before taking into account any amounts allocated to or withdrawn from the Variable Investment Option for the Valuation Period and after deduction of investment advisory fees and direct operating expenses of the specified trust or investment company; for this purpose, we use the share value reported to us by the specified trust or investment company);

 

  (b)

is the value of the Variable Investment Option’s shares of the related Investment Fund at the end of the preceding Valuation Period (taking into account any amounts allocated or withdrawn for that Valuation Period);

 

  (c)

is the Contract Fee (see Section 8.04) for the expenses and risks of the Contract, times the number of calendar days in the Valuation Period, plus any charge for taxes or amounts set aside as a reserve for taxes.

 

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SECTION 2.03 AVAILABILITY OF VARIABLE INVESTMENT OPTIONS

Section 3.01 describes how Contributions are allocated among Variable Investment Options based on your election among the available Variable Investment Options. Your election is subject to the following:

 

  (a)

If the Contributions are made pursuant to the terms of a Plan, then Variable Investment Options available may be subject to the terms of such Plan, as reported to us by the Owner.

  (b)

The available Variable Investment Options on the Contract Date are shown in the Data Pages. We have the right to add Variable Investment Options, to limit the number of Variable Investment Options which you may elect, and to limit or terminate allocations to a Variable Investment Option.

SECTION 2.04 CHANGES WITH RESPECT TO SEPARATE ACCOUNT

In addition to the rights reserved pursuant to subsection (b) of Section 2.03, and Sections 9.01 and 9.02, we have the right, subject to compliance with applicable law, including approval of Contract Owners if required:

 

  (a)

to add Variable Investment Options (or sub-funds of Variable Investment Options) to, or to remove Variable Investment Options (or sub-funds) from the Separate Account, or to add other Separate Accounts;

 

  (b)

to combine any two or more Variable Investment Options or sub-funds thereof;

 

  (c)

to transfer the assets we determine to be the share of the class of contracts to which this Contract belongs from any Variable Investment Option to another Variable Investment Option;

 

  (d)

to operate the Separate Account or any Variable Investment Option as a management investment company under the Investment Company Act of 1940, in which case charges and expenses that otherwise would be assessed against an underlying mutual fund would be assessed against the Separate Account;

 

  (e)

to operate the Separate Account or any Variable Investment Option as a unit investment trust under the Investment Company Act of 1940;

 

  (f)

to deregister the Separate Account under the Investment Company Act of 1940;

 

  (g)

to restrict or eliminate any voting rights as to the Separate Account;

 

  (h)

to cause one or more Variable Investment Options to invest some or all of their assets in one or more other trusts or investment companies;

 

  (i)

to close a Variable Investment Option to Transfers and Contributions.

 

2021BASE1-B-Z     Page 8


If the exercise of these rights results in a material change in the underlying investment of a Separate Account, you will be notified of such exercise, as required by law.

A Separate Account or Variable Investment Option which may be added by us as described above may be one with respect to which: (i) there may be periods during which Contributions may be restricted pursuant to the maturity terms of such Separate Account or Investment Fund, (ii) amounts therein may be automatically liquidated pursuant to the investment policy of the Separate Account, and (iii) investments therein may mature. We will have the right to reallocate amounts arising from liquidation or maturity according to your allocation instructions then in effect unless you specify other instructions with respect to such amounts. If no such allocation instructions have been made, the reallocation will be made to a designated Variable Investment Option, or to the next established Separate Account or Investment Fund of the same type as described in this paragraph, if applicable, as specified in the Data Pages.

 

2021BASE1-B-Z     Page 9


PART III – CONTRIBUTIONS AND ALLOCATIONS

SECTION 3.01 CONTRIBUTIONS, ALLOCATIONS

You may allocate Contributions to, or transfer among the Variable Investment Options available under this Contract. You need not allocate Contributions to each available Variable Investment Option. You may change the allocation election at any time by sending us the proper form. Allocation percentages must be in whole numbers (no fractions) and must total 100%.

Each Contribution is allocated (after deduction of any charges that may apply) in accordance with the allocation election in effect on the Transaction Date. Contributions made to a Separate Account purchase Accumulation Units in that Account, using the Accumulation Unit Value for that Transaction Date.

SECTION 3.02    LIMITS ON CONTRIBUTIONS

We have the right not to accept any Contribution which is less than the minimum amount shown in the Data Pages. The Data Pages indicate other Contribution limitations and requirements which may apply. We also have the right, in addition to any such limitations and requirements, upon the advance notice to you shown in the Data Pages, to:

 

  (a)

change such limitations and requirements to apply to Contributions made after the date of such change, and

 

  (b)

discontinue acceptance of Contributions under this Contract with respect to all Contracts or with respect to all Contracts of the same class.

Any change in limitations or discontinuation of Contributions will be implemented to manage the financial risk to the Company in the event market and/or economic conditions decline.

 

2021BASE1-B-Z     Page 10


PART IV – TRANSFERS AMONG VARIABLE INVESTMENT OPTIONS

SECTION 4.01 TRANSFER REQUESTS

You may request to transfer all or part of the amount held in a Variable Investment Option to one or more of the other Options. The request must be in a form we accept. All transfers will be made on the Transaction Date. Transfers are subject to the terms of Sections 2.03, 4.02 and our rules in effect at the time of transfer. With respect to a Separate Account, the transfers will be made at the Accumulation Unit Value for that Transaction Date.

SECTION 4.02 TRANSFER RULES

The transfer rules which apply are described in the Data Pages and any applicable Endorsement(s) or Rider(s). A transfer request will not be accepted if it involves less than the minimum amount, if any, stated in the Data Pages (unless the Annuity Account Value is less than such amount). We have the right to change our transfer rules. Any change will be made upon advance notice to you.

Transfers to a Variable Investment Option will also be subject to the rules of the Investment Fund in which it invests, and in accordance with Sections 5.01, 8.02 and 8.03.

 

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PART V – WITHDRAWALS AND TERMINATION

SECTION 5.01 WITHDRAWALS

Unless otherwise stated in the Data Pages, you may request, pursuant to our procedures then in effect, a withdrawal from the Variable Investment Options before the Maturity Date. The request must be in a form we accept.

On the Transaction Date, we will pay the amount of the withdrawal requested or, if less, the Cash Value. The amount to be paid will be withdrawn on a pro-rata basis from the amounts held for you in the Variable Investment Options, unless you elect otherwise and unless otherwise stated in the Data Pages.

We will not accept a withdrawal request if it involves less than the minimum amount, if any, stated in the Data Pages. Further conditions or restrictions may apply if stated in the Data Pages or in any Endorsement(s) or Rider(s) attached hereto.

We will withdraw any redemption fee or other charge that an Investment Fund requires us to deduct from your Annuity Account Value. Such amounts, less any applicable processing fee, will be remitted to the Investment Fund. The redemption fee will not exceed the maximum amount that an Investment Fund is permitted to charge under applicable law. Unless otherwise provided in the Data Pages such withdrawals may cause Contract termination as provided in Section 5.02.

SECTION 5.02 CONTRACT TERMINATION

Payment of the Death Benefit terminates the Contract. In addition, we reserve the right to terminate this Contract if one or more of the following events occur, unless otherwise specified in any Endorsement(s), Rider(s) or Data Pages attached hereto:

 

  (a)

A withdrawal is made under Section 5.01 that would result in an Annuity Account Value of an amount less than the minimum amount stated in the Data Pages.

 

  (b)

If, before the Maturity Date, no Contributions are made during the last three completed Contract Years and the Annuity Account Value is less than the amount described in (a) above.

 

  (c)

If, as a result of the following, your Annuity Account Value is reduced to zero: 1) the deduction of a charge or fee, or 2) the processing of a withdrawal.

 

2021BASE1-B-Z     Page 12


PART VI – PAYMENT UPON DEATH

SECTION 6.01 BENEFICIARY

You give us the name of the beneficiary (“Beneficiary”) who is to receive any death benefit (“Death Benefit”) payable because of your death. You may change the Beneficiary during your lifetime and while coverage under the Contract is in force. Any such change must be made in writing. Unless otherwise specified by the Owner, a change will take effect as of the date the written change is signed, whether or not you are living on the date of receipt at our Processing Office. However, we will not be liable as to any payments we make or actions we take before we receive any such change at our Processing Office.

You may name one or more persons to be primary Beneficiary and one or more other persons to be successor Beneficiary if the primary Beneficiary dies before the Owner. Unless you direct otherwise, if you have named two or more persons as Beneficiary, the Beneficiary will be the named person or persons who survive you and payments will be made to such persons in equal shares or to the survivor.

Any part of a Death Benefit for which there is no named Beneficiary living at your death will be payable in a single sum to the Owner’s surviving spouse, if any; if there is no surviving spouse, then to the surviving children in equal shares; if there are no surviving children, then to your estate.

If the Contract is owned by a Non-Natural Owner, any applicable Death Benefit will be based on the death of the Annuitant or Joint Annuitant, if applicable. For purpose of this Section, “you” or “your” refer to the Annuitant when describing the Death Benefit under a Non-Natural Owner Contract.

SECTION 6.02 PAYMENT UPON DEATH

Upon receipt of due proof of your death before the Maturity Date, we will pay a Death Benefit to the Beneficiary named under Section 6.01. Payment is subject to the terms of Section 6.01 and any special rules which may apply as described in the Data Pages and any Endorsement(s) or Rider(s) attached hereto.

For the portion of the Death Benefit payable to a Beneficiary, the date on which we received the Beneficiary requirements is the “Payment Transaction Date”. Payment of a Death Benefit will be made upon our receipt of the following “Beneficiary Requirements”:

 

  (i)

a properly completed written request;

  (ii)

due proof of death (as evidenced by a certified copy of the death certificate);

  (iii)

proof satisfactory to us that the person claiming the Death Benefit is the person entitled to receive it;

  (iv)

tax information required by the Code; and

  (v)

any other forms we require.

 

2021BASE1-B-Z     Page 13


Upon receipt of notification of your death, if we have not received the Beneficiary Requirements described above, your Contract will continue to remain invested in the [Variable] Investment Options and no transactions will be permitted.

Unless otherwise specified in the Data Pages attached hereto, the amount of the Death Benefit is equal to the Annuity Account Value on the Payment Transaction Date.

SECTION 6.03 MANNER OF PAYMENT

The Death Benefit will be paid to the Beneficiary in a single sum unless you elect a different form of Death Benefit payout (such as a life annuity) and provided that we offer such at the time the Death Benefit is payable. The Beneficiary will have no right to change the election; however, (i) we will apply a predetermined Death Benefit annuity payout election only if payment of the Death Benefit begins within one year following the date of death; (ii) we will not apply a predetermined Death Benefit payout election if doing so would violate any Federal income tax rules or guidelines or any other applicable law. Subject to the foregoing, a Beneficiary who becomes a successor owner or who continues the Contract under a Beneficiary Continuation Option, if available, will not have the right to change your election.

 

2021BASE1-B-Z     Page 14


PART VII – ANNUITY BENEFITS

SECTION 7.01 ELECTION OF ANNUITY BENEFITS

On any date which is thirteen months or more after the Contract Date, you may apply all or any portion of the Annuity Account Value to a form of traditional Annuity Benefit we offer under our then current rules as described in Section 7.04. This is your “Annuity Commencement Date”.

As of the Maturity Date the Annuity Account Value will be applied to provide for the Normal Form of Annuity Benefit (described below). However, you may instead elect (i) to have the Cash Value paid in a single sum, (ii) to apply the Annuity Account Value or Cash Value, whichever applies pursuant to the first paragraph of Section 7.05, to provide an Annuity Benefit of any form offered by us or one of our affiliated life insurance companies, or (iii) to apply the Cash Value to provide any other form of benefit payment we offer, subject to applicable laws and regulations. Unless otherwise stated in an Endorsement or Rider, at the time an Annuity Benefit is purchased, we will terminate the Contract and issue a supplementary contract which reflects the Annuity Benefit terms.

We will provide notice and election forms to you not more than six months before the Maturity Date.

We will have the right to require you to furnish any information we need to provide an Annuity Benefit. We will be fully protected in relying on such information and need not inquire as to its accuracy or completeness.

SECTION 7.02    MATURITY DATE

Your Maturity Date is the last Annuity Commencement Date and is shown in the Data Pages, but may be changed by us in conformance with applicable law. You may request commencement of your Annuity Benefit before the Maturity Date by written notice to our Processing Office no less than thirteen months or any other period specified in an Endorsement or Rider attached to this Contract, following the Contract Date. You may also request a different Maturity Date by written request at our Processing Office. Such request must be received by our Processing Office at least [60] days prior to the Annuity Commencement Date you request.

SECTION 7.03    ANNUITY BENEFIT

Payments under an Annuity Benefit will be made monthly to you. If you are not the Annuitant, payments will be made to you, as the Owner. You may elect instead to have the Annuity Benefit paid at other intervals, such as every three months, six months, or twelve months, instead of monthly or as otherwise stated in the Data Pages or any Endorsement(s) or Rider(s) attached hereto. This election may be made at the time the Annuity Benefit form as described in Section 7.04 is elected. In that event, all references in this Contract to monthly payments, with respect to the Annuity Benefit to which the election applies, will be deemed to mean payments at the frequency elected.

 

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SECTION 7.04 ANNUITY BENEFIT FORMS

The ‘‘Normal Form’’ of Annuity Benefit is the Life-Period Certain Annuity Form described below, unless another form of annuity is determined to be the Normal Form of Annuity pursuant to the terms of the Plan, if applicable, and/or the requirements of the Employee Retirement Income Security Act of 1974 (ERISA), as amended, or any other law that applies.

The Life-Period Certain Annuity is an annuity that is payable during the lifetime of the person upon whose life the payments depend, but with a maximum of 10 years of payments guaranteed (10 years certain period). That is, if the original payee dies before the certain period has ended, payments will continue to the Beneficiary named to receive such payments for the balance of the certain period.

We may offer other traditional annuity forms as available from us or from one of our affiliated life insurance companies. Such a form may, for example, include the Joint and Survivor Life Annuity Form which provides monthly payments while either of two persons upon whose lives such payments depend is living. The monthly amount to be continued when only one of the persons is living will be equal to a percentage, as elected, of the monthly amount that was paid while both were living.

We may also offer alternate forms of Annuity Benefits under an Endorsement or Rider attached to this Contract, if applicable.

SECTION 7.05 AMOUNT OF ANNUITY BENEFITS

If you elect pursuant to Section 7.01 to have an Annuity Benefit paid in lieu of the Cash Value, then the amount applied to provide the Annuity Benefit will, unless otherwise stated in the Data Pages or required by applicable laws or regulations, be (i) the Annuity Account Value if the annuity form elected provides payments for a person’s remaining lifetime or (ii) the Cash Value if the annuity form elected does not provide such lifetime payments.

The amount applied to provide an Annuity Benefit may be reduced by a charge for any taxes which apply on annuity purchase payments. If we have previously deducted charges for taxes from Contributions, we will not again deduct charges for the same taxes before an Annuity Benefit is provided. The balance will be used to purchase the Annuity Benefit on the basis of either (i) the Tables of Guaranteed Annuity Payments or (ii) our then current individual annuity rates, whichever rates would provide a larger benefit with respect to the payee. The Tables of Guaranteed Annuity Payments are shown in the Data Pages.

The Annuity Benefit at the time of commencement will not be less than that which would be provided by the application of an amount to purchase any single consideration immediate annuity contract of the same form of annuity offered by us at the time to the same class of Annuitants. The amount applied to provide a life contingent annuity payout option will be the Annuity Account Value.

 

2021BASE1-B-Z     Page 16


SECTION 7.06    CONDITIONS FOR PAYMENT

We may require proof acceptable to us that the person on whose life a benefit payment is based is alive when each payment is due. We will require proof of the age of any such person on whose life an Annuity Benefit is based.

If a benefit was based on information that is later found not to be correct, such benefit will be adjusted on the basis of the correct information. The adjustment will be made in the number or amount of the benefit payments, or any amount used to provide the benefit, or any combination. Overpayments by us will be charged against future payments. Underpayments will be added to future payments. Our liability is limited to the correct information and the actual amounts used to provide the benefits.

Misstatement of Age

If the age (or sex, if applicable as stated in the Tables of Guaranteed Annuity Payments) of any person upon whose life an Annuity Benefit depends has been misstated, any benefits will be those which would have been purchased at the correct age (or sex). Any overpayments or underpayments made by us will be charged or credited with interest at 6% or the then current Guaranteed Interest Rate; we will choose which rate will apply on a uniform basis for like Contracts. Such interest which will not exceed a rate of 6% will be deducted from or added to future payments.

If we receive acceptable proof that (i) a payee entitled to receive any payment under the terms of this Contract is physically or mentally incompetent to receive such payment or a minor, (ii) another person or an institution is then maintaining or has custody of such payee, and (iii) no guardian, committee, or other representative of the estate of such payee has been appointed, we may make the payments to such other person or institution. In the case of a minor, the payments will not exceed $200, or such other amount as may be shown in the Data Pages. We will have no further liability with respect to the payments so made.

If the amount to be applied hereunder is less than the minimum amount stated in the Data Pages, we may pay the amount to the payee in a single sum instead of applying it under the annuity form elected.

SECTION 7.07 CHANGES

We have the right, upon advance notice to you, to change at any time after the fifth anniversary of the Contract Date and at intervals of not less than five years, the actuarial basis used in the Tables of Guaranteed Annuity Payments for new Contributions. The effective date that applies to each set of purchase rates will be indicated. However, no such change will apply to (a) any Annuity Benefit provided before the change or (b) Contributions made before such change which are applied to provide an Annuity Benefit.

 

2021BASE1-B-Z     Page 17


PART VIII – CHARGES

SECTION 8.01 ADMINISTRATIVE AND OTHER CHARGES DEDUCTED FROM ANNUITY

                            ACCOUNT VALUE

As of each Processing Date, we will deduct Administrative Charges or other Charges related to the administration and/or distribution of this Contract from the Annuity Account Value. Such Charges are shown in the Data Pages.    

If specified in the Data Pages, the Charges will be deducted in full or prorated for the Contract Year, or portion thereof, in which the Contract Date occurs or in which the Annuity Account Value is withdrawn or applied to provide an Annuity Benefit or Death Benefit. If so, the Charges will be deducted when withdrawn or so applied.

The amount of any such Charge will in no event exceed any maximum amount shown in the Data Pages, subject to any maximum amount permitted under any applicable law.

We have the right to change the amount of the Charges with respect to future Contributions. We will give you advance notice of any such change.

SECTION 8.02    TRANSFER CHARGES

We have the right to impose a charge with respect to any transfer among [Variable] Investment Options after the number of free transfers shown in the Data Pages. The amount of such charge will be set forth in a notice from us to you and will in no event exceed any maximum amount stated in the Data Pages.

SECTION 8.03    INVESTMENT FUND REDEMPTION FEE

We reserve the right to charge your Annuity Account Value for any redemption fee or other transfer charge imposed by an Investment Fund. Such amounts will be withdrawn from your Annuity Account Value as described in Section 5.01.

SECTION 8.04    CONTRACT FEE

The assets of the Variable Investment Options of the Separate Account will be subject to a daily asset charge. The Contract Fee is a daily Separate Account charge and is for operations, administration and distribution expenses and mortality and expense risk that we assume. The fee will be made pursuant to item (c) of ‘‘Net Investment Factor’’ as defined in Section 2.02. Such fee will be applied after any deductions to provide for taxes. It will be at a rate not to exceed the maximum annual rate stated in the Data Pages. We have the right to charge less on a current basis; the actual fee to apply, for at least the first Contract Year, is also stated in the Data Pages.

We may charge a Variable Investment Option Facilitation Charge in order to make certain funds available as Variable Investment Options under this Contract. This charge, if applicable, is assessed daily based on the net asset value of the Variable Investment Options that we specify. The Variable Investment Option Facilitation Charge is equivalent to an annual rate of as shown in the Data Pages.

 

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SECTION 8.05    CHARGE FOR TAXES

We reserve the right to deduct from the amount applied to provide an Annuity Benefit a charge that we determine which is designed to approximate certain taxes that may be imposed on us, including but not limited to premium taxes which may apply in your state. If the tax to which this charge relates is imposed on us at a time other than when amounts are applied to an Annuity

Benefit or if required by your state, we reserve the right to deduct this charge for taxes from Contributions. The balance will be used to purchase the Annuity Benefit on the basis of either (i) the Tables of Guaranteed Annuity Payments or (ii) our then current annuity rates, whichever rates would provide a larger benefit with respect to the payee.

SECTION 8.06    THIRD PARTY TRANSFER CHARGE

We have the right to deduct a charge for any amount withdrawn from this Contract and directly transferred to another investment provider, retirement Plan, account, or contract, as applicable. This charge would apply to direct transfers, direct rollovers and exchanges of this Contract for another contract issued by another company. This charge, if any, will be specified in the Data Pages.

SECTION 8.07 CHANGES

In addition to our right to reduce or waive charges as described in this Part VIII, we have the right, upon advance notice to you, to increase the amount of any charge stated in the Data Pages, subject to any maximum amount provided in this Part VIII or the Data Pages.

 

2021BASE1-B-Z     Page 19


PART IX – GENERAL PROVISIONS

SECTION 9.01 CONTRACT

This Contract is the entire Contract as defined in Part I between the parties. It will govern with respect to our rights and obligations.

This Contract may not be changed, nor may any of our rights or rules be waived, except in writing and by our authorized officer.

SECTION 9.02 STATUTORY COMPLIANCE

We have the right to change this Contract without the consent of any other person in order to comply with any laws and regulations that apply. Such right will include, but not be limited to, the right to conform this Contract to reflect requirements of the Code and Treasury regulations or published rulings of the Internal Revenue Service, the Employee Retirement Income Security Act of 1974 and regulations thereunder, and federal securities laws.

Any paid-up annuity, cash surrender value or death benefits available under this Contract are not less than the minimum benefits required by any state law that applies.

SECTION 9.03 DEFERMENT

The use of proceeds to provide a payment of a Death Benefit and payment of any portion of the Annuity Account Value will be made within seven days after the Transaction Date of the request. Payments or proceeds from the [Variable] Investment Options can be deferred for any period during which (1) any of the stock exchanges is closed or trading is restricted, (2) sales of securities or determination of the fair value of a [Variable] Investment Option’s assets is not reasonably practicable because of an emergency, or (3) when the Securities and Exchange Commission, by order, permits us to defer payment in order to protect persons with interests in the [Variable] Investment Options.

SECTION 9.04 REPORTS AND NOTICES

At least once each year until the Maturity Date, we will send you a report showing on the start and end dates for the current period for:

 

  (a)

the amount of Contributions, withdrawals, and charges to the Annuity Account Value;

 

  (b)

the total number of Accumulation Units in each Separate Account or Variable Investment Option;

 

  (c)

the Accumulation Unit Values;

 

  (d)

the dollar amount in each Separate Account or Variable Investment Option;

 

  (e)

the Cash Value;[ and]

 

2021BASE1-B-Z     Page 20


  (f)

the amount of the Death Benefit[; and

 

  (g)

the Segment Interim Value of each Segment].

The amount described in (d) above reflects your Annuity Account Value. The information provided will be as of a date not more than four months prior to the date of mailing.

In addition to the report described above, we may also send periodic statements to you reflecting transactions on your Contract during that period.

[Also, we will send you a report for each new Segment to which Account Value was allocated showing the Segment Start Date, Segment Maturity Date, and Performance Cap Rate.]

A report or statement as described above or any written notice as described in any other Section will be satisfied by our mailing any such report, statement or notice to your last known address as shown in our records. If you have enrolled in electronic delivery of such reports, statements or notices, our obligation to deliver such reports, statements or notices will be satisfied by sending them to your last provided email address. We will make copies of the reports and statements available to you upon request. The duplicate copies may have an additional cost as shown in the Data Pages.

SECTION 9.05 CHANGE IN OWNER

Any changes in Owner designation, unless otherwise specified by the Owner, shall take effect on the date the notice of change is signed by the Owner, subject to any payments made or actions taken by us prior to receipt of this notice. To effect a change of ownership, the Owner must submit a properly completed change of ownership administrative form. There is no restriction on change of Owner other than for purposes of satisfying applicable laws or regulations.

SECTION 9.06 ASSIGNMENTS AND TRANSFERABILITY

You may assign this Contract but we will not be bound by an assignment unless we have received it in writing at our Processing Office. Unless otherwise specified by the Owner, the assignment shall take effect on the date the notice of assignment is signed subject to any payments made or actions taken by us prior to receipt of this notice. Your rights and those of any other person referred to in this Contract will be subject to the assignment. We assume no responsibility for the validity of an assignment or for any rights or obligations between you and the Assignee.

SECTION 9.07 PAYMENTS

All amounts payable by you must be paid by check drawn on a bank that is subject to regulation by the United States or an agency or instrumentality thereof or a State, and payable to us (in United States dollars) or by any other method acceptable to us.

 

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We will pay all amounts hereunder by check (drawn on a United States bank in United States dollars) or, if so agreed by you and us, by wire transfer unless stated otherwise in the Data Pages.

Any requirement for distribution or withdrawal of interest in the Contract shall be fully discharged by payment of the Death Benefit, Annuity Benefit, Annuity Account Value or Cash Value, whichever is applicable, to the Owner or the Beneficiary, as the case may be and mailed to the address as shown in our records by United States mail unless we agree to transmit the funds to another person or in another form in accordance with the terms and conditions of the Contract.

SECTION 9.08 HOW TO COMMUNICATE WITH US    

All transaction requests and other notices to us must be in writing in a form satisfactory to us, and delivered by U.S. mail to our Processing Office, except to the extent we agree, by advance written notification to you, to receive such requests or notices in another manner. We may choose to change a previously accepted manner of communication at our discretion. Transaction requests or other communications sent to us will not be effective until received at the Processing Office. Your Contract Number should be included in all correspondence.

SECTION 9.09 INCONTESTABILITY

This Contract will be incontestable from its date of issue.

 

2021BASE1-B-Z     Page 22

Form of Contract 2021BASE2-A-Z (B Share-CWC)
Owner:   [JOHN DOE]

[Applicable for Joint Owner Non-Qualified Contracts only, if so titled]

[Joint Owner:

  Doris Doe]
Annuitant:   [JOHN DOE]

[Applicable for Non-Qualified Contracts only, if so titled]

[Joint Annuitant:

  Doris Doe]
Contract Number:   [00000]
Contract Date:   [January 1, 2020]

FLEXIBLE PREMIUM DEFERRED VARIABLE[ AND INDEX LINKED] ANNUITY CONTRACT

Processing Office: Equitable Financial Life Insurance Company of America,

[P.O. Box 1424, Charlotte NC 28201-1424

Telephone: (800)-789-7771

www.equitable.com]

This is the entire Contract. This Contract is issued in return for the Contributions to be made to us under this Contract. This Contract becomes effective on the Contract Date. The Annuitant and the Owner must be living on the Contract Date. In this Contract, ‘‘we’’, ‘‘our’’ and ‘‘us’’ mean Equitable Financial Life Insurance Company of America (“Equitable”). ‘‘You’’ and ‘‘your’’ mean the Owner.

We will provide the benefits and other rights pursuant to the terms of this Contract.

TEN DAYS TO EXAMINE CONTRACT - Not later than ten days after you receive this Contract, you may return it to us. We will cancel it and refund any Contribution you made to us.

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA, a stock life insurance company.

Home Office address: [3030 North Third Street, Suite 790, Phoenix, AZ 85012]

 

[    [
   LOGO         LOGO
Mark Pearson,      José Ramón González,
Chief Executive Officer]      Chief Legal Officer and Secretary]

The amount of the Annuity Benefit will be equal to the sum of any Fixed Annuity Benefit.                

Contract values and benefits based on the portion of Annuity Account Value held in the Variable Investment Options (Part III of this Contract) may increase or decrease in value based on the performance of the Variable Investment Options. [Contract values and benefits based on the portion of Annuity Account Value held in the Structured Investment Option (refer to Part II A of the Structured Investment Option Rider) may increase or decrease in value based on the performance of external Indices subject to the applicable Performance Cap Rate and Segment Buffer.]

Amounts under this Contract are subject to a Withdrawal Charge schedule detailed in Part C of the Data Pages. There are waivers to the Withdrawal Charge schedule which are described in Part D of the Data pages.

NON-PARTICIPATING

 

2021BASE2-A-Z    


TABLE OF CONTENTS

 

          Page      
DATA        
Part I   -   

DEFINITIONS

     3        
Part II   -   

VARIABLE INVESTMENT OPTIONS

     6        
Part III   -   

CONTRIBUTIONS AND ALLOCATIONS

     10        
Part IV   -   

TRANSFERS AMONG VARIABLE INVESTMENT OPTIONS

     11        
Part V   -   

WITHDRAWALS AND TERMINATION

     12        
Part VI   -   

PAYMENT UPON DEATH

     13        
Part VII   -   

ANNUITY BENEFITS

     15        
Part VIII   -   

CHARGES

     18        
Part IX   -   

GENERAL PROVISIONS

     21        

 

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PART I – DEFINITIONS

SECTION 1.01 ANNUITANT

‘‘Annuitant’’ means the individual shown as such in the Data Pages, or any successor Annuitant.

SECTION 1.02 ANNUITY ACCOUNT VALUE

‘‘Annuity Account Value’’ means the sum of the amounts held for you in the Variable Investment Options.

SECTION 1.03 ANNUITY BENEFIT

‘‘Annuity Benefit’’ means a benefit payable by us as described in Part VII.

SECTION 1.04 BUSINESS DAY

“Business Day” means generally any day on which the New York Stock Exchange is open for regular trading and generally ends at 4:00 pm Eastern Time (or as of earlier close of regular trading). If the Securities and Exchange Commission determines the existence of emergency conditions on any day, and consequently, the NYSE does not open, then that day is not a Business Day. Business Day also includes such other time as we state in writing to the Owner.

SECTION 1.05 CASH VALUE

‘‘Cash Value’’ means an amount equal to the Annuity Account Value, less any charges that apply as described in Part VIII and any charges that may apply as described in any applicable Endorsement(s) or Rider(s).

SECTION 1.06 CODE

‘‘Code’’ means the Internal Revenue Code of 1986, as amended at any time, or any corresponding provisions of prior or subsequent United States revenue laws. References to the “Code” in this Contract include references to applicable Federal income tax regulations.

SECTION 1.07 CONTRACT

‘‘Contract’’ means this Contract including the Data Pages, Rider(s), an Endorsement containing provisions applicable to the federal income tax qualification of your Contract or the provisions specific to Non-Qualified Contracts and any other applicable Endorsement(s) or Riders attached hereto.

SECTION 1.08 CONTRACT DATE

‘‘Contract Date’’ means the earlier of: (a) the date on which the Owner is enrolled under the Contract according to our enrollment procedures, or (b) in conjunction with certain exchanges, the date of enrollment under a Prior Contract, if we agree. The Contract Date is shown in the Data Pages.

 

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SECTION 1.09 CONTRACT DATE ANNIVERSARY

“Contract Date Anniversary” means the last day of the Contract Year unless otherwise stated in the Data Pages. For purposes of any transaction, including the deduction of a charge, provided under the terms and conditions of this Contract which occurs on a Contract Date Anniversary, if the Contract Date Anniversary is on a non-Business Day, then the Transaction Date for such transaction will be the Business Day immediately preceding the Contract Date Anniversary.

SECTION 1.10 CONTRACT YEAR

‘‘Contract Year’’ means the twelve-month period starting on (i) the Contract Date and (ii) the same date each subsequent year, unless we agree to another period.

SECTION 1.11 CONTRIBUTION

‘‘Contribution’’ means a payment made to us under the Contract. See Section 3.01.

SECTION 1.12 EMPLOYER

‘‘Employer’’ means, if applicable, an employer as defined in an Endorsement or Rider attached hereto.

SECTION 1.13 INVESTMENT FUND

“Investment Fund” means a trust or other investment company or a separate class (or series) of shares of a specified trust or investment company where each class (or series) represents a separate portfolio in the specified trust or investment company.

SECTION 1.14 MATURITY DATE

‘‘Maturity Date’’ means the last “Annuity Commencement Date” on which the annuity payments described in Part VII are to commence.    The Maturity Date is shown in the Data Pages.

SECTION 1.15 NON-NATURAL OWNER

“Non-Natural Owner” means an Owner who is not an individual. Benefits thereunder are determined by the age of the Annuitant. If there is an ownership change under a Contract owned by a Non-Natural Owner to an individual, the original Annuitant or Joint Annuitant, if applicable, continues to determine the benefits under the Contract.

SECTION 1.16 OWNER

‘‘Owner’’ means the person or entity shown as such on the cover page, in the Data Pages, or in any Endorsement or Rider and includes any successor Owner.

SECTION 1.17 PLAN

“Plan” means (if applicable, in an Endorsement or Rider attached hereto) a retirement savings plan adopted and maintained by an Employer, which the Plan is intended to meet the requirements for qualification under one of the Sections of the Code as specified any Endorsement or Rider.

 

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SECTION 1.18 PRIOR CONTRACT

‘‘Prior Contract’’ means another contract or certificate issued by us, or one of our affiliates, from which the Owner and we have agreed to transfer amounts to this Contract.

SECTION 1.19 PROCESSING DATE

‘‘Processing Date’’ means each Contract Date Anniversary.    

SECTION 1.20 PROCESSING OFFICE

‘‘Processing Office’’ means the Equitable Processing office shown on the cover page of this Contract, or such other location we may state upon written notice to you.

SECTION 1.21 SEPARATE ACCOUNT

‘‘Separate Account’’ means any of the Separate Accounts applicable to the Variable Investment Options, described or referred to in Sections 2.01 and 2.04 and the Data Pages of this Contract.

SECTION 1.22 TRANSACTION DATE

“Transaction Date” means the Business Day we receive at the Processing Office a Contribution or a transaction request providing the information we need. Transaction requests must be in a form acceptable to us.

SECTION 1.23 VARIABLE INVESTMENT OPTION

“Variable Investment Option” means a Separate Account or a subdivision of a Separate Account available under this Contract. A Variable Investment Option may invest its assets in an Investment Fund.

 

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PART II – VARIABLE INVESTMENT OPTIONS

SECTION 2.01 SEPARATE ACCOUNT

We have established the Separate Account(s) and maintain such Account(s) in accordance with the laws of the state of Arizona. Income, realized and unrealized gains and losses from the assets of the Separate Account(s) are credited to or charged against it without regard to our other income, gains or losses. Assets are placed in the Separate Account(s) to support this Contract and other variable annuity contracts and certificates. Assets may be placed in the Separate Account(s) for other purposes, but not to support contracts or policies other than variable annuities and variable life insurance.

The Data Pages set forth the Separate Account(s). A Separate Account may be subdivided into Variable Investment Options.

The assets of a Separate Account are our property. The portion of such assets equal to the reserves and other contract liabilities will not be chargeable with liabilities which arise out of any other business we conduct. We may transfer assets of a Separate Account in excess of the reserves and other liabilities with respect to such Account to another Separate Account or to our general account.

We may, at our discretion, invest Separate Account assets in any investment permitted by applicable law. We may rely conclusively on the opinion of counsel (including counsel in our employ) as to what investments we may make as law permits.

SECTION 2.02 SEPARATE ACCOUNT ACCUMULATION UNITS AND UNIT VALUES

The amount you have in a Variable Investment Option at any time is equal to the number of Accumulation Units you have in that Variable Investment Option multiplied by the Variable Investment Option’s Accumulation Unit Value at that time. ‘‘Accumulation Unit’’ means a unit which is purchased in a Separate Account. ‘‘Accumulation Unit Value’’ means the dollar value of each Accumulation unit in a Separate Account on a given date. (If Variable Investment Options apply as described in Section 2.01, then the terms of this Section 2.02 apply separately to each Variable Investment Option, unless otherwise stated.)

Amounts allocated or transferred to a Separate Account are used to purchase Accumulation Units of that Account. Units are redeemed when amounts are deducted, transferred or withdrawn.

The number of Accumulation Units you have in a Separate Account at any time is equal to the number of Accumulation Units purchased minus the number of Units redeemed in that Account up to that time. The number of Accumulation Units purchased or redeemed in a transaction is equal to the dollar amount of the transaction divided by the Account’s Accumulation Unit Value for that Transaction Date.

 

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We determine Accumulation Unit Values for each Separate Account for each Valuation Period. A ‘‘Valuation Period’’ is each Business Day together with any consecutive preceding non-Business Days. For example, for each Monday which is a Business Day, the preceding Saturday and Sunday will be included to equal a three-day Valuation Period.

Unless the following paragraph applies, the Accumulation Unit Value for a Separate Account for any Valuation Period is equal to the Accumulation Unit Value for the immediately preceding Valuation Period multiplied by the ratio of values: ‘‘(i) ’’ and ‘‘(ii) ’’. Value ‘‘(i) ’’ is the value of the Separate Account at the close of business at the end of the current Valuation Period, before any amounts are allocated to or withdrawn from the Separate Account in that Period. Value ‘‘(ii)’’ is the value of the Separate Account at the close of business at the end of the preceding Valuation Period, after all allocations and withdrawals were made for that Period. For this purpose, ‘‘value of the Separate Account’’ means the market value or, where there is no readily available market, the fair value of the assets allocated to the Separate Account, as determined by accepted accounting practices, and applicable laws and regulations.

To the extent the Separate Account invests in Investment Funds, and the assets of the Investment Funds are invested in a class or series of shares of a specified trust or investment company, the Accumulation Unit Value of a Variable Investment Option for any Valuation Period is equal to the Accumulation Unit Value for that Fund on the immediately preceding Valuation Period multiplied by the Net Investment Factor for that Fund for the current Valuation Period. The Net Investment Factor for a Valuation Period is (a) divided by (b) minus (c), where:

 

  (a)

is the value of the Variable Investment Option’s shares of the related Investment Fund at the end of the Valuation Period (before taking into account any amounts allocated to or withdrawn from the Variable Investment Option for the Valuation Period and after deduction of investment advisory fees and direct operating expenses of the specified trust or investment company; for this purpose, we use the share value reported to us by the specified trust or investment company);

 

  (b)

is the value of the Variable Investment Option’s shares of the related Investment Fund at the end of the preceding Valuation Period (taking into account any amounts allocated or withdrawn for that Valuation Period);

 

  (c)

is the Contract Fee (see Section 8.05) for the expenses and risks of the Contract, times the number of calendar days in the Valuation Period, plus any charge for taxes or amounts set aside as a reserve for taxes.

 

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SECTION 2.03 AVAILABILITY OF VARIABLE INVESTMENT OPTIONS

Section 3.01 describes how Contributions are allocated among Variable Investment Options based on your election among the available Variable Investment Options. Your election is subject to the following:

 

  (a)

If the Contributions are made pursuant to the terms of a Plan, then Variable Investment Options available may be subject to the terms of such Plan, as reported to us by the Owner.

  (b)

The available Variable Investment Options on the Contract Date are shown in the Data Pages. We have the right to add Variable Investment Options, to limit the number of Variable Investment Options which you may elect, and to limit or terminate allocations to a Variable Investment Option.

SECTION 2.04 CHANGES WITH RESPECT TO SEPARATE ACCOUNT

In addition to the rights reserved pursuant to subsection (b) of Section 2.03, and Sections 9.01 and 9.02, we have the right, subject to compliance with applicable law, including approval of Contract Owners if required:

 

  (a)

to add Variable Investment Options (or sub-funds of Variable Investment Options) to, or to remove Variable Investment Options (or sub-funds) from the Separate Account, or to add other Separate Accounts;

 

  (b)

to combine any two or more Variable Investment Options or sub-funds thereof;

 

  (c)

to transfer the assets we determine to be the share of the class of contracts to which this Contract belongs from any Variable Investment Option to another Variable Investment Option;

 

  (d)

to operate the Separate Account or any Variable Investment Option as a management investment company under the Investment Company Act of 1940, in which case charges and expenses that otherwise would be assessed against an underlying mutual fund would be assessed against the Separate Account;

 

  (e)

to operate the Separate Account or any Variable Investment Option as a unit investment trust under the Investment Company Act of 1940;

 

  (f)

to deregister the Separate Account under the Investment Company Act of 1940;

 

  (g)

to restrict or eliminate any voting rights as to the Separate Account;

 

  (h)

to cause one or more Variable Investment Options to invest some or all of their assets in one or more other trusts or investment companies;

 

  (i)

to close a Variable Investment Option to Transfers and Contributions.

 

2021BASE2-A-Z     Page 8


If the exercise of these rights results in a material change in the underlying investment of a Separate Account, you will be notified of such exercise, as required by law.

A Separate Account or Variable Investment Option which may be added by us as described above may be one with respect to which: (i) there may be periods during which Contributions may be restricted pursuant to the maturity terms of such Separate Account or Investment Fund, (ii) amounts therein may be automatically liquidated pursuant to the investment policy of the Separate Account, and (iii) investments therein may mature. We will have the right to reallocate amounts arising from liquidation or maturity according to your allocation instructions then in effect unless you specify other instructions with respect to such amounts. If no such allocation instructions have been made, the reallocation will be made to a designated Variable Investment Option, or to the next established Separate Account or Investment Fund of the same type as described in this paragraph, if applicable, as specified in the Data Pages.

 

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PART III – CONTRIBUTIONS AND ALLOCATIONS

SECTION 3.01 CONTRIBUTIONS, ALLOCATIONS

You may allocate Contributions to, or transfer among the Variable Investment Options available under this Contract. You need not allocate Contributions to each available Variable Investment Option. You may change the allocation election at any time by sending us the proper form. Allocation percentages must be in whole numbers (no fractions) and must total 100%.

Each Contribution is allocated (after deduction of any charges that may apply) in accordance with the allocation election in effect on the Transaction Date. Contributions made to a Separate Account purchase Accumulation Units in that Account, using the Accumulation Unit Value for that Transaction Date.

SECTION 3.02 LIMITS ON CONTRIBUTIONS

We have the right not to accept any Contribution which is less than the minimum amount shown in the Data Pages. The Data Pages indicate other Contribution limitations and requirements which may apply. We also have the right, in addition to any such limitations and requirements, upon the advance notice to you shown in the Data Pages, to:

 

  (a)

change such limitations and requirements to apply to Contributions made after the date of such change, and

 

  (b)

discontinue acceptance of Contributions under this Contract with respect to all Contracts or with respect to all Contracts of the same class.

Any change in limitations or discontinuation of Contributions will be implemented to manage the financial risk to the Company in the event market and/or economic conditions decline.

 

2021BASE2-A-Z     Page 10


PART IV – TRANSFERS AMONG VARIABLE INVESTMENT OPTIONS

SECTION 4.01 TRANSFER REQUESTS

You may request to transfer all or part of the amount held in a Variable Investment Option to one or more of the other Options. The request must be in a form we accept. All transfers will be made on the Transaction Date. Transfers are subject to the terms of Sections 2.03, 4.02 and our rules in effect at the time of transfer. With respect to a Separate Account, the transfers will be made at the Accumulation Unit Value for that Transaction Date.

SECTION 4.02 TRANSFER RULES

The transfer rules which apply are described in the Data Pages and any applicable Endorsement(s) or Rider(s). A transfer request will not be accepted if it involves less than the minimum amount, if any, stated in the Data Pages (unless the Annuity Account Value is less than such amount). We have the right to change our transfer rules. Any change will be made upon advance notice to you.

Transfers to a Variable Investment Option will also be subject to the rules of the Investment Fund in which it invests, and in accordance with Sections 5.01, 8.03 and 8.04.

 

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PART V – WITHDRAWALS AND TERMINATION

SECTION 5.01 WITHDRAWALS

Unless otherwise stated in the Data Pages, you may request, pursuant to our procedures then in effect, a withdrawal from the Variable Investment Options before the Maturity Date. The request must be in a form we accept.

On the Transaction Date, we will pay the amount of the withdrawal requested or, if less, the Cash Value. The amount to be paid plus any Withdrawal Charge which applies (see Section 8.01) will be withdrawn on a pro-rata basis from the amounts held for you in the Variable Investment Options, unless you elect otherwise and unless otherwise stated in the Data Pages.

We will not accept a withdrawal request if it involves less than the minimum amount, if any, stated in the Data Pages. Further conditions or restrictions may apply if stated in the Data Pages or in any Endorsement(s) or Rider(s) attached hereto.

We will withdraw any redemption fee or other charge that an Investment Fund requires us to deduct from your Annuity Account Value. Such amounts, less any applicable processing fee, will be remitted to the Investment Fund. The redemption fee will not exceed the maximum amount that an Investment Fund is permitted to charge under applicable law. Unless otherwise provided in the Data Pages such withdrawals will not be subject to the Withdrawal Charges described under Section 8.01, but may cause Contract termination as provided in Section 5.02.

SECTION 5.02 CONTRACT TERMINATION

Payment of the Death Benefit terminates the Contract. In addition, we reserve the right to terminate this Contract if one or more of the following events occur, unless otherwise specified in any Endorsement(s), Rider(s) or Data Pages attached hereto:

 

  (a)

A withdrawal is made under Section 5.01 that would result in an Annuity Account Value of an amount less than the minimum amount stated in the Data Pages.

 

  (b)

If, before the Maturity Date, no Contributions are made during the last three completed Contract Years and the Annuity Account Value is less than the amount described in (a) above.

 

  (c)

If, as a result of the following, your Annuity Account Value is reduced to zero: 1) the deduction of a charge or fee, or 2) the processing of a withdrawal.

 

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PART VI – PAYMENT UPON DEATH

SECTION 6.01 BENEFICIARY

You give us the name of the beneficiary (“Beneficiary”) who is to receive any death benefit (“Death Benefit”) payable because of your death. You may change the Beneficiary during your lifetime and while coverage under the Contract is in force. Any such change must be made in writing. Unless otherwise specified by the Owner, a change will take effect as of the date the written change is signed, whether or not you are living on the date of receipt at our Processing Office. However, we will not be liable as to any payments we make or actions we take before we receive any such change at our Processing Office.

You may name one or more persons to be primary Beneficiary and one or more other persons to be successor Beneficiary if the primary Beneficiary dies before the Owner. Unless you direct otherwise, if you have named two or more persons as Beneficiary, the Beneficiary will be the named person or persons who survive you and payments will be made to such persons in equal shares or to the survivor.

Any part of a Death Benefit for which there is no named Beneficiary living at your death will be payable in a single sum to the Owner’s surviving spouse, if any; if there is no surviving spouse, then to the surviving children in equal shares; if there are no surviving children, then to your estate.

If the Contract is owned by a Non-Natural Owner, any applicable Death Benefit will be based on the death of the Annuitant or Joint Annuitant, if applicable. For purpose of this Section, “you” or “your” refer to the Annuitant when describing the Death Benefit under a Non-Natural Owner Contract.

SECTION 6.02 PAYMENT UPON DEATH

Upon receipt of due proof of your death before the Maturity Date, we will pay a Death Benefit to the Beneficiary named under Section 6.01. Payment is subject to the terms of Section 6.01 and any special rules which may apply as described in the Data Pages and any Endorsement(s) or Rider(s) attached hereto.

For the portion of the Death Benefit payable to a Beneficiary, the date on which we received the Beneficiary requirements is the “Payment Transaction Date”. Payment of a Death Benefit will be made upon our receipt of the following “Beneficiary Requirements”:

 

  (i)

a properly completed written request;

  (ii)

due proof of death (as evidenced by a certified copy of the death certificate);

  (iii)

proof satisfactory to us that the person claiming the Death Benefit is the person entitled to receive it;

  (iv)

tax information required by the Code; and

  (v)

any other forms we require.

 

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Upon receipt of notification of your death, if we have not received the Beneficiary Requirements described above, your Contract will continue to remain invested in the [Variable] Investment Options and no transactions will be permitted.

Unless otherwise specified in the Data Pages attached hereto, the amount of the Death Benefit is equal to the Annuity Account Value on the Payment Transaction Date.

SECTION 6.03 MANNER OF PAYMENT

The Death Benefit will be paid to the Beneficiary in a single sum unless you elect a different form of Death Benefit payout (such as a life annuity) and provided that we offer such at the time the Death Benefit is payable. The Beneficiary will have no right to change the election; however, (i) we will apply a predetermined Death Benefit annuity payout election only if payment of the Death Benefit begins within one year following the date of death; (ii) we will not apply a predetermined Death Benefit payout election if doing so would violate any Federal income tax rules or guidelines or any other applicable law. Subject to the foregoing, a Beneficiary who becomes a successor owner or who continues the Contract under a Beneficiary Continuation Option, if available, will not have the right to change your election.

 

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PART VII – ANNUITY BENEFITS

SECTION 7.01 ELECTION OF ANNUITY BENEFITS

On any date which is thirteen months or more after the Contract Date, you may apply all or any portion of the Annuity Account Value to a form of traditional Annuity Benefit we offer under our then current rules as described in Section 7.04. This is your “Annuity Commencement Date”.

As of the Maturity Date the Annuity Account Value will be applied to provide for the Normal Form of Annuity Benefit (described below). However, you may instead elect (i) to have the Cash Value paid in a single sum, (ii) to apply the Annuity Account Value or Cash Value, whichever applies pursuant to the first paragraph of Section 7.05, to provide an Annuity Benefit of any form offered by us or one of our affiliated life insurance companies, or (iii) to apply the Cash Value to provide any other form of benefit payment we offer, subject to applicable laws and regulations. Unless otherwise stated in an Endorsement or Rider, at the time an Annuity Benefit is purchased, we will terminate the Contract and issue a supplementary contract which reflects the Annuity Benefit terms.

We will provide notice and election forms to you not more than six months before the Maturity Date.

We will have the right to require you to furnish any information we need to provide an Annuity Benefit. We will be fully protected in relying on such information and need not inquire as to its accuracy or completeness.

SECTION 7.02 MATURITY DATE

Your Maturity Date is the last Annuity Commencement Date and is shown in the Data Pages, but may be changed by us in conformance with applicable law. You may request commencement of your Annuity Benefit before the Maturity Date by written notice to our Processing Office no less than thirteen months or any other period specified in an Endorsement or Rider attached to this Contract, following the Contract Date. You may also request a different Maturity Date by written request at our Processing Office. Such request must be received by our Processing Office at least [60] days prior to the Annuity Commencement Date you request.

SECTION 7.03 ANNUITY BENEFIT

Payments under an Annuity Benefit will be made monthly to you. If you are not the Annuitant, payments will be made to you, as the Owner. You may elect instead to have the Annuity Benefit paid at other intervals, such as every three months, six months, or twelve months, instead of monthly or as otherwise stated in the Data Pages or any Endorsement(s) or Rider(s) attached hereto. This election may be made at the time the Annuity Benefit form as described in Section 7.04 is elected. In that event, all references in this Contract to monthly payments, with respect to the Annuity Benefit to which the election applies, will be deemed to mean payments at the frequency elected.

 

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SECTION 7.04 ANNUITY BENEFIT FORMS

The ‘‘Normal Form’’ of Annuity Benefit is the Life-Period Certain Annuity Form described below, unless another form of annuity is determined to be the Normal Form of Annuity pursuant to the terms of the Plan, if applicable, and/or the requirements of the Employee Retirement Income Security Act of 1974 (ERISA), as amended, or any other law that applies.

The Life-Period Certain Annuity is an annuity that is payable during the lifetime of the person upon whose life the payments depend, but with a maximum of 10 years of payments guaranteed (10 years certain period). That is, if the original payee dies before the certain period has ended, payments will continue to the Beneficiary named to receive such payments for the balance of the certain period.

We may offer other traditional annuity forms as available from us or from one of our affiliated life insurance companies. Such a form may, for example, include the Joint and Survivor Life Annuity Form which provides monthly payments while either of two persons upon whose lives such payments depend is living. The monthly amount to be continued when only one of the persons is living will be equal to a percentage, as elected, of the monthly amount that was paid while both were living.

We may also offer alternate forms of Annuity Benefits under an Endorsement or Rider attached to this Contract, if applicable.

SECTION 7.05 AMOUNT OF ANNUITY BENEFITS

If you elect pursuant to Section 7.01 to have an Annuity Benefit paid in lieu of the Cash Value, then the amount applied to provide the Annuity Benefit will, unless otherwise stated in the Data Pages or required by applicable laws or regulations, be (i) the Annuity Account Value if the annuity form elected provides payments for a person’s remaining lifetime or (ii) the Cash Value if the annuity form elected does not provide such lifetime payments.

The amount applied to provide an Annuity Benefit may be reduced by a charge for any taxes which apply on annuity purchase payments. If we have previously deducted charges for taxes from Contributions, we will not again deduct charges for the same taxes before an Annuity Benefit is provided. The balance will be used to purchase the Annuity Benefit on the basis of either (i) the Tables of Guaranteed Annuity Payments or (ii) our then current individual annuity rates, whichever rates would provide a larger benefit with respect to the payee. The Tables of Guaranteed Annuity Payments are shown in the Data Pages.

The Annuity Benefit at the time of commencement will not be less than that which would be provided by the application of an amount to purchase any single consideration immediate annuity contract of the same form of annuity offered by us at the time to the same class of Annuitants. The amount applied to provide a life contingent annuity payout option will be the Annuity Account Value.

 

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SECTION 7.06 CONDITIONS FOR PAYMENT

We may require proof acceptable to us that the person on whose life a benefit payment is based is alive when each payment is due. We will require proof of the age of any such person on whose life an Annuity Benefit is based.

If a benefit was based on information that is later found not to be correct, such benefit will be adjusted on the basis of the correct information. The adjustment will be made in the number or amount of the benefit payments, or any amount used to provide the benefit, or any combination. Overpayments by us will be charged against future payments. Underpayments will be added to future payments. Our liability is limited to the correct information and the actual amounts used to provide the benefits.

Misstatement of Age

If the age (or sex, if applicable as stated in the Tables of Guaranteed Annuity Payments) of any person upon whose life an Annuity Benefit depends has been misstated, any benefits will be those which would have been purchased at the correct age (or sex). Any overpayments or underpayments made by us will be charged or credited with interest at 6% or the then current Guaranteed Interest Rate; we will choose which rate will apply on a uniform basis for like Contracts. Such interest which will not exceed a rate of 6% will be deducted from or added to future payments.

If we receive acceptable proof that (i) a payee entitled to receive any payment under the terms of this Contract is physically or mentally incompetent to receive such payment or a minor, (ii) another person or an institution is then maintaining or has custody of such payee, and (iii) no guardian, committee, or other representative of the estate of such payee has been appointed, we may make the payments to such other person or institution. In the case of a minor, the payments will not exceed $200, or such other amount as may be shown in the Data Pages. We will have no further liability with respect to the payments so made.

If the amount to be applied hereunder is less than the minimum amount stated in the Data Pages, we may pay the amount to the payee in a single sum instead of applying it under the annuity form elected.

SECTION 7.07 CHANGES

We have the right, upon advance notice to you, to change at any time after the fifth anniversary of the Contract Date and at intervals of not less than five years, the actuarial basis used in the Tables of Guaranteed Annuity Payments for new Contributions. The effective date that applies to each set of purchase rates will be indicated. However, no such change will apply to (a) any Annuity Benefit provided before the change or (b) Contributions made before such change which are applied to provide an Annuity Benefit.

 

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PART VIII – CHARGES

SECTION 8.01 WITHDRAWAL CHARGES

The amount of the Withdrawal Charge is stated in the Data Pages. We have the right to change the Charge shown in the Data Pages with respect to future Contributions, subject to any maximum stated in the Data Pages. We will give you notice of any change.

If specified in the Data Pages, a ‘‘Free Withdrawal Amount’’ will apply as follows:

‘‘Free Withdrawal Amount’’ means an amount equal to the percentage, stated in the Data Pages, of the Annuity Account Value, minus the total of all prior withdrawals (and associated Withdrawal Charges) made as described in Section 5.01 in the current Contract Year that may be withdrawn each Contract Year without incurring a Withdrawal Charge. We have the right to change the Free Withdrawal Amount, but it will always be a percentage between 5% and 30% if so provided in the Data Pages.

If the amount of a withdrawal made under Part V is more than the Free Withdrawal Amount (defined above), we will (a) first withdraw from the [Variable] Investment Options, on the basis described in Section 5.01, an amount equal to the Free Withdrawal Amount, and (b) then withdraw from the [Variable] Investment Options an amount equal to the excess of the amount requested over the Free Withdrawal Amount, plus a Withdrawal Charge if one applies.

For purposes of this Section, amounts withdrawn up to the Free Withdrawal Amount will not be deemed a withdrawal of any Contributions.

In addition, your years of participation under the Prior Contract or years since Contributions were made under the Prior Contract, if applicable, may be included for purposes of determining the Withdrawal Charge, if so specified in the Data Pages.

If specified in the Data Pages we have the right to reduce or waive the Withdrawal Charge upon such events as stated in the Data Pages. Moreover, the Withdrawal Charge will be reduced if needed in order to comply with any applicable law.

 

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SECTION  8.02  

ADMINISTRATIVE AND OTHER CHARGES DEDUCTED FROM ANNUITY ACCOUNT VALUE

As of each Processing Date, we will deduct Administrative Charges or other Charges related to the administration and/or distribution of this Contract from the Annuity Account Value. Such Charges are shown in the Data Pages.    

If specified in the Data Pages, the Charges will be deducted in full or prorated for the Contract Year, or portion thereof, in which the Contract Date occurs or in which the Annuity Account Value is withdrawn or applied to provide an Annuity Benefit or Death Benefit. If so, the Charges will be deducted when withdrawn or so applied.

The amount of any such Charge will in no event exceed any maximum amount shown in the Data Pages, subject to any maximum amount permitted under any applicable law.

We have the right to change the amount of the Charges with respect to future Contributions. We will give you advance notice of any such change.

SECTION 8.03    TRANSFER CHARGES

We have the right to impose a charge with respect to any transfer among [Variable] Investment Options after the number of free transfers shown in the Data Pages. The amount of such charge will be set forth in a notice from us to you and will in no event exceed any maximum amount stated in the Data Pages.

SECTION 8.04    INVESTMENT FUND REDEMPTION FEE

We reserve the right to charge your Annuity Account Value for any redemption fee or other transfer charge imposed by an Investment Fund. Such amounts will be withdrawn from your Annuity Account Value as described in Section 5.01.

SECTION 8.05    CONTRACT FEE

The assets of the Variable Investment Options of the Separate Account will be subject to a daily asset charge. The Contract Fee is a daily Separate Account charge and is for operations, administration and distribution expenses and mortality and expense risk that we assume. The fee will be made pursuant to item (c) of ‘‘Net Investment Factor’’ as defined in Section 2.02. Such fee will be applied after any deductions to provide for taxes. It will be at a rate not to exceed the maximum annual rate stated in the Data Pages. We have the right to charge less on a current basis; the actual fee to apply, for at least the first Contract Year, is also stated in the Data Pages.

We may charge a Variable Investment Option Facilitation Charge in order to make certain funds available as Variable Investment Options under this Contract. This charge, if applicable, is assessed daily based on the net asset value of the Variable Investment Options that we specify. The Variable Investment Option Facilitation Charge is equivalent to an annual rate of as shown in the Data Pages.

 

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SECTION 8.06 CHARGE FOR TAXES

We reserve the right to deduct from the amount applied to provide an Annuity Benefit a charge that we determine which is designed to approximate certain taxes that may be imposed on us, including but not limited to premium taxes which may apply in your state. If the tax to which this charge relates is imposed on us at a time other than when amounts are applied to an Annuity

Benefit or if required by your state, we reserve the right to deduct this charge for taxes from Contributions. The balance will be used to purchase the Annuity Benefit on the basis of either (i) the Tables of Guaranteed Annuity Payments or (ii) our then current annuity rates, whichever rates would provide a larger benefit with respect to the payee.

SECTION 8.07 THIRD PARTY TRANSFER CHARGE

We have the right to deduct a charge for any amount withdrawn from this Contract and directly transferred to another investment provider, retirement Plan, account, or contract, as applicable. This charge would apply to direct transfers, direct rollovers and exchanges of this Contract for another contract issued by another company. This charge, if any, will be specified in the Data Pages.

SECTION 8.08 CHANGES

In addition to our right to reduce or waive charges as described in this Part VIII, we have the right, upon advance notice to you, to increase the amount of any charge stated in the Data Pages, subject to (a) any maximum amount provided in this Part VIII or the Data Pages and (b) with respect to Withdrawal Charges, the application of any increase only to Contributions made after the date of the change.

 

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PART IX – GENERAL PROVISIONS

SECTION 9.01 CONTRACT

This Contract is the entire Contract as defined in Part I between the parties. It will govern with respect to our rights and obligations.

This Contract may not be changed, nor may any of our rights or rules be waived, except in writing and by our authorized officer.

SECTION 9.02 STATUTORY COMPLIANCE

We have the right to change this Contract without the consent of any other person in order to comply with any laws and regulations that apply. Such right will include, but not be limited to, the right to conform this Contract to reflect requirements of the Code and Treasury regulations or published rulings of the Internal Revenue Service, the Employee Retirement Income Security Act of 1974 and regulations thereunder, and federal securities laws.

Any paid-up annuity, cash surrender value or death benefits available under this Contract are not less than the minimum benefits required by any state law that applies.

SECTION 9.03 DEFERMENT

The use of proceeds to provide a payment of a Death Benefit and payment of any portion of the Annuity Account Value (less any Withdrawal Charge that applies) will be made within seven days after the Transaction Date of the request. Payments or proceeds from the [Variable] Investment Options can be deferred for any period during which (1) any of the stock exchanges is closed or trading is restricted, (2) sales of securities or determination of the fair value of a [Variable] Investment Option’s assets is not reasonably practicable because of an emergency, or (3) when the Securities and Exchange Commission, by order, permits us to defer payment in order to protect persons with interests in the [Variable] Investment Options.

SECTION 9.04 REPORTS AND NOTICES

At least once each year until the Maturity Date, we will send you a report showing on the start and end dates for the current period for:

 

  (a)

the amount of Contributions, withdrawals, and charges to the Annuity Account Value;

 

  (b)

the total number of Accumulation Units in each Separate Account or Variable Investment Option;

 

  (c)

the Accumulation Unit Values;

 

  (d)

the dollar amount in each Separate Account or Variable Investment Option;

 

  (e)

the Cash Value;[ and]

 

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  (f)

the amount of the Death Benefit[; and

 

  (g)

the Segment Interim Value of each Segment].

The amount described in (d) above reflects your Annuity Account Value. The information provided will be as of a date not more than four months prior to the date of mailing.

In addition to the report described above, we may also send periodic statements to you reflecting transactions on your Contract during that period.

[Also, we will send you a report for each new Segment to which Account Value was allocated showing the Segment Start Date, Segment Maturity Date, and Performance Cap Rate.]

A report or statement as described above or any written notice as described in any other Section will be satisfied by our mailing any such report, statement or notice to your last known address as shown in our records. If you have enrolled in electronic delivery of such reports, statements or notices, our obligation to deliver such reports, statements or notices will be satisfied by sending them to your last provided email address. We will make copies of the reports and statements available to you upon request. The duplicate copies may have an additional cost as shown in the Data Pages.

SECTION 9.05 CHANGE IN OWNER

Any changes in Owner designation, unless otherwise specified by the Owner, shall take effect on the date the notice of change is signed by the Owner, subject to any payments made or actions taken by us prior to receipt of this notice. To effect a change of ownership, the Owner must submit a properly completed change of ownership administrative form. There is no restriction on change of Owner other than for purposes of satisfying applicable laws or regulations.

SECTION 9.06 ASSIGNMENTS AND TRANSFERABILITY

You may assign this Contract but we will not be bound by an assignment unless we have received it in writing at our Processing Office. Unless otherwise specified by the Owner, the assignment shall take effect on the date the notice of assignment is signed subject to any payments made or actions taken by us prior to receipt of this notice. Your rights and those of any other person referred to in this Contract will be subject to the assignment. We assume no responsibility for the validity of an assignment or for any rights or obligations between you and the Assignee.

SECTION 9.07 PAYMENTS

All amounts payable by you must be paid by check drawn on a bank that is subject to regulation by the United States or an agency or instrumentality thereof or a State, and payable to us (in United States dollars) or by any other method acceptable to us.

We will pay all amounts hereunder by check (drawn on a United States bank in United States dollars) or, if so agreed by you and us, by wire transfer unless stated otherwise in the Data Pages.

 

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Any requirement for distribution or withdrawal of interest in the Contract shall be fully discharged by payment of the Death Benefit, Annuity Benefit, Annuity Account Value or Cash Value, whichever is applicable, to the Owner or the Beneficiary, as the case may be and mailed to the address as shown in our records by United States mail unless we agree to transmit the funds to another person or in another form in accordance with the terms and conditions of the Contract.

SECTION 9.08 HOW TO COMMUNICATE WITH US

All transaction requests and other notices to us must be in writing in a form satisfactory to us, and delivered by U.S. mail to our Processing Office, except to the extent we agree, by advance written notification to you, to receive such requests or notices in another manner. We may choose to change a previously accepted manner of communication at our discretion. Transaction requests or other communications sent to us will not be effective until received at the Processing Office. Your Contract Number should be included in all correspondence.

SECTION 9.09 INCONTESTABILITY

This Contract will be incontestable from its date of issue.

 

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Form of Contract 2021BASE2-B-Z (B Share-CWC)
Owner:    [JOHN DOE]
  [Applicable for Joint Owner Non-Qualified Contracts only, if so titled]
  [Joint Owner:    Doris Doe]
Annuitant:    [JOHN DOE]
  [Applicable for Non-Qualified Contracts only, if so titled]
  [Joint Annuitant:    Doris Doe]
Contract Number:    [00000]
Contract Date:    [January 1, 2020]

FLEXIBLE PREMIUM DEFERRED VARIABLE[ AND INDEX LINKED] ANNUITY CONTRACT

Processing Office: Equitable Financial Life Insurance Company of America,

[P.O. Box 1424, Charlotte NC 28201-1424

Telephone: (800)-789-7771

www.equitable.com]

This is the entire Contract. This Contract is issued in return for the Contributions to be made to us under this Contract. This Contract becomes effective on the Contract Date. The Annuitant and the Owner must be living on the Contract Date. In this Contract, ‘‘we’’, ‘‘our’’ and ‘‘us’’ mean Equitable Financial Life Insurance Company of America (“Equitable”). ‘‘You’’ and ‘‘your’’ mean the Owner.

We will provide the benefits and other rights pursuant to the terms of this Contract.

TEN DAYS TO EXAMINE CONTRACT - Not later than ten days after you receive this Contract, you may return it to us. We will cancel it and refund any Contribution you made to us, plus or minus any investment gain or loss which applies to the [Variable] Investment Options from the date such Contribution was allocated to such Options to the date of cancellation.

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA, a stock life insurance company.

Home Office address: [3030 North Third Street, Suite 790, Phoenix, AZ 85012]

 

[       [   
   LOGO          LOGO   
Mark Pearson,    José Ramón González,
Chief Executive Officer]    Chief Legal Officer and Secretary]

The amount of the Annuity Benefit will be equal to the sum of any Fixed Annuity Benefit.

Contract values and benefits based on the portion of Annuity Account Value held in the Variable Investment Options (Part III of this Contract) may increase or decrease in value based on the performance of the Variable Investment Options. [Contract values and benefits based on the portion of Annuity Account Value held in the Structured Investment Option (refer to Part II A of the Structured Investment Option Rider) may increase or decrease in value based on the performance of external Indices subject to the applicable Performance Cap Rate and Segment Buffer.]

Amounts under this Contract are subject to a Withdrawal Charge schedule detailed in Part C of the Data Pages. There are waivers to the Withdrawal Charge schedule which are described in Part D of the Data pages.

NON-PARTICIPATING

 

2021BASE2-B-Z    


TABLE OF CONTENTS

 

          Page      

DATA

       

Part I

          -            DEFINITIONS      3        

Part II

  -    VARIABLE INVESTMENT OPTIONS      6        

Part III

  -    CONTRIBUTIONS AND ALLOCATIONS      10        

Part IV

  -    TRANSFERS AMONG VARIABLE INVESTMENT OPTIONS      11        

Part V

  -    WITHDRAWALS AND TERMINATION      12        

Part VI

  -    PAYMENT UPON DEATH      13        

Part VII

  -    ANNUITY BENEFITS      15        

Part VIII

  -    CHARGES      18        

Part IX

  -    GENERAL PROVISIONS      21        

 

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PART I – DEFINITIONS

SECTION 1.01   ANNUITANT

‘‘Annuitant’’ means the individual shown as such in the Data Pages, or any successor Annuitant.

SECTION 1.02   ANNUITY ACCOUNT VALUE

‘‘Annuity Account Value’’ means the sum of the amounts held for you in the Variable Investment Options.

SECTION 1.03   ANNUITY BENEFIT

‘‘Annuity Benefit’’ means a benefit payable by us as described in Part VII.

SECTION 1.04   BUSINESS DAY

“Business Day” means generally any day on which the New York Stock Exchange is open for regular trading and generally ends at 4:00 pm Eastern Time (or as of earlier close of regular trading). If the Securities and Exchange Commission determines the existence of emergency conditions on any day, and consequently, the NYSE does not open, then that day is not a Business Day. Business Day also includes such other time as we state in writing to the Owner.

SECTION 1.05   CASH VALUE

‘‘Cash Value’’ means an amount equal to the Annuity Account Value, less any charges that apply as described in Part VIII and any charges that may apply as described in any applicable Endorsement(s) or Rider(s).

SECTION 1.06   CODE

‘‘Code’’ means the Internal Revenue Code of 1986, as amended at any time, or any corresponding provisions of prior or subsequent United States revenue laws. References to the “Code” in this Contract include references to applicable Federal income tax regulations.

SECTION 1.07   CONTRACT

‘‘Contract’’ means this Contract including the Data Pages, Rider(s), an Endorsement containing provisions applicable to the federal income tax qualification of your Contract or the provisions specific to Non-Qualified Contracts and any other applicable Endorsement(s) or Riders attached hereto.

SECTION 1.08   CONTRACT DATE

‘‘Contract Date’’ means the earlier of: (a) the date on which the Owner is enrolled under the Contract according to our enrollment procedures, or (b) in conjunction with certain exchanges, the date of enrollment under a Prior Contract, if we agree. The Contract Date is shown in the Data Pages.

 

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SECTION 1.09   CONTRACT DATE ANNIVERSARY

“Contract Date Anniversary” means the last day of the Contract Year unless otherwise stated in the Data Pages. For purposes of any transaction, including the deduction of a charge, provided under the terms and conditions of this Contract which occurs on a Contract Date Anniversary, if the Contract Date Anniversary is on a non-Business Day, then the Transaction Date for such transaction will be the Business Day immediately preceding the Contract Date Anniversary.

SECTION 1.10   CONTRACT YEAR

‘‘Contract Year’’ means the twelve-month period starting on (i) the Contract Date and (ii) the same date each subsequent year, unless we agree to another period.

SECTION 1.11   CONTRIBUTION

‘‘Contribution’’ means a payment made to us under the Contract. See Section 3.01.

SECTION 1.12   EMPLOYER

‘‘Employer’’ means, if applicable, an employer as defined in an Endorsement or Rider attached hereto.

SECTION 1.13   INVESTMENT FUND

“Investment Fund” means a trust or other investment company or a separate class (or series) of shares of a specified trust or investment company where each class (or series) represents a separate portfolio in the specified trust or investment company.

SECTION 1.14   MATURITY DATE

‘‘Maturity Date’’ means the last “Annuity Commencement Date” on which the annuity payments described in Part VII are to commence.    The Maturity Date is shown in the Data Pages.

SECTION 1.15   NON-NATURAL OWNER

“Non-Natural Owner” means an Owner who is not an individual. Benefits thereunder are determined by the age of the Annuitant. If there is an ownership change under a Contract owned by a Non-Natural Owner to an individual, the original Annuitant or Joint Annuitant, if applicable, continues to determine the benefits under the Contract.

SECTION 1.16   OWNER

‘‘Owner’’ means the person or entity shown as such on the cover page, in the Data Pages, or in any Endorsement or Rider and includes any successor Owner.

SECTION 1.17   PLAN

“Plan” means (if applicable, in an Endorsement or Rider attached hereto) a retirement savings plan adopted and maintained by an Employer, which the Plan is intended to meet the requirements for qualification under one of the Sections of the Code as specified any Endorsement or Rider.

 

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SECTION 1.18   PRIOR CONTRACT

‘‘Prior Contract’’ means another contract or certificate issued by us, or one of our affiliates, from which the Owner and we have agreed to transfer amounts to this Contract.

SECTION 1.19   PROCESSING DATE

‘‘Processing Date’’ means each Contract Date Anniversary.

SECTION 1.20   PROCESSING OFFICE

‘‘Processing Office’’ means the Equitable Processing office shown on the cover page of this Contract, or such other location we may state upon written notice to you.

SECTION 1.21   SEPARATE ACCOUNT

‘‘Separate Account’’ means any of the Separate Accounts applicable to the Variable Investment Options, described or referred to in Sections 2.01 and 2.04 and the Data Pages of this Contract.

SECTION 1.22   TRANSACTION DATE

“Transaction Date” means the Business Day we receive at the Processing Office a Contribution or a transaction request providing the information we need. Transaction requests must be in a form acceptable to us.

SECTION 1.23   VARIABLE INVESTMENT OPTION

“Variable Investment Option” means a Separate Account or a subdivision of a Separate Account available under this Contract. A Variable Investment Option may invest its assets in an Investment Fund.

 

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PART II – VARIABLE INVESTMENT OPTIONS

SECTION 2.01   SEPARATE ACCOUNT

We have established the Separate Account(s) and maintain such Account(s) in accordance with the laws of the state of Arizona. Income, realized and unrealized gains and losses from the assets of the Separate Account(s) are credited to or charged against it without regard to our other income, gains or losses. Assets are placed in the Separate Account(s) to support this Contract and other variable annuity contracts and certificates. Assets may be placed in the Separate Account(s) for other purposes, but not to support contracts or policies other than variable annuities and variable life insurance.

The Data Pages set forth the Separate Account(s). A Separate Account may be subdivided into Variable Investment Options.

The assets of a Separate Account are our property. The portion of such assets equal to the reserves and other contract liabilities will not be chargeable with liabilities which arise out of any other business we conduct. We may transfer assets of a Separate Account in excess of the reserves and other liabilities with respect to such Account to another Separate Account or to our general account.

We may, at our discretion, invest Separate Account assets in any investment permitted by applicable law. We may rely conclusively on the opinion of counsel (including counsel in our employ) as to what investments we may make as law permits.

SECTION 2.02   SEPARATE ACCOUNT ACCUMULATION UNITS AND UNIT VALUES

The amount you have in a Variable Investment Option at any time is equal to the number of Accumulation Units you have in that Variable Investment Option multiplied by the Variable Investment Option’s Accumulation Unit Value at that time. ‘‘Accumulation Unit’’ means a unit which is purchased in a Separate Account. ‘‘Accumulation Unit Value’’ means the dollar value of each Accumulation unit in a Separate Account on a given date. (If Variable Investment Options apply as described in Section 2.01, then the terms of this Section 2.02 apply separately to each Variable Investment Option, unless otherwise stated.)

Amounts allocated or transferred to a Separate Account are used to purchase Accumulation Units of that Account. Units are redeemed when amounts are deducted, transferred or withdrawn.

The number of Accumulation Units you have in a Separate Account at any time is equal to the number of Accumulation Units purchased minus the number of Units redeemed in that Account up to that time. The number of Accumulation Units purchased or redeemed in a transaction is equal to the dollar amount of the transaction divided by the Account’s Accumulation Unit Value for that Transaction Date.

 

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We determine Accumulation Unit Values for each Separate Account for each Valuation Period. A ‘‘Valuation Period’’ is each Business Day together with any consecutive preceding non-Business Days. For example, for each Monday which is a Business Day, the preceding Saturday and Sunday will be included to equal a three-day Valuation Period.

Unless the following paragraph applies, the Accumulation Unit Value for a Separate Account for any Valuation Period is equal to the Accumulation Unit Value for the immediately preceding Valuation Period multiplied by the ratio of values: ‘‘(i) ’’ and ‘‘(ii) ’’. Value ‘‘(i) ’’ is the value of the Separate Account at the close of business at the end of the current Valuation Period, before any amounts are allocated to or withdrawn from the Separate Account in that Period. Value ‘‘(ii)’’ is the value of the Separate Account at the close of business at the end of the preceding Valuation Period, after all allocations and withdrawals were made for that Period. For this purpose, ‘‘value of the Separate Account’’ means the market value or, where there is no readily available market, the fair value of the assets allocated to the Separate Account, as determined by accepted accounting practices, and applicable laws and regulations.

To the extent the Separate Account invests in Investment Funds, and the assets of the Investment Funds are invested in a class or series of shares of a specified trust or investment company, the Accumulation Unit Value of a Variable Investment Option for any Valuation Period is equal to the Accumulation Unit Value for that Fund on the immediately preceding Valuation Period multiplied by the Net Investment Factor for that Fund for the current Valuation Period. The Net Investment Factor for a Valuation Period is (a) divided by (b) minus (c), where:

 

  (a)

is the value of the Variable Investment Option’s shares of the related Investment Fund at the end of the Valuation Period (before taking into account any amounts allocated to or withdrawn from the Variable Investment Option for the Valuation Period and after deduction of investment advisory fees and direct operating expenses of the specified trust or investment company; for this purpose, we use the share value reported to us by the specified trust or investment company);

 

  (b)

is the value of the Variable Investment Option’s shares of the related Investment Fund at the end of the preceding Valuation Period (taking into account any amounts allocated or withdrawn for that Valuation Period);

 

  (c)

is the Contract Fee (see Section 8.05) for the expenses and risks of the Contract, times the number of calendar days in the Valuation Period, plus any charge for taxes or amounts set aside as a reserve for taxes.

 

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SECTION 2.03   AVAILABILITY OF VARIABLE INVESTMENT OPTIONS

Section 3.01 describes how Contributions are allocated among Variable Investment Options based on your election among the available Variable Investment Options. Your election is subject to the following:

 

  (a)

If the Contributions are made pursuant to the terms of a Plan, then Variable Investment Options available may be subject to the terms of such Plan, as reported to us by the Owner.

  (b)

The available Variable Investment Options on the Contract Date are shown in the Data Pages. We have the right to add Variable Investment Options, to limit the number of Variable Investment Options which you may elect, and to limit or terminate allocations to a Variable Investment Option.

SECTION 2.04   CHANGES WITH RESPECT TO SEPARATE ACCOUNT

In addition to the rights reserved pursuant to subsection (b) of Section 2.03, and Sections 9.01 and 9.02, we have the right, subject to compliance with applicable law, including approval of Contract Owners if required:

 

  (a)

to add Variable Investment Options (or sub-funds of Variable Investment Options) to, or to remove Variable Investment Options (or sub-funds) from the Separate Account, or to add other Separate Accounts;

 

  (b)

to combine any two or more Variable Investment Options or sub-funds thereof;

 

  (c)

to transfer the assets we determine to be the share of the class of contracts to which this Contract belongs from any Variable Investment Option to another Variable Investment Option;

 

  (d)

to operate the Separate Account or any Variable Investment Option as a management investment company under the Investment Company Act of 1940, in which case charges and expenses that otherwise would be assessed against an underlying mutual fund would be assessed against the Separate Account;

 

  (e)

to operate the Separate Account or any Variable Investment Option as a unit investment trust under the Investment Company Act of 1940;

 

  (f)

to deregister the Separate Account under the Investment Company Act of 1940;

 

  (g)

to restrict or eliminate any voting rights as to the Separate Account;

 

  (h)

to cause one or more Variable Investment Options to invest some or all of their assets in one or more other trusts or investment companies;

 

  (i)

to close a Variable Investment Option to Transfers and Contributions.

 

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If the exercise of these rights results in a material change in the underlying investment of a Separate Account, you will be notified of such exercise, as required by law.

A Separate Account or Variable Investment Option which may be added by us as described above may be one with respect to which: (i) there may be periods during which Contributions may be restricted pursuant to the maturity terms of such Separate Account or Investment Fund, (ii) amounts therein may be automatically liquidated pursuant to the investment policy of the Separate Account, and (iii) investments therein may mature. We will have the right to reallocate amounts arising from liquidation or maturity according to your allocation instructions then in effect unless you specify other instructions with respect to such amounts. If no such allocation instructions have been made, the reallocation will be made to a designated Variable Investment Option, or to the next established Separate Account or Investment Fund of the same type as described in this paragraph, if applicable, as specified in the Data Pages.

 

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PART III – CONTRIBUTIONS AND ALLOCATIONS

SECTION 3.01   CONTRIBUTIONS, ALLOCATIONS

You may allocate Contributions to, or transfer among the Variable Investment Options available under this Contract. You need not allocate Contributions to each available Variable Investment Option. You may change the allocation election at any time by sending us the proper form. Allocation percentages must be in whole numbers (no fractions) and must total 100%.

Each Contribution is allocated (after deduction of any charges that may apply) in accordance with the allocation election in effect on the Transaction Date. Contributions made to a Separate Account purchase Accumulation Units in that Account, using the Accumulation Unit Value for that Transaction Date.

SECTION 3.02   LIMITS ON CONTRIBUTIONS

We have the right not to accept any Contribution which is less than the minimum amount shown in the Data Pages. The Data Pages indicate other Contribution limitations and requirements which may apply. We also have the right, in addition to any such limitations and requirements, upon the advance notice to you shown in the Data Pages, to:

 

  (a)

change such limitations and requirements to apply to Contributions made after the date of such change, and

 

  (b)

discontinue acceptance of Contributions under this Contract with respect to all Contracts or with respect to all Contracts of the same class.

Any change in limitations or discontinuation of Contributions will be implemented to manage the financial risk to the Company in the event market and/or economic conditions decline.

 

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PART IV – TRANSFERS AMONG VARIABLE INVESTMENT OPTIONS

SECTION 4.01   TRANSFER REQUESTS

You may request to transfer all or part of the amount held in a Variable Investment Option to one or more of the other Options. The request must be in a form we accept. All transfers will be made on the Transaction Date. Transfers are subject to the terms of Sections 2.03, 4.02 and our rules in effect at the time of transfer. With respect to a Separate Account, the transfers will be made at the Accumulation Unit Value for that Transaction Date.

SECTION 4.02   TRANSFER RULES

The transfer rules which apply are described in the Data Pages and any applicable Endorsement(s) or Rider(s). A transfer request will not be accepted if it involves less than the minimum amount, if any, stated in the Data Pages (unless the Annuity Account Value is less than such amount). We have the right to change our transfer rules. Any change will be made upon advance notice to you.

Transfers to a Variable Investment Option will also be subject to the rules of the Investment Fund in which it invests, and in accordance with Sections 5.01, 8.03 and 8.04.

 

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PART V – WITHDRAWALS AND TERMINATION

SECTION 5.01   WITHDRAWALS

Unless otherwise stated in the Data Pages, you may request, pursuant to our procedures then in effect, a withdrawal from the Variable Investment Options before the Maturity Date. The request must be in a form we accept.

On the Transaction Date, we will pay the amount of the withdrawal requested or, if less, the Cash Value. The amount to be paid plus any Withdrawal Charge which applies (see Section 8.01) will be withdrawn on a pro-rata basis from the amounts held for you in the Variable Investment Options, unless you elect otherwise and unless otherwise stated in the Data Pages.

We will not accept a withdrawal request if it involves less than the minimum amount, if any, stated in the Data Pages. Further conditions or restrictions may apply if stated in the Data Pages or in any Endorsement(s) or Rider(s) attached hereto.

We will withdraw any redemption fee or other charge that an Investment Fund requires us to deduct from your Annuity Account Value. Such amounts, less any applicable processing fee, will be remitted to the Investment Fund. The redemption fee will not exceed the maximum amount that an Investment Fund is permitted to charge under applicable law. Unless otherwise provided in the Data Pages such withdrawals will not be subject to the Withdrawal Charges described under Section 8.01, but may cause Contract termination as provided in Section 5.02.

SECTION 5.02   CONTRACT TERMINATION

Payment of the Death Benefit terminates the Contract. In addition, we reserve the right to terminate this Contract if one or more of the following events occur, unless otherwise specified in any Endorsement(s), Rider(s) or Data Pages attached hereto:

 

  (a)

A withdrawal is made under Section 5.01 that would result in an Annuity Account Value of an amount less than the minimum amount stated in the Data Pages.

 

  (b)

If, before the Maturity Date, no Contributions are made during the last three completed Contract Years and the Annuity Account Value is less than the amount described in (a) above.

 

  (c)

If, as a result of the following, your Annuity Account Value is reduced to zero: 1) the deduction of a charge or fee, or 2) the processing of a withdrawal.

 

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PART VI – PAYMENT UPON DEATH

SECTION 6.01   BENEFICIARY

You give us the name of the beneficiary (“Beneficiary”) who is to receive any death benefit (“Death Benefit”) payable because of your death. You may change the Beneficiary during your lifetime and while coverage under the Contract is in force. Any such change must be made in writing. Unless otherwise specified by the Owner, a change will take effect as of the date the written change is signed, whether or not you are living on the date of receipt at our Processing Office. However, we will not be liable as to any payments we make or actions we take before we receive any such change at our Processing Office.

You may name one or more persons to be primary Beneficiary and one or more other persons to be successor Beneficiary if the primary Beneficiary dies before the Owner. Unless you direct otherwise, if you have named two or more persons as Beneficiary, the Beneficiary will be the named person or persons who survive you and payments will be made to such persons in equal shares or to the survivor.

Any part of a Death Benefit for which there is no named Beneficiary living at your death will be payable in a single sum to the Owner’s surviving spouse, if any; if there is no surviving spouse, then to the surviving children in equal shares; if there are no surviving children, then to your estate.

If the Contract is owned by a Non-Natural Owner, any applicable Death Benefit will be based on the death of the Annuitant or Joint Annuitant, if applicable. For purpose of this Section, “you” or “your” refer to the Annuitant when describing the Death Benefit under a Non-Natural Owner Contract.

SECTION 6.02   PAYMENT UPON DEATH

Upon receipt of due proof of your death before the Maturity Date, we will pay a Death Benefit to the Beneficiary named under Section 6.01. Payment is subject to the terms of Section 6.01 and any special rules which may apply as described in the Data Pages and any Endorsement(s) or Rider(s) attached hereto.

For the portion of the Death Benefit payable to a Beneficiary, the date on which we received the Beneficiary requirements is the “Payment Transaction Date”. Payment of a Death Benefit will be made upon our receipt of the following “Beneficiary Requirements”:

 

  (i)

a properly completed written request;

  (ii)

due proof of death (as evidenced by a certified copy of the death certificate);

  (iii)

proof satisfactory to us that the person claiming the Death Benefit is the person entitled to receive it;

  (iv)

tax information required by the Code; and

  (v)

any other forms we require.

 

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Upon receipt of notification of your death, if we have not received the Beneficiary Requirements described above, your Contract will continue to remain invested in the [Variable] Investment Options and no transactions will be permitted.

Unless otherwise specified in the Data Pages attached hereto, the amount of the Death Benefit is equal to the Annuity Account Value on the Payment Transaction Date.

SECTION 6.03   MANNER OF PAYMENT

The Death Benefit will be paid to the Beneficiary in a single sum unless you elect a different form of Death Benefit payout (such as a life annuity) and provided that we offer such at the time the Death Benefit is payable. The Beneficiary will have no right to change the election; however, (i) we will apply a predetermined Death Benefit annuity payout election only if payment of the Death Benefit begins within one year following the date of death; (ii) we will not apply a predetermined Death Benefit payout election if doing so would violate any Federal income tax rules or guidelines or any other applicable law. Subject to the foregoing, a Beneficiary who becomes a successor owner or who continues the Contract under a Beneficiary Continuation Option, if available, will not have the right to change your election.

 

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PART VII – ANNUITY BENEFITS

SECTION 7.01   ELECTION OF ANNUITY BENEFITS

On any date which is thirteen months or more after the Contract Date, you may apply all or any portion of the Annuity Account Value to a form of traditional Annuity Benefit we offer under our then current rules as described in Section 7.04. This is your “Annuity Commencement Date”.

As of the Maturity Date the Annuity Account Value will be applied to provide for the Normal Form of Annuity Benefit (described below). However, you may instead elect (i) to have the Cash Value paid in a single sum, (ii) to apply the Annuity Account Value or Cash Value, whichever applies pursuant to the first paragraph of Section 7.05, to provide an Annuity Benefit of any form offered by us or one of our affiliated life insurance companies, or (iii) to apply the Cash Value to provide any other form of benefit payment we offer, subject to applicable laws and regulations. Unless otherwise stated in an Endorsement or Rider, at the time an Annuity Benefit is purchased, we will terminate the Contract and issue a supplementary contract which reflects the Annuity Benefit terms.

We will provide notice and election forms to you not more than six months before the Maturity Date.

We will have the right to require you to furnish any information we need to provide an Annuity Benefit. We will be fully protected in relying on such information and need not inquire as to its accuracy or completeness.

SECTION 7.02   MATURITY DATE

Your Maturity Date is the last Annuity Commencement Date and is shown in the Data Pages, but may be changed by us in conformance with applicable law. You may request commencement of your Annuity Benefit before the Maturity Date by written notice to our Processing Office no less than thirteen months or any other period specified in an Endorsement or Rider attached to this Contract, following the Contract Date. You may also request a different Maturity Date by written request at our Processing Office. Such request must be received by our Processing Office at least [60] days prior to the Annuity Commencement Date you request.

SECTION 7.03   ANNUITY BENEFIT

Payments under an Annuity Benefit will be made monthly to you. If you are not the Annuitant, payments will be made to you, as the Owner. You may elect instead to have the Annuity Benefit paid at other intervals, such as every three months, six months, or twelve months, instead of monthly or as otherwise stated in the Data Pages or any Endorsement(s) or Rider(s) attached hereto. This election may be made at the time the Annuity Benefit form as described in Section 7.04 is elected. In that event, all references in this Contract to monthly payments, with respect to the Annuity Benefit to which the election applies, will be deemed to mean payments at the frequency elected.

 

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SECTION 7.04   ANNUITY BENEFIT FORMS

The ‘‘Normal Form’’ of Annuity Benefit is the Life-Period Certain Annuity Form described below, unless another form of annuity is determined to be the Normal Form of Annuity pursuant to the terms of the Plan, if applicable, and/or the requirements of the Employee Retirement Income Security Act of 1974 (ERISA), as amended, or any other law that applies.

The Life-Period Certain Annuity is an annuity that is payable during the lifetime of the person upon whose life the payments depend, but with a maximum of 10 years of payments guaranteed (10 years certain period). That is, if the original payee dies before the certain period has ended, payments will continue to the Beneficiary named to receive such payments for the balance of the certain period.

We may offer other traditional annuity forms as available from us or from one of our affiliated life insurance companies. Such a form may, for example, include the Joint and Survivor Life Annuity Form which provides monthly payments while either of two persons upon whose lives such payments depend is living. The monthly amount to be continued when only one of the persons is living will be equal to a percentage, as elected, of the monthly amount that was paid while both were living.

We may also offer alternate forms of Annuity Benefits under an Endorsement or Rider attached to this Contract, if applicable.

SECTION 7.05   AMOUNT OF ANNUITY BENEFITS

If you elect pursuant to Section 7.01 to have an Annuity Benefit paid in lieu of the Cash Value, then the amount applied to provide the Annuity Benefit will, unless otherwise stated in the Data Pages or required by applicable laws or regulations, be (i) the Annuity Account Value if the annuity form elected provides payments for a person’s remaining lifetime or (ii) the Cash Value if the annuity form elected does not provide such lifetime payments.

The amount applied to provide an Annuity Benefit may be reduced by a charge for any taxes which apply on annuity purchase payments. If we have previously deducted charges for taxes from Contributions, we will not again deduct charges for the same taxes before an Annuity Benefit is provided. The balance will be used to purchase the Annuity Benefit on the basis of either (i) the Tables of Guaranteed Annuity Payments or (ii) our then current individual annuity rates, whichever rates would provide a larger benefit with respect to the payee. The Tables of Guaranteed Annuity Payments are shown in the Data Pages.

The Annuity Benefit at the time of commencement will not be less than that which would be provided by the application of an amount to purchase any single consideration immediate annuity contract of the same form of annuity offered by us at the time to the same class of Annuitants. The amount applied to provide a life contingent annuity payout option will be the Annuity Account Value.

 

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SECTION 7.06   CONDITIONS FOR PAYMENT

We may require proof acceptable to us that the person on whose life a benefit payment is based is alive when each payment is due. We will require proof of the age of any such person on whose life an Annuity Benefit is based.

If a benefit was based on information that is later found not to be correct, such benefit will be adjusted on the basis of the correct information. The adjustment will be made in the number or amount of the benefit payments, or any amount used to provide the benefit, or any combination. Overpayments by us will be charged against future payments. Underpayments will be added to future payments. Our liability is limited to the correct information and the actual amounts used to provide the benefits.

Misstatement of Age

If the age (or sex, if applicable as stated in the Tables of Guaranteed Annuity Payments) of any person upon whose life an Annuity Benefit depends has been misstated, any benefits will be those which would have been purchased at the correct age (or sex). Any overpayments or underpayments made by us will be charged or credited with interest at 6% or the then current Guaranteed Interest Rate; we will choose which rate will apply on a uniform basis for like Contracts. Such interest which will not exceed a rate of 6% will be deducted from or added to future payments.

If we receive acceptable proof that (i) a payee entitled to receive any payment under the terms of this Contract is physically or mentally incompetent to receive such payment or a minor, (ii) another person or an institution is then maintaining or has custody of such payee, and (iii) no guardian, committee, or other representative of the estate of such payee has been appointed, we may make the payments to such other person or institution. In the case of a minor, the payments will not exceed $200, or such other amount as may be shown in the Data Pages. We will have no further liability with respect to the payments so made.

If the amount to be applied hereunder is less than the minimum amount stated in the Data Pages, we may pay the amount to the payee in a single sum instead of applying it under the annuity form elected.

SECTION 7.07 CHANGES

We have the right, upon advance notice to you, to change at any time after the fifth anniversary of the Contract Date and at intervals of not less than five years, the actuarial basis used in the Tables of Guaranteed Annuity Payments for new Contributions. The effective date that applies to each set of purchase rates will be indicated. However, no such change will apply to (a) any Annuity Benefit provided before the change or (b) Contributions made before such change which are applied to provide an Annuity Benefit.

 

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PART VIII – CHARGES

SECTION 8.01   WITHDRAWAL CHARGES

The amount of the Withdrawal Charge is stated in the Data Pages. We have the right to change the Charge shown in the Data Pages with respect to future Contributions, subject to any maximum stated in the Data Pages. We will give you notice of any change.

If specified in the Data Pages, a ‘‘Free Withdrawal Amount’’ will apply as follows:

‘‘Free Withdrawal Amount’’ means an amount equal to the percentage, stated in the Data Pages, of the Annuity Account Value, minus the total of all prior withdrawals (and associated Withdrawal Charges) made as described in Section 5.01 in the current Contract Year that may be withdrawn each Contract Year without incurring a Withdrawal Charge. We have the right to change the Free Withdrawal Amount, but it will always be a percentage between 5% and 30% if so provided in the Data Pages.

If the amount of a withdrawal made under Part V is more than the Free Withdrawal Amount (defined above), we will (a) first withdraw from the [Variable] Investment Options, on the basis described in Section 5.01, an amount equal to the Free Withdrawal Amount, and (b) then withdraw from the [Variable] Investment Options an amount equal to the excess of the amount requested over the Free Withdrawal Amount, plus a Withdrawal Charge if one applies.

For purposes of this Section, amounts withdrawn up to the Free Withdrawal Amount will not be deemed a withdrawal of any Contributions.

In addition, your years of participation under the Prior Contract or years since Contributions were made under the Prior Contract, if applicable, may be included for purposes of determining the Withdrawal Charge, if so specified in the Data Pages.

If specified in the Data Pages we have the right to reduce or waive the Withdrawal Charge upon such events as stated in the Data Pages. Moreover, the Withdrawal Charge will be reduced if needed in order to comply with any applicable law.

 

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SECTION 8.02   ADMINISTRATIVE AND OTHER CHARGES DEDUCTED FROM

                             ANNUITY ACCOUNT VALUE

As of each Processing Date, we will deduct Administrative Charges or other Charges related to the administration and/or distribution of this Contract from the Annuity Account Value. Such Charges are shown in the Data Pages.

If specified in the Data Pages, the Charges will be deducted in full or prorated for the Contract Year, or portion thereof, in which the Contract Date occurs or in which the Annuity Account Value is withdrawn or applied to provide an Annuity Benefit or Death Benefit. If so, the Charges will be deducted when withdrawn or so applied.

The amount of any such Charge will in no event exceed any maximum amount shown in the Data Pages, subject to any maximum amount permitted under any applicable law.

We have the right to change the amount of the Charges with respect to future Contributions. We will give you advance notice of any such change.

SECTION 8.03   TRANSFER CHARGES

We have the right to impose a charge with respect to any transfer among [Variable] Investment Options after the number of free transfers shown in the Data Pages. The amount of such charge will be set forth in a notice from us to you and will in no event exceed any maximum amount stated in the Data Pages.

SECTION 8.04   INVESTMENT FUND REDEMPTION FEE

We reserve the right to charge your Annuity Account Value for any redemption fee or other transfer charge imposed by an Investment Fund. Such amounts will be withdrawn from your Annuity Account Value as described in Section 5.01.

SECTION 8.05   CONTRACT FEE

The assets of the Variable Investment Options of the Separate Account will be subject to a daily asset charge. The Contract Fee is a daily Separate Account charge and is for operations, administration and distribution expenses and mortality and expense risk that we assume. The fee will be made pursuant to item (c) of ‘‘Net Investment Factor’’ as defined in Section 2.02. Such fee will be applied after any deductions to provide for taxes. It will be at a rate not to exceed the maximum annual rate stated in the Data Pages. We have the right to charge less on a current basis; the actual fee to apply, for at least the first Contract Year, is also stated in the Data Pages.

We may charge a Variable Investment Option Facilitation Charge in order to make certain funds available as Variable Investment Options under this Contract. This charge, if applicable, is assessed daily based on the net asset value of the Variable Investment Options that we specify. The Variable Investment Option Facilitation Charge is equivalent to an annual rate of as shown in the Data Pages.

 

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SECTION 8.06   CHARGE FOR TAXES

We reserve the right to deduct from the amount applied to provide an Annuity Benefit a charge that we determine which is designed to approximate certain taxes that may be imposed on us, including but not limited to premium taxes which may apply in your state. If the tax to which this charge relates is imposed on us at a time other than when amounts are applied to an Annuity

Benefit or if required by your state, we reserve the right to deduct this charge for taxes from Contributions. The balance will be used to purchase the Annuity Benefit on the basis of either (i) the Tables of Guaranteed Annuity Payments or (ii) our then current annuity rates, whichever rates would provide a larger benefit with respect to the payee.

SECTION 8.07   THIRD PARTY TRANSFER CHARGE

We have the right to deduct a charge for any amount withdrawn from this Contract and directly transferred to another investment provider, retirement Plan, account, or contract, as applicable. This charge would apply to direct transfers, direct rollovers and exchanges of this Contract for another contract issued by another company. This charge, if any, will be specified in the Data Pages.

SECTION 8.08   CHANGES

In addition to our right to reduce or waive charges as described in this Part VIII, we have the right, upon advance notice to you, to increase the amount of any charge stated in the Data Pages, subject to (a) any maximum amount provided in this Part VIII or the Data Pages and (b) with respect to Withdrawal Charges, the application of any increase only to Contributions made after the date of the change.

 

2021BASE2-B-Z     Page 20


PART IX – GENERAL PROVISIONS

SECTION 9.01   CONTRACT

This Contract is the entire Contract as defined in Part I between the parties. It will govern with respect to our rights and obligations.

This Contract may not be changed, nor may any of our rights or rules be waived, except in writing and by our authorized officer.

SECTION 9.02   STATUTORY COMPLIANCE

We have the right to change this Contract without the consent of any other person in order to comply with any laws and regulations that apply. Such right will include, but not be limited to, the right to conform this Contract to reflect requirements of the Code and Treasury regulations or published rulings of the Internal Revenue Service, the Employee Retirement Income Security Act of 1974 and regulations thereunder, and federal securities laws.

Any paid-up annuity, cash surrender value or death benefits available under this Contract are not less than the minimum benefits required by any state law that applies.

SECTION 9.03   DEFERMENT

The use of proceeds to provide a payment of a Death Benefit and payment of any portion of the Annuity Account Value (less any Withdrawal Charge that applies) will be made within seven days after the Transaction Date of the request. Payments or proceeds from the [Variable] Investment Options can be deferred for any period during which (1) any of the stock exchanges is closed or trading is restricted, (2) sales of securities or determination of the fair value of a [Variable] Investment Option’s assets is not reasonably practicable because of an emergency, or (3) when the Securities and Exchange Commission, by order, permits us to defer payment in order to protect persons with interests in the [Variable] Investment Options.

SECTION 9.04   REPORTS AND NOTICES

At least once each year until the Maturity Date, we will send you a report showing on the start and end dates for the current period for:

 

  (a)

the amount of Contributions, withdrawals, and charges to the Annuity Account Value;

 

  (b)

the total number of Accumulation Units in each Separate Account or Variable Investment Option;

 

  (c)

the Accumulation Unit Values;

 

  (d)

the dollar amount in each Separate Account or Variable Investment Option;

 

  (e)

the Cash Value;[ and]

 

2021BASE2-B-Z     Page 21


  (f)

the amount of the Death Benefit[; and

 

  (g)

the Segment Interim Value of each Segment].

The amount described in (d) above reflects your Annuity Account Value. The information provided will be as of a date not more than four months prior to the date of mailing.

In addition to the report described above, we may also send periodic statements to you reflecting transactions on your Contract during that period.

[Also, we will send you a report for each new Segment to which Account Value was allocated showing the Segment Start Date, Segment Maturity Date, and Performance Cap Rate.]

A report or statement as described above or any written notice as described in any other Section will be satisfied by our mailing any such report, statement or notice to your last known address as shown in our records. If you have enrolled in electronic delivery of such reports, statements or notices, our obligation to deliver such reports, statements or notices will be satisfied by sending them to your last provided email address. We will make copies of the reports and statements available to you upon request. The duplicate copies may have an additional cost as shown in the Data Pages.

SECTION 9.05   CHANGE IN OWNER

Any changes in Owner designation, unless otherwise specified by the Owner, shall take effect on the date the notice of change is signed by the Owner, subject to any payments made or actions taken by us prior to receipt of this notice. To effect a change of ownership, the Owner must submit a properly completed change of ownership administrative form. There is no restriction on change of Owner other than for purposes of satisfying applicable laws or regulations.

SECTION 9.06   ASSIGNMENTS AND TRANSFERABILITY

You may assign this Contract but we will not be bound by an assignment unless we have received it in writing at our Processing Office. Unless otherwise specified by the Owner, the assignment shall take effect on the date the notice of assignment is signed subject to any payments made or actions taken by us prior to receipt of this notice. Your rights and those of any other person referred to in this Contract will be subject to the assignment. We assume no responsibility for the validity of an assignment or for any rights or obligations between you and the Assignee.

SECTION 9.07   PAYMENTS

All amounts payable by you must be paid by check drawn on a bank that is subject to regulation by the United States or an agency or instrumentality thereof or a State, and payable to us (in United States dollars) or by any other method acceptable to us.

 

2021BASE2-B-Z     Page 22


We will pay all amounts hereunder by check (drawn on a United States bank in United States dollars) or, if so agreed by you and us, by wire transfer unless stated otherwise in the Data Pages.

Any requirement for distribution or withdrawal of interest in the Contract shall be fully discharged by payment of the Death Benefit, Annuity Benefit, Annuity Account Value or Cash Value, whichever is applicable, to the Owner or the Beneficiary, as the case may be and mailed to the address as shown in our records by United States mail unless we agree to transmit the funds to another person or in another form in accordance with the terms and conditions of the Contract.

SECTION 9.08   HOW TO COMMUNICATE WITH US

All transaction requests and other notices to us must be in writing in a form satisfactory to us, and delivered by U.S. mail to our Processing Office, except to the extent we agree, by advance written notification to you, to receive such requests or notices in another manner. We may choose to change a previously accepted manner of communication at our discretion. Transaction requests or other communications sent to us will not be effective until received at the Processing Office. Your Contract Number should be included in all correspondence.

SECTION 9.09   INCONTESTABILITY

This Contract will be incontestable from its date of issue.

 

2021BASE2-B-Z     Page 23

Form of Data Pages 2021DPADV-IE-Z

DATA

PART A -- This part lists your personal data.

 

Owner:                    [JOHN DOE]    Age: [60]                Sex: [Male]
  [Available only under NQ Contracts]      
  [Joint Owner:               [JANE DOE]       Age: [55]       Sex: [Female]]
Annuitant:              [JOHN DOE]    Age: [60]                  Sex: [Male]
[Applicable for NQ Contracts]            
[Joint Annuitant:   [JANE DOE] Age: [55]                Sex: [Female]]            
[Applicable to Inherited IRA/Roth IRA and Inherited NQ Contracts]         
  [Owner:]   [JOHN DOE JR. as beneficiary of JOHN DOE SR’s. [Traditional IRA]      
    [Roth IRA][Non-Qualified]]      
    [If the Owner is a trust, then the Annuitant must be the oldest beneficiary of the trust.]      
  [If the Owner is the sole spousal beneficiary under the deceased Owner’s [Traditional IRA][Roth IRA][Non-Qualified] then the following designation will appear after the Owner’s name:]   
    [“Special Surviving Spouse”]         
  [Deceased Owner of Original [Traditional IRA][Roth IRA][Non-Qualified]:]                 [John
  Doe, Sr.]   
  [Date of Death of Original [Traditional IRA][Roth IRA][Non-Qualified] Owner:]   
              [xx/xx/xx]            
[Applicable to Non-Spousal Beneficiary Continuation Option Tax-Qualified Retirement Plan Funds Direct Rollover to Traditional IRA Contracts]   
  [Owner:]   [JOHN DOE JR. as beneficiary of JOHN DOE SR’s. Applicable Plan]
    [If the Owner is a trust, then the Annuitant must be the oldest beneficiary of the trust.]   
  [Deceased Participant of Original Applicable Plan:]                                       [John Doe, Sr.]
  [Date of Death of Deceased Participant of Original Applicable Plan:]         [xx/xx/xx]

 

[Applicable to Qualified Plan and SEP-IRA Contracts]
    [Employer:] [ABC Company]
    [Applicable to Qualified Plan Contracts]
    [Plan:]    [ABC Company Plan]
Beneficiary:    [JANE DOE]

 

2021DPADV-IE-Z     Data Page 1


Contract Number:                [00000]

Endorsement(s) Attached:

[Market Segment Endorsement(s)]

[Endorsement Applicable to Non-Qualified Contracts

Endorsement Applicable to Qualified Defined Contribution Plans

Endorsement Applicable to Qualified Defined Benefit Plans

Endorsement Applicable to Traditional IRA Contracts

Endorsement Applicable to Roth IRA Contracts

Endorsement Applicable to SEP-IRA Contracts

Inherited Traditional IRA Beneficiary Continuation Option (BCO) Endorsement

Inherited Roth IRA Beneficiary Continuation Option (BCO) Endorsement

Inherited Non-Qualified Payout Endorsement

Endorsement Applicable to Non-Qualified [Income Edge Series] Payment Programs

Endorsement Applicable to Contract Continuation and Its Effect on an Optional

Benefit Rider

MSCI Disclosure Endorsement]

[Optional Rider(s) Attached:

[Structured Investment Option Rider]

[[Return of Premium] Guaranteed Minimum Death Benefit Rider]]

 

Issue Date:   [January 1, 2021]
Contract Date:   [January 1, 2021]
[Maturity Date:   [January 1, 2056]

Your Annuity Commencement Date under a traditional annuity payout as described in Part VII of your Contract may not be prior to thirteen months from the Contract Date nor may your Maturity Date be later than the Contract Date Anniversary which follows the Annuitant’s [95th] birthday. (see Section 7.02) The Maturity Date is based on the Annuitant’s date of birth and will not change under the Contract except as described in Section 7.02 [and the next paragraph]. If there is a successor Annuitant named under the Contract, the Maturity Date will not change and will continue to be based on the original Annuitant’s date of birth.

[Applicable to IRA Contract Owners only]

[If you die and your spouse elects to continue this Contract (“Spousal Continuation”), your spouse then becomes the Annuitant under the Contract and his/her date of birth will determine the Maturity Date.]

[Applicable to NQ Contract Owners only]

[If you die and your spouse elects to continue this Contract (“Spousal Continuation”), if you were also the sole Annuitant under the Contract, your spouse then becomes the Annuitant under the Contract and his/her date of birth will determine the Maturity Date. However, if your age did not originally determine the Maturity Date under the Contract, your spouse may elect to become the Annuitant, superseding any named Annuitant and your spouse’s date of birth will determine the Maturity Date.]

[For NQ Contracts with Joint Annuitants] [For Contracts with Joint Annuitants, the age of the older Annuitant determines the Maturity Date.]

You may request in writing to us an Annuity Commencement Date earlier than the Maturity Date shown above. Such request must be received by the Processing Office at least [60] days prior to the Annuity Commencement Date you request.]

 

2021DPADV-IE-Z     Data Page 2


[Applicable to Inherited Traditional IRA/Roth IRA including Non-Spousal Applicable Plan Beneficiary Owned (also referred to as “Non-Spousal QP Direct Rollover to an Inherited IRA/Roth IRA BCO”) Contract]

[BCO Distribution Commencement Date:         [xx/xx/xx]]

[Applicable to Inherited NQ]

[Required Payment Starting Date:         [xx/xx/xx]]

 

2021DPADV-IE-Z     Data Page 3


PART B -- This part describes certain provisions of your Contract.

 

Initial Contribution Received:

   [$ 105,000.00                                                

   [The Structured Investment Option (SIO) text will appear when the SIO Rider is available.]

 

[STRUCTURED INVESTMENT OPTION (See Section 2A.09 of Structured Investment Option Rider )

 

    

  Segment

  Duration

  (Year(s))

  

  Segment

  Buffer

  

Percentage

Allocated

  

Amount

Allocated

[S&P 500

     1 Year      -10%      

Russell 2000

     1 Year      -10%      

MSCI EAFE

     1 Year      -10%      

NASDAQ 100

     1 Year      -10%      

MSCI Emerging Markets

     1 Year      -10%      

[S&P 500 [Step Up]

   1 Year    -10%      

Russell 2000 [Step Up]

   1 Year    -10%      

MSCI EAFE [Step Up]

   1 Year    -10%]]]      

Variable Investment Options (See Section 2.01 of the Contract)

Set forth below are the initial Variable Investment Options available. Your initial allocation is shown.     

 

                    Variable Investment Options   

Amount

Allocated

[EQ/Aggressive Allocation

   [$52,500]

EQ/All Asset Growth Allocation

   [$52,500]

EQ/Conservative Allocation

  

EQ/Moderate Allocation

  

EQ/Moderate-Plus Allocation

  

1290 VT DoubleLine Dynamic Allocation

  

American Funds Insurance Series Asset Allocation Fund

  

BlackRock Global Allocation V.I. Fund

  

EQ/AB Dynamic Moderate Growth

  

First Trust/Dow Jones Dividend & Income Allocation Portfolio

  

First Trust Multi Income Allocation Portfolio

  

Franklin Allocation VIP Fund

  

Franklin Income VIP Fund

  

Franklin Mutual Shares VIP Fund

  

Invesco V.I. Balanced-Risk Allocation Fund

  

Janus Henderson Balanced Portfolio

  

 

2021DPADV-IE-Z     Data Page 4


JPMorgan Insurance Trust Global Allocation Portfolio

                    

JPMorgan Insurance Trust Income Builder Portfolio

  

PIMCO Global Managed Asset Allocation Portfolio

  

Putnam VT Global Asset Allocation Fund

  

1290 VT Convertible Securities

  

1290 VT GAMCO Mergers & Acquisitions

  

1290 VT Multi-Alternative Strategies

  

Eaton Vance VT Floating-Rate Income Fund

  

PIMCO VIT Emerging Markets Bond Portfolio

  

Templeton Global Bond VIP Fund

  

1290 VT Natural Resources

  

PIMCO VIT CommodityRealReturn Strategy Portfolio

  

1290 VT Real Estate

  

EQ/Invesco Global Real Estate

  

EQ/MFS Technology

  

EQ/MFS Utilities Series

  

EQ/T. Rowe Price Health Sciences

  

EQ/Wellington Energy

  

Invesco V.I. Health Care Fund

  

Multimanager Technology Portfolio

  

1290 VT Equity Income

  

AB VPS Growth and Income Portfolio

  

EQ/BlackRock Basic Value Equity

  

EQ/JPMorgan Value Opportunities

  

EQ/Large Cap Value Index

  

Janus Henderson U.S. Low Volatility Portfolio

  

MFS Value Series

  

T. Rowe Price Equity-Income Portfolio-II

  

American Funds Insurance Series Growth-Income Fund

  

ClearBridge Variable Dividend Strategy Portfolio

  

EQ/ClearBridge Select Equity Managed Volatility

  

EQ/Common Stock Index

  

EQ/Equity 500 Index

  

EQ/Fidelity Institutional AM Large Cap

  

EQ/Franklin Rising Dividends

  

MFS Investors Trust Series

  

MFS Research Series

  

Putnam VT Research Fund

  

1290 VT Socially Responsible Portfolio

  

ClearBridge Variable Aggressive Growth Portfolio

  

EQ/ClearBridge Large Cap Growth

  

EQ/Large Cap Growth Index

  

EQ/Loomis Sayles Growth

  

EQ/T. Rowe Price Growth Stock

  

EQ/American Century Mid Cap Value

  

EQ/Mid Cap Index

  

Fidelity® VIP Mid Cap Portfolio

  

EQ/Janus Enterprise

  

Federated Hermes Kaufmann Fund II

  

1290 VT GAMCO Small Company Value

  

1290 VT Small Cap Value

  

 

2021DPADV-IE-Z     Data Page 5


AB VPS Small/Mid Cap Value Portfolio

  

1290 VT Microcap

  

EQ/Small Company Index

  

Invesco V.I. Small Cap Equity Fund

  

EQ/AB Small Cap Growth

  

American Funds Insurance Series International Growth and Income Fund

  

EQ/International Equity Index

  

EQ/Invesco International Growth

  

EQ/MFS International Growth

  

EQ/MFS International Intrinsic Value

  

American Funds Insurance Series New World Fund

  

Delaware VIP Emerging Markets Series

  

EQ/Emerging Markets Equity PLUS

  

EQ/Lazard Emerging Markets Equity

  

1290 VT Low Volatility Global Equity

  

1290 VT SmartBeta Equity

  

AB VPS Global Thematic Growth Portfolio

  

American Century VP Inflation Protection Fund

  

American Funds Insurance Series Global Growth Fund

  

American Funds Insurance Series Global Small Capitalization Fund

  

EQ/Invesco Global Portfolio

  

1290 VT DoubleLine Opportunistic Bond

  

Delaware VIP Diversified Income Series

  

EQ/Core Bond Index

  

EQ/Intermediate Government Bond

  

EQ/PIMCO Total Return

  

Janus Henderson Flexible Bond Portfolio

  

EQ/PIMCO Global Real Return Portfolio

  

Fidelity VIP Strategic Income Portfolio

  

Lord Abbett Bond Debenture

  

PIMCO VIT Income Portfolio

  

Putnam VT Diversified Income Fund

  

Delaware VIP Limited-Term Diversified Income Series

  

EQ/AB Short Duration Government Bond

  

EQ/PIMCO Ultra Short Bond

  

1290 VT High Yield Bond

  

Federated Hermes High Income Bond Fund II

  

Invesco V.I. High Yield Fund

  

PIMCO VIT Global Bond Opportunities Portfolio (Unhedged)

  

EQ/Money Market]

  

[An asterisk (either *, ** or ***), identifies Variable Investment Options to which certain charges under Part C apply.]

 

Total (Amount Allocated to Variable Investment Options):

   [$ 105,000.00]                

The Variable Investment Options shown above are Variable Investment Options of our Separate Account No. [70A].

 

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Allocations must be in whole numbers and must total 100%. The maximum number of Variable Investment Options that may be active under your Contract at any given time is [168]. You may not allocate amounts to more than [100] Variable Investment Options at any one time. [If you have Structured Investment Option allocations, the rules applicable to the maximum number of Investment Options are described in Section 3A.01 of the Structured Investment Option Rider and will supersede the maximum shown here.]

 

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Contributions and Allocations (See Sections 3.01 and 3.02 of the Contract):

Contribution Limits and Requirements:          Initial Contribution minimum: [$25,000]

Subsequent Contribution minimum: [$500] [Subsequent Contributions can be made through the older of the original Annuitant’s and Owner’s age [85] or if later, the first Contract Date Anniversary.]

We may discontinue acceptance of Contributions under the Contract upon [45 days] advance written notice to you. Any change in limitations or discontinuation of Contributions will be implemented to manage the financial risk to the Company in the event market and/or economic conditions decline.

[Cumulative Contribution Limit]

[We may refuse to accept any Contribution if the sum of all Contributions under all [“Investment Edge”] Series Contracts with the same Annuitant or Owner would then total more than [$1,500,000]. [We may refuse to accept any Contribution if the sum of all Contributions under all [“Investment Edge”, “Accumulator” and “Retirement Cornerstone”] Series Contracts with the same Annuitant or Owner would then total more than [$2,500,000].]

We may refuse to accept any Contribution if the source of such Contribution is an existing Equitable Contract.

Transfer Rules (see Section 4.02 of the Contract): Transfer requests must be in writing and delivered by U.S. mail to our Processing Office unless we accept an alternative form of communication (such as internet, fax or automated telephone). The use of alternative forms of communication is subject to our rules then in effect for each such service. We may provide information about our rules and the use of communications services in the Contract prospectus, prospectus supplements or other notifications, as mailed to your last known address in our records from time to time. Any alternative form of communication that we make available may be changed or discontinued at any time. Communications services may be restricted or denied if we determine that you used such services for market timing or other trading strategies that may disrupt operation of a Variable Investment Option or have a detrimental effect on the unit value of any Variable Investment Option.

We reserve the right to:

  a)

limit transfers among or to the Variable Investment Options to no more than once every [30] days,

  b)

require a minimum time period between each transfer into or out of one or more specified Variable Investment Options,

  c)

establish a maximum dollar amount that may be transferred by an Owner on any Transaction Date among Variable Investment Options,

  d)

reject transfer requests from a person acting on behalf of multiple Contract Owners unless pursuant to a trading authorization agreement that we have accepted,

  e)

restrict or prohibit transfers in connection with execution of Investment Fund instructions to restrict or prohibit purchases or redemptions of fund shares or to collect a redemption fee on transfers involving fund shares,

  f)

impose conditions or limitations on transfer rights, restrict transfers or refuse any particular transfer if we are concerned that market timing, excessive trading or other trading strategies may disrupt operation of a Variable Investment Option or may have a detrimental effect on the unit value of any Variable Investment Option or determine that you have engaged in any such strategy.

 

2021DPADV-IE-Z     Data Page 8


[This text will only appear when the SIO Rider is available.]

[Transfer Rules applicable to the Structured Investment Option are shown in the Structured Investment Option Rider.]

Withdrawals (see Section 5.01 of the Contract): Lump Sum Withdrawals: The Lump Sum Withdrawal minimum amount is [$300]. [Applicable to QP-DB and QP-DC market segments only:] [Amounts withdrawn to pay Third Party Administrator (TPA) fees are not subject to this minimum withdrawal amount.]

Withdrawals will be withdrawn on a pro rata basis from your Annuity Account Value in the Variable Investment Options. If there is insufficient value or no value in the Variable Investment Options, any additional amount required or the total amount of the withdrawal, as applicable, will be withdrawn from the Account for Dollar Cost Averaging.

[This text will only appear when the SIO Rider is available.]

[Withdrawal Rules applicable to the Structured Investment Option are shown in the Structured Investment Option Rider.]

[The following text is applicable to Traditional IRA Contracts]

[Automatic Required Minimum Distribution Withdrawals: The Automatic Required Minimum Distribution Withdrawal minimum initial amount is [$250]. See Endorsement Applicable to Traditional IRA Contracts].

[Amounts withdrawn to pay a Third Party Investment Advisor (TPIA) or a Registered Investment Advisor (RIA) fees are limited to [2%] of the AAV on the [first] Business Day of your Contract Year [or Annuity Payout Year, if applicable] and are not subject to this minimum withdrawal amount. You may elect to make such withdrawals on a [quarterly, semi-annual or annual] basis.]

Contract Termination (see Section 5.02 of the Contract):

Requests for a withdrawal must be for either (a) 90% or less of the Cash Value or (b) 100% of the Cash Value (surrender of the Contract). A request for more than 90% of the Cash Value will be considered a request to withdraw 100% of the Cash Value and this Contract will terminate.

If a withdrawal is made that would result in a Cash Value less than [$500], we will so advise you and have the right to pay you such Value. In that case, this Contract will terminate.

This Contract (including any attached Endorsements and Riders) will terminate if there is no Annuity Account Value.

 

2021DPADV-IE-Z     Data Page 9


[The following text will not appear for Inherited Traditional/Roth IRA and Inherited NQ BCO and Non-Spousal Applicable Plan Beneficiary Owned Contracts]

Annuity Benefit Forms - (Normal Form of Annuity Benefit) (see Section 7.04 of the Contract):

Life Annuity 10 Year Period Certain For annuity commencement date ages 80 and greater the “Period Certain” is as follows:

 

Annuitization Age    Length of Period Certain

Up to age 80

   10

81

   9

82

   8

83

   7

84

   6

85

   5

86

   4

87

   3

88

   2

89

   1

90 through 95

   0

[The following text will not appear for Inherited Traditional/Roth IRA and Inherited NQ BCO and Non-Spousal Applicable Plan Beneficiary Owned Contracts]

[Amount of Annuity Benefit (see Section 7.05 of the Contract):

The amount applied to provide the Annuity Benefit will be (1) the Annuity Account Value for any life annuity form or (2) the Cash Value for any annuity certain (an annuity form which does not guarantee payments for a person’s lifetime) except that, if the period certain is more than five years, the amount applied will be no less than 95% if available, of the Annuity Account Value.]

Conditions for Payment - (Interest Rate to be Applied in Adjusting for Misstatement of Age or Sex) (see Section 7.06 of the Contract):

[6%] per year

Conditions for Payment - (Minimum Amount to be Applied to an Annuity) (see Section 7.06 of the Contract): [$2,000], as well as minimum of [$20] for initial monthly annuity payment.

 

2021DPADV-IE-Z     Data Page 10


PART C – This part describes certain charges in your Contract.

Administrative and Other Charges Deducted from Annuity Account Value (see Section 8.02 of the Contract):

[Contract Maintenance Fee:] There is a [$50] [Contract Maintenance Fee] if your Annuity Account Value is less than [$35,000] on your Contract Date Anniversary.

[Beginning on the [Income Edge Series] effective date, the [Contract Maintenance Fee] will be permanently waived.]

[The above charges, if applicable, will be deducted from your Annuity Account Value in the Variable Investment Options on a pro-rata basis. We will deduct these charges on each Contract Date Anniversary before the deduction of any other charges. These charges will be deducted for the portion of any Contract Year in which a Death Benefit is paid, the Annuity Account Value is applied to purchase an Annuity Benefit, or the Contract is surrendered. If there is insufficient value or no value in the Variable Investment Options, any remaining portion of the charge(s) or the total amount of the charge(s), as applicable, will be deducted from the Dollar Cost Averaging program.]

Transfer Charges (see Section 8.02 of the Contract):

Currently, the number of free transfers is [unlimited], subject to the terms of Sections 5.01 and 8.03. However, we reserve the right to limit the number of free transfers to [12] transfers per Contract Year.

[For each additional transfer in excess of the free transfers, we will charge the lesser of [$25] or [2%] of each transaction amount at the time each transfer is processed. Transfers under any Dollar Cost Averaging program that is available, will not count towards the number of free transfers in a Contract Year [or Annuity Payout Year, if applicable] for the purposes of this charge. The Charge is deducted from the Variable Investment Options from which each transfer is made on a pro-rata basis. This charge may change, subject to a maximum of $[35] for each transaction.]

 

2021DPADV-IE-Z     Data Page 11


Contract Fee (see Section 8.05 of the Contract):

[Contract Fee as applied to the Variable Investment Options:]

Annual Rate of [0.25%] (equivalent to a daily rate of [0.000686%]) [plus any applicable VIO Facilitation Charge up to an annual rate equal to [0.65%] (equivalent to a daily rate of [0.001787%]).]

The Contract Fee includes the following charges:

  Operations Fee:    Annual rate of [0.15%]
  Administration Fee:    Annual rate of [0.10%]
            Distribution Fee:    Annual rate of [0.00%]
  [Variable Investment Option Facilitation Charge:    Annual rate up to [0.65%]

The Variable Investment Option (“VIO”) Facilitation Charge applies to certain VIOs as indicated in the VIOs listed in Part B of these Data Pages. Unless otherwise specified, for VIOs indicated with

 

  a single*       the annual rate is [0.25%] (equivalent to a daily rate of
[.000686%]).
  a double**   the annual rate is [0.35%] (equivalent to a daily rate of
[.000961%]).
 

a triple***    the annual rate is [0.65%] (equivalent to a daily rate of

[.001787%]).

We may indicate a VIO Facilitation Charge up to the maximum specified above for Variable Investment Options made available under this Contract subsequent to its Issue Date]

[This text will only appear when the SIO Rider is available.]

[Contract Fee as applied to the Structured Investment Option:

The Contract Fee is equal to an annual rate of [0.25%] of the Segment Investment of each Segment for the Segment Duration.

On the Segment Maturity Date, we determine the Segment Maturity Value which reflects the deduction of the Contract Fee in the Segment Rate of Return.

The Segment Interim Value for a Segment will reflect a deduction of the Contract Fee corresponding to the elapsed portion of the Segment Duration. This means your Contract Fee is determined by multiplying the number of calendar days elapsed in your Segment by the Contract Fee expressed as a daily rate and multiplying that by your Segment Investment. This determines your Contract Fee reflected in the Segment Interim Value.

The Segment Investment is adjusted on a pro-rata basis for withdrawals and transfers of the Segment Investment out of the Structured Investment Option and the portion of the Contract Fee that is attributable to the amount withdrawn and transferred.

[The Contract Fee does not apply to amounts held in the Segment Type Holding Account.]]

 

2021DPADV-IE-Z     Data Page 12


[Breakpoint Credit: An amount of [0.025%] will be accrued on each quarterversary when your Annuity Account Value on any such quarterversary is equal to or greater than [$500,000 and up to $999,999.99] or an amount of [0.0375%] will be accrued on each quarterversary when your Annuity Account Value on any such quarterversary is equal to or greater than [$1,000,000]. An annual amount of up to [0.10%] or [0.15%] whichever is applicable based on the prior sentence, or any weighted composite thereof (the “Credit”) will be applied on a pro-rata basis to your Annuity Account Value on your Contract Date Anniversary. [The Breakpoint Credit Amount is applied proportionally to amounts in the Variable Investment Options and the Structured Investment Option. The Breakpoint Credit Amount applicable to amounts in the Variable Investment Options is applied on a pro-rata basis among the Variable Investment Options. The Breakpoint Credit Amount applicable to amounts in the Structured Investment Option, including amounts in the Segment Type Holding Account, is applied to the [EQ/Money Market Fund], which is subject to the Contract Fee.]

The Credit is not considered a Contribution, but will be applied as a reduction against your Contract Fee. Any accrued Credit will be applied on a pro-rata basis to your Annuity Account Value on the Transaction Date of any surrender or annuitization or the Payment Transaction Date pursuant to your death.

[If you elect [Income Edge Series], each quarterversary beginning on the [Income Edge Series] Effective Date will be based on your [Income Edge Series] Anniversary Date, as described in the Endorsement Applicable to Non-Qualified [Income Edge Series] Payment Plan and any Credits accrued through the [Income Edge Series] Effective Date will be applied on a pro-rata basis to your Annuity Account Value on the [Income Edge Series] Effective Date. Thereafter, the Credit will be applied, if applicable, on a pro-rata basis to your Annuity Account Value on your [Income Edge Series] Anniversary Date.]

“Quarterversary” means a valuation date that occurs every three months on the same calendar day as the Contract Date.    The first Quarterversary will be three months following the Contract Date except for the fourth Quarterversary which will occur on the Contract Date Anniversary.

“Valuation Day” means for each Quarterversary (with the exception of the fourth quarter of the Contract Year) the same day of the month as the Contract Date. If that date is not a Business Day on any Quarterversary, the Valuation Day will be on the next Business Day. If there is a non-scheduled non-Business Day on the Valuation Day, the credit calculation will be processed on the next available Business Day. For Contracts with a Contract Date Anniversary after the [28th] of the month, the Valuation Day will be on the first Business Day of the following month. In the fourth Quarterversary of each Contract Year, the Valuation Day will be on the Contract Date Anniversary. If the Contract Date Anniversary occurs on a day other than a Business Day, the Valuation Day will be the Business Day immediately preceding the Contract Date Anniversary.]

Third Party Transfer Charge (see Section 8.07 of the Contract): We reserve the right to deduct a charge from the amounts withdrawn, which is no greater than $125 per occurrence for a direct rollover, direct transfer, or 1035 exchange from this Contract and transferred to a third party, or to another company, or in connection with an exchange of this Contract for a Contract issued by another company. The current charge is [$65]. This charge will be deducted from the amount disbursed.

 

2021DPADV-IE-Z     Data Page 13


Duplicate Report/Statement Charge (see Section 9.04 of the Contract): We reserve the right to deduct a charge which is no greater than $35.00 per copy of the reports and statements described in Section 9.04. The current charge is [$0.00].

This charge will be deducted from the Annuity Account Value in the Variable Investment Options on a pro rata basis. If there is insufficient value or no value in the Variable Investment Options, any remaining portion of the charge or the total amount of the charge, as applicable, will be deducted from the Dollar Cost Averaging program.

[The following text will appear in the Data Pages if the Alternate Payment Method applies:]

[Check Preparation Charge (see Section 9.07 of the Contract): Alternate Payment Method We will pay all amounts due under this Contract by direct deposit to a bank account that accepts such deposits provided that you have given us authorization, and the information we need to initiate the deposit, in a form acceptable to us. If you have not provided such authorization and information, we will make the payment by check drawn on a bank located in the United States (subject to any check preparation charge specified herein) or by any other method to which you and we agree. All payments will be made in U.S. Dollars. Any Check Preparation Charge will not exceed $85. The current charge is [$0.00].]

[This text will appear when the Check Preparation Charge is greater than $0.00]

This charge will be deducted from the amount disbursed.

 

2021DPADV-IE-Z     Data Page 14

Form of Data Pages 2021DPB-IE-Z

DATA

PART A — This part lists your personal data.

 

Owner:   

[JOHN DOE]

  

Age: [60]

  

Sex: [Male]

            [Available only under NQ Contracts]

     

            [Joint Owner:

  

          [JANE DOE]

  

          Age: [55]

  

          Sex: [Female]]

Annuitant:   

[JOHN DOE]

  

Age: [60]

  

Sex: [Male]

[Applicable for NQ Contracts]

[Joint Annuitant:      [JANE DOE] Age: [55]      Sex: [Female]]

[Applicable to Inherited IRA/Roth IRA and Inherited NQ Contracts]

  [Owner:]      [JOHN DOE JR. as beneficiary of JOHN DOE SR’s. [Traditional IRA]
       [Roth IRA][Non-Qualified]]
       [If the Owner is a trust, then the Annuitant must be the oldest beneficiary of the trust.]

[If the Owner is the sole spousal beneficiary under the deceased Owner’s [Traditional IRA][Roth IRA][Non-Qualified] then the following designation will appear after the Owner’s name:]

    [“Special Surviving Spouse”]

[Deceased Owner of Original [Traditional IRA][Roth IRA][Non-Qualified]:]    

        [John Doe, Sr.]

[Date of Death of Original [Traditional IRA][Roth IRA][Non-Qualified] Owner:]     

        [xx/xx/xx]

[Applicable to Non-Spousal Beneficiary Continuation Option Tax-Qualified Retirement Plan Funds Direct Rollover to Traditional IRA Contracts]

 

  [Owner:]      [JOHN DOE JR. as beneficiary of JOHN DOE SR’s. Applicable Plan]
       [If the Owner is a trust, then the Annuitant must be the oldest beneficiary of the trust.]

[Deceased Participant of Original Applicable Plan:]                                   [John Doe, Sr.]

[Date of Death of Deceased Participant of Original Applicable Plan:]    [xx/xx/xx]

[Applicable to Qualified Plan and SEP-IRA Contracts]

  [Employer:]   [ABC Company]

[Applicable to Qualified Plan Contracts]

  [Plan:]            [ABC Company Plan]

Beneficiary:     [JANE DOE]

Contract Number:            [00000]

 

2021DPB-IE-Z     Data Page 1


Endorsement(s) Attached:

[Market Segment Endorsement(s)]

[Endorsement Applicable to Non-Qualified Contracts

Endorsement Applicable to Qualified Defined Contribution Plans

Endorsement Applicable to Qualified Defined Benefit Plans

Endorsement Applicable to Traditional IRA Contracts

Endorsement Applicable to Roth IRA Contracts

Endorsement Applicable to SEP-IRA Contracts

Inherited Traditional IRA Beneficiary Continuation Option (BCO) Endorsement

Inherited Roth IRA Beneficiary Continuation Option (BCO) Endorsement

Inherited Non-Qualified Payout Endorsement

Endorsement Applicable to Non-Qualified [Income Edge Series] Payment Programs

Endorsement Applicable to Contract Continuation and Its Effect on an Optional

Benefit Rider

MSCI Disclosure Endorsement]

[Optional Rider(s) Attached:

[Structured Investment Option Rider]

[[Return of Premium] Guaranteed Minimum Death Benefit Rider]]

 

Issue Date:      [January 1, 2021]
Contract Date:      [January 1, 2021]
[Maturity Date:      [January 1, 2056]

Your Annuity Commencement Date under a traditional annuity payout as described in Part VII of your Contract may not be prior to thirteen months from the Contract Date nor may your Maturity Date be later than the Contract Date Anniversary which follows the Annuitant’s [95th] birthday. (see Section 7.02) The Maturity Date is based on the Annuitant’s date of birth and will not change under the Contract except as described in Section 7.02 [and the next paragraph]. If there is a successor Annuitant named under the Contract, the Maturity Date will not change and will continue to be based on the original Annuitant’s date of birth.

[Applicable to IRA Contract Owners only]

[If you die and your spouse elects to continue this Contract (“Spousal Continuation”), your spouse then becomes the Annuitant under the Contract and his/her date of birth will determine the Maturity Date.]

[Applicable to NQ Contract Owners only]

[If you die and your spouse elects to continue this Contract (“Spousal Continuation”), if you were also the sole Annuitant under the Contract, your spouse then becomes the Annuitant under the Contract and his/her date of birth will determine the Maturity Date. However, if your age did not originally determine the Maturity Date under the Contract, your spouse may elect to become the Annuitant, superseding any named Annuitant and your spouse’s date of birth will determine the Maturity Date.]

[For NQ Contracts with Joint Annuitants] [For Contracts with Joint Annuitants, the age of the older Annuitant determines the Maturity Date.]

You may request in writing to us an Annuity Commencement Date earlier than the Maturity Date shown above. Such request must be received by the Processing Office at least [60] days prior to the Annuity Commencement Date you request.]

 

2021DPB-IE-Z     Data Page 2


[Applicable to Inherited Traditional IRA/Roth IRA including Non-Spousal Applicable Plan Beneficiary Owned (also referred to as “Non-Spousal QP Direct Rollover to an Inherited IRA/Roth BCO”) Contract]

[BCO Distribution Commencement Date:       [xx/xx/xx]]

[Applicable to Inherited NQ Contracts]

[Required Payment Starting Date:       [xx/xx/xx]]

 

2021DPB-IE-Z     Data Page 3


PART B — This part describes certain provisions of your Contract.

 

Initial Contribution Received:       [$105,000.00]

[The Structured Investment Option (SIO) text will appear when the SIO Rider is available.]

 

[STRUCTURED INVESTMENT OPTION (See Section 2A.09 of Structured Investment Option Rider )

 

   

Segment

Duration

(Year(s))

 

Segment

Buffer
    

 

Percentage

Allocated
    

    

Amount

Allocated
    

 

[S&P 500

    1 Year    -10%     

Russell 2000

    1 Year    -10%     

MSCI EAFE ET

    1 Year    -10%     

NASDAQ 100

    1 Year    -10%     

MSCI Emerging Markets

    1 Year    -10%     

[S&P 500 [Step Up]

  1 Year   -10%     

Russell 2000 [Step Up]

  1 Year   -10%     

MSCI EAFE [Step Up]

  1 Year   -10%]]]     

 

 

VARIABLE INVESTMENT OPTION (See Section 2.01 of the Contract)

Set forth below are the initial Variable Investment Options available. Your initial allocation is shown.

 

                Variable Investment Options
    
   

Amount

Allocated

[EQ/Aggressive Allocation

    [$52,500]

EQ/All Asset Growth Allocation

    [$52,500]

EQ/Conservative Allocation

EQ/Moderate Allocation

EQ/Moderate-Plus Allocation

1290 VT DoubleLine Dynamic Allocation

American Funds Insurance Series Asset Allocation Fund

BlackRock Global Allocation V.I. Fund

EQ/AB Dynamic Moderate Growth

First Trust/Dow Jones Dividend & Income Allocation Portfolio

First Trust Multi Income Allocation Portfolio

Franklin Allocation VIP Fund

Franklin Income VIP Fund

Franklin Mutual Shares VIP Fund

Invesco V.I. Balanced-Risk Allocation Fund

Janus Henderson Balanced Portfolio

 

2021DPB-IE-Z     Data Page 4


JPMorgan Insurance Trust Global Allocation Portfolio

JPMorgan Insurance Trust Income Builder Portfolio

PIMCO Global Managed Asset Allocation Portfolio

Putnam VT Global Asset Allocation Fund

1290 VT Convertible Securities

1290 VT GAMCO Mergers & Acquisitions

1290 VT Multi-Alternative Strategies

Eaton Vance VT Floating-Rate Income Fund

PIMCO VIT Emerging Markets Bond Portfolio

Templeton Global Bond VIP Fund

1290 VT Natural Resources

PIMCO VIT CommodityRealReturn Strategy Portfolio

1290 VT Real Estate

EQ/Invesco Global Real Estate

EQ/MFS Technology

EQ/MFS Utilities Series

EQ/T. Rowe Price Health Sciences

EQ/Wellington Energy

Invesco V.I. Health Care Fund

Multimanager Technology Portfolio

1290 VT Equity Income

AB VPS Growth and Income Portfolio

EQ/BlackRock Basic Value Equity

EQ/JPMorgan Value Opportunities

EQ/Large Cap Value Index

Janus Henderson U.S. Low Volatility Portfolio

MFS Value Series

T. Rowe Price Equity-Income Portfolio-II

American Funds Insurance Series Growth-Income Fund

ClearBridge Variable Dividend Strategy Portfolio

EQ/ClearBridge Select Equity Managed Volatility

EQ/Common Stock Index

EQ/Equity 500 Index

EQ/Fidelity Institutional AM Large Cap

EQ/Franklin Rising Dividends

MFS Investors Trust Series

MFS Research Series

Putnam VT Research Fund

1290 VT Socially Responsible Portfolio

ClearBridge Variable Aggressive Growth Portfolio

EQ/ClearBridge Large Cap Growth

EQ/Large Cap Growth Index

EQ/Loomis Sayles Growth

EQ/T. Rowe Price Growth Stock

EQ/American Century Mid Cap Value

EQ/Mid Cap Index

Fidelity® VIP Mid Cap Portfolio

EQ/Janus Enterprise

Federated Hermes Kaufmann Fund II

1290 VT GAMCO Small Company Value

1290 VT Small Cap Value

 

2021DPB-IE-Z     Data Page 5


AB VPS Small/Mid Cap Value Portfolio

1290 VT Microcap

EQ/Small Company Index

Invesco V.I. Small Cap Equity Fund

EQ/AB Small Cap Growth

American Funds Insurance Series International Growth and Income Fund

EQ/International Equity Index

EQ/Invesco International Growth

EQ/MFS International Growth

EQ/MFS International Intrinsic Value

American Funds Insurance Series New World Fund

Delaware VIP Emerging Markets Series

EQ/Emerging Markets Equity PLUS

EQ/Lazard Emerging Markets Equity

1290 VT Low Volatility Global Equity

1290 VT SmartBeta Equity

AB VPS Global Thematic Growth Portfolio

American Century VP Inflation Protection Fund

American Funds Insurance Series Global Growth Fund

American Funds Insurance Series Global Small Capitalization Fund

EQ/Invesco Global Portfolio

1290 VT DoubleLine Opportunistic Bond

Delaware VIP Diversified Income Series

EQ/Core Bond Index

EQ/Intermediate Government Bond

EQ/PIMCO Total Return

Janus Henderson Flexible Bond Portfolio

EQ/PIMCO Global Real Return Portfolio

Fidelity VIP Strategic Income Portfolio

Lord Abbett Bond Debenture

PIMCO VIT Income Portfolio

Putnam VT Diversified Income Fund

Delaware VIP Limited-Term Diversified Income Series

EQ/AB Short Duration Government Bond

EQ/PIMCO Ultra Short Bond

1290 VT High Yield Bond

Federated Hermes High Income Bond Fund II

Invesco V.I. High Yield Fund

PIMCO VIT Global Bond Opportunities Portfolio (Unhedged)

EQ/Money Market]

[An asterisk (either *, ** or ***), identifies Variable Investment Options to which certain charges under Part C apply.]

Total (Amount Allocated to Variable Investment Options):                                              [$105,000.00]

The Variable Investment Options shown above are Variable Investment Options of our Separate Account No. [70A].

 

2021DPB-IE-Z     Data Page 6


Allocations must be in whole numbers and must total 100%. The maximum number of Variable Investment Options that may be active under your Contract at any given time is [168]. You may not allocate amounts to more than [100] Variable Investment Options at any one time. [If you have Structured Investment Option allocations, the rules applicable to the maximum number of Investment Options are described in Section 3A.01 of the Structured Investment Option Rider and will supersede the maximum shown here.]

 

2021DPB-IE-Z     Data Page 7


Contributions and Allocations (See Sections 3.01 and 3.02 of the Contract):

Contribution Limits and Requirements:             Initial Contribution minimum: [$10,000]

Subsequent Contribution minimum: [$500] [Subsequent Contributions can be made through the older of the original Annuitant’s and Owner’s age [85] or if later, the first Contract Date Anniversary.]

We may discontinue acceptance of Contributions under the Contract upon [45 days] advance written notice to you. Any change in limitations or discontinuation of Contributions will be implemented to manage the financial risk to the Company in the event market and/or economic conditions decline.

[Cumulative Contribution Limit]

[We may refuse to accept any Contribution if the sum of all Contributions under all [“Investment Edge”] Series Contracts with the same Annuitant or Owner would then total more than [$1,500,000]. [We may refuse to accept any Contribution if the sum of all Contributions under all [“Investment Edge”, “Accumulator” and “Retirement Cornerstone”] Series Contracts with the same Annuitant or Owner would then total more than [$2,500,000].]

We may refuse to accept any Contribution if the source of such Contribution is an existing Equitable Contract.

Transfer Rules (see Section 4.02 of the Contract): Transfer requests must be in writing and delivered by U.S. mail to our Processing Office unless we accept an alternative form of communication (such as internet, fax or automated telephone). The use of alternative forms of communication is subject to our rules then in effect for each such service. We may provide information about our rules and the use of communications services in the Contract prospectus, prospectus supplements or other notifications, as mailed to your last known address in our records from time to time. Any alternative form of communication that we make available may be changed or discontinued at any time. Communications services may be restricted or denied if we determine that you used such services for market timing or other trading strategies that may disrupt operation of a Variable Investment Option or have a detrimental effect on the unit value of any Variable Investment Option.

We reserve the right to:

  a)

limit transfers among or to the Variable Investment Options to no more than once every [30] days,

  b)

require a minimum time period between each transfer into or out of one or more specified Variable Investment Options,

  c)

establish a maximum dollar amount that may be transferred by an Owner on any Transaction Date among Variable Investment Options,

  d)

reject transfer requests from a person acting on behalf of multiple Contract Owners unless pursuant to a trading authorization agreement that we have accepted,

  e)

restrict or prohibit transfers in connection with execution of Investment Fund instructions to restrict or prohibit purchases or redemptions of fund shares or to collect a redemption fee on transfers involving fund shares,

  f)

impose conditions or limitations on transfer rights, restrict transfers or refuse any particular transfer if we are concerned that market timing, excessive trading or other trading strategies may disrupt operation of a Variable Investment Option or may have a detrimental effect on the unit value of any Variable Investment Option or determine that you have engaged in any such strategy.

 

2021DPB-IE-Z     Data Page 8


[This text will only appear when the SIO Rider is available.]

[Transfer Rules applicable to the Structured Investment Option are shown in the Structured Investment Option Rider.]

Withdrawals (see Section 5.01 of the Contract): Lump Sum Withdrawals: The Lump Sum Withdrawal minimum amount is [$300]. [Applicable to QP-DB and QP-DC market segments only:] [Amounts withdrawn to pay Third Party Administrator (TPA) fees are not subject to this minimum withdrawal amount.]

Withdrawals will be withdrawn on a pro rata basis from your Annuity Account Value in the Variable Investment Options. If there is insufficient value or no value in the Variable Investment Options, any additional amount required or the total amount of the withdrawal, as applicable, will be withdrawn from the Account for Dollar Cost Averaging.

[This text will only appear when the SIO Rider is available.]

[Withdrawal Rules applicable to the Structured Investment Option are shown in the Structured Investment Option Rider.]

[The following text is applicable to Traditional IRA Contracts]

[Automatic Required Minimum Distribution Withdrawals: The Automatic Required Minimum Distribution Withdrawal minimum initial amount is [$250]. See Endorsement Applicable to Traditional IRA Contracts].

[Amounts withdrawn to pay a Third Party Investment Advisor (TPIA) or a Registered Investment Advisor (RIA) fees are limited to [2%] of the AAV on the [first] Business Day of your Contract Year [or Annuity Payout Year, if applicable] and are not subject to this minimum withdrawal amount. You may elect to make such withdrawals on a [quarterly, semi-annual or annual] basis.]

Contract Termination (see Section 5.02 of the Contract):

Requests for a withdrawal must be for either (a) 90% or less of the Cash Value or (b) 100% of the Cash Value (surrender of the Contract). A request for more than 90% of the Cash Value will be considered a request to withdraw 100% of the Cash Value and this Contract will terminate.

If a withdrawal is made that would result in a Cash Value less than [$500], we will so advise you and have the right to pay you such Value. In that case, this Contract will terminate.

This Contract (including any attached Endorsements and Riders) will terminate if there is no Annuity Account Value.

 

2021DPB-IE-Z     Data Page 9


[The following text will not appear for Inherited Traditional/Roth IRA and Inherited NQ BCO and Non-Spousal Applicable Plan Beneficiary Owned Contracts]

Annuity Benefit Forms - (Normal Form of Annuity Benefit) (see Section 7.04 of the Contract):

Life Annuity 10 Year Period Certain For annuity commencement date ages 80 and greater the “Period Certain” is as follows:

 

Annuitization Age

   Length of Period Certain
Up to age 80    10
81    9
82    8
83    7
84    6
85    5
86    4
87    3
88    2
89    1
90 through 95    0

[The following text will not appear for Inherited Traditional/Roth IRA and Inherited NQ BCO and Non-Spousal Applicable Plan Beneficiary Owned Contracts]

[Amount of Annuity Benefit (see Section 7.05 of the Contract):

The amount applied to provide the Annuity Benefit will be (1) the Annuity Account Value for any life annuity form or (2) the Cash Value for any annuity certain (an annuity form which does not guarantee payments for a person’s lifetime) except that, if the period certain is more than five years, the amount applied will be no less than 95% if available, of the Annuity Account Value.]

Conditions for Payment - (Interest Rate to be Applied in Adjusting for Misstatement of Age or Sex) (see Section 7.06 of the Contract):

[6%] per year

Conditions for Payment - (Minimum Amount to be Applied to an Annuity) (see Section 7.06 of the Contract): [$2,000], as well as minimum of [$20] for initial monthly annuity payment.

 

2021DPB-IE-Z     Data Page 10


PART C – This part describes certain charges in your Contract.

Withdrawal Charges (see Section 8.01 of the Contract): A Withdrawal Charge will be imposed as a percentage of each Contribution made to the extent that a withdrawal exceeds the Free Withdrawal Amount as discussed in Section 8.01, if the Contract is surrendered to receive the Cash Value, or to annuitize to a non-life contingent Annuity Benefit, if available. We determine the Withdrawal Charge separately for each Contribution in accordance with the table below.

 

Contract Year

  

Percentage of

Contributions

1

2

3

4

5

                6 and later

  

6.00%

6.00%

5.00%

4.00%

3.00%

0.00%

The applicable Withdrawal Charge percentage is determined by the Contract Year in which the withdrawal is made or the Contract is surrendered, beginning with ‘‘Contract Year 1’’ with respect to each Contribution withdrawn or surrendered. For purposes of the table, for each Contribution, the Contract Year in which we receive that Contribution is ‘‘Contract Year 1.’’

Withdrawal Charges will be deducted from the [Variable] Investment Options from which each withdrawal is made in proportion to the amount being withdrawn from each Variable Investment Option.

Your years of participation under the Prior Contract or years since Contributions were made under the Prior Contract, if applicable, may be included for purposes of determining the Withdrawal Charge.

Withdrawals reduce your Annuity Account Value by the amount of the withdrawal you request. Any applicable Withdrawal Charge will be imposed on such withdrawal amount and will further reduce your Annuity Account Value. [Your GMDB Benefit Base is reduced by this aggregate amount on a pro-rata basis, as described in your GMDB Rider.]

Free Withdrawal Amount (see Section 8.01 of the Contract): [10%] of the Annuity Account Value at the beginning of the Contract Year, minus any amount previously withdrawn during the Contract Year. In the first Contract Year amounts received within [90 days] of the Contract Date are included for purposes of calculating the Free Withdrawal Amount. Amounts withdrawn up to the Free Withdrawal Amount will not be deemed a withdrawal of Contributions for the purpose of calculating a Withdrawal Charge.

Withdrawals in excess of the Free Withdrawal Amount will be deemed withdrawals of Contributions in the order in which they were made (that is, the first-in, first-out basis will apply).

The Free Withdrawal Amount does not apply when calculating the Withdrawal Charge applicable upon a surrender.

 

2021DPB-IE-Z     Data Page 11


Administrative and Other Charges Deducted from Annuity Account Value (see Section 8.02 of the Contract):

[Contract Maintenance Fee:] There is a [$50] [Contract Maintenance Fee] if your Annuity Account Value is less than [$35,000] on your Contract Date Anniversary.

[Beginning on the [Income Edge Series] effective date, the [Contract Maintenance Fee] will be permanently waived.]

[The above charge, if applicable, will be deducted from your Annuity Account Value in the Variable Investment Options on a pro-rata basis. We will deduct this charge on each Contract Date Anniversary before the deduction of any other charges. This charge will be deducted for the portion of any Contract Year in which a Death Benefit is paid, the Annuity Account Value is applied to purchase an Annuity Benefit, or the Contract is surrendered. If there is insufficient value or no value in the Variable Investment Options, any remaining portion of the charge or the total amount of the charge, as applicable, will be deducted from the Dollar Cost Averaging program.]

Transfer Charges (see Section 8.03 of the Contract):

Currently, the number of free transfers is [unlimited], subject to the terms of Sections 5.01 and 8.04. However, we reserve the right to limit the number of free transfers to [12] transfers per Contract Year.

[For each additional transfer in excess of the free transfers, we will charge the lesser of [$25] or [2%] of each transaction amount at the time each transfer is processed. Transfers under any Dollar Cost Averaging program that is available, will not count towards the number of free transfers in a Contract Year [or Annuity Payout Year, if applicable] for the purposes of this charge. The Charge is deducted from the [Variable] Investment Options from which each transfer is made on a pro-rata basis. This charge may change, subject to a maximum of [$35] for each transaction.]

 

2021DPB-IE-Z     Data Page 12


Contract Fee (see Section 8.05 of the Contract):

[Contract Fee as applied to the Variable Investment Options:]

Annual Rate of [1.00%] (equivalent to a daily rate of [0.002753%]) [plus any applicable VIO Facilitation Charge up to an annual rate equal to [0.65%] (equivalent to a daily rate of [0.001787%]).]

The Contract Fee includes the following charges:

Operations Fee: Annual rate of [0.60%]

Administration Fee:                                                             Annual rate of [0.30%]

Distribution Fee:                                                                  Annual rate of [0.10%]

[Variable Investment Option Facilitation Charge:              Annual rate up to [0.65%]

The Variable Investment Option (“VIO”) Facilitation Charge applies to certain VIOs as indicated in the VIOs listed in Part B of these Data Pages. Unless otherwise specified, for VIOs indicated with

 

  a single*   the annual rate is [0.25%] (equivalent to a daily rate of [.000686%]).
  a double**   the annual rate is [0.35%] (equivalent to a daily rate of [.000961%]).
  a triple***   the annual rate is [0.65%] (equivalent to a daily rate of [.001787%]).

We may indicate a VIO Facilitation Charge up to the maximum specified above for Variable Investment Options made available under this Contract subsequent to its Issue Date.]

[This text will only appear when the SIO Rider is available.]

[Contract Fee as applied to the Structured Investment Option:

The Contract Fee is equal to an annual rate of [1.00%] of the Segment Investment of each Segment for the Segment Duration.

On the Segment Maturity Date, we determine the Segment Maturity Value which reflects the deduction of the Contract Fee in the Segment Rate of Return.

The Segment Interim Value for a Segment will reflect a deduction of the Contract Fee corresponding to the elapsed portion of the Segment Duration. This means your Contract Fee is determined by multiplying the number of calendar days elapsed in your Segment by the Contract Fee expressed as a daily rate and multiplying that by your Segment Investment. This determines your Contract Fee reflected in the Segment Interim Value.

The Segment Investment is adjusted on a pro-rata basis for withdrawals and transfers of the Segment Investment out of the Structured Investment Option and the portion of the Contract Fee that is attributable to the amount withdrawn and transferred.

 

2021DPB-IE-Z     Data Page 13


[The Contract Fee does not apply to amounts held in the Segment Type Holding Account.]]

[Breakpoint Credit: An amount of [0.025%] will be accrued on each quarterversary when your Annuity Account Value on any such quarterversary is equal to or greater than [$500,000 and up to $999,999.99] or an amount of [0.0375%] will be accrued on each quarterversary when your Annuity Account Value on any such quarterversary is equal to or greater than [$1,000,000]. An annual amount of up to [0.10%] or [0.15%] whichever is applicable based on the prior sentence, or any weighted composite thereof (the “Credit”) will be applied on a pro-rata basis to your Annuity Account Value on your Contract Date Anniversary. [The Breakpoint Credit Amount is applied proportionally to amounts in the Variable Investment Options and the Structured Investment Option. The Breakpoint Credit Amount applicable to amounts in the Variable Investment Options is applied on a pro-rata basis among the Variable Investment Options. The Breakpoint Credit Amount applicable to amounts in the Structured Investment Option, including amounts in the Segment Type Holding Account, is applied to the [EQ/Money Market Fund], which is subject to the Contract Fee.]

The Credit is not considered a Contribution, but will be applied as a reduction against your Contract Fee. Any accrued Credit will be applied on a pro-rata basis to your Annuity Account Value on the Transaction Date of any surrender or annuitization or the Payment Transaction Date pursuant to your death.

[If you elect [Income Edge Series], each quarterversary beginning on the [Income Edge Series] Effective Date will be based on your [Income Edge Series] Anniversary Date, as described in the Endorsement Applicable to Non-Qualified [Income Edge Series] Payment Plan and any Credits accrued through the [Income Edge Series] Effective Date will be applied on a pro-rata basis to your Annuity Account Value on the [Income Edge Series] Effective Date. Thereafter, the Credit will be applied, if applicable, on a pro-rata basis to your Annuity Account Value on your [Income Edge Series] Anniversary Date.]

“Quarterversary” means a valuation date that occurs every three months on the same calendar day as the Contract Date. The first Quarterversary will be three months following the Contract Date except for the fourth Quarterversary which will occur on the Contract Date Anniversary.

“Valuation Day” means for each Quarterversary (with the exception of the fourth quarter of the Contract Year) the same day of the month as the Contract Date. If that date is not a Business Day on any Quarterversary, the Valuation Day will be on the next Business Day. If there is a non-scheduled non-Business Day on the Valuation Day, the credit calculation will be processed on the next available Business Day. For Contracts with a Contract Date Anniversary after the [28th] of the month, the Valuation Day will be on the first Business Day of the following month. In the fourth Quarterversary of each Contract Year, the Valuation Day will be on the Contract Date Anniversary. If the Contract Date Anniversary occurs on a day other than a Business Day, the Valuation Day will be the Business Day immediately preceding the Contract Date Anniversary.]

Third Party Transfer Charge (see Section 8.07 of the Contract): We reserve the right to deduct a charge from the amounts withdrawn, which is no greater than $125 per occurrence for a direct rollover, direct transfer, or 1035 exchange from this Contract and transferred to a third party, or to another company, or in connection with an exchange of this Contract for a Contract issued by another company. The current charge is [$65]. This charge will be deducted from the amount disbursed.

 

2021DPB-IE-Z     Data Page 14


Duplicate Report/Statement Charge (see Section 9.04 of the Contract): We reserve the right to deduct a charge which is no greater than $35.00 per copy of the reports and statements described in Section 9.04. The current charge is [$0.00].

This charge will be deducted from the Annuity Account Value in the Variable Investment Options on a pro rata basis. If there is insufficient value or no value in the Variable Investment Options, any remaining portion of the charge or the total amount of the charge, as applicable, will be deducted from the Dollar Cost Averaging program.

[The following text will appear in the Data Pages if the Alternate Payment Method applies:]

[Check Preparation Charge (see Section 9.07 of the Contract): Alternate Payment Method We will pay all amounts due under this Contract by direct deposit to a bank account that accepts such deposits provided that you have given us authorization, and the information we need to initiate the deposit, in a form acceptable to us. If you have not provided such authorization and information, we will make the payment by check drawn on a bank located in the United States (subject to any check preparation charge specified herein) or by any other method to which you and we agree. All payments will be made in U.S. Dollars. Any Check Preparation Charge will not exceed $85. The current charge is [$0.00].]

[This text will appear when the Check Preparation Charge is greater than $0.00]

This charge will be deducted from the amount disbursed.

 

2021DPB-IE-Z     Data Page 15


PART D – This part describes waivers of certain charges in your Contract.

Withdrawal Charge Waivers - In accordance with Section 8.01 of the Contract, we reserve the right to reduce or waive the Withdrawal Charge.

For Waivers 3, 4 and 5 specified below, there is a twelve month ineligibility period (the period during which you are ineligible to receive the waiver benefit), beginning on the Contract Date of this Contract and ending on the first Contract Date Anniversary. Once the ineligibility period has expired, the Owner (herein referred to as “the claimant”) may submit a claim for any such waiver. The claim must be submitted on our Withdrawal Charge waiver form within 10 Business Days of submitting the withdrawal request before any waiver benefit is provided. If the Withdrawal Charge waiver form is not submitted within 10 Business Days of the withdrawal request, it is considered that the claimant complied with the claim requirements if the claimant submits written proof covering the occurrence, the character of and the extent of the occurrence for which the claim is made. If the claim is denied by Equitable, the withdrawal will not be processed until the claimant is notified of the denial and is provided with the opportunity to accept or reject the withdrawal proceeds, including any applicable withdrawal charge. The withdrawal shall not prejudice the waiver of any Withdrawal Charge while the Withdrawal Charge waiver benefit is applicable.

For purposes of Withdrawal Charge waiver items 1 through [6] reference to “Owner” means: (a) under Joint Owner Contracts, the older of the Owner and Joint Owner and (b) under Contracts owned by Non-Natural Owner(s), the Annuitant, or the older of the Annuitant and Joint Annuitant, if applicable.

No Withdrawal Charge will apply in these events:

1.

the Owner dies and the Death Benefit is payable;

 

2.

the receipt by us of a properly completed form electing application of the Annuity Account Value to be used to purchase a life annuity, as described in Section 7.05; or

 

3.

the Owner is unable to perform three “activities of daily living” as defined in Items (i) through (vi) and provide documentation satisfactory to us that the Owner is unable to perform three “activities of daily living” as defined in Items (i) through (vi). Such proof must include, but is not limited to, written certification from a U.S. licensed physician. “Physician” means a person, defined in Section 1861(r )(1) of the Social Security Act, who is licensed to practice the healing arts and is performing only those services within the scope of his or her license;

(i) “Bathing” means washing oneself by sponge bath; or in either a tub or shower, including the task of getting into or out of the tub or shower.

(ii) “Continence” means the ability to maintain control of bowel and bladder function; or, when unable to maintain control of bowel or bladder function, the ability to perform associated personal hygiene (including caring for catheter or colostomy bag).

(iii) “Dressing” means putting on and taking off all items of clothing and any necessary braces, fasteners or artificial limbs.

(iv) “Eating” means feeding oneself by food into the body from a receptacle (such as a plate, cup or table) or by a feeding tube or intravenously.

(v) “Toileting” means getting to and from the toilet, getting on and off the toilet, and performing associated personal hygiene.

(vi) “Transferring” means moving into or out of a bed, chair or wheelchair.

 

4.

we receive proof satisfactory to us that the Owner ’s life expectancy is six months or less (such proof must include, but is not limited to, certification by a U.S. licensed physician); or

 

2021DPB-IE-Z     Data Page 16


5.

the Owner has been confined to a nursing home for a 90 day period as verified by a U.S. licensed physician. A nursing home for this purpose means one which is (i) approved by Medicare as a provider of skilled nursing care services, or (ii) licensed as a skilled nursing home by the state or territory in which it is located (it must be within the United States, Puerto Rico, U.S. Virgin Islands, or Guam) and meets all the following:

   

its main function is to provide skilled, intermediate or custodial nursing care;

   

it provides continuous room and board to three or more persons;

   

it is supervised by a registered nurse or practical nurse;

   

it keeps daily medical records of each patient;

   

it controls and records all medications dispensed; and

   

its primary service is other than to provide housing for residents.

[Item 6 below applies to IRA and NQ Contracts]

[6.]

the Spousal Continuation option is elected and the surviving spouse withdraws Contributions made prior to the original Owner’s death. This option is not available with the Inherited Traditional IRA, Inherited Roth IRA, and Inherited Non-Qualified Contracts.

[Item 7 below will apply only to Contract Owners in the market segments under which the Beneficiary Continuation Option is available (NQ, Traditional IRA, Roth IRA, and SEP-IRA)]

[7.]

[a Death Benefit is payable and the Beneficiary Continuation Option is elected.]

[Item 8 below applies to Traditional and SEP IRA Contracts]

[8.]

[a withdrawal is made under our Automatic Required Minimum Distribution Withdrawal Service [or withdrawals made under our Substantially Equal Withdrawal Program]. However, in each Contract Year, the amount of the Required Minimum Distribution [or Substantially Equal Withdrawal] is included in determining whether subsequent withdrawals during the Contract Year exceed the Free Withdrawal Amount.]

[Item 9 below applies to NQ Contracts]

[9.]

[a withdrawal is made under our Substantially Equal Withdrawal Program. However, in each Contract Year, the amount of the Substantially Equal Withdrawal is included in determining whether subsequent withdrawals during the Contract Year exceed the Free Withdrawal Amount.]

[Item 10 applies to Traditional and SEP IRA Contracts]

[10.]

[amounts under this Contract that are directly transferred to an [Investment Edge] Roth IRA Contract of the same class for purposes of a Roth IRA conversion.]

 

[11.]

[a withdrawal is made to pay a TPIA or RIA as described in Section 5.01 and these Data Pages. However, in each Contract Year, the amount of the TPIA or RIA is included in determining whether subsequent withdrawals during the Contract Year exceed the Free Withdrawal Amount. The amounts waived under this waiver will not reduce Contributions under the Contract that are subject to Withdrawal Charges.]

 

2021DPB-IE-Z     Data Page 17

Form of Data Pages 2021DPC-IE-Z

DATA

PART A -- This part lists your personal data.

 

Owner:    [JOHN DOE]   

Age: [60]

  

Sex: [Male]

            [Available only under NQ Contracts]

     
            [Joint Owner:            [JANE DOE]   

        Age: [55]

  

        Sex: [Female]]

Annuitant:   

[JOHN DOE]

  

Age: [60]

  

Sex: [Male]

[Applicable for NQ Contracts]

[Joint Annuitant:      [JANE DOE] Age: [55]      Sex: [Female]]

[Applicable to Inherited IRA/Roth IRA and Inherited NQ Contracts]

  [Owner:]      [JOHN DOE JR. as beneficiary of JOHN DOE SR’s. [Traditional IRA]
       [Roth IRA] [Non-Qualified]]
       [If the Owner is a trust, then the Annuitant must be the oldest beneficiary of the trust.]

[If the Owner is the sole spousal beneficiary under the deceased Owner’s [Traditional IRA][Roth IRA][Non-Qualified] then the following designation will appear after the Owner’s name:]

    [“Special Surviving Spouse”]

[Deceased Owner of Original [Traditional IRA][Roth IRA][Non-Qualified]:]    

        [John Doe, Sr.]

[Date of Death of Original [Traditional IRA][Roth IRA][Non-Qualified] Owner:]     

        [xx/xx/xx]

[Applicable to Non-Spousal Beneficiary Continuation Option Tax-Qualified Retirement Plan Funds Direct Rollover to Traditional IRA Contracts]

 

  [Owner:]      [JOHN DOE JR. as beneficiary of JOHN DOE SR’s. Applicable Plan]
       [If the Owner is a trust, then the Annuitant must be the oldest beneficiary of the trust.]

[Deceased Participant of Original Applicable Plan:]                                 [John Doe, Sr.]

[Date of Death of Deceased Participant of Original Applicable Plan:]   [xx/xx/xx]

[Applicable to Qualified Plan and SEP-IRA Contracts]

  [Employer:]   [ABC Company]

[Applicable to Qualified Plan Contracts]

  [Plan:]            [ABC Company Plan]

Beneficiary:     [JANE DOE]

Contract Number:            [00000]

 

2021DPC-IE-Z     Data Page 1


Endorsement(s) Attached:

[Market Segment Endorsement(s)]

[Endorsement Applicable to Non-Qualified Contracts

Endorsement Applicable to Qualified Defined Contribution Plans

Endorsement Applicable to Qualified Defined Benefit Plans

Endorsement Applicable to Traditional IRA Contracts

Endorsement Applicable to Roth IRA Contracts

Endorsement Applicable to SEP-IRA Contracts

Inherited Traditional IRA Beneficiary Continuation Option (BCO) Endorsement

Inherited Roth IRA Beneficiary Continuation Option (BCO) Endorsement

Inherited Non-Qualified Payout Endorsement

Endorsement Applicable to Non-Qualified [Income Edge Series] Payment Programs

Endorsement Applicable to Contract Continuation and Its Effect on an Optional

Benefit Rider

MSCI Disclosure Endorsement]

[Optional Rider(s) Attached:    

[Structured Investment Option Rider]

[[Return of Premium] Guaranteed Minimum Death Benefit Rider]]

 

  Issue Date:

     [January 1, 2021]

  Contract Date:

     [January 1, 2021]

  [Maturity Date:

     [January 1, 2056]

Your Annuity Commencement Date under a traditional annuity payout as described in Part VII of your Contract may not be prior to thirteen months from the Contract Date nor may your Maturity Date be later than the Contract Date Anniversary which follows the Annuitant’s [95th] birthday. (see Section 7.02) The Maturity Date is based on the Annuitant’s date of birth and will not change under the Contract except as described in Section 7.02 [and the next paragraph]. If there is a successor Annuitant named under the Contract, the Maturity Date will not change and will continue to be based on the original Annuitant’s date of birth.

[Applicable to IRA Contract Owners only]

[If you die and your spouse elects to continue this Contract (“Spousal Continuation”), your spouse then becomes the Annuitant under the Contract and his/her date of birth will determine the Maturity Date.]

[Applicable to NQ Contract Owners only]

[If you die and your spouse elects to continue this Contract (“Spousal Continuation”), if you were also the sole Annuitant under the Contract, your spouse then becomes the Annuitant under the Contract and his/her date of birth will determine the Maturity Date. However, if your age did not originally determine the Maturity Date under the Contract, your spouse may elect to become the Annuitant, superseding any named Annuitant and your spouse’s date of birth will determine the Maturity Date.]

[For NQ Contracts with Joint Annuitants] [For Contracts with Joint Annuitants, the age of the older Annuitant determines the Maturity Date.]

You may request in writing to us an Annuity Commencement Date earlier than the Maturity Date shown above. Such request must be received by the Processing Office at least [60 days] prior to the Annuity Commencement Date you request.]

 

2021DPC-IE-Z     Data Page 2


[Applicable to Inherited Traditional IRA/Roth IRA including Non-Spousal Applicable Plan Beneficiary Owned (also referred to as “Non-Spousal QP Direct Rollover to an Inherited IRA/Roth BCO”) Contract]

[BCO Distribution Commencement Date:         [xx/xx/xx]]

[Applicable to Inherited NQ Contracts]

[Required Payment Starting Date:         [xx/xx/xx]]

 

2021DPC-IE-Z     Data Page 3


PART B — This part describes certain provisions of your Contract.

Initial Contribution Received:                                                                                  [$105,000.00]

[The Structured Investment Option (SIO) text will appear when the SIO Rider is available.]

 

[STRUCTURED INVESTMENT OPTION (See Section 2A.09 of Structured Investment Option Rider)

 

   

Segment

Duration

(Year(s))

 

Segment

Buffer
    

 

Percentage

Allocated
    

    

Amount

Allocated
    

 

[S&P 500

    1 Year    -10%     

Russell 2000

    1 Year    -10%     

MSCI EAFE ET

    1 Year    -10%     

NASDAQ 100

    1 Year    -10%     

MSCI Emerging Markets

    1 Year    -10%     

[S&P 500 [Step Up]

  1 Year   -10%     

Russell 2000 [Step Up]

  1 Year   -10%     

MSCI EAFE [Step Up]

  1 Year   -10%]]]     

Variable Investment Options (See Section 2.01 of the Contract)

Set forth below are the initial Variable Investment Options available. Your initial allocation is shown.

 

                    Variable Investment Options
    
  

Amount

Allocated

[EQ/Aggressive Allocation    [$52,500]

EQ/All Asset Growth Allocation

   [$52,500]

EQ/Conservative Allocation

EQ/Moderate Allocation

EQ/Moderate-Plus Allocation

1290 VT DoubleLine Dynamic Allocation

American Funds Insurance Series Asset Allocation Fund

BlackRock Global Allocation V.I. Fund

EQ/AB Dynamic Moderate Growth

First Trust/Dow Jones Dividend & Income Allocation Portfolio

First Trust Multi Income Allocation Portfolio

Franklin Allocation VIP Fund

Franklin Income VIP Fund

Franklin Mutual Shares VIP Fund

Invesco V.I. Balanced-Risk Allocation Fund

Janus Henderson Balanced Portfolio

JPMorgan Insurance Trust Global Allocation Portfolio

 

2021DPC-IE-Z     Data Page 4


JPMorgan Insurance Trust Income Builder Portfolio

PIMCO Global Managed Asset Allocation Portfolio

Putnam VT Global Asset Allocation Fund

1290 VT Convertible Securities

1290 VT GAMCO Mergers & Acquisitions

1290 VT Multi-Alternative Strategies

Eaton Vance VT Floating-Rate Income Fund

PIMCO VIT Emerging Markets Bond Portfolio

Templeton Global Bond VIP Fund

1290 VT Natural Resources

PIMCO VIT CommodityRealReturn Strategy Portfolio

1290 VT Real Estate

EQ/Invesco Global Real Estate

EQ/MFS Technology

EQ/MFS Utilities Series

EQ/T. Rowe Price Health Sciences

EQ/Wellington Energy

Invesco V.I. Health Care Fund

Multimanager Technology Portfolio

1290 VT Equity Income

AB VPS Growth and Income Portfolio

EQ/BlackRock Basic Value Equity

EQ/JPMorgan Value Opportunities

EQ/Large Cap Value Index

Janus Henderson U.S. Low Volatility Portfolio

MFS Value Series

T. Rowe Price Equity-Income Portfolio-II

American Funds Insurance Series Growth-Income Fund

ClearBridge Variable Dividend Strategy Portfolio

EQ/ClearBridge Select Equity Managed Volatility

EQ/Common Stock Index

EQ/Equity 500 Index

EQ/Fidelity Institutional AM Large Cap

EQ/Franklin Rising Dividends

MFS Investors Trust Series

MFS Research Series

Putnam VT Research Fund

1290 VT Socially Responsible Portfolio

ClearBridge Variable Aggressive Growth Portfolio

EQ/ClearBridge Large Cap Growth

EQ/Large Cap Growth Index

EQ/Loomis Sayles Growth

EQ/T. Rowe Price Growth Stock

EQ/American Century Mid Cap Value

EQ/Mid Cap Index

Fidelity® VIP Mid Cap Portfolio

EQ/Janus Enterprise

Federated Hermes Kaufmann Fund II

1290 VT GAMCO Small Company Value

1290 VT Small Cap Value

AB VPS Small/Mid Cap Value Portfolio

 

2021DPC-IE-Z     Data Page 5


1290 VT Microcap

EQ/Small Company Index

Invesco V.I. Small Cap Equity Fund

EQ/AB Small Cap Growth

American Funds Insurance Series International Growth and Income Fund

EQ/International Equity Index

EQ/Invesco International Growth

EQ/MFS International Growth

EQ/MFS International Intrinsic Value

American Funds Insurance Series New World Fund

Delaware VIP Emerging Markets Series

EQ/Emerging Markets Equity PLUS

EQ/Lazard Emerging Markets Equity

1290 VT Low Volatility Global Equity

1290 VT SmartBeta Equity

AB VPS Global Thematic Growth Portfolio

American Century VP Inflation Protection Fund

American Funds Insurance Series Global Growth Fund

American Funds Insurance Series Global Small Capitalization Fund

EQ/Invesco Global Portfolio

1290 VT DoubleLine Opportunistic Bond

Delaware VIP Diversified Income Series

EQ/Core Bond Index

EQ/Intermediate Government Bond

EQ/PIMCO Total Return

Janus Henderson Flexible Bond Portfolio

EQ/PIMCO Global Real Return Portfolio

Fidelity VIP Strategic Income Portfolio

Lord Abbett Bond Debenture

PIMCO VIT Income Portfolio

Putnam VT Diversified Income Fund

Delaware VIP Limited-Term Diversified Income Series

EQ/AB Short Duration Government Bond

EQ/PIMCO Ultra Short Bond

1290 VT High Yield Bond

Federated Hermes High Income Bond Fund II

Invesco V.I. High Yield Fund

PIMCO VIT Global Bond Opportunities Portfolio (Unhedged)

EQ/Money Market]

[An asterisk (either *, ** or ***), identifies Variable Investment Options to which certain charges under Part C apply.]

Total (Amount Allocated to Variable Investment Options):                                                          [$105,000.00]

The Variable Investment Options shown above are Variable Investment Options of our Separate Account No. [70A].

 

2021DPC-IE-Z     Data Page 6


Allocations must be in whole numbers and must total 100%. The maximum number of Variable Investment Options that may be active under your Contract at any given time is [168]. You may not allocate amounts to more than [100] Variable Investment Options at any one time. [If you have Structured Investment Option allocations, the rules applicable to the maximum number of Investment Options are described in Section 3A.01 of the Structured Investment Option Rider and will supersede the maximum shown here.]

 

2021DPC-IE-Z     Data Page 7


Contributions and Allocations (See Sections 3.01 and 3.02 of the Contract):

Contribution Limits and Requirements:             Initial Contribution minimum: [$25,000]

Subsequent Contribution minimum: [$500] [Subsequent Contributions can be made through the older of the original Annuitant’s and Owner’s age [85] or if later, the first Contract Date Anniversary.]

[For Contracts issued in the [QP-DB]/[QP-DC] market segment only, the following text will appear in lieu of the previous paragraph] [We reserve the right to limit aggregate Contributions made each Contract Year after the first Contract Year to 100% of the first Contract Year Contributions. We may refuse to accept any Contribution if the sum of all Contributions under your Contract would then total more than 80% of the present value of the Annuitant’s accrued benefit. The only Contributions we will accept are: (i) transfers from another [QP-DB]/[QP-DC] Plan and (ii) amounts attributable to a change of investment vehicles in the Plan.]

We may discontinue acceptance of Contributions under the Contract upon [45 days] advance written notice to you. Any change in limitations or discontinuation of Contributions will be implemented to manage the financial risk to the Company in the event market and/or economic conditions decline.

[Cumulative Contribution Limit]

[We may refuse to accept any Contribution if the sum of all Contributions under all [“Investment Edge”] Series Contracts with the same Annuitant or Owner would then total more than [$1,500,000]. [We may refuse to accept any Contribution if the sum of all Contributions under all [“Investment Edge”, “Accumulator” and “Retirement Cornerstone”] Series Contracts with the same Annuitant or Owner would then total more than [$2,500,000].]

We may refuse to accept any Contribution if the source of such Contribution is an existing Equitable Contract.

Transfer Rules (see Section 4.02 of the Contract): Transfer requests must be in writing and delivered by U.S. mail to our Processing Office unless we accept an alternative form of communication (such as internet, fax or automated telephone). The use of alternative forms of communication is subject to our rules then in effect for each such service. We may provide information about our rules and the use of communications services in the Contract prospectus, prospectus supplements or other notifications, as mailed to your last known address in our records from time to time. Any alternative form of communication that we make available may be changed or discontinued at any time. Communications services may be restricted or denied if we determine that you used such services for market timing or other trading strategies that may disrupt operation of a Variable Investment Option or have a detrimental effect on the unit value of any Variable Investment Option.

We reserve the right to:

  a)

limit transfers among or to the Variable Investment Options to no more than once every [30] days,

  b)

require a minimum time period between each transfer into or out of one or more specified Variable Investment Options,

  c)

establish a maximum dollar amount that may be transferred by an Owner on any Transaction Date among Variable Investment Options,

  d)

reject transfer requests from a person acting on behalf of multiple Contract Owners unless pursuant to a trading authorization agreement that we have accepted,

 

2021DPC-IE-Z     Data Page 8


  e)

restrict or prohibit transfers in connection with execution of Investment Fund instructions to restrict or prohibit purchases or redemptions of fund shares or to collect a redemption fee on transfers involving fund shares,

  f)

impose conditions or limitations on transfer rights, restrict transfers or refuse any particular transfer if we are concerned that market timing, excessive trading or other trading strategies may disrupt operation of a Variable Investment Option or may have a detrimental effect on the unit value of any Variable Investment Option or determine that you have engaged in any such strategy.

[This text will only appear when the SIO Rider is available.]

[Transfer Rules applicable to the Structured Investment Option are shown in the Structured Investment Option Rider.]

Withdrawals (see Section 5.01 of the Contract): Lump Sum Withdrawals: The Lump Sum Withdrawal minimum amount is [$300]. [Applicable to QP-DB and QP-DC market segments only:]     [Amounts withdrawn to pay Third Party Administrator (TPA) fees are not subject to this minimum withdrawal amount.]

Withdrawals will be withdrawn on a pro rata basis from your Annuity Account Value in the Variable Investment Options. If there is insufficient value or no value in the Variable Investment Options, any additional amount required or the total amount of the withdrawal, as applicable, will be withdrawn from the Account for Dollar Cost Averaging.

[This text will only appear when the SIO Rider is available.]

[Withdrawal Rules applicable to the Structured Investment Option are shown in the Structured Investment Option Rider.]

[The following text is applicable to Traditional IRA Contracts]

[Automatic Required Minimum Distribution Withdrawals: The Automatic Required Minimum Distribution Withdrawal minimum initial amount is [$250]. See Endorsement Applicable to Traditional IRA Contracts].

[Amounts withdrawn to pay a Third Party Investment Advisor (TPIA) or a Registered Investment Advisor (RIA) fees are limited to [2%] of the AAV on the [first] Business Day of your Contract Year [or Annuity Payout Year, if applicable] and are not subject to this minimum withdrawal amount. You may elect to make such withdrawals on a [quarterly, semi-annual or annual] basis.]

Contract Termination (see Section 5.02 of the Contract):

Requests for a withdrawal must be for either (a) 90% or less of the Cash Value or (b) 100% of the Cash Value (surrender of the Contract). A request for more than 90% of the Cash Value will be considered a request to withdraw 100% of the Cash Value and this Contract will terminate.

If a withdrawal is made that would result in a Cash Value less than [$500], we will so advise you and have the right to pay you such Value. In that case, this Contract will terminate.

This Contract (including any attached Endorsements and Riders) will terminate if there is no Annuity Account Value.

 

2021DPC-IE-Z     Data Page 9


[The following text will not appear for Inherited Traditional/Roth IRA and Inherited NQ BCO and Non-Spousal Applicable Plan Beneficiary Owned Contracts]

Annuity Benefit Forms - (Normal Form of Annuity Benefit) (see Section 7.04 of the Contract):

Life Annuity 10 Year Period Certain For annuity commencement date ages 80 and greater the “Period Certain” is as follows:

 

Annuitization Age    Length of Period Certain
Up to age 80    10
81    9
82    8
83    7
84    6
85    5
86    4
87    3
88    2
89    1
90 through 95    0

[The following text will not appear for Inherited Traditional/Roth IRA and Inherited NQ BCO and Non-Spousal Applicable Plan Beneficiary Owned Contracts]

[Amount of Annuity Benefit (see Section 7.05 of the Contract):

The amount applied to provide the Annuity Benefit will be (1) the Annuity Account Value for any life annuity form or (2) the Cash Value for any annuity certain (an annuity form which does not guarantee payments for a person’s lifetime) except that, if the period certain is more than five years, the amount applied will be no less than 95% if available, of the Annuity Account Value.]

Conditions for Payment - (Interest Rate to be Applied in Adjusting for Misstatement of Age or Sex) (see Section 7.06 of the Contract):

[6%] per year

Conditions for Payment - (Minimum Amount to be Applied to an Annuity) (see Section 7.06 of the Contract): [$2,000], as well as minimum of [$20] for initial monthly annuity payment.

 

2021DPC-IE-Z     Data Page 10


PART C – This part describes certain charges in your Contract.

Administrative and Other Charges Deducted from Annuity Account Value (see Section 8.02 of the Contract):

[Contract Maintenance Fee]: There is a [$50] [Contract Maintenance Fee] if your Annuity Account Value is less than [$35,000] on your Contract Date Anniversary.

[Beginning on the [Income Edge Series] effective date, the [Contract Maintenance Fee] will be permanently waived.]

[The above charges, if applicable, will be deducted from your Annuity Account Value in the Variable Investment Options on a pro-rata basis. We will deduct these charges on each Contract Date Anniversary before the deduction of any other charges. These charges will be deducted for the portion of any Contract Year in which a Death Benefit is paid, the Annuity Account Value is applied to purchase an Annuity Benefit, or the Contract is surrendered. If there is insufficient value or no value in the Variable Investment Options, any remaining portion of the charge(s) or the total amount of the charge(s), as applicable, will be deducted from the Dollar Cost Averaging program.]

Transfer Charges (see Section 8.02 of the Contract):

Currently, the number of free transfers is [unlimited], subject to the terms of Sections 5.01 and 8.03. However, we reserve the right to limit the number of free transfers to [12] transfers per Contract Year.

[For each additional transfer in excess of the free transfers, we will charge the lesser of [$25] or [2%] of each transaction amount at the time each transfer is processed. Transfers under any Dollar Cost Averaging program that is available, will not count towards the number of free transfers in a Contract Year [or Annuity Payout Year, if applicable] for the purposes of this charge. The Charge is deducted from the [Variable] Investment Options from which each transfer is made on a pro-rata basis. This charge may change, subject to a maximum of [$35] for each transaction.]

 

2021DPC-IE-Z     Data Page 11


Contract Fee (see Section 8.05 of the Contract):    

[Contract Fee as applied to the Variable Investment Options:]

Annual Rate of [1.25%] (equivalent to a daily rate of [0.003446%]) [plus any applicable VIO Facilitation Charge up to an annual rate equal to [0.65%] (equivalent to a daily rate of [0.001787%]).]

The Contract Fee includes the following charges:

Operations Fee:                                                                      Annual rate of [0.75%]

Administration Fee:                                                               Annual rate of [0.30%]

Distribution Fee:                                                                    Annual rate of [0.20%]

[Variable Investment Option Facilitation Charge:                Annual rate up to [0.65%]

The Variable Investment Option (“VIO”) Facilitation Charge applies to certain VIOs as indicated in the VIOs listed in Part B of these Data Pages. Unless otherwise specified, for VIOs indicated with

 

   a single*   the annual rate is [0.25%] (equivalent to a daily rate of [.000686%]).
   a double**   the annual rate is [0.35%] (equivalent to a daily rate of [.000961%]).
   a triple***   the annual rate is [0.65%] (equivalent to a daily rate of [.001787%]).

We may indicate a VIO Facilitation Charge up to the maximum specified above for Variable Investment Options made available under this Contract subsequent to its Issue Date]

[This text will only appear when the SIO Rider is available.]

[Contract Fee as applied to the Structured Investment Option:

The Contract Fee is equal to an annual rate of [1.25%] of the Segment Investment of each Segment for the Segment Duration.

On the Segment Maturity Date, we determine the Segment Maturity Value which reflects the deduction of the Contract Fee in the Segment Rate of Return.

The Segment Interim Value for a Segment will reflect a deduction of the Contract Fee corresponding to the elapsed portion of the Segment Duration. This means your Contract Fee is determined by multiplying the number of calendar days elapsed in your Segment by the Contract Fee expressed as a daily rate and multiplying that by your Segment Investment. This determines your Contract Fee reflected in the Segment Interim Value.

The Segment Investment is adjusted on a pro-rata basis for withdrawals and transfers of the Segment Investment out of the Structured Investment Option and the portion of the Contract Fee that is attributable to the amount withdrawn and transferred.

 

2021DPC-IE-Z     Data Page 12


[The Contract Fee does not apply to amounts held in the Segment Type Holding Account.]]

[Breakpoint Credit: An amount of [0.025%] will be accrued on each quarterversary when your Annuity Account Value on any such quarterversary is equal to or greater than [$500,000 and up to $999,999.99] or an amount of [0.0375%] will be accrued on each quarterversary when your Annuity Account Value on any such quarterversary is equal to or greater than [$1,000,000]. An annual amount of up to [0.10%] or [0.15%] whichever is applicable based on the prior sentence, or any weighted composite thereof (the “Credit”) will be applied on a pro-rata basis to your Annuity Account Value on your Contract Date Anniversary. [The Breakpoint Credit Amount is applied proportionally to amounts in the Variable Investment Options and the Structured Investment Option. The Breakpoint Credit Amount applicable to amounts in the Variable Investment Options is applied on a pro-rata basis among the Variable Investment Options. The Breakpoint Credit Amount applicable to amounts in the Structured Investment Option, including amounts in the Segment Type Holding Account, is applied to the [EQ/Money Market Fund], which is subject to the Contract Fee.]

The Credit is not considered a Contribution, but will be applied as a reduction against your Contract Fee. Any accrued Credit will be applied on a pro-rata basis to your Annuity Account Value on the Transaction Date of any surrender or annuitization or the Payment Transaction Date pursuant to your death.

[If you elect [Income Edge Series], each quarterversary beginning on the [Income Edge Series] Effective Date will be based on your [Income Edge Series] Anniversary Date, as described in the Endorsement Applicable to Non-Qualified [Income Edge Series] Payment Plan and any Credits accrued through the [Income Edge Series] Effective Date will be applied on a pro-rata basis to your Annuity Account Value on the [Income Edge Series] Effective Date. Thereafter, the Credit will be applied, if applicable, on a pro-rata basis to your Annuity Account Value on your [Income Edge Series] Anniversary Date.]

“Quarterversary” means a valuation date that occurs every three months on the same calendar day as the Contract Date.    The first Quarterversary will be three months following the Contract Date except for the fourth Quarterversary which will occur on the Contract Date Anniversary.

“Valuation Day” means for each Quarterversary (with the exception of the fourth quarter of the Contract Year) the same day of the month as the Contract Date. If that date is not a Business Day on any Quarterversary, the Valuation Day will be on the next Business Day. If there is a non-scheduled non-Business Day on the Valuation Day, the credit calculation will be processed on the next available Business Day. For Contracts with a Contract Date Anniversary after the [28th] of the month, the Valuation Day will be on the first Business Day of the following month. In the fourth Quarterversary of each Contract Year, the Valuation Day will be on the Contract Date Anniversary. If the Contract Date Anniversary occurs on a day other than a Business Day, the Valuation Day will be the Business Day immediately preceding the Contract Date Anniversary.]

Third Party Transfer Charge (see Section 8.07 of the Contract): We reserve the right to deduct a charge from the amounts withdrawn, which is no greater than $125 per occurrence for a direct rollover, direct transfer, or 1035 exchange from this Contract and transferred to a third party, or to another company, or in connection with an exchange of this Contract for a Contract issued by another company. The current charge is [$65]. This charge will be deducted from the amount disbursed.

 

2021DPC-IE-Z     Data Page 13


Duplicate Report/Statement Charge (see Section 9.04 of the Contract): We reserve the right to deduct a charge which is no greater than $35.00 per copy of the reports and statements described in Section 9.04. The current charge is [$0.00].

This charge will be deducted from the Annuity Account Value in the Variable Investment Options on a pro rata basis. If there is insufficient value or no value in the Variable Investment Options, any remaining portion of the charge or the total amount of the charge, as applicable, will be deducted from the Dollar Cost Averaging program.

[The following text will appear in the Data Pages if the Alternate Payment Method applies:]

[Check Preparation Charge (see Section 9.07 of the Contract): Alternate Payment Method We will pay all amounts due under this Contract by direct deposit to a bank account that accepts such deposits provided that you have given us authorization, and the information we need to initiate the deposit, in a form acceptable to us. If you have not provided such authorization and information, we will make the payment by check drawn on a bank located in the United States (subject to any check preparation charge specified herein) or by any other method to which you and we agree. All payments will be made in U.S. Dollars. Any Check Preparation Charge will not exceed $85. The current charge is [$0.00].]

[This text will appear when the Check Preparation Charge is greater than $0.00]

This charge will be deducted from the amount disbursed.

 

2021DPC-IE-Z     Data Page 14

Form of Endorsement 2021CCOBR-IE-Z

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

ENDORSEMENT APPLICABLE TO CONTRACT CONTINUATION AND ITS EFFECT ON AN OPTIONAL BENEFIT RIDER

This Endorsement is part of your Contract, and the same definitions apply to the capitalized terms used herein. All other terms and conditions of your Contract remain unchanged. In this Endorsement, “we”, “our” and “us” mean Equitable Financial Life Insurance Company of America and “you” and “your” mean the Owner.

The Effective Date of this Endorsement is your Contract Date.

Under any of the following circumstances, if you die before the Maturity Date, the Death Benefit described in Section [6.02] of the Contract, if applicable, will not be paid in a single sum and the Contract will continue as described in the “Payment Upon Death Section” [, subsections [(1)] through [(4)]] in the Endorsement Applicable to [Non-Qualified] Contracts, and as supplemented herein in Section[s] I [through IV] below, whichever is applicable.

Effect of Death on your [Return of Premium Guaranteed Minimum Death Benefit]

(“[ROP GMDB]”) Rider

[Applicable to NQ Contracts only:]

[ [I].     Single Owner Contract with a Non-Spousal Beneficiary(ies)                                                             

If the Beneficiary chooses to continue the Contract upon the death of the Owner as described in the Endorsement Applicable to the Non-Qualified Contracts, the [ROP GMDB] Rider terminates and any applicable charge will no longer apply as of the Payment Transaction Date.                 ]

 

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2021CCOBR-IE-Z


[II.]  Single Owner Contract - Spousal Continuation                                                                                       

If the surviving spouse chooses to continue the Contract upon the death of the Owner, the surviving spouse may continue the Contract with the [ROP GMDB] Rider if:

 

  (a)

Spousal continuation of the Contract was not previously elected by the spouse of an Owner; and

  (b)

The surviving spouse is age [75] or younger as of the Payment Transaction Date.

If the surviving spouse meets all the conditions set forth above, the following rules apply as of the Payment Transaction Date, unless otherwise stated:

 

  (1)

The [ROP GMDB] Rider will continue until the Contract Date Anniversary following the surviving spouse’s [95th] birthday. The terms and conditions of the [ROP GMDB] Rider remain unchanged.

  (2)

The Annuity Account Value (“AAV”) of the Contract will be reset to equal the greater of (i) the [ROP GMDB] amount as described in the [ROP GMDB] Rider or (ii) the AAV. Any additional amount will be added to the AAV in accordance with the current allocation instructions on file. If the AAV is greater than the [ROP GMDB] amount, we do not reset the [ROP GMDB] for the surviving spouse.

If the surviving spouse is age [76] or older, but not older than age [85] on the Payment Transaction Date, the following rules apply as of the Payment Transaction Date, unless otherwise stated:

 

  (1)

The [ROP GMDB] Rider terminates, and any applicable charge will no longer apply.

  (2)

The AAV of the Contract will be reset to equal the greater of (i) the [ROP GMDB] amount as described in the [ROP GMDB] Rider or (ii) the AAV. Any additional amount will be added to the AAV in accordance with the current allocation instructions on file. If the AAV is greater than the [ROP GMDB] amount, we do not reset the [ROP GMDB] for the surviving spouse.

If the surviving spouse is age [86] or older as of the Payment Transaction Date, both the Contract and Rider terminate, and any applicable charge will no longer apply as of the Payment Transaction Date.

 

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2021CCOBR-IE-Z


[Applicable to NQ Contracts only:]

[ [III.] Joint Owner Contract - Spousal Continuation                                                                                      

 

(A)

Deceased Older Spouse

If the younger surviving spouse chooses to continue the Contract upon the death of the older Owner, the surviving spouse may continue the Contract with the [ROP GMDB] Rider if:

 

  (a)

Spousal continuation of the Contract was not previously elected by the spouse of an Owner;

  (b)

The surviving spouse is age [95] or younger as of the Payment Transaction Date.

If the surviving spouse meets all the conditions set forth above, the following rules apply as of the Owner’s Payment Transaction Date, unless otherwise stated:

 

  (1)

The [ROP GMDB] Rider will continue until the Contract Date Anniversary following the surviving spouse’s [95th] birthday. The terms and conditions of the [ROP GMDB] Rider remain unchanged.

  (2)

The AAV of the Contract will be reset to equal the greater of (i) the [ROP GMDB] amount as described in the [ROP GMDB] Rider or (ii) the AAV. Any additional amount will be added to the AAV in accordance with the current allocation instructions on file. If the AAV is greater than the [ROP GMDB] amount, we do not reset the [ROP GMDB] for the surviving spouse.

 

(B)

Deceased Younger Spouse

If the older surviving spouse chooses to continue the Contract upon the death of the younger Owner, the [ROP GMDB] Rider remains in effect. The terms and conditions of the [ROP GMDB] Rider remain unchanged.                 ]

 

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[Applicable to NQ Contracts only:]

[ [IV.] Joint Owner Contract - Non-Spousal Contract Continuation                                                         

 

(A)

Deceased Older Owner

If the older Owner dies first and the Contract is continued under either the “One Year Rule” or the “Five Year Rule,” described in Part [4] of the Endorsement Applicable to Non-Qualified Contracts, the following rules apply as of the Payment Transaction Date, unless otherwise stated:

 

  (1)

The [ROP GMDB] Rider terminates, and any applicable charge will no longer apply.

  (2)

The AAV of the Contract will be reset to equal the greater of (i) the [ROP GMDB] amount as described in the [ROP GMDB] Rider or (ii) the AAV. Any additional amount will be added to the AAV in accordance with the current allocation instructions on file. If the AAV is greater than the [ROP GMDB] amount, we do not reset the [ROP GMDB] amount for the Continuation Beneficiary.

 

(B)

Deceased Younger Owner

If the younger Owner dies first and the Contract is continued under either the “One Year Rule” or the “Five Year Rule,” described in Part [4] of the Endorsement Applicable to Non-Qualified Contracts, the [ROP GMDB] Rider remains in effect. The terms and conditions of the [ROP GMDB] Rider remain unchanged.]

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

 

 [     [
  LOGO     LOGO
Mark Pearson,     José Ramón González,
Chief Executive Officer]     Chief Legal Officer and Secretary]

 

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Form of Endorsement 2021INHIRA-IE-Z

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

INHERITED TRADITIONAL IRA

BENEFICIARY CONTINUATION OPTION (BCO) ENDORSEMENT

This Endorsement is part of your Contract and its provisions apply in lieu of any Contract provisions to the contrary. In this Endorsement, “we”, “our” and “us” mean Equitable Financial Life Insurance Company of America and “you” and “your” mean the Owner.

When issued with this Endorsement, and as specified in the Data Pages, this Contract is issued as an inherited traditional individual retirement annuity contract subject to the rules of Section 408(b) of the Code and which has been acquired by reason of the death of another individual under Section 408(d)(3)(C) of the Code (“inherited traditional IRA Contract”). The tax qualified provisions are being added to the Contract to comply with the requirements of the tax code. Compliance with the tax qualified provisions prevents loss of the advantages of tax deferral and prevents penalties.

The purpose of this Contract is to distribute the interest of the deceased individual which the beneficiary has directed to be transferred to this Contract.

This inherited traditional IRA Contract is established for your exclusive benefit in your capacity as beneficiary of the deceased individual.

Your entire interest in this Contract is not forfeitable.

The provisions of this Inherited Traditional IRA Beneficiary Continuation Option (BCO) Endorsement supersede any inconsistent provisions of the Contract or any other Rider or Endorsement.

The Effective Date of this Endorsement is your Contract Date.

[Applicable to a trustee or custodial IRA Owner]

[If the Owner of this inherited traditional IRA contract is a trustee or custodian under Section 408(a) of the Code and pertinent Regulations, this inherited traditional IRA contract is an annuity contract that may be used to fund an inherited traditional individual retirement account that meets Sections 408(a) and 408(d)(3)(C) of the Code. In such a case “you” and “your” refer to the Annuitant where required by context, and the provisions of the custodial inherited traditional individual retirement account prevail during any period this Contract is owned by such a trustee or custodian.]

 

2021INHIRA-IE-Z              


PART I-DEFINITIONS

The following replaces the existing Section in your Contract:

SECTION 1.01 ANNUITANT: “Annuitant” means the individual shown as such on the cover page and in the Data Pages. The identity of the Annuitant is determined in accordance with the Section, “Owner and Annuitant Requirements,” in Part IX.

The following is added at the end of the existing Section in your Contract

SECTION 1.15 NON-NATURAL OWNER: Non-Natural Owners which are neither a certain see-through trust beneficiary (as defined in Section 9.11) nor a trustee or custodian of an inherited traditional individual retirement account are not permitted.

The following sentences are added at the end of the existing Section in your Contract:

SECTION 1.16 OWNER: Joint Owners are not permitted. The Owner of the Contract cannot be changed. The identity of the Owner is determined in accordance with the Section, “Owner and Annuitant Requirements,” in Part IX.

The following definitions are added at the end of Part I in your Contract:

SECTION 1.24 APPLICABLE PLAN: Applicable Plan” means any of the following eligible retirement plans which may be the source of the direct rollover Contribution to this inherited traditional IRA Contract: (i) a plan qualified under Section 401(a) of the Code or a contact qualified under Section 403(a) of the Code; (ii) an annuity contract or custodial account qualified under Section 403(b) of the Code; or (iii) a governmental employer plan under Section 457(b) of the Code.

SECTION 1.25 BCO DISTRIBUTIONS: “BCO Distributions” means the post-death payments required from or with respect to this inherited traditional IRA Contract by the “Required Minimum Distribution Rules” of Sections 408(b) and 401(a)(9) of the Code and which are described in the Section, “BCO Distributions—Post-Death Required Minimum Distribution Rules.”

SECTION 1.26 BCO DISTRIBUTION COMMENCEMENT DATE: If you are either an Eligible Designated Beneficiary or Designated Beneficiary subject to the ten-year distribution period (described in Section 7.08(B) below), the “BCO Distribution Commencement Date” is the date of the Deceased Owner’s or Deceased Participant’s death. The BCO Distribution Commencement Date is shown in the Data Pages and cannot be changed to a later date.

If you elect to stretch payments of the Death Benefit (described in Sections 7.08(B)(1)(i) and 7.09), the “BCO Distribution Commencement Date” means the date of the first BCO Distribution under this Contract. The BCO Distribution Commencement Date is shown in the Data Pages and cannot be changed to a later date.

SECTION 1.27 DECEASED OWNER: “Deceased Owner” means the individual named in the Data Pages, now deceased, who owned the IRA Source Contract, and whose death triggers the requirement to distribute amounts with respect to the IRA Source Contract.

 

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SECTION 1.28 DECEASED PARTICIPANT: “Deceased Participant” means the individual named in the Data Pages, now deceased, whose accrued benefit as a participant in the Applicable Plan is the source of the direct rollover Contribution to this inherited traditional IRA Contract.

SECTION 1.29 DESIGNATED BENEFICIARY: “Designated Beneficiary” means any individual designated by the Deceased Owner or Deceased Participant, as applicable. This term will be interpreted consistently with Code Section 401(a)(9)(E) and the Treasury Regulations thereunder.

SECTION 1.30 ELIGIBLE DESIGNATED BENEFICIARY: “Eligible Designated Beneficiary” means, with respect to a Deceased Owner or Deceased Participant, as applicable, any Beneficiary who is one of the following:

 

    i.

the surviving spouse of the Deceased Owner or Deceased Participant,

 

   ii.

disabled (within the meaning of Section 72(m)(7) of the Code),

 

  iii.

a chronically ill individual (within the meaning of Section 7702B(c)(2) of the Code, except that the requirements of subparagraph (A)(i) thereof shall be treated as met only if there is a certification that, as of such date, the period of inability described in such subparagraph with respect to the individual is an indefinite one which is reasonably expected to be lengthy in nature), or

 

  iv.

an individual not described in any of the preceding clauses of this paragraph and who is not more than 10 years younger than the Deceased Owner or Deceased Participant.

The determination of whether a Beneficiary is an Eligible Designated Beneficiary shall be made as of the date of death of the Deceased Owner or Deceased Participant. For purposes of this Contract, a child of the Deceased Owner or Deceased Participant who has not reached majority (within the meaning of Section 401(a)(9)(F) of the Code) is not considered an “Eligible Designated Beneficiary.”

SECTION 1.31 INTEREST IN THE DECEASED PARTICIPANT’S APPLICABLE PLAN: “Interest in the Deceased Participant’s Applicable Plan” means the share as a beneficiary of the Deceased Participant’s interest in the Applicable Plan, which is the source of the direct rollover Contribution to this inherited traditional IRA Contract. The Interest in the Deceased Participant’s Applicable Plan includes the amount of any outstanding rollover, transfer and recharacterization under Q&As-7 and –8 of Treasury Regulation Section 1.408-8 and the actuarial present value of any additional annuity contract benefits provided. The Interest in the Deceased Participant’s Applicable Plan does not include any values or amounts of benefits which were provided under the Applicable Plan but are not directly rolled over to this inherited traditional IRA Contract.

 

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SECTION 1.32 INTEREST IN THE IRA SOURCE CONTRACT

“Interest in the IRA Source Contract” means the share as a beneficiary of the Deceased Owner’s IRA Source Contract, which is the source of the direct transfer Contribution to this inherited traditional IRA Contract. The Interest in the IRA Source Contract includes the amount of any outstanding rollover, transfer and recharacterization under Q&As-7 and –8 of Treasury Regulation Section 1.408-8 and the actuarial present value of any additional annuity contract benefits provided. The Interest in the IRA Source Contract does not include any values or amounts of benefits which were provided under the IRA Source Contract but are not directly transferred to this inherited traditional IRA Contract.

SECTION 1.33 NONSPOUSAL APPLICABLE PLAN BENEFICIARY: “Nonspousal Applicable Plan Beneficiary” means the individual or “see-through trust” designated by the Deceased Participant as beneficiary under an Applicable Plan. If the beneficiary is an individual, he or she is not the surviving spouse of the Deceased Participant.

SECTION 1.34 IRA SOURCE CONTRACT: “IRA Source Contract” means the traditional individual retirement arrangement under Section 408 of the Code which is the source of the direct transfer Contribution to this inherited traditional IRA Contract. The IRA Source Contract includes the original traditional individual retirement arrangement under Section 408 of the Code owned by the Deceased Owner and any successive contract to which the Owner previously transferred the remaining interest as a beneficiary under the IRA Source Contract.

SECTION 1.35 REQUIRED BEGINNING DATE: “Required Beginning Date” means the first day of April following the calendar year in which you attain age 72 (or age 70 12 if you were born on or before June 30, 1949). This is the latest date when your lifetime Required Minimum Distribution payments with respect to this Contract can start.

If the Deceased Participant was not a 5% owner of the employer sponsoring the Applicable Plan, the “Required Beginning Date” means the first day of April following the calendar year in which the Deceased Participant retired from service with such employer, if retirement occurs after the Deceased Participant reached age 72 (or attained age 70 12 if the Deceased Participant was born on or before June 30, 1949).

SECTION 1.36 SEE-THROUGH TRUST: A “see-through trust” means an irrevocable trust, valid under State law, the only beneficiaries of which are individuals, and which trust has met applicable documentation requirements under the regulations. Such “see-through trust” is described in Treasury Regulation Section 1.401(a)(9)-4 Q&A A-5.

SECTION 1.37 SPECIAL SURVIVING SPOUSE: “Special Surviving Spouse” means the individual who is both the Surviving Spouse of the Deceased Owner and the sole Designated Beneficiary under the IRA Source Contract.

 

2021INHIRA-IE-Z   4       


PART III-CONTRIBUTIONS AND ALLOCATIONS

The following is added at the end of the existing Section in your Contract:

SECTION 3.02 LIMITS ON CONTRIBUTIONS

No Contributions will be accepted unless they are in United States currency. We reserve the right not to accept funds by electronic means unless they meet our specifications.

We indicate in the Data Pages and in this Section any limits on the type, source or amount of Contributions we will accept.

We do not accept regular Contributions out of compensation to this Contract. Except as otherwise indicated in this Section or the Data Pages, we will accept a single Contribution to this inherited traditional IRA Contract.

If the Owner is a Nonspousal Applicable Plan Beneficiary

We will accept a single direct rollover Contribution in accordance with Section 402(c)(11) of the Code of your interest as a beneficiary under the Deceased Participant’s Applicable Plan. A “rollover contribution” is one permitted by any of the following Sections of the Code: 402(c), 402(e)(6), 403(a)(4), 403(b)(8), 403(b)(10), and 457(e)(16). Any lifetime Required Minimum Distribution payments which the Deceased Participant should have taken (up to and including for the last year of his or her life), but which have not been taken prior to the direct rollover to this inherited traditional IRA Contract, are not eligible to be directly rolled over as a Contribution to this Contract. No further Contributions can be made.

If the Owner is a beneficiary under the IRA Source Contract

We will accept a single Contribution of a direct transfer of your interest as a beneficiary under the IRA Source Contract.

A “direct transfer” Contribution is the transfer of amounts to this inherited traditional IRA Contract directly from an inherited traditional individual retirement account or another inherited traditional individual retirement annuity contract which meets the requirements of Section 408 of the Code. Any Required Minimum Distribution payments which should have been taken, but which have not been taken prior to the direct transfer to this inherited traditional IRA Contract, are not eligible to be directly transferred as a Contribution to this Contract. Subject to our approval, you may make additional direct transfer Contributions to this inherited traditional IRA Contract from your interest as a beneficiary under another traditional individual retirement arrangement under Section 408 of the Code of the same Deceased Owner which is being distributed over the same period.

 

2021INHIRA-IE-Z   5       


PART VI-PAYMENT UPON DEATH

The following is added at the end of the existing Section in your Contract:

SECTION 6.01 BENEFICIARY

If the Owner is a custodial account, we will pay the Death Benefit to the custodial account after the Annuitant’s death. If the Owner is a “see-through trust”, and no beneficiary is named or survives the Annuitant, we will pay any Death Benefit to the “see-through trust”.

The first paragraph of the following Section in your Contract is deleted and replaced with the following:

SECTION 6.02 PAYMENT UPON DEATH

Upon receipt of due proof of your death before all amounts have been distributed under this Contract, we will make a lump sum payment of the Death Benefit under this Contract to the designated Beneficiary unless the designated Beneficiary elects to continue BCO Distributions as provided in the Section, “BCO Distributions—Post-Death Required Minimum Distribution Rules”. If the designated Beneficiary elects to continue BCO Distributions, the Annuity Account Value will be reset to the Death Benefit amount if it is greater. The Death Benefit is described in the Contract and in any applicable optional Death Benefit Rider, if elected.

The following Section in your Contract is deleted:

SECTION 6.03 MANNER OF PAYMENT

PART VII - ANNUITY BENEFITS

The following language is added at the beginning of Part VII in your Contract:

Sections 7.01 through 7.07 do not apply to this inherited traditional IRA Contract. The election of BCO Distributions under Section 7.08 below constitutes the Annuity Benefit under Part VII of this Contract.

The following new Section is added at the end of Part VII in your Contract:

SECTION 7.08--BCO DISTRIBUTIONS--POST-DEATH REQUIRED MINIMUM DISTRIBUTION RULES WHEN THE DECEASED OWNER OR DECEASED PARTICIPANT DIES AFTER DECEMBER 31, 2019

 

A.

Required BCO Distributions-General Rule: This Contract is subject to the “Required Minimum Distribution” rules of Sections 408(b) and 401(a)(9) of the Code, including the Treasury Regulations that apply. The BCO Distributions under this inherited traditional IRA Contract will be paid in accordance with the Required Minimum Distribution rules of Sections 408 and 401(a)(9) of the Code and Treasury Regulation Sections 1.408-8 and 1.401(a)(9). To the extent that any payment, benefit, or distribution options available to you under this Contract conflict with the Code, the Code requirements prevail.

 

2021INHIRA-IE-Z   6       


B.

Required BCO Distributions-Designated Beneficiary

If you are a Designated Beneficiary, your interest as a beneficiary in the IRA Source Contract or Applicable Plan, as applicable, will be distributed as follows:

General Rule: Subject to the exception for an Eligible Designated Beneficiary in this Subsection B, paragraph (2) below, your interest will be distributed as permitted by us and applicable federal tax law within ten years after the Deceased Owner’s or Deceased Participant’s death, as applicable.

 

  (1)

Exception for Eligible Designated Beneficiaries: If you are an Eligible Designated Beneficiary, your interest will be distributed as permitted by us and applicable federal tax law:

  (i)

over your life, or over a period not extending beyond your life expectancy, starting no later than the calendar year following the calendar year of the Deceased Owner’s or Deceased Participant’s death (or the end of the calendar year in which the Deceased Owner would have attained age 72 (or age 7012 if he or she was born on or before June 30, 1949), if later and the sole Designated Beneficiary is the Deceased Owner’s surviving spouse) (See subsection C below for special rules.), or

 

  (ii)

within ten years after the Deceased Owner’s or Deceased Participant’s death, as applicable.

 

  (2)

Rules upon your death if you are an Eligible Designated Beneficiary

  (i)

If you are an Eligible Designated Beneficiary and die before the portion of the interest to which this Subsection B, paragraph (1) above applies is entirely distributed, the exception under this Subsection B, paragraph (1)(i) above shall not apply to your beneficiary and the remainder of such portion shall be distributed within ten years after your death.

 

  (ii)

If you are a Special Surviving Spouse and die before distributions under this Subsection B, paragraph (1)(i) above begin, this Subsection B shall be applied as if you were the Deceased Owner.

For this purpose, distributions are considered to commence on the date distributions are required to begin to the surviving spouse under this Subsection B, paragraph (1)(i) above. However, if distributions start prior to the applicable date in the preceding sentence, on an irrevocable basis (except for acceleration) in the form of annuity payments meeting the requirements of Treasury Regulation Section 1.401(a)(9)-6 or any successor Regulation, then required distributions are considered to commence on the annuity starting date.

 

  (3)

Rules upon your death if you are a Designated Beneficiary who is not an Eligible Designated Beneficiary: If you are a Designated Beneficiary who is not an Eligible Designated Beneficiary and die before the portion of the interest to which this Subsection B applies is entirely distributed, the remainder of such portion shall be distributed within the original ten-year period that commenced with the Deceased Owner’s or Deceased Participant’s death, as applicable.

 

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C. Special Rules Applicable to Eligible Designated Beneficiaries under Subsection B, Paragraph (1)(i) above

If you are an Eligible Designated Beneficiary and you made a timely election pursuant to the Code to take your interest in this inherited traditional IRA Contract over your life expectancy, or over a period not extending beyond your life expectancy, your interest will be distributed in accordance with this Subsection.

The BCO Distributions consist of payments no less frequently than annually beginning on the BCO Distribution Commencement Date. We will make these distributions at least once a calendar year in accordance with the Code and applicable Treasury Regulations. Subject to our approval, you may request more frequent than annual payments.

How Payments Are Calculated for Eligible Designated Beneficiaries

The amount of each annual payment is determined by dividing your remaining entire interest in this inherited traditional IRA Contract as of the end of the calendar year prior to the payment by your remaining life expectancy. If the Owner of this Contract is a see-through trust, the Annuitant’s life expectancy is used. For this purpose, your entire interest in this inherited traditional IRA Contract is the Annuity Account Value plus the actuarial present value of any additional annuity contract benefits. Where the Contribution is made to this inherited traditional IRA Contract after the end of that prior calendar year, we will calculate the initial payment using the value of your interest in the IRA Source Contract or Applicable Plan (as applicable) as of the end of the prior calendar year. In no event shall a BCO Distribution exceed the remaining Annuity Account Value on the date of payment.

How Life Expectancy is Determined for Eligible Designated Beneficiaries

Life expectancy is determined using the Single Life Table in Q&A-1 of Treasury Regulation Section 1.401(a)(9)-9 or any successor Regulation. If distributions are being made to a surviving spouse, such spouse’s remaining life expectancy for a calendar year is the number in the Single Life Table corresponding to such spouse’s age in the year. In all other cases, where the Designated Beneficiary is an Eligible Designated Beneficiary other than your spouse, remaining life expectancy for a calendar year is the number in the Single Life Table corresponding to the Eligible Designated Beneficiary’s age as of his or her birthday in the calendar year following the calendar year of your death and reduced by 1 for each subsequent year. If distributions are being made in the form of annuity payments, life expectancy will not be recalculated.

 

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SECTION 7.09--BCO DISTRIBUTIONS—POST-DEATH REQUIRED MINIMUM DISTRIBUTION RULES WHEN THE DECEASED OWNER OR DECEASED PARTICIPANT DIED ON OR BEFORE DECEMBER 31, 2019

If Required Minimum Distributions Had Commenced Under the IRA Source Contract or Applicable Plan:

If the Deceased Owner or Deceased Participant died on or after commencing lifetime Required Minimum Distribution payments, your interest as a beneficiary in the remaining portion of his or her interest in the IRA Source Contract or Applicable Plan will continue to be distributed at least as rapidly as under the contract option chosen under the IRA Source Contract or Applicable Plan. Any Required Minimum Distribution payments which should have been taken, but which have not been taken prior to the Contribution to the inherited traditional IRA Contract, are not eligible as a Contribution to this Contract.

If Required Minimum Distributions Had Not Commenced Under the IRA Source Contract or Applicable Plan:

If the Deceased Owner or Deceased Participant died before commencing lifetime Required Minimum Distribution payments, your interest in the IRA Source Contract or Applicable Plan will be distributed from this Contract as follows:

General Rule

Your interest in this inherited traditional IRA Contract will be distributed, starting on the BCO Distribution Commencement Date (no later than the end of the calendar year following the calendar year of the Deceased Owner’s or Deceased Participant’s death), over your remaining life expectancy, with such life expectancy determined using your age as of your birthday in the year following the year of the Deceased Owner’s or Deceased Participant’s death. If you die before you receive your entire interest in this Contract, the remainder of your interest shall be distributed to your Beneficiary within ten years after your death.

Provisions Applicable to a Deceased Owner’s Special Surviving Spouse

If you are a Special Surviving Spouse, your interest in this inherited traditional IRA Contract will be distributed, over your life expectancy, starting on the BCO Distribution Commencement Date. Your BCO Distribution Commencement Date can be no later than the end of the calendar year in which the Deceased Owner would have attained age 72 (or age 70 12 if the Deceased Owner was born on or before June 30, 1949), or the end of the calendar year following the calendar year of the Deceased Owner’s death, whichever is later.

If you die before the BCO Distribution Commencement Date, and before Required Minimum Distribution payments have commenced to you, your interest in this Contract will be distributed as if you were the Deceased Owner

 

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How Payments Are Calculated

The amount of each annual payment is determined by dividing your remaining entire interest in this inherited traditional IRA Contract as of the end of the calendar year prior to the payment by your remaining life expectancy. If the Owner of this Contract is a see-through trust, the Annuitant’s life expectancy is used. For this purpose, your entire interest in this inherited traditional IRA Contract is the Annuity Account Value plus the actuarial present value of any additional annuity contract benefits (such as guaranteed death benefits). Where the Contribution is made to this inherited traditional IRA Contract after the end of that prior calendar year, we will calculate the initial payment using the value of your interest in the IRA Source Contract or Applicable Plan as of the end of the prior calendar year. In no event shall a BCO Distribution exceed the remaining Annuity Account Value on the date of payment.

How Life Expectancy is Determined

Life expectancy is determined using the Single Life Table in Q&A-1 of Treasury Regulation Section 1.401(a)(9)-9, or any successor Regulation.

General Rule

Life expectancy is determined using your age as your birthday in the calendar year following the calendar year of the Deceased Owner’s or Deceased Participant’s death (“Base Year”). Your remaining life expectancy for a year is the number in the Single Life table corresponding to your age in the Base Year described in the preceding sentence and reduced by one (1) for each subsequent year. If the Owner of this Contract is a see-through trust, the Annuitant’s life expectancy is used.

Provisions Applicable to a Deceased Owner’s Special Surviving Spouse

If you are a Special Surviving Spouse, your life expectancy is determined each year beginning with the calendar year that includes the BCO Distribution Commencement Date. Your remaining life expectancy for a year is the number in the Single Life Table corresponding to your age in that year.

How is it determined whether Required Minimum Distribution payments have commenced

For purposes of this Section, Required Minimum Distribution payments are considered to begin on the Deceased Owner’s or Deceased Participant’s (as applicable) Required Beginning Date for Required Minimum Distribution payments during life. Required Minimum Distribution payments are considered to have begun whether or not payments were actually made from the IRA Source Contract or Applicable Plan.

Provisions Applicable to a Deceased Owner’s Special Surviving Spouse

Required Minimum Distribution payments are considered to begin to a Special Surviving Spouse by the date which is the later of the end of the calendar year following the calendar year of the Deceased Owner’s death or the end of the calendar year in which the Deceased Owner would have attained age 72 (or attained age 70 12 if the Deceased Owner was born on or before June 30, 1949).

 

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Annual payments; potential aggregation with other inherited traditional individual retirement arrangements.

This inherited traditional IRA Contract is designed to pay out at least annually the post-death Required Minimum Distribution payment calculated for the remaining portion of your Interest in the IRA Source Contract or your Interest in the Deceased Participant’s Applicable Plan directly transferred or rolled over to this Contract. The BCO Distributions consist of payments no less frequently than annually beginning on the BCO Distribution Commencement Date. We will make these distributions at least once a calendar year in accordance with the Code and applicable Treasury Regulations. Subject to our approval, you may request more frequent than annual payments. Payments must be made every year except as specifically indicated below.

In the circumstances described in this and the following paragraphs, if you have also been Designated Beneficiary under at least one other of the Deceased Owner’s traditional individual retirement arrangements, you may choose to take the post-death Required Minimum Distribution payments calculated for this inherited traditional IRA Contract from another of the Deceased Owner’s traditional individual retirement arrangements in accordance with Treasury Regulation Section 1.408-8, Q&A A-9. This provision directs that the post-death Required Minimum Distribution be calculated separately for each traditional IRA. The separately-calculated amounts may then be totaled and the total distribution taken from any one or more of the individual’s traditional IRAs held as a beneficiary of the same decedent and which are being distributed under the life expectancy rule in Section 401(a)(9)(B)(iii) or (iv) of the Code.

For this purpose, the following individual retirement arrangements may not be aggregated with this inherited traditional IRA Contract:

 

   

an account or contract that you own not as a beneficiary, but as the IRA owner in your own right;

   

an account or contract that you own as a nonspousal beneficiary of a deceased participant under an Applicable Plan, even if the deceased participant under such Plan is the same as the Deceased Owner named on the cover page and in the Data Pages;

   

an account or contract that you own as a beneficiary of the Deceased Owner named on the cover page and in the Data Pages, if you have elected to take your interest in the account or contract by the end of the calendar year containing the fifth anniversary of the Deceased Owner’s death in accordance with Section 401(a)(9)(B)(ii) of the Code; or

   

a contract you have irrevocably annuitized under Treasury Regulation Section 1.401(a)(9)-6.

Distributions from Section 403(b) contracts, 403(b) custodial accounts, or Roth IRAs inherited from the Deceased Owner also will not satisfy the distribution requirements from inherited traditional IRAs.

In order for us to suspend a BCO Distribution that we would otherwise make, you must give us advance notice in accordance with our procedures at the time. We may request that you document eligibility to take withdrawals from another traditional individual retirement arrangement inherited from the Deceased Owner.

 

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PART IX-GENERAL PROVISIONS

The following is added at the end of the existing Section in your Contract:

SECTION 9.02 STATUTORY COMPLIANCE

If this Contract fails to qualify as an inherited traditional individual retirement annuity under Sections 408(b) and 408(d)(3)(C) of the Code, we will have the right to terminate this Contract. In that case, we will pay the Annuity Account Value less a deduction for the part which applies to any Federal income tax payable by you which would not have been payable with respect to an inherited traditional individual retirement annuity which meets the terms of Sections 408(b) and 408(d)(3)(C) of the Code.

The following is added at the end of the existing Section in your Contract:

SECTION 9.04 REPORTS AND NOTICES

We will send you a report as of the end of each calendar year showing the status of this Contract and any other reports required by the Code. We will also send to you information on Required Minimum Distributions as is prescribed by the Commissioner of Internal Revenue.

The following Section in your Contract is deleted and replaced with the following:

SECTION 9.05 CHANGE IN OWNER

The Ownership of this inherited traditional IRA Contract cannot be changed.

The following Section in your Contract is deleted and replaced with the following:

SECTION 9.06 ASSIGNMENTS AND TRANSFERABILITY

You may not transfer this Contract. No portion of your interest in this Contract or your rights under this Contract may be sold, assigned, pledged or transferred to any person other than the issuer of this Contract, or discounted, encumbered or pledged as collateral for a loan or as security for the performance of an obligation.

The following new Section is added in your Contract:

SECTION 9.11 OWNER AND ANNUITANT REQUIREMENTS

Rules applicable to the Annuitant: When this Contract is owned by an individual in his or her capacity as beneficiary the Owner must also be the Annuitant.

When this Contract is owned by a see-through trust in its capacity as beneficiary the Annuitant is determined in accordance with Code Section 401(a)(9) and the Treasury Regulations thereunder.

When this Contract is owned by a custodial inherited traditional IRA for benefit of an individual beneficiary of a deceased individual, the individual Designated Beneficiary of the Deceased Owner’s IRA Source Contract or the Deceased Participant’s interest in the Applicable Plan, as the case may be, must be the Annuitant. When this Contract is owned by a custodial inherited traditional IRA for benefit of a see-through trust beneficiary of a deceased individual, the Annuitant is determined in accordance with Code Section 401(a)(9) and the Treasury Regulations thereunder.

 

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Rules applicable to the Owner: When this Contract is owned by an individual in his or her capacity as beneficiary of the Deceased Owner’s IRA Source Contract or the Deceased Participant’s interest in the Applicable Plan, as the case may be, the Owner must also be the Annuitant.

The only permissible Non-natural Owners are certain “see-through trust beneficiaries” or a trustee or custodian of an inherited traditional individual retirement account, also referred to in this Contract as a “custodial inherited traditional IRA.” Subject to our approval, the only see-through trust permissible as a Non-natural Owner under the Contract is a “see-through trust” described in Treasury Regulation Section 1.401(a)(9)-4 Q-A A-5, or any successor Regulation, and is permitted under Section 401(a)(9) of the Code, including the Treasury Regulations that apply, to take BCO Distributions under this Contract.

When this Contract is owned by a see-through trust, the trust must have been Designated Beneficiary under the Deceased Owner’s IRA Source Contract or the Deceased Participant’s Applicable Plan, as the case may be.

When this Contract is owned by a custodial inherited traditional IRA, the IRA must meet the requirements of Sections 408(a) and 408(d)(3)(C) of the Code. It must be the IRA Source Contract or it must be an inherited traditional individual retirement account newly and timely established by direct rollover from an Applicable Plan for the benefit of a beneficiary who is not the surviving spouse of a Deceased Participant. The custodial inherited traditional IRA must be maintained for the benefit of the Designated Beneficiary of the Deceased Owner or the Deceased Participant, as the case may be. If such beneficiary is an individual, that individual must also be the Annuitant. If such beneficiary is a see-through trust, the custodial inherited traditional IRA must designate the beneficiary of such trust determined in accordance with Code Section 401(a)(9) and the Treasury Regulations thereunder as the Annuitant.

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

 

[     [
LOGO     LOGO
Mark Pearson,     José Ramón González,
Chief Executive Officer]     Chief Legal Officer and Secretary]

 

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Form of Endorsement 2021INHNQ-IE-Z

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

INHERITED NON-QUALIFIED PAYOUT ENDORSEMENT

When issued with this Endorsement, and as specified in the Data Pages, this Contract is offered to a beneficiary of a nonqualified deferred annuity contract in his/her capacity as beneficiary. It is intended to make the payments required after the death of the holder of a nonqualified deferred annuity contract under Section 72(s) of the Code.

The purpose of this Contract is to distribute at least annually the amount required with respect to a death benefit under another nonqualified deferred annuity contract after the death of the original holder which the beneficiary has directed to be exchanged to this Contract.

This Inherited Non-Qualified Payout Contract (“Inherited NQ”) is offered to a death beneficiary who is a natural person under another nonqualified deferred annuity contract under the circumstances, and with the conditions, described in this Endorsement.

There are two payout options available under this Inherited NQ Contract as further described below in this Endorsement: 1) the “Beneficiary NQ Stretch Option” (see Part VII.A), and 2) the [“Income Edge Beneficiary Advantage”] Payment Program (see Parts VII.A and VII.B).

This Endorsement is part of your Contract and its provisions apply in lieu of any Contract provisions to the contrary. In this Endorsement, “we”, “our” and “us” mean Equitable Financial Life Insurance Company of America and “you” and “your” mean the Owner.

The Effective Date of this Endorsement is your Contract Date.

 

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PART I – DEFINITIONS

SECTION 1.01 ANNUITANT

The following sentences are added at the end:

The Owner of this Contract is also the Annuitant. Joint Annuitants are not permitted under this Contract.

The following Section is deleted: SECTION 1.14 MATURITY DATE

The following Section is deleted and replaced with the following:

SECTION 1.15 NON-NATURAL OWNER

This Inherited NQ Contract is offered only to natural persons who are beneficiaries under another nonqualified deferred annuity contract; Non-Natural Owners are not permitted.

The following Section is deleted and replaced with the following:

SECTION 1.16 OWNER

“Owner” means a beneficiary designated by the Deceased Holder to receive a benefit under the Source Contract after the death of the Deceased Holder, and the beneficiary exchanges his/her entire interest under the Source Contract this Inherited NQ Contract for purposes of taking Required Payments Under Section 72(s)(2)(B) with respect to the exchanged interest from the Source Contract. In the case of an Inbound Exchange Where Payments Have Started, the exchange to this Inherited NQ Contract is of the remaining interest under the Source Contract whether amounts are exchanged directly from the Source Contract or indirectly from Interim Source Contract, into this Contract. Joint Owners are not permitted. The Owner of the Contract cannot be changed.

The following Sections are added at the end of Part I:

SECTION 1.24 REQUIRED PAYMENTS UNDER SECTION 72(s)(2)(B)

“Required Payments Under Section 72(s)(2)(B)” are the post-death payments required when the holder of a nonqualified deferred annuity contract dies before the annuity starting date under such contract and the individual death beneficiary under such contract elects to take distribution of his/her interest over a period not extending beyond the life expectancy of such beneficiary, as described in the Section, “Annuity Benefits Under this Endorsement” in Part VII.A.

 

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SECTION 1.25 REQUIRED PAYMENT STARTING DATE

“Required Payment Starting Date” means the date Required Payments Under Section 72(s)(2)(B) must begin, which can be no later than the date which is one (1) year after the date of death of the Deceased Holder of the Source Contract. [The Required Payment Starting Date is shown in the Data Pages and cannot be changed to a later date.]

SECTION 1.26 INHERITED NQ PAYMENT STARTING DATE

“Inherited NQ Payment Starting Date” means the date that payments actually begin under this Contract. [The Inherited NQ Payment Starting Date is shown in the Data Pages and cannot be changed to a later date.]

SECTION 1.27 DECEASED HOLDER OF THE SOURCE CONTRACT

“Deceased Holder of the Source Contract” means the individual named in the Data Pages, now deceased, who was the holder (or was treated as the holder) of the Source Contract from which your entire interest as beneficiary, was exchanged into this Inherited NQ Contract, and whose death triggers the requirement to distribute amounts with respect to the Source Contract.

SECTION 1.28 SOURCE CONTRACT

“Source Contract” means the nonqualified deferred annuity contract[(s)] which is[are] the source of the exchange to this Inherited NQ Contract, as described in the Section, “Conditions Applicable to the Source Contract and the Exchange Transaction.”

SECTION 1.29 ANNUAL PAYOUT PERIOD

“Annual Payout Period” means the twelve month period beginning on the Inherited NQ Payment Starting Date and each twelve month period thereafter.

SECTION 1.30 INHERITED NQ PAYMENT ANNIVERSARY DATE

“Inherited NQ Payment Anniversary Date” means the last day of the Annual Payout Period under this Contract.

SECTION 1.31 [INBOUND EXCHANGE WHERE PAYMENTS HAVE STARTED]

“[Inbound Exchange Where Payments Have Started]” means an exchange to this Contract under which Required Payments Under Section 72(s)(2)(B) have already started from the Source Contract and the Owner exchanges the remaining interest as a beneficiary under the Source Contract to this Contract, either directly from the Source Contract, or from any Interim Source Contract to which the Owner previously exchanged the remaining interest as a beneficiary under the Source Contract.

 

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SECTION 1.32 INTERIM SOURCE CONTRACT

“Interim Source Contract” means [a] contract[s] to which the Owner exchanged the remaining interest as a beneficiary under the Source Contract, whether directly from the Source Contract, or from any prior successive Interim Source Contract to which the Owner previously exchanged the remaining interest as a beneficiary under the Source Contract and under which Required Payments Under Section 72(s)(2)(B) continued to be made to the Owner at least annually on a period certain and not life contingent basis.

PART III - CONTRIBUTIONS AND ALLOCATIONS

SECTION 3.02 LIMITS ON CONTRIBUTIONS

The following is added at the end of the existing Section:

No Contributions will be accepted unless they are in United States currency. We reserve the right not to accept funds by electronic means unless they meet our specifications.

We indicate in the Data Pages and in this Section any limits on the type, source or amount of Contributions we will accept.

Except as otherwise indicated in this Section or the Data Pages, we accept only one Contribution to this Inherited NQ Contract. We will accept a single Contribution of a Section 1035 exchange of your interest as a beneficiary under the Deceased Holder’s Source Contract or any Interim Source Contract. See the Section, “Conditions Applicable to the Source Contract and the Exchange Transaction.”

If you are a beneficiary under more than one Source Contract of the same Deceased Holder, you may make more than one exchange of your entire interest as a beneficiary from such Source Contract to this Inherited NQ Contract, and we will treat such multiple exchanges as one Contribution, provided that all of the Source Contracts and all of the exchange transactions meet the requirements of the Section, “Conditions Applicable to the Source Contract and the Exchange Transaction.”

In the case of an Inbound Exchange Where Payments Have Started, the single Contribution is of the remaining interest under the Source Contract whether exchanged directly from the Source Contract or indirectly from an Interim Source Contract.

We must receive the Contribution and information we require from the insurance company which issued the Deceased Holder’s Source Contract in sufficient time for us to begin making payments of the Annuity Benefit Under this Endorsement by the Required Payment Starting Date (see Section 3.03 below).    See “Annuity Benefit Under This Endorsement” in Parts VII.A and VII.B.

 

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No Contributions will be accepted after payments of the Annuity Benefit Under this Endorsement have begun.

The following new Section is added at the end of this Part:

SECTION 3.03 CONDITIONS APPLICABLE TO THE SOURCE CONTRACT AND THE EXCHANGE TRANSACTION

Part I – Conditions applicable to the Source Contract and Exchange Transaction where Payments have not Started under the Deceased Holder’s Source Contract

 

  A.

Conditions applicable to the Source Contract

 

  1)

The death of the Deceased Holder of the Source Contract triggers the requirement to make post-death required payments by the Required Payment Starting Date from or with respect to the proceeds of the Source Contract.

  2)

You must not have already made an election with the insurance company which issued the Deceased Holder’s Source Contract for the payout under Section 72(s) of the Code of the Source Contract proceeds.

  3)

You cannot have previously applied the value of your interest as a beneficiary under the Source Contract to an annuity payout or any other post-death substantially equal periodic payment method offered under the Source Contract in accordance with Section 72(s)(2) of the Code.

  4)

You must not have elected to receive the Source Contract proceeds within 5 years after the date of death of the Deceased Holder of the Source Contract, in accordance with Section 72(s)(1)(B) of the Code. Also, even if no affirmative election was made, the insurance company that issued the Deceased Holder’s Source Contract must not have applied the 5 Year Rule under Section 72(s)(1)(B) of the Code.

 

 

  B.

Conditions applicable to the exchange transaction

 

  1)

Your “Section 1035 exchange” Contribution is the direct payment from the insurance company which issued the Deceased Holder’s Source Contract of the value of the amounts held by such insurance company for your benefit by reason of the death of the Deceased Holder of the Source Contract.

 

  2)

You must direct the insurance company which issued the Deceased Holder’s Source Contract to exchange your interest as a beneficiary under the Source Contract for your interest under this Inherited NQ Contract. Since you hold your interest under both the Source Contract and under this Inherited NQ Contract in your capacity as an individual who is the beneficiary at the death of the Deceased Holder of the Source Contract, we consider you the “obligee” for purposes of Section 1035 of the Code.

 

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  3)

You must apply the entire value of your interest as a beneficiary under the Source Contract to this Inherited NQ Contract. We do not accept partial exchanges of your interest. See, “Annuity Benefit Under This Endorsement”, Parts VII.A and VII.B of this Endorsement below.

 

  4)

We must receive the Contribution and information we require from the insurance company which issued the Deceased Holder’s Source Contract that the exchange transaction is a Section 1035 exchange transaction in sufficient time for us to begin making payments of the Annuity Benefit Under this Endorsement by the Required Payment Starting Date. The Required Payment Starting Date must be no later than one year after the date of death of the Deceased Holder of the Source Contract. See the Section, “Annuity Benefit Under This Endorsement” in Part VII. A of this Endorsement below.

 

  5)

If the insurance company which issued the Deceased Holder’s Source Contract does not provide to us the cost basis of the Source Contract allocable to your interest as a beneficiary exchanged into this Inherited NQ Contract no later than [9 months] after the date of death of the Deceased Holder of the Source Contract, then we cannot honor or implement any election for the [Income Edge Beneficiary Advantage] Payment Program. See the Section, “Annuity Benefits Under this Endorsement” in Part VII.B of this Endorsement below.

Part II – Conditions applicable to the Source Contract and Exchange Transaction where Payments have Started under the Deceased Holder’s Source Contract

 

  A.

Conditions applicable to the Source Contract

 

  1)

The death of the Deceased Holder of the Source Contract triggers the requirement to make post-death required payments by the Required Payment Starting Date from or with respect to the proceeds of the Source Contract.

  2)

You must have already made an election with the insurance company which issued the Deceased Holder’s Source Contract or any Interim Source Contract for the payout under Section 72(s) of the Code of the Source Contract proceeds. You cannot have previously applied the value of your interest as a beneficiary under the Source Contract or any Interim Source Contract to a life contingent annuity payout.

  3)

You must not have elected to receive the Source Contract proceeds within 5 years after the date of death of the Deceased Holder of the Source Contract, in accordance with Section 72(s)(1)(B) of the Code. Also, even if no affirmative election was made, the insurance company that issued the Deceased Holder’s Source Contract or any Interim Source Contract must not have applied the 5 Year Rule under Section 72(s)(1)(B) of the Code.

 

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  4)

You must have started to receive Required Payments Under Section 72(s)(2)(B) from the Deceased Holder’s Source Contract or any Interim Source Contract at least annually in accordance with Section 72(s)(2).

 

  B.

Conditions applicable to the exchange transaction

 

  1)

Your “Section 1035 exchange” Contribution is the direct payment from the insurance company which issued the Deceased Holder’s Source Contract, or any Interim Source Contract, of the value of the amounts held by such insurance company for your benefit by reason of the death of the Deceased Holder of the Source Contract.

 

  2)

You must have directed the insurance company which issued the Deceased Holder’s Source Contract to exchange your interest as a beneficiary under the Source Contract, or any Interim Source Contract for your interest under this Inherited NQ Contract. Since you hold your interest under both the Source Contract, or any Interim Source Contract, and under this Inherited NQ Contract in your capacity as an individual who is the beneficiary at the death of the Deceased Holder of the Source Contract, we consider you the “obligee” for purposes of Section 1035 of the Code.

 

  3)

You must apply the entire value of your interest as a beneficiary under the Source Contract or any remaining value from any Interim Source Contract to this Inherited NQ Contract. We do not accept partial exchanges of your interest. See, “Annuity Benefit Under This Endorsement”, Parts VII.A and VII.B of this Endorsement below.

 

  4)

We must receive the Contribution and information we require from the insurance company which issued the Deceased Holder’s Source Contract or any Interim Source Contract that the exchange transaction is a Section 1035 exchange transaction in sufficient time for us to continue making Required Payments Under Section 72(s)(2)(B) at least annually. The Required Payment Starting Date must be no later than one year after the date of death of the Deceased Holder of the Source Contract. With any [Inbound Exchange Where Payments Have Started], we must receive the Contribution and information we require from the insurance company which issued the Source Contract or any Interim Source Contract, [9] months within the last payment date made under such Contract. See the Section, “Annuity Benefit Under This Endorsement” in Part VII. A of this Endorsement below.

 

  5)

If the insurance company which issued the Deceased Holder’s Source Contract or any Interim Source Contract does not provide to us the cost basis of the Source Contract allocable to your interest as a beneficiary exchanged into this Inherited NQ Contract [9] months within the last payment date made under the Source Contract or any Interim Source Contract, whichever is applicable, then we cannot honor or implement any election for the [Income Edge Beneficiary Advantage] Payment Program. See the Section, “Annuity Benefits Under this Endorsement” in Part VII.B of this Endorsement below.

 

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  6)

The Inherited NQ Payment Starting Date cannot be later than one year after the date of the last payment from the Source Contract (or the Interim Source Contract from which amounts are exchanged into this Contract, if applicable).

PART V - WITHDRAWALS AND TERMINATION

All sections under Part V are deleted and replaced with the following:

SECTION 5.01 WITHDRAWALS

Unless otherwise stated in the Data Pages, you may request, pursuant to our procedures then in effect, a withdrawal from the Variable Investment Options while this Contract is in force. You may take withdrawals in addition to the Annuity Benefit Under this Endorsement (scheduled Required Payments Under Section 72(s)(2)(B) described in Part VII). The request must be in a form we accept.

SECTION 5.02 CONTRACT TERMINATION

This Contract terminates as of the date that we make the final payment under the Annuity Benefit Under this Endorsement. In addition, if you do not elect the [Income Edge Beneficiary Advantage] Payment Program, we reserve the right to terminate this Contract if one or more of the following events occur, unless otherwise specified in any Endorsement or Data Pages attached hereto:

(a) A withdrawal is made under Section 5.01 that would result in an Annuity Account Value of an amount less than the minimum amount stated in the Data Pages.

(b) If, as a result of the following, your Annuity Account Value is reduced to zero: 1) the deduction of a charge or fee, or 2) the processing of a withdrawal.

 

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PART VI - PAYMENT UPON DEATH

All sections under Part VI are deleted and replaced with the following:

SECTION 6.01 BENEFICIARY/SUCCESSOR OWNER OF THE ANNUITY BENEFIT UNDER THIS ENDORSEMENT

You give us the name of the person you designate to receive payments of the Annuity Benefit Under this Endorsement if you die before this Contract terminates under the Section, “Contract Termination.” We call this person your “Beneficiary,” and the “Successor Owner” of your interest under this Endorsement. You may change your Beneficiary/Successor Owner while you are alive and while the Contract is in force. Any such change must be made in writing. A change of a previously-designated Beneficiary/Successor Owner will be effective as of the date you sign it, whether or not you are living on the date of receipt at our Processing Office. However, we will not be liable as to any payments we make or actions we take before we receive any such change at our Processing Office.

You may name one or more persons to be primary Beneficiary/Successor Owner and one or more other persons to be contingent Beneficiary/Successor Owner if the primary Beneficiary dies before you. Unless you direct otherwise, if you have named two or more persons as Beneficiary/Successor Owner, the Beneficiary/Successor Owner will be the named person or persons who survive you, and payments will be made to such persons in equal shares or to the survivor.

If there is no named Beneficiary/Successor Owner living or in existence at your death, the Beneficiary/Successor Owner who or which is entitled to the Annuity Benefit Under this Endorsement will be determined in this order: i) your surviving spouse, if any; ii) if there is no surviving spouse, then to your surviving children in equal shares; iii) if there are no surviving children, then to your estate.

SECTION 6.02 CLAIMS REQUIREMENTS FOR PAYMENTS AFTER YOUR DEATH

We need the following “Beneficiary Requirements” before we pay any amounts under this Contract after your death. Any such payments are also subject to any special rules which may apply as described in the Data Pages and any Endorsement or Rider attached hereto.

 

  (i)

a properly completed written request;

  (ii)

due proof of death (as evidenced by a certified copy of the death certificate);

  (iii)

proof satisfactory to us that the person claiming any payment under this Contract is the person entitled to receive it under the terms of Section 6.01;

  (iv)

tax information required by the Code; and

  (v)

any other forms we require.

Upon receipt of notification of your death, if we have not received the Beneficiary Requirements described above, your Contract will continue to remain invested in the Variable Investment Options and no transactions will be permitted.

 

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Unless otherwise specified in the Data Pages attached hereto, the amount of the Death Benefit is equal to the Annuity Account Value on the Payment Transaction Date.

SECTION 6.03 MANNER OF PAYMENT FOR PAYMENTS MADE AFTER YOUR DEATH

After your death, Required Payments Under Section 72(s)(2)(B) will continue to the Beneficiary/Successor Owner at least as rapidly as while you were living, and the Annuity Account Value must be depleted by the end of the period certain that is measured by your life expectancy period.

Required Payments Under Section 72(s)(2)(B) may continue to serial Beneficiaries/Successor Owners until the Annuity Account Value falls to zero, including through single sum withdrawals described in the next paragraph.

The Beneficiary/Successor Owner may elect alternatively to withdraw the Annuity Account Value in a single sum and thereby terminate this Inherited NQ Contract.

Where you have named multiple Beneficiaries/Successor Owners, the Annuity Account Value will be divided into shares described in Section 6.01 as of the date the first claim of any Beneficiary/Successor Owner is processed, as described in Section 6.02. Subject to Section 5.02 of this Endorsement, the proportionate shares of payments will continue to be made to each Beneficiary/Successor Owner for the remaining payment period; however each Beneficiary/Successor Owner is eligible to terminate the Beneficiary/Successor Owner’s share of this Inherited NQ Contract and receive instead a share of the Annuity Account Value in a single sum under either the Beneficiary NQ Stretch Option or the [“Income Edge Beneficiary Advantage] Payment Program”. The Inherited NQ Payment Anniversary Date remains the same for each Beneficiary/Successor Owner electing to continue to receive scheduled payments under this Inherited NQ Contract.

If you die after this Contract is issued, but before we make the first payment of the Annuity Benefit Under this Endorsement, we will pay the Annuity Account Value to the Beneficiary/Successor Owner in a single sum. Before we make this single sum payment, the Beneficiary/Successor Owner may elect alternatively to take the Annuity Benefit Under this Endorsement over the period certain that applied to you. Application of your Annuity Account Value to the [Income Edge Beneficiary Advantage] Payment Program are subject to the minimum amount requirement shown in Section 7B.01 for each Beneficiary/Successor Owner who elects to do so.

 

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PART VII.A

INHERITED NQ - ANNUITY BENEFIT UNDER THIS ENDORSEMENT

PROVISIONS APPLICABLE TO THE BENEFICIARY NQ STRETCH OPTION AND THE [INCOME EDGE BENEFICIARY ADVANTAGE] PAYMENT PROGRAM

All sections under Part VII are deleted and replaced with the following Sections shown in Parts VII.A and VII.B of this Endorsement:

SECTION 7A.00 DEATH DISTRIBUTION RULES UNDER SECTION 72(s) OF THE CODE

This Inherited NQ Contract is designed and intended to effect the post-death distribution rules under Section 72(s)(2)(B) of the Code for amounts exchanged into this Contract by an individual beneficiary under another nonqualified deferred annuity contract. Section 72(s) of the Code requires that where any holder of an annuity contract dies before the annuity starting date, the entire interest in the annuity contract must be distributed within the timeframe, and in the manner, described in that Section. This Contract is not intended to effect the general rule described in Section 72(s)(1)(B) of the Code, that the entire interest in the contract must be distributed within five years after the holder’s death. This Contract is intended to effect the rule described in Section 72(s)(2)(B) of the Code, that an individual designated as the beneficiary to receive the interest in the nonqualified deferred annuity contract after the holder’s death may take distribution of this interest over a period not extending beyond the life expectancy of the individual beneficiary. These payments must begin within one year after the holder’s death.

In the case of an [Inbound Exchange Where Payments Have Started], instead of an exchange from another nonqualified deferred annuity contract, we may accept an exchange from another annuity contract from which Required Payments Under Section 72(s)(2)(B) have started. The exchange must be either directly from the Source Contract or from the most recent Interim Source Contract if successive exchanges have been made of the remaining interest as a beneficiary from the Source Contract. This Contract is not designed to accept amounts which had been paid on a life contingent basis from the Source Contract or any Interim Source Contract. Required Payments Under Section 72(s)(2)(B) must have been made at least annually over a period certain which does not exceed the Owner’s life expectancy period at the Required Payment Starting Date.

SECTION 7A.01 ANNUITY BENEFIT UNDER THIS ENDORSEMENT

The Annuity Benefit Under this Endorsement is the payment of scheduled Required Payments Under Section 72(s)(2)(B) as described in this Part VII.A. The Required Payments Under Section 72(s)(2)(B) are variable and are not guaranteed. The Annuity Benefit Under this Endorsement is a period certain annuity, not a life contingent annuity. No life contingent annuity and no form of annuity benefit is available other than the benefit described in Parts VII.A and VII.B of this Endorsement. The Annuity Benefit Under this Endorsement is not a life contingent

 

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annuity, but the certain period is based on the Owner’s life expectancy. See the Sections, “Calculation of Amount of Annuity Benefit Under This Endorsement, and “Conditions for Payment”, below.

Unless cost basis is available and applied for purposes of reporting income amounts and you have elected the “[Income Edge Beneficiary Advantage] Payment Program” as further described in Part VII.B of this Endorsement, this Annuity Benefit Option is termed the “Beneficiary NQ Stretch Option.”

Terms and Conditions of the Inherited NQ Programs described in Part VII.A and Part VII. B of this Endorsement

 

  1)

Once payments begin under this Contract, they may not be terminated until the Annuity Account Value falls to zero.

  2)

On and after the Inherited NQ Payment Starting Date, no traditional or alternate form of annuity benefit described in Part VII of your Contract may be elected.

  3)

Payments will be processed on a pro-rata basis from your Annuity Account Value in the Variable Investment Options. If there is insufficient value or no value in the Variable Investment Options, any additional amount required or the total amount of the payment, as applicable, will be processed from the Dollar Cost Averaging Account. [If there is insufficient value or no value in the Dollar Cost Averaging Account, any additional amount required or the total amount of the payment, as applicable, will be processed from the Segment Type Holding Accounts on a pro-rata basis. If there is insufficient value or no value in the Segment Type Holding Accounts, any additional amount required or the total amount of the payment, as applicable, will be processed from the Segments on a pro-rata basis.].

  4)

Contributions are not permitted beginning on the Inherited NQ Payment Starting Date. (See Part III of the Contract.)

  5)

You may take withdrawals in addition to scheduled payments from your Contract during the payment period described in this Endorsement (See Section 5.01 of the Contract.)

  6)

You may commute this Contract for its Cash Value once payments begin. (See Section 5.02 of the Contract.)

  7)

[Inherited NQ scheduled payments are not subject to Withdrawal Charges. Such payments do not reduce Contributions in the Contract that are subject to Withdrawal Charges. (See Section 8.01 of the Contract.)

  8)

Inherited NQ payments reduce your Free Withdrawal Amount. (See Section 8.01 of the Contract.)]

SECTION 7A.02 MANNER OF PAYMENT OF ANNUITY BENEFIT UNDER THIS ENDORSEMENT

In the case where Payments have not started under the Deceased Holder’s Source Contract, your interest in this Inherited NQ Contract must be distributed, before or on the Required Payment Starting Date over your remaining life expectancy period, with such life expectancy determined in Section 7A.03.

 

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In the case of an [Inbound Exchange Where Payments Have Started], the Inherited NQ Payment Starting Date cannot be later than one year after the date of the last payment from the Source Contract (or the Interim Source Contract from which amounts are exchanged into this Contract, if applicable). The conditions that we need to honor this request are that we must have received all of your contributions and all the required information that we require to begin payments. If you have elected the [Income Edge Beneficiary Advantage] Payment Program, all conditions stated in Section 7B.01 must be met before the requested Inherited NQ Payment Starting Date. If we cannot honor your requested Inherited NQ Payment Starting Date election, due to the conditions of Section 3.03 not being met, we will begin payments to you under the Beneficiary NQ Stretch Option no later than the Required Payment Starting Date.

If you die before the entire interest in this Contract has been fully distributed, scheduled payments under this Contract will continue to the person you name as Beneficiary/Successor Owner for the remaining term of your life expectancy. See “Part VI – Payment Upon Death” in this Endorsement. Once Required Payments Under Section 72(s)(2)(B) begin, they must be made at least annually until this Inherited NQ Contract is terminated. See Part V – Withdrawals and Termination” of this Endorsement.

We will make the first scheduled Required Payment Under Section 72(s)(2)(B) on the Inherited NQ Payment Starting Date and will make each subsequent scheduled Required Payment Under Section 72(s)(2)(B) on the first day of each Annual Payout Period unless we allow you to, and you elect to receive each scheduled Post-Death Payment Under Section 72(s)(2)(B) in installments on a more frequent basis than annually. If such payment day is not a Business Day, payment will be made on the following Business Day.

Payments of the Annuity Benefit Under this Endorsement will vary based on the Annuity Account Value as determined on the Inherited NQ Payment Starting Date and each Inherited NQ Payment Anniversary Date. Any additional withdrawals you take under Section 5.01 will also affect the amount of scheduled Required Payments Under Section 72(s)(2)(B).

If on any scheduled payment date, the Annuity Account Value is less than or equal to the scheduled payment amount, the Annuity Account Value will be paid and the Contract will terminate. In the last Annual Payout Period, if the Annuity Account Value on the last scheduled payment date is more than the scheduled payment amount, the remaining Annuity Account Value will be paid. This provision supersedes any Termination Provision to the contrary.

SECTION 7A.03 CALCULATION OF AMOUNT OF ANNUITY BENEFIT UNDER THIS ENDORSEMENT

If a Charge for taxes applies in your jurisdiction as described in Section 8.06 of this Contract, such amount will be deducted before determining your initial scheduled Required Payment Under Section 72(s)(2)(B).

Except for [Inbound Exchanges Where Payments Have Started], the amount of the initial scheduled Required Payment Under Section 72(s)(2)(B) is determined by dividing your Annuity Account Value as of the Inherited NQ Payment Starting Date by a divisor representing your initial life expectancy period, as shown in Attachment A. For purposes of calculating your

 

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scheduled Required Payments under Section 72(s)(2)(B), we round the numbers in Attachment A down to the whole number based on your age as of the first anniversary of the date of death of the Deceased Holder of the Source Contract in the calendar year in which payments begin under the Annuity Benefit described in this Endorsement. If Required Payment Under Section 72(s)(2)(B) starts in the calendar year of the date of death of the Deceased Holder of the Source Contract, we round the numbers in Attachment A down to the whole number based on your age as of the date of death of the Deceased Holder of the Source Contract. Each subsequent annual scheduled Required Payment Under Section 72(s)(2)(B) is determined by dividing your remaining Annuity Account Value as of the Inherited NQ Payment Anniversary Date by your remaining life expectancy. On the first day of each subsequent Annual Payout Period, the remaining life expectancy is reduced by 1.

Under an [Inbound Exchange Where Payments Have Started], the amount of the initial scheduled Required Payment Under Section 72(s)(2)(B) is determined by dividing your Annuity Account Value as of the Inherited NQ Payment Starting Date by applying the divisor representing your initial life expectancy period, as shown in Attachment A, based on your age as of the first anniversary of the date of death of the Deceased Holder of the Source Contract, minus the number of years that have passed since the first anniversary of the date of death of the Deceased Holder of the Source Contract. Each subsequent annual scheduled Required Payment Under Section 72(s)(2)(B) under this Contract is determined by dividing your remaining Annuity Account Value as of the Inherited NQ Payment Anniversary Date by your remaining life expectancy. On the first day of each subsequent Annual Payout Period, the remaining life expectancy is reduced by 1.

If the Inherited NQ Payment Anniversary Date is not a Business Day, the Required Payment Under Section 72(S)(2)(B) is determined by your Annuity Account Value on the immediately preceding Business Day.

 

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PART VII.B

INHERITED NQ - ANNUITY BENEFITS

PROVISION APPLICABLE TO

THE [INCOME EDGE BENEFICIARY ADVANTAGE] PAYMENT PROGRAM

SECTION 7B.01 [INCOME EDGE BENEFICIARY ADVANTAGE] PAYMENT PROGRAM

If you elect the [Income Edge Beneficiary Advantage] Payment Program, and you meet the conditions for us to honor or implement the election which are described below, we will take into account the “cost basis” in calculating and reporting income amounts with respect to scheduled Required Payments Under Section 72(s)(2)(B). “Cost Basis” refers to the amount of investment in the Source Contract, or any Interim Source Contract, carried over from the Source Contract, or any Interim Source Contract, to this Contract (as reported to us by the insurance company which issued the Deceased Holder’s Source Contract), plus or minus any subsequent adjustments.

We will calculate your [Income Edge Beneficiary Advantage] payment in the same manner as described in Section 7A.03. See Attachment A. However, you may elect before payments start to take payments over a period certain of less than your life expectancy but no less than [fifteen] years. This election must be made on a form we provide for this purpose. If we cannot honor your [Income Edge Beneficiary Advantage] Payment Program election because of a failure to meet the conditions of this Section and Section 3.03 by [3months] prior to the Required Payment Starting Date, or in the case with an [Inbound Exchange Where Payments Have Started] , [3 months] prior to the anniversary of the last payment date under such Contract, we cannot honor your shorter-than-life-expectancy period certain payment election.

Terms and Conditions of [Income Edge Beneficiary Advantage] Payment Program

In order to participate in the [Income Edge Beneficiary Advantage] Payment Program you must comply with the following terms and conditions in addition to those described in Section 7A.01:

 

  1.

The minimum Annuity Account Value to be applied to the [Income Edge Beneficiary Advantage] Payment Program is [$35,000.00]

  2.

on the [Income Edge Beneficiary Advantage] Effective Date. The minimum payment amount for each payment (monthly, quarterly, annual) is [$250.00].

 

  3.

In addition to the requirements stated in Section 3.03, “Conditions Applicable to the Source Contract and The Exchange Transaction,” and Section 7A.01, (“Annuity Benefit Under This    Endorsement”) for us to honor or implement any election for the [Income Edge Beneficiary Advantage] Payment Program, as of the Inherited NQ Payment Starting Date, your Annuity Account Value must be greater than the “cost basis” reported to us by the insurance company which issued the Deceased Holder’s Source Contract or any Interim Source Contract. Otherwise, payments will be made as described in Part VII.A without accounting for cost basis. This program, described in Part VII.A of this Endorsement, is termed the “Beneficiary NQ Stretch Option.”

 

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  4.

We must be in receipt of all Contributions from the Source Contract at least [three months] prior to the Required Payment Starting Date, or in the case with an [Inbound Exchange Where Payments Have Started], [3 months] prior to the anniversary of the last payment date under such Contract.

 

  5.

We must be in receipt of all cost basis information, in good order, from the Source Contract. If there are multiple Source Contracts for the same Deceased Holder, as long as we have cost basis for any Source Contract, we would apply the cost basis we have as long as the Annuity Account Value of the Contract is greater than the cost basis. See Paragraph 2 above.

 

  6.

Any optional benefit rider you elect will terminate upon your election of the [Income Edge Beneficiary Advantage] Payment Program.

If you fail to meet the above conditions, we will be unable to honor your election of the [Income Edge Beneficiary Advantage] Payment Program under the Annuity Benefit Under this Endorsement. We will, instead make payments to you under the Beneficiary NQ Stretch Option described in Part VII.A of this Endorsement no later than the Required Payment Starting Date.

PART VIII - CHARGES

The following Section is deleted and replaced with the following:

SECTION 8.06 CHARGE FOR TAXES

We reserve the right to deduct from the Contributions applied to provide the Annuity Benefit Under this Contract a charge that we determine which is designed to approximate certain taxes that may be imposed on us, including but not limited to premium taxes which may apply in your state.

PART IX - GENERAL PROVISIONS

The following Section is deleted and replaced with the following:

All references in the Contract to “before the Maturity Date” are deleted and replaced with “while this Contract is in force”

SECTION 9.04 REPORTS AND NOTICES

At least once each year, while this Contract is in force, we will send you a report showing on the start and end dates for the current period for:

(a) the amount of Contributions, withdrawals, and charges to the Annuity Account Value;

(b) the total number of Accumulation Units in each Separate Account or Variable Investment Option;

 

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(c) the Accumulation Unit Values;

(d) the dollar amount in each Separate Account or Variable Investment Option; and

(e) the Cash Value.

The amount described in (d) above reflects your Annuity Account Value. The information provided will be as of a date not more than four months prior to the date of mailing.

In addition to the report described above, we may also send periodic statements to you reflecting transactions on your Contract during that period.

A report or statement as described above or any written notice as described in any other Section will be satisfied by our mailing any such report, statement or notice to your last known address as shown in our records. If you have enrolled in electronic delivery of such reports, statements or notices, our obligation to deliver such reports, statements or notices will be satisfied by sending them to your last provided email address. We will make copies of the reports and statements available to you upon request. The duplicate copies may have an additional cost as shown in the Data Pages.

The following Section is deleted:

SECTION 9.05 CHANGE IN OWNER

The following Section is deleted and replaced with the following:

SECTION 9.06 ASSIGNMENTS AND TRANSFERABILITY

You may not transfer this Contract.

No portion of your interest in this Contract or your rights under this Contract may be sold, assigned, pledged or transferred to any person other than the issuer of this Contract, or discounted, encumbered or pledged as collateral for a loan or as security for the performance of an obligation.

 

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA
[     [
LOGO     LOGO
Mark Pearson,     José Ramón González,
Chief Executive Officer]     Chief Legal Officer and Secretary]

 

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ATTACHMENT A*

 

       

Age

 

Life Expectancy

 

Age

 

Life Expectancy

[0   82.4   37   46.5
1   81.6   38   45.6
2   80.6   39   44.6
3   79.7   40   43.6
4   78.7   41   42.7
5   77.7   42   41.7
6   76.7   43   40.7
7   75.8   44   39.8
8   74.8   45   38.8
9   73.8   46   37.9
10   72.8   47   37
11   71.8   48   36
12   70.8   49   35.1
13   69.9   50   34.2
14   68.9   51   33.3
15   67.9   52   32.3
16   66.9   53   31.4
17   66   54   30.5
18   65   55   29.6
19   64   56   28.7
20   63   57   27.9
21   62.1   58   27
22   61.1   59   26.1
23   60.1   60   25.2
24   59.1   61   24.4
25   58.2   62   23.5
26   57.2   63   22.7
27   56.2   64   21.8
28   55.3   65   21
29   54.3   66   20.2
30   53.3   67   19.4
31   52.4   68   18.6
32   51.4   69   17.8
33   50.4   70   17
34   49.4   71   16.3
35   48.5   72   15.5
36   47.5   73   14.8
          74   14.1
          75   13.4
        76   12.7]

*See Section 7A.03, CALCULATION OF AMOUNT OF ANNUITY BENEFIT UNDER THIS ENDORSEMENT

 

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Form of Endorsement 2021INHROTH-IE-Z

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

INHERITED ROTH IRA

BENEFICIARY CONTINUATION OPTION (BCO) ENDORSEMENT

This Endorsement is part of your Contract and its provisions apply in lieu of any Contract provisions to the contrary. In this Endorsement, “we”, “our” and “us” mean Equitable Financial Life Insurance Company of America and “you” and “your” mean the Owner.

When issued with this Endorsement, and as specified in the Data Pages, this Contract is issued as an inherited Roth individual retirement annuity contract subject to the rules of Sections 408A(b) and 408(b) of the Code and which has been acquired by reason of the death of another individual under Section 408(d)(3)(C) of the Code (“inherited Roth IRA Contract”). The tax qualified provisions are being added to the Contract to comply with the requirements of the tax code. Compliance with the tax qualified provisions prevents loss of the advantages of tax deferral and prevents penalties.

The purpose of this Contract is to distribute the interest of the deceased individual which the beneficiary has directed to be transferred to this Contract.

This inherited Roth IRA Contract is established for your exclusive benefit in your capacity as beneficiary of the deceased individual.

Your entire interest in this Contract is not forfeitable.

The provisions of this Inherited Roth IRA Beneficiary Continuation Option (BCO) Endorsement supersede any inconsistent provisions of the Contract or any other Rider or Endorsement.

The Effective Date of this Endorsement is your Contract Date.

[Applicable to a trustee or custodial IRA Owner]

[If the Owner of this inherited Roth IRA Contract is a trustee or custodian under Sections 408A(b) and 408(a) and of the Code and pertinent Regulations, this inherited Roth IRA Contract is an annuity contract that may be used to fund an inherited Roth individual retirement account that meets Sections 408A(b) 408(a), and 408(d)(3)(C) of the Code. In such a case “you” and “your” refer to the Annuitant where required by context, and the provisions of the custodial inherited Roth individual retirement account prevail during any period this Contract is owned by such a trustee or custodian.]

 

2021INHROTH-IE-Z         


PART I-DEFINITIONS

The following replaces the existing Section in your Contract:

SECTION 1.01 ANNUITANT: “Annuitant” means the individual shown as such on the cover page and in the Data Pages. The identity of the Annuitant is determined in accordance with the Section, “Owner and Annuitant Requirements,” in Part IX.

The following is added at the end of the existing Section in your Contract:

SECTION 1.15 NON-NATURAL OWNER: Non-Natural Owners which are neither a certain see-through trust beneficiary (as defined in Section 9.11) nor a trustee or custodian of an inherited Roth individual retirement account are not permitted.

The following sentences are added at the end of the existing Section in your Contract:

SECTION 1.16 OWNER: Joint Owners are not permitted. The Owner of the Contract cannot be changed. The identity of the Owner is determined in accordance with the Section, “Owner and Annuitant Requirements,” in Part IX.

The following definitions are added at the end of Part I in your Contract:

SECTION 1.24 APPLICABLE PLAN: “Applicable Plan” means any of the following eligible retirement plans which may be the source of the direct rollover Contribution to this inherited Roth IRA Contract: (i) a plan qualified under Section 401(a) of the Code or a contact qualified under Section 403(a) of the Code; (ii) an annuity contract or custodial account qualified under Section 403(b) of the Code; or (iii) a governmental employer plan under Section 457(b) of the Code.

SECTION 1.25 BCO DISTRIBUTIONS: “BCO Distributions” means the post-death payments required from or with respect to this inherited Roth IRA Contract by the “Required Minimum Distribution Rules” of Sections 408(b) and 401(a)(9) of the Code and which are described in the Section, “BCO Distributions—Post-Death Required Minimum Distribution Rules.”

SECTION 1.26 BCO DISTRIBUTION COMMENCEMENT DATE: If you are either an Eligible Designated Beneficiary or Designated Beneficiary subject to the ten-year distribution period (described in Section 7.08(B) below), the “BCO Distribution Commencement Date” is the date of the Deceased Owner’s or Deceased Participant’s death. The BCO Distribution Commencement Date is shown in the Data Pages and cannot be changed to a later date.

If you elect to stretch payments of the Death Benefit (described in Sections 7.08(B)(1)(i) and 7.09), the “BCO Distribution Commencement Date” means the date of the first BCO Distribution under this Contract. The BCO Distribution Commencement Date is shown in the Data Pages and cannot be changed to a later date.

SECTION 1.27 DECEASED OWNER: “Deceased Owner” means the individual named in the Data Pages, now deceased, who owned the Roth IRA Source Contract, and whose death triggers the requirement to distribute amounts with respect to the Roth IRA Source Contract.

 

2021INHROTH-IE-Z   2       


SECTION 1.28 DECEASED PARTICIPANT: “Deceased Participant” means the individual named in the Data Pages, now deceased, whose accrued benefit as a participant in the Applicable Plan is the source of the direct rollover Contribution to this inherited Roth IRA Contract.

SECTION 1.29 DESIGNATED BENEFICIARY: “Designated Beneficiary” means any individual designated by the Deceased Owner or Deceased Participant, as applicable. This term will be interpreted consistently with Code Section 401(a)(9)(E) and the Treasury Regulations thereunder.

SECTION 1.30 ELIGIBLE DESIGNATED BENEFICIARY: “Eligible Designated Beneficiary” means, with respect to a Deceased Owner or Deceased Participant, as applicable, any Beneficiary who is one of the following:

 

    i.

the surviving spouse of the Deceased Owner or Deceased Participant,

 

   ii.

disabled (within the meaning of Section 72(m)(7) of the Code),

 

  iii.

a chronically ill individual (within the meaning of Section 7702B(c)(2) of the Code, except that the requirements of subparagraph (A)(i) thereof shall be treated as met only if there is a certification that, as of such date, the period of inability described in such subparagraph with respect to the individual is an indefinite one which is reasonably expected to be lengthy in nature), or

 

 iv.

an individual not described in any of the preceding clauses of this paragraph and who is not more than 10 years younger than the Deceased Owner or Deceased Participant.

The determination of whether a Beneficiary is an Eligible Designated Beneficiary shall be made as of the date of death of the Deceased Owner or Deceased Participant. For purposes of this Contract, a child of the Deceased Owner or Deceased Participant who has not reached majority (within the meaning of Section 401(a)(9)(F) of the Code) is not considered an “Eligible Designated Beneficiary.”

SECTION 1.31 INTEREST IN THE DECEASED PARTICIPANT’S APPLICABLE PLAN: “Interest in the Deceased Participant’s Applicable Plan” means the share as a beneficiary of the Deceased Participant’s interest in the Applicable Plan, which is the source of the direct rollover Contribution to this inherited Roth IRA Contract. The Interest in the Deceased Participant’s Applicable Plan includes the amount of any outstanding rollover, transfer and recharacterization under Q&As-7 and –8 of Treasury Regulation Section 1.408-8 and the actuarial present value of any additional annuity contract benefits provided. The Interest in the Deceased Participant’s Applicable Plan does not include any values or amounts of benefits which were provided under the Applicable Plan but are not directly rolled over to this inherited Roth IRA Contract.

SECTION 1.32 INTEREST IN THE ROTH IRA SOURCE CONTRACT: “Interest in the Roth IRA Source Contract” means the share as a beneficiary of the Deceased Owner’s Roth IRA Source Contract, which is the source of the direct transfer Contribution to this inherited Roth IRA Contract. The Interest in the Roth IRA Source Contract includes the amount of any outstanding rollover, transfer and recharacterization under Q&As-7 and –8 of Treasury Regulation Section 1.408-8 and the actuarial present value of any additional annuity contract benefits provided. The Interest in the Roth IRA Source Contract does not include any values or amounts of benefits which were provided under the Roth IRA Source Contract but are not directly transferred to this inherited Roth IRA Contract.

 

2021INHROTH-IE-Z   3       


SECTION 1.33 NONSPOUSAL APPLICABLE PLAN BENEFICIARY: “Nonspousal Applicable Plan Beneficiary” means the individual or “see-through trust” designated by the Deceased Participant as beneficiary under an Applicable Plan. If the beneficiary is an individual, he or she is not the surviving spouse of the Deceased Participant.

SECTION1.34 ROTH IRA SOURCE CONTRACT: “Roth IRA Source Contract” means the Roth individual retirement arrangement under Sections 408A and 408 of the Code which is the source of the direct transfer Contribution to this inherited Roth IRA Contract. The Roth IRA Source Contract includes the original Roth individual retirement arrangement under Section 408A of the Code owned by the Deceased Owner and any successive contract to which the Owner previously transferred the remaining interest as a beneficiary under the Roth IRA Source Contract.

SECTION 1.35 SEE-THROUGH TRUST: A “see-through trust” means an irrevocable trust, valid under State law, the only beneficiaries of which are individuals, and which trust has met applicable documentation requirements under the regulations. Such “see-through trust” is described in Treasury Regulation Section 1.401(a)(9)-4 Q&A A-5.

SECTION 1.36 SPECIAL SURVIVING SPOUSE: “Special Surviving Spouse” means the individual who is both the Surviving Spouse of the Deceased Owner and the sole Designated Beneficiary under the Roth IRA Source Contract.

 

2021INHROTH-IE-Z   4       


PART III-CONTRIBUTIONS AND ALLOCATIONS

The following is added at the end of the existing Section in your Contract:

SECTION 3.02 LIMITS ON CONTRIBUTIONS

No Contributions will be accepted unless they are in United States currency. We reserve the right not to accept funds by electronic means unless they meet our specifications.

We indicate in the Data Pages and in this Section any limits on the type, source or amount of Contributions we will accept.

We do not accept regular Contributions out of compensation to this Contract. Except as otherwise indicated in this Section or the Data Pages, we will accept a single Contribution to this inherited Roth IRA Contract.

If the Owner is a Nonspousal Applicable Plan Beneficiary

We will accept a single direct rollover Contribution in accordance with Section 402(c)(11) of the Code of your interest as a beneficiary under the Deceased Participant’s Applicable Plan. A distribution from an eligible retirement plan described in Section 402(c)(8)(B) of the Code other than an IRA may be rolled over as provided in any of the following applicable Sections of the Code: 402(c), 402(e)(6), 403(a)(4), 403(b)(8), 403(b)(10), and 457(e)(16). The rollover may be made from a designated Roth account under the Applicable Plan or it may be from other than a designated Roth account under the Applicable Plan. A rollover which is not from a designated Roth account under the Applicable Plan is a “conversion” rollover. Any lifetime Required Minimum Distribution payments which the Deceased Participant should have taken (up to and including for the last year of his or her life), but which have not been taken prior to the direct rollover to this inherited Roth IRA Contract, are not eligible to be directly rolled over as a Contribution to this Contract. No further Contributions can be made.

If the Owner is a beneficiary under the Roth IRA Source Contract

We will accept a single Contribution of a direct transfer of your interest as a beneficiary under the Roth IRA Source Contract.

A “direct transfer” Contribution is the transfer of amounts to this inherited Roth IRA Contract directly from an inherited Roth individual retirement account or another inherited Roth individual retirement annuity contract which meets the requirements of Sections 408A and 408 of the Code. Any Required Minimum Distribution payments which should have been taken, but which have not been taken prior to the direct transfer to this inherited Roth IRA Contract, are not eligible to be directly transferred as a Contribution to this Contract. Subject to our approval, you may make additional direct transfer Contributions to this inherited Roth IRA Contract from your interest as a beneficiary under another Roth individual retirement arrangement under Sections 408A and 408 of the Code of the same Deceased Owner which is being distributed over the same period.

 

2021INHROTH-IE-Z   5       


PART VI-PAYMENT UPON DEATH

The following is added at the end of the existing Section in your Contract:

SECTION 6.01 BENEFICIARY

If the Owner is a custodial account we will pay the Death Benefit to the custodial account after the Annuitant’s death. If the Owner is a “see-through trust”, and no beneficiary is named or survives the Annuitant, we will pay any Death Benefit to the “see-through trust”.

The first paragraph of the following Section in your Contract is deleted and replaced with the following:

SECTION 6.02 PAYMENT UPON DEATH

Upon receipt of due proof of your death before all amounts have been distributed under this Contract, we will make a lump sum payment of the Death Benefit under this Contract to the Designated Beneficiary unless the Designated Beneficiary elects to continue BCO Distributions as provided in the Section, “BCO Distributions—Post-Death Required Minimum Distribution Rules”. If the Designated Beneficiary elects to continue BCO Distributions, the Annuity Account Value will be reset to the Death Benefit amount if it is greater. The Death Benefit is described in the Contract and in any applicable optional Death Benefit Rider, if elected.

The following Section in your Contract is deleted:

SECTION 6.03 MANNER OF PAYMENT

PART VII - ANNUITY BENEFITS

The following language is added at the beginning of Part VII in your Contract:

Sections 7.01 through 7.07 do not apply to this inherited Roth IRA Contract. The election of BCO Distributions under Section 7.08 below constitutes the Annuity Benefit under Part VII of this Contract.

The following new Section is added at the end of Part VII in your Contract:

SECTION 7.08--BCO DISTRIBUTIONS--POST-DEATH REQUIRED MINIMUM DISTRIBUTION RULES WHEN THE DECEASED OWNER OR DECEASED PARTICIPANT DIES AFTER DECEMBER 31, 2019

 

A.

Required BCO Distributions-General Rule: This Contract is subject to the “Required Minimum Distribution” rules of Sections 408(b) and 401(a)(9) of the Code, including the Treasury Regulations that apply. Notwithstanding any provision of this Contract to the contrary, the distribution of your interest in this inherited Roth IRA Contract will be made in accordance with the requirements of Section 408(b)(3) of the Code, as modified by Section 408A(c)(5) of the Code and the Treasury Regulations thereunder, the provisions of which are herein incorporated by reference. The BCO Distributions under this inherited Roth IRA Contract will be paid in accordance with the Required Minimum Distribution rules of Sections 408 and 401(a)(9) of the Code and Treasury Regulation Sections 1.408-8 and 1.401(a)(9). To the extent that any payment, benefit, or distribution options available to you under this Contract conflict with the Code, the Code requirements prevail.

 

2021INHROTH-IE-Z   6       


B.

Required BCO Distributions-Designated Beneficiary

If you are a Designated Beneficiary, your interest as a beneficiary in the Roth IRA Source Contract or Applicable Plan, as applicable, will be distributed as follows:

General Rule: Subject to the exception for an Eligible Designated Beneficiary in this Subsection B, paragraph (2) below, your interest will be distributed as permitted by us and applicable federal tax law within ten years after the Deceased Owner’s or Deceased Participant’s death, as applicable.

 

  (1)

Exception for Eligible Designated Beneficiaries: If you are an Eligible Designated Beneficiary, your interest will be distributed as permitted by us and applicable federal tax law:

  (i)

over your life, or over a period not extending beyond your life expectancy, starting no later than the calendar year following the calendar year of the Deceased Owner’s or Deceased Participant’s death (or the end of the calendar year in which the Deceased Owner would have attained age 72 (or age 7012 if he or she was born on or before June 30, 1949), if later and the sole Designated Beneficiary is the Deceased Owner’s surviving spouse) (See subsection C below for special rules.), or

 

  (ii)

within ten years after the Deceased Owner’s or Deceased Participant’s death, as applicable.

 

  (2)

Rules upon your death if you are an Eligible Designated Beneficiary

  (i)

If you are an Eligible Designated Beneficiary and die before the portion of the interest to which this Subsection B, paragraph (1) above applies is entirely distributed, the exception under this Subsection B, paragraph (1)(i) above shall not apply to your beneficiary and the remainder of such portion shall be distributed within ten years after your death.

 

  (ii)

If you are a Special Surviving Spouse and die before distributions under this Subsection B, paragraph (1)(i) above begin, this Subsection B shall be applied as if you were the Deceased Owner.

For this purpose, distributions are considered to commence on the date distributions are required to begin to the surviving spouse under this Subsection B, paragraph (1)(i) above. However, if distributions start prior to the applicable date in the preceding sentence, on an irrevocable basis (except for acceleration) in the form of annuity payments meeting the requirements of Treasury Regulation Section 1.401(a)(9)-6 or any successor Regulation, then required distributions are considered to commence on the annuity starting date.

 

  (3)

Rules upon your death if you are a Designated Beneficiary who is not an Eligible Designated Beneficiary: If you are a Designated Beneficiary who is not an Eligible Designated Beneficiary and die before the portion of the interest to which this Subsection B applies is entirely distributed, the remainder of such portion shall be distributed within the original ten-year period that commenced with the Deceased Owner’s or Deceased Participant’s death, as applicable.

 

2021INHROTH-IE-Z   7       


C. Special Rules Applicable to Eligible Designated Beneficiaries under Subsection B, Paragraph (1)(i) above

If you are an Eligible Designated Beneficiary and you made a timely election pursuant to the Code to take your interest in this inherited traditional IRA Contract over your life expectancy, or over a period not extending beyond your life expectancy, your interest will be distributed in accordance with this Subsection.

The BCO Distributions consist of payments no less frequently than annually beginning on the BCO Distribution Commencement Date. We will make these distributions at least once a calendar year in accordance with the Code and applicable Treasury Regulations. Subject to our approval, you may request more frequent than annual payments.

How Payments Are Calculated for Eligible Designated Beneficiaries

The amount of each annual payment is determined by dividing your remaining entire interest in this inherited Roth IRA Contract as of the end of the calendar year prior to the payment by your remaining life expectancy. If the Owner of this Contract is a see-through trust, the Annuitant’s life expectancy is used. For this purpose, your entire interest in this inherited Roth IRA Contract is the Annuity Account Value plus the actuarial present value of any additional annuity contract benefits. Where the Contribution is made to this inherited Roth IRA Contract after the end of that prior calendar year, we will calculate the initial payment using the value of your interest in the Roth IRA Source Contract or Applicable Plan (as applicable) as of the end of the prior calendar year. In no event shall a BCO Distribution exceed the remaining Annuity Account Value on the date of payment.

How Life Expectancy is Determined for Eligible Designated Beneficiaries

Life expectancy is determined using the Single Life Table in Q&A-1 of Treasury Regulation Section 1.401(a)(9)-9 or any successor Regulation. If distributions are being made to a surviving spouse, such spouse’s remaining life expectancy for a calendar year is the number in the Single Life Table corresponding to such spouse’s age in the year. In all other cases, where the Designated Beneficiary is an Eligible Designated Beneficiary other than your spouse, remaining life expectancy for a calendar year is the number in the Single Life Table corresponding to the Eligible Designated Beneficiary’s age as of his or her birthday in the calendar year following the calendar year of your death and reduced by 1 for each subsequent year. If distributions are being made in the form of annuity payments, life expectancy will not be recalculated.

 

2021INHROTH-IE-Z   8       


SECTION 7.09--BCO DISTRIBUTIONS--POST-DEATH REQUIRED MINIMUM DISTRIBUTION RULES WHEN THE DECEASED OWNER OR DECEASED PARTICIPANT DIED ON OR BEFORE DECEMBER 31, 2019

If Required Minimum Distributions Had Commenced Under the Applicable Plan:

If the Deceased Participant died on or after commencing lifetime Required Minimum Distribution payments, your interest as a beneficiary in the remaining portion of his or her interest in the Applicable Plan will continue to be distributed at least as rapidly as under the contract option chosen under the Applicable Plan. Any Required Minimum Distribution payments which should have been taken, but which have not been taken prior to the Contribution to the inherited traditional IRA Contract, are not eligible as a Contribution to this Contract.

If Required Minimum Distributions Had Not Commenced Under the Applicable Plan or if you are the beneficiary under the Deceased Owner’s Roth IRA Source Contract:

If you are a Nonspousal Applicable Plan Beneficiary and the Deceased Participant died before commencing lifetime Required Minimum Distribution payments, or if you are a beneficiary under the Deceased Owner’s Roth IRA Source Contract, your interest in the Roth IRA Source Contract or Applicable Plan will be distributed from this Contract as follows:

General Rule

Your interest in this inherited Roth IRA Contract will be distributed, starting on the BCO Distribution Commencement Date (no later than the end of the calendar year following the calendar year of the Deceased Owner’s or Deceased Participant’s death), over your remaining life expectancy, with such life expectancy determined using your age as of your birthday in the year following the year of the Deceased Owner’s or Deceased Participant’s death. If you die before you receive your entire interest in this Contract, the remainder of your interest shall be distributed to your Beneficiary within ten years after your death.

Provisions Applicable to a Deceased Owner’s Special Surviving Spouse

If you are a Special Surviving Spouse, your interest in this inherited Roth IRA Contract will be distributed, over your life expectancy, starting on the BCO Distribution Commencement Date. Your BCO Distribution Commencement Date can be no later than the end of the calendar year in which the Deceased Owner would have attained age 72 (or age 70 12 if the Deceased Owner was born on or before June 30, 1949), or the end of the calendar year following the calendar year of the Deceased Owner’s death, whichever is later.

If you die before the BCO Distribution Commencement Date, and before Required Minimum Distribution payments have commenced to you, your interest in this Contract will be distributed as if you were the Deceased Owner.

 

2021INHROTH-IE-Z   9       


How Payments Are Calculated

The amount of each annual payment is determined by dividing your remaining entire interest in this inherited Roth IRA Contract as of the end of the calendar year prior to the payment by your remaining life expectancy. If the Owner of this Contract is a see-through trust, the Annuitant’s life expectancy is used. For this purpose, your entire interest in this inherited Roth IRA Contract is the Annuity Account Value plus the actuarial present value of any additional annuity contract benefits (such as guaranteed death benefits). Where the Contribution is made to this inherited Roth IRA Contract after the end of that prior calendar year, we will calculate the initial payment using the value of your interest in the Roth IRA Source Contract or Applicable Plan as of the end of the prior calendar year. In no event shall a BCO Distribution exceed the remaining Annuity Account Value on the date of payment.

How Life Expectancy is Determined

Life expectancy is determined using the Single Life Table in Q&A-1 of Treasury Regulation Section 1.401(a)(9)-9, or any successor Regulation.

General Rule

Life expectancy is determined using your age as your birthday in the calendar year following the calendar year of the Deceased Owner’s or Deceased Participant’s death (“Base Year”). Your remaining life expectancy for a year is the number in the Single Life table corresponding to your age in the Base Year described in the preceding sentence and reduced by one (1) for each subsequent year. If the Owner of this Contract is a see-through trust, the Annuitant’s life expectancy is used.

Provisions Applicable to a Deceased Owner’s Special Surviving Spouse

If you are a Special Surviving Spouse, your life expectancy is determined each year beginning with the calendar year that includes the BCO Distribution Commencement Date. Your remaining life expectancy for a year is the number in the Single Life Table corresponding to your age in that year.

How is it determined whether Required Minimum Distribution payments have commenced to a Special Surviving Spouse

For purposes of this Section, Required Minimum Distribution payments are considered to begin to a Special Surviving Spouse by the date which is the later of the end of the calendar year following the calendar year of the Deceased Owner’s death or the end of the calendar year in which the Deceased Owner would have attained age 72 (or attained age 70 12 if the Deceased Owner was born on or before June 30, 1949).

 

2021INHROTH-IE-Z   10       


Annual payments; potential aggregation with other inherited Roth individual retirement arrangements:

This inherited Roth IRA Contract is designed to pay out at least annually the post-death Required Minimum Distribution payment calculated for the remaining portion of your Interest in the Roth IRA Source Contract or your Interest in the Deceased Participant’s Applicable Plan directly transferred or rolled over to this Contract. The BCO Distributions consist of payments no less frequently than annually beginning on the BCO Distribution Commencement Date. We will make these distributions at least once a calendar year in accordance with the Code and applicable Treasury Regulations. Subject to our approval, you may request more frequent than annual payments. Payments must be made every year except as specifically indicated below.

In the circumstances described in this and the following paragraphs, if you have also been Designated Beneficiary under at least one other of the Deceased Owner’s Roth individual retirement arrangements, you may choose to take the post-death Required Minimum Distribution payments calculated for this inherited Roth IRA Contract from another of the Deceased Owner’s Roth individual retirement arrangements in accordance with Treasury Regulation Section 1.408-8, Q&A A-9. This provision directs that the post-death Required Minimum Distribution be calculated separately for each Roth IRA. The separately-calculated amounts may then be totaled and the total distribution taken from any one or more of the individual’s Roth IRAs held as a beneficiary of the same decedent and which are being distributed under the life expectancy rule in Section 401(a)(9)(B)(iii) or (iv) of the Code.

For this purpose, the following individual retirement arrangements may not be aggregated with this inherited Roth IRA Contract:

 

   

an account or contract that you own not as a beneficiary, but as the Roth IRA owner in your own right;

   

an account or contract that you own as a nonspousal beneficiary of a deceased participant under an Applicable Plan, even if the deceased participant under such Plan is the same as the Deceased Owner named on the cover page and in the Data Pages;

   

an account or contract that you own as a beneficiary of the Deceased Owner named on the cover page and in the Data Pages, if you have elected to take your interest in the account or contract by the end of the calendar year containing the fifth anniversary of the Deceased Owner’s death in accordance with Section 401(a)(9)(B)(ii) of the Code; or

   

a contract you have irrevocably annuitized under Treasury Regulation Section 1.401(a)(9)-6.

Distributions from Section 403(b) contracts, 403(b) custodial accounts, or traditional IRAs inherited from the Deceased Owner also will not satisfy the distribution requirements from inherited Roth IRAs.

In order for us to suspend a BCO Distribution that we would otherwise make, you must give us advance notice in accordance with our procedures at the time. We may request that you document eligibility to take withdrawals from another Roth individual retirement arrangement inherited from the Deceased Owner.

 

2021INHROTH-IE-Z   11       


PART IX-GENERAL PROVISIONS

The following is added at the end of the existing Section in your Contract:

SECTION 9.02 STATUTORY COMPLIANCE

If this Contract fails to qualify as an inherited Roth individual retirement annuity under Sections 408A(b), 408(b) and 408(d)(3)(C) of the Code, we will have the right to terminate this Contract. In that case, we will pay the Annuity Account Value less a deduction for the part which applies to any Federal income tax payable by you which would not have been payable with respect to an inherited Roth individual retirement annuity which meets the terms of Sections 408A(b), 408(b) and 408(d)(3)(C) of the Code.

The following is added at the end of the existing Section in your Contract:

SECTION 9.04 REPORTS AND NOTICES

We will send you a report as of the end of each calendar year showing the status of this Contract and any other reports required by the Code. We will also send to you information on Required Minimum Distributions as is prescribed by the Commissioner of Internal Revenue.

The following Section in your Contract is deleted and replaced with the following:

SECTION 9.05 CHANGE IN OWNER

The Ownership of this inherited Roth IRA Contract cannot be changed.

The following Section in your Contract is deleted and replaced with the following:

SECTION 9.06 ASSIGNMENTS AND TRANSFERABILITY

You may not transfer this Contract. No portion of your interest in this Contract or your rights under this Contract may be sold, assigned, pledged or transferred to any person other than the issuer of this Contract, or discounted, encumbered or pledged as collateral for a loan or as security for the performance of an obligation.

The following new Section is added in your Contract:

SECTION 9.11 OWNER AND ANNUITANT REQUIREMENTS

Rules applicable to the Annuitant: When this Contract is owned by an individual in his or her capacity as beneficiary the Owner must also be the Annuitant.

When this Contract is owned by a see-through trust in its capacity as beneficiary the Annuitant is determined in accordance with Code Section 401(a)(9) and the Treasury Regulations thereunder.

When this Contract is owned by a custodial inherited Roth IRA for benefit of an individual beneficiary of a deceased individual, the individual Designated Beneficiary of the Deceased Owner’s Roth IRA Source Contract or the Deceased Participant’s interest in the Applicable Plan, as the case may be, must be the Annuitant. When this Contract is owned by a custodial inherited Roth IRA for benefit of a see-through trust beneficiary of a deceased individual, the Annuitant is determined in accordance with Code Section 401(a)(9) and the Treasury Regulations thereunder.

 

2021INHROTH-IE-Z   12       


Rules applicable to the Owner: When this Contract is owned by an individual in his or her capacity as beneficiary of the Deceased Owner’s Roth IRA Source Contract or the Deceased Participant’s interest in the Applicable Plan, as the case may be, the Owner must also be the Annuitant.

The only permissible Non-Natural Owners are certain “see-through trust beneficiaries” or a trustee or custodian of an inherited Roth individual retirement account, also referred to in this Contract as a “custodial inherited Roth IRA.” Subject to our approval, the only see-through trust permissible as a Non-Natural Owner under the Contract is a “see-through trust” described in Treasury Regulation Section 1.401(a)(9)-4 Q-A A-5, or any successor Regulation, and is permitted under Section 401(a)(9) of the Code, including the Treasury Regulations that apply, to take BCO Distributions under this Contract.

When this Contract is owned by a see-through trust, the trust must have been Designated Beneficiary under the Deceased Owner’s Roth IRA Source Contract or the Deceased Participant’s Applicable Plan, as the case may be.

When this Contract is owned by a custodial inherited Roth IRA, the IRA must meet the requirements of Sections 408A(b), 408(a) and 408(d)(3)(C) of the Code. It must be the Roth IRA Source Contract or it must be an inherited Roth individual retirement account newly and timely established by direct rollover from an Applicable Plan for the benefit of a beneficiary who is not the surviving spouse of a Deceased Participant. The custodial inherited Roth IRA must be maintained for the benefit of the Designated Beneficiary of the Deceased Owner or the Deceased Participant, as the case may be. If such beneficiary is an individual, that individual must also be the Annuitant. If such beneficiary is a see-through trust, the custodial inherited Roth IRA must designate the beneficiary of such trust determined in accordance with Code Section 401(a)(9) and the Treasury Regulations thereunder as the Annuitant.

 

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

 

[   [
  LOGO        LOGO

 Mark Pearson,

 Chief Executive Officer]

 

    José Ramón González,

    Chief Legal Officer and Secretary]

 

2021INHROTH-IE-Z   13       

Form of Endorsement 2021IRA-IE-Z

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

ENDORSEMENT APPLICABLE TO TRADITIONAL IRA CONTRACTS

This Endorsement is part of your Contract and its provisions apply in lieu of any Contract provisions to the contrary. In this Endorsement, “we”, “our” and “us” mean Equitable Financial Life Insurance Company of America and “you” and “your” mean the Owner.

When issued with this Endorsement, and as specified in the Data Pages, this Contract is issued as an individual retirement annuity contract which meets the requirements of Section 408(b) of the Code (“IRA Contract”). The tax qualified provisions are being added to the Contract to comply with the requirements of the tax code. Compliance with the tax qualified provisions prevents loss of the advantages of tax deferral and prevents penalties.

This Contract is not offered as an Inherited Traditional IRA.

This IRA Contract is established for the exclusive benefit of you and your beneficiaries.

Your entire interest in this Contract is not forfeitable.

The provisions of this IRA Endorsement supersede any inconsistent provisions of the Contract or any other Rider or Endorsement.

The Effective Date of this Endorsement is your Contract Date.

[Applicable to a trustee or custodial IRA Owner]

[If the Owner of this IRA Contract is a trustee or custodian under Section 408(a) of the Code and pertinent Regulations, this IRA Contract is an annuity contract that may be used to fund an individual retirement account that meets the requirements of Section 408(a) of the Code. In such a case “you” and “your” refer to the Annuitant where required by context, and the provisions of the custodial individual retirement account prevail during any period this Contract is owned by such a trustee or custodian.]

PART I - DEFINITIONS

SECTION 1.01 ANNUITANT

The following is added at the end of the existing Section:

You must be both the Annuitant and the Owner [Applicable to a trustee or custodial IRA Owner] [, unless the Owner is a trustee or custodian of an individual retirement account under Section 408(a) of the Code].

[Applicable to a trustee or custodial IRA Owner]

[If the Owner of this IRA Contract is a trustee or custodian of an individual retirement account under Section 408(a) of the Code, the Annuitant must be the individual for whose benefit the individual retirement account is maintained. Benefits under this IRA Contract are determined by the age of the Annuitant.]

 

2021IRA-IE-Z         


The following new Section is added:

SECTION 1.11A ELIGIBLE DESIGNATED BENEFICIARY.

“Eligible Designated Beneficiary” means, with respect to an Owner, any Beneficiary who is one of the following:

 

    i.

the surviving spouse of the Owner,

 

   ii.

disabled (within the meaning of Section 72(m)(7) of the Code),

 

  iii.

a chronically ill individual (within the meaning of Section 7702B(c)(2) of the Code, except that the requirements of subparagraph (A)(i) thereof shall be treated as met only if there is a certification that, as of such date, the period of inability described in such subparagraph with respect to the individual is an indefinite one which is reasonably expected to be lengthy in nature), or

 

 iv.

an individual not described in any of the preceding clauses of this paragraph and who is not more than 10 years younger than the Owner.

The determination of whether a Beneficiary is an Eligible Designated Beneficiary shall be made as of the date of death of the Owner. For purposes of this Contract, a child of the Owner who has not reached majority (within the meaning of Section 401(a)(9)(F) of the Code is not considered an “Eligible Designated Beneficiary.

SECTION 1.15 NON-NATURAL OWNER

The following is added at the end of the existing Section:

Non-Natural Owners other than a trustee or custodial IRA Owner are not permitted.

SECTION 1.16 OWNER

The existing Section is deleted and replaced by the following:

“Owner” means the individual shown as such on the cover page and in the Data Pages, who must also be the Annuitant. Joint Owners are not permitted. The Owner of this Contract cannot be changed [Applicable to a trustee or custodial IRA Owner] [, unless the Owner is a trustee or custodian of an individual retirement account under Section 408(a) of the Code].

[Applicable to a trustee or custodial IRA Owner]

[Where the Contract is purchased to fund an individual retirement account under Section 408(a) of the Code, the Owner must be a trustee or custodian meeting the requirements of that Section and pertinent Regulations. The Annuitant must be the individual for whose benefit the individual retirement account is maintained. If the Owner of this IRA Contract is a trustee or custodian of an individual retirement account under Section 408(a) of the Code, the Owner may be changed to a different trustee or custodian of an individual retirement account under Section 408(a) of the

 

2021IRA-IE-Z   2       


Code benefiting the Annuitant. In the alternative, the ownership may be changed to the Annuitant. When the Annuitant is the Owner, any provisions of this Endorsement relating to trustee or custodial ownership have no effect.]

The following new Section is added:

SECTION 1.20A REQUIRED MINIMUM DISTRIBUTION PAYMENTS.

“Required Minimum Distribution Payments” means the payments from or with respect to this IRA Contract that are required by Sections 408(b) and 401(a)(9) of the Code and which are described in the Section, “Required Minimum Distribution Rules.”

PART III – CONTRIBUTIONS AND ALLOCATIONS

SECTION 3.02 LIMITS ON CONTRIBUTIONS

The title of this Section is changed to:

“SECTION 3.02 MINIMUM AMOUNTS, LIMITS AND REQUIREMENTS FOR CONTRIBUTIONS”

and the following is added at the end of the existing Section:

No Contributions will be accepted unless they are in United States currency. We reserve the right not to accept funds by electronic means unless they meet our specifications.

We indicate in the Data Pages and in this Section any limits on the type, source or amount of Contributions we will accept.

The initial Contribution to this IRA Contract must be a rollover contribution or a direct transfer contribution described in paragraph (b) below. We do not offer this IRA Contract to fund employer-sponsored “Simplified Employee Pension” (“SEP”) plans described in Section 408(k) of the Code or SIMPLE IRA plans described in Section 408(p) of the Code, so we do not accept contributions under those plans. We do not offer this IRA Contract as an Inherited IRA Contract so we do not accept direct transfer contributions from the Traditional IRA of a deceased IRA owner, nor do we accept direct rollover contributions from beneficiaries of deceased plan participants in eligible retirement plans.

(a) “Regular” traditional IRA Contributions; Maximum Permissible Amount

General. Except in the case of a “rollover contribution” or a “direct transfer” contribution described in paragraph (b) below, or except as noted under “Age 50”+ and “Temporary or specially directed rules” below in this paragraph (a), the total of “regular” Traditional IRA contributions described in Section 219 of the Code will not exceed $5,000 for any taxable year. This $5,000 annual dollar limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under Section 219(b)(5)(C) of the Code. Such adjustments will be in multiples of $500.

Age 50+. If you are age 50 or older, the annual dollar limit on regular contributions is increased by $1,000 for any taxable year.

 

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Temporary or specially directed rules. You may make additional contributions specifically authorized by statute if you are eligible to do so under temporary or specially directed rules, such as repayments of qualified reservist distributions, repayments of certain plan distributions made on account of a federally declared disaster and certain amounts received in connection with the Exxon Valdez litigation. We may request that you document your eligibility to make any such additional contributions.

(b) Rollover and Direct Transfer Contributions

A “rollover contribution” is one permitted by any of the following Sections of the Code: 402(c), 402(e)(6), 403(a)(4), 403(b)(8), 403(b)(10), 408(d)(3) and 457(e)(16). A “direct transfer” contribution is the transfer of amounts to this Contract directly from a traditional individual retirement account or another Traditional Individual Retirement Annuity Contract which meets the requirements of Section 408 of the Code.

(c) SIMPLE IRA Limits

No Contributions will be accepted under a SIMPLE IRA plan established by any employer pursuant to Code Section 408(p). Also, no transfer or rollover of funds attributable to contributions made by a particular employer under its SIMPLE IRA plan will be accepted from a SIMPLE IRA, that is, an IRA used in conjunction with a SIMPLE IRA plan, prior to the expiration of the 2-year period beginning on the date you first participated in that employer’s SIMPLE IRA plan.

PART V - WITHDRAWALS AND TERMINATION

SECTION 5.01 WITHDRAWALS

The following is added at the end of the existing Section:

Withdrawals for Births and Adoptions

You may withdraw up to $5,000 from your Contract with respect to any qualified birth or adoption (“qualified birth or adoption distribution”), and such amount will not be subject to the early withdrawal penalty under Section 72(t) of the Code. A “Qualified Birth or Adoption Distribution” means any distribution from an applicable eligible retirement plan to an individual if made during the 1-year period beginning on the date on which a child of the individual is born or on which the legal adoption by the individual of an eligible adoptee (any individual, other than a child of the taxpayer’s spouse, who has not attained age 18 or is physically or mentally incapable of self-support) is finalized. Subject to the contribution limits and rules under your Contract, such distributions may be repaid in one or more payments.

 

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PART VI - PAYMENT UPON DEATH

SECTION 6.01 BENEFICIARY

The following sentence is added at the end of the second paragraph of the existing Section:

Unless you specifically elect in writing otherwise, we will treat each Beneficiary’s share of the Death Benefit payable as a separate account for the benefit of each Beneficiary as described in Treasury Regulation Section 1.401(a)(9)-8 Q&A A-2(a)(2) or any successor Regulation.

SECTION 6.02 PAYMENT UPON DEATH

The following is added at the end of the existing Section:

Payment upon death is subject to the “Required Minimum Distribution” rules of Sections 408(b) and 401(a)(9) of the Code. See the Section, “Required Minimum Distribution Rules”.

Under either of the following two alternative circumstances a Death Benefit described in this Section will not be paid at your death before the Maturity Date and the coverage under this Contract will continue as described in paragraph (1) or (2) below, whichever is applicable.

 

  (1)

If you are married at your death, the person named as sole Beneficiary under the “Beneficiary” Section of this Contract is your surviving spouse, and your surviving spouse, elects the “Spousal Continuation” option under your Contract, then no Death Benefit is payable until after your surviving spouse’s death.

 

  (2)

If the “Beneficiary Continuation Option” described in Section 6.04 is in effect, the entire interest in this Contract will be paid out after your death under the Beneficiary Continuation Option in accordance with requirements described in Section 7.08, Part B (Required Minimum Distribution Rules-Payment After Your Death).

[Applicable to a trustee or custodial IRA Owner]

[If the Owner and the Annuitant are different because the Owner of the Contract is a trustee or custodian under Section 408(a) of the Code and pertinent Regulations, in this Section “you” refers to the Annuitant, and your surviving spouse can be named successor Annuitant.]

Terms Applicable to Spousal Continuation

To elect Spousal Continuation, your surviving spouse must be Age [75] or younger as of the Payment Transaction Date. 

The following Section is added at the end of Part VI:

SECTION 6.04 BENEFICIARY CONTINUATION OPTION

This Section applies only if you die before the Maturity Date, and the Beneficiary named under the “Beneficiary” Section of this Contract is an individual. With the exception of the following paragraph, this Section does not apply to any Beneficiary that is not an individual, and that non-individual Beneficiary’s portion of the Death Benefit described in the “Payment Upon Death” Section of this Contract is payable to the Beneficiary.

 

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Subject to our approval, this Section applies to a non-individual Beneficiary only if it is a “see-through trust” described in Treasury Regulation Section 1.401(a)(9)-4 Q-A A-5, or any successor Regulation, is the Beneficiary named in the “Beneficiary” Section of this Contract, and is permitted under Section 401(a)(9) of the Code, including the Treasury Regulations that apply, to continue this Contract.

If this Section applies and there is more than one Beneficiary, the Annuity Account Value (or if greater, the Death Benefit on the Payment Transaction Date we receive all Beneficiary Requirements) will be apportioned among your Beneficiaries as you designate pursuant to the “Beneficiary” Section of this Contract.

If the Beneficiary qualifies to continue this Contract, and we receive that Beneficiary’s completed election no later than September 30 of the calendar year following the calendar year of your death and before any contrary election is made, that Beneficiary may continue your Contract pursuant to this Section under the terms set forth in (a) through (h) below. Each such Beneficiary electing to continue his or her portion of the interest in this Contract is a “Continuation Beneficiary”. For any Beneficiary who does not timely elect to continue his or her portion of the interest in this Contract, we will pay in a single sum that Beneficiary’s share of the Death Benefit pursuant to the “Payment Upon Death” Section of this Contract.

The terms of the Beneficiary Continuation Option are as follows:

 

  (a)

This Contract cannot be assigned and must continue in your name for benefit of your Continuation Beneficiary. The Continuation Beneficiary may not assign his/her portion of the entire interest in this Contract.

 

  (b)

The Continuation Beneficiary automatically becomes the successor Annuitant with respect to that Continuation Beneficiary’s portion of the entire interest in this Contract. .

 

  (c)

The Continuation Beneficiary may transfer amounts among the Variable Investment Options with respect to that Continuation Beneficiary’s portion of the entire interest in this Contract.

 

  (d)

The Continuation Beneficiary cannot make any additional Contributions to this Contract.

 
  (e)

Distributions to the Continuation Beneficiary with respect to that Continuation Beneficiary’s portion of the entire interest in this Contract will be made in accordance with requirements described in Section 7.08, Part B (Required Minimum Distribution Rules–Payments After Your Death).

 

  (f)

The Beneficiary Continuation Option for an Eligible Designated Beneficiary is designed to pay out at least annually the post-death Required Minimum Distribution payment calculated for a Continuation Beneficiary’s portion of the entire interest in this Contract. If a Continuation Beneficiary elects to take all or part of any such Required Minimum Distribution payment from another of your traditional individual retirement arrangements under which you also designated that Continuation Beneficiary as beneficiary, as described in Section 7.08, Part B (Required Minimum Distribution Rules–Payments After Your Death) in order for us to suspend such payment, that Continuation Beneficiary must give us advance notice in accordance with our procedures at the time.

 

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  (g)

A Continuation Beneficiary may withdraw the Annuity Account Value apportioned to such Continuation Beneficiary at any time.

 

  (h)

Upon a Continuation Beneficiary’s death, we will make a single sum payment to the person designated by the deceased Continuation Beneficiary to receive that deceased Continuation Beneficiary’s portion of the Annuity Account Value, if any remains. In the alternative, the deceased Continuation Beneficiary’s designated beneficiary may elect to continue the payment method originally elected by the deceased Continuation Beneficiary subject to Section 7.08, Part B (Required Minimum Distribution Rules–Payments After Your Death).

PART VII - ANNUITY BENEFITS is changed to:

“ANNUITY BENEFITS AND REQUIRED MINIMUM DISTRIBUTIONS”

The following new Section is added at the end of Part VII:

SECTION 7.08 REQUIRED MINIMUM DISTRIBUTION RULES

This Contract is subject to the “Required Minimum Distribution” rules of Sections 408(b) and 401(a)(9) of the Code, including the Treasury Regulations that apply. To the extent that any payment, benefit, or distribution options available to you under this Contract conflict with the Code, the Code requirements prevail.

Subsection A below describes the Required Minimum Distributions to be made during your lifetime. Subsection B below describes the Required Minimum Distributions to be made after your death, if you die before your entire interest in this Contract is distributed to you. The Required Minimum Distribution rules may be satisfied by either electing an Annuity Benefit or by taking withdrawals at least annually from or with respect to your entire interest in this Contract, all as subject to these rules.

If you choose annual withdrawals, your annual Required Minimum Distribution payments calculated for this Contract may be made from this Contract or from another individual retirement arrangement that you maintain, pursuant to Treasury Regulation Section 1.408-8. If you do not take lifetime Required Minimum Distribution payments from this Contract, we will assume that you are taking them from another individual retirement arrangement that you maintain.

For purposes of both the “lifetime” Required Minimum Distribution rules and the Required Minimum Distribution rules after death, the following definitions and conditions apply:

Your “entire interest” in this Contract for purposes of the Required Minimum Distribution Rules. Your “entire interest” in this Contract includes the amount of any outstanding rollover, transfer and recharacterization under Q&As-7 and -8 of Treasury Regulation Section 1.408-8 or any successor Regulation and, in addition to the dollar amount credited, the actuarial present value of any additional benefits provided under this IRA Contract.

Required Beginning Date. Your “Required Beginning Date” is the first day of April following the calendar year in which you attain age 72 (or age 70 12 if you were born on

 

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or before June 30, 1949). This is the latest date when your lifetime Required Minimum Distribution payments with respect to this Contract can start.

Designated Beneficiary. The term “Designated Beneficiary” means any individual designated as your beneficiary. This term will be interpreted consistently with Code Section 401(a)(9)(E) and the Treasury Regulations thereunder.

A. Required Minimum Distribution Rules -Payments During Your Life

Notwithstanding any provision of this Contract to the contrary, the distribution of your entire interest in this Contract will be made in accordance with the requirements of Section 408(b)(3) of the Code and the Treasury Regulations thereunder, the provisions of which are herein incorporated by reference. Prior to the date that this Contract is annuitized, the distribution of your interest in this Contract must satisfy the requirements of Section 408(a)(6) of the Code and the Regulations thereunder.

Your entire interest in this Contract will be distributed or begin to be distributed no later than your Required Beginning Date defined above. Your entire interest may be distributed, as you elect under one of the following methods or any other method we may make available at such time that meets the requirements of the Code and the Treasury Regulations thereunder:

(i) a lump sum payment;

(ii) payments over your life;

(iii) payments over your life and the life of your Designated Beneficiary who is an Eligible Designated Beneficiary; or

(iv) payments over a period certain not extending beyond your life expectancy, or

(v) payments over a period certain not extending beyond the joint and last survivor expectancy of you and your Designated Beneficiary, who is an Eligible Designated Beneficiary.

The “lifetime” Required Minimum Distribution payments must be made in periodic payments at intervals of no longer than 1 year and must be either nonincreasing or they may increase only as provided in Q&As A-1, A-4 and A-14 of Treasury Regulation Section 1.401(a)(9)-6 or any successor Regulation. In addition, any distribution must satisfy the incidental benefit requirements specified in Q&A A-2 of Treasury Regulation Section 1.401(a)(9)-6 or any successor Regulation.

The distribution periods described in the second preceding paragraph cannot exceed the periods specified in Section 1.401(a)(9)-6 of the Treasury Regulations or any successor Regulation.

The first lifetime Required Minimum Distribution payment can be made as late as April 1 of the year following the year you attain age 72 (or attain age 70 12 if you were born on or before June 30, 1949) and must be the payment that is required for one payment interval. The second payment need not be made until the end of the next payment interval.

B. Required Minimum Distribution Rules – Payments After Your Death

(a) If you die before the distribution of your entire interest and the beneficiary is a Designated Beneficiary:

 

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  (1)

General Rule: Subject to the exception for an Eligible Designated Beneficiary in paragraph (a)(2), the entire interest will be distributed as permitted by us and applicable federal tax law within ten years after your death.

 

  (2)

Exception for Eligible Designated Beneficiaries: If any portion of your interest is payable to (or for the benefit of) an Eligible Designated Beneficiary, such portion will be distributed as permitted by us and applicable federal tax law –

 

  (I)

over the life of such Eligible Designated Beneficiary, or over a period not extending beyond the life expectancy of such Eligible Designated Beneficiary, starting no later than the end of the calendar year following the calendar year of your death (or the end of the calendar year in which you would have attained age 72 (or age 7012 if you were born on or before June 30, 1949), if later, and the sole designated beneficiary is your surviving spouse), or

 

  (II)

within ten years after your death.

 

  (3)

Rules upon death of an Eligible Designated Beneficiary:

 

  (I)

If an Eligible Designated Beneficiary dies before the portion of your interest to which this paragraph (a) applies is entirely distributed, the exception under paragraph (a)(2)(I) shall not apply to any beneficiary of such Eligible Designated Beneficiary and the remainder of such portion shall be distributed within ten years after the death of such Eligible Designated Beneficiary.

  (II)

If the Eligible Designated Beneficiary is your surviving spouse and your surviving spouse dies before distributions to such spouse under paragraph (a)(2)(I) begin, this paragraph (a) shall be applied as if the surviving spouse were you.

For this purpose, distributions are considered to commence on the date distributions are required to begin to the surviving spouse under paragraph (a)(2)(I). However, if distributions start prior to the applicable date in the preceding sentence, on an irrevocable basis (except for acceleration) in the form of annuity payments meeting the requirements of Treasury Regulation Section 1.401(a)(9)-6 or any successor Regulation, then required distributions are considered to commence on the annuity starting date.

(4) Rules upon death of a Designated Beneficiary who is not an Eligible Designated Beneficiary: If a Designated Beneficiary who is not an Eligible Designated Beneficiary dies before the portion of your interest to which this paragraph (a) applies is entirely distributed, the remainder of such portion shall be distributed within the original 10-year period that commenced with your death.

 

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(b) If you die before the distribution of your entire interest under this annuity contract and the beneficiary is not a Designated Beneficiary, unless otherwise provided under applicable federal tax law, the remaining interest will be distributed as follows:

(1) If you die on or after the Required Beginning Date (or die on or after the date annuity payments commence if distributions commence prior to the Required Beginning Date in the form of annuity payments in accordance with the provisions of Q&A-1 of Treasury Regulation Section 1.401(a)(9)-6 or any successor Regulation), the remaining interest will be distributed in accordance with Code Section 401(a)(9) and the Treasury Regulations thereunder at least as rapidly as under the method of distributions being used as of the date of your death.

(2) If you die prior to the Required Beginning Date (and prior to the date annuity payments commence), the remaining interest will be distributed by the end of the calendar year containing the fifth anniversary of your death.

(c) Life expectancy is determined using the Single Life Table in Q&A-1 of Treasury Regulation Section 1.401(a)(9)-9 or any successor Regulation. If distributions are being made to a surviving spouse as the sole Designated Beneficiary, such spouse’s remaining life expectancy for a calendar year is the number in the Single Life Table corresponding to such spouse’s age in the year. In all other cases, where the Designated Beneficiary is an Eligible Designated Beneficiary other than your spouse, remaining life expectancy for a calendar year is the number in the Single Life Table corresponding to the Beneficiary’s age as of his or her birthday in the calendar year following the calendar year of your death and reduced by 1 for each subsequent year. If distributions are being made in the form of annuity payments, life expectancy will not be recalculated.

(d) If the sole Designated Beneficiary is your surviving spouse, and the Spousal Continuation option described in the Section, “Payment Upon Death” is in effect, distribution of your interest in this Contract need not be made until your surviving spouse’s Required Beginning Date for lifetime Required Minimum Distributions described above in Subsection A of this Section, or your surviving spouse’s death if earlier.

(e) Potential aggregation with your other traditional individual retirement arrangements. The required minimum distributions payable to a Beneficiary with respect to this IRA Contract (other than a distribution made in the form of an annuity payment) may be withdrawn from another IRA the Beneficiary holds from the same decedent in accordance with Treasury Regulation Section 1.408-8, Q&A A-9. We may request that a Beneficiary document eligibility to take withdrawals from another of your other traditional individual retirement arrangements.

PART IX - GENERAL PROVISIONS

SECTION 9.02 STATUTORY COMPLIANCE

The following is added at the end of the existing Section:

If this Contract fails to qualify as an individual retirement annuity under Section 408(b) of the Code, we will have the right to terminate this Contract. We may do so, upon receipt of notice of such fact, before the Maturity Date. In that case, we will pay the Annuity Account Value less a deduction for the part which applies to any Federal income tax payable by you which would not have been payable with respect to an individual retirement annuity which meets the terms of Sections 408(b) of the Code. However, we may also, at your request, transfer the Annuity Account Value to another annuity contract issued by an affiliate, subsidiary or us.

 

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SECTION 9.04 REPORTS AND NOTICES

The following is added at the end of the existing Section:

We will send you a report as of the end of each calendar year showing the status of this Contract and any other reports required by the Code. We will also send to you information on Required Minimum Distributions as is prescribed by the Commissioner of Internal Revenue.

SECTION 9.05 CHANGE IN OWNER

The existing Section is deleted and replaced by the following:

The Ownership of this IRA Contract cannot be changed.

[Applicable to a trustee or custodial IRA Owner]

[Where this Contract is purchased to fund an individual retirement account under Section 408(a) of the Code, the Owner may be a trustee or custodian meeting the requirements of that Section and pertinent Regulations. The Annuitant must be the individual for whose benefit the individual retirement account is maintained. If the Owner of this IRA Contract is a trustee or custodian of an individual retirement account under Section 408(a) of the Code, the Owner may be changed to a different trustee or custodian of an individual retirement account under Section 408(a) of the Code benefiting the Annuitant. In the alternative, the ownership may be changed to the Annuitant. When the Annuitant is the Owner, any provisions of this Endorsement relating to trustee or custodial ownership have no effect.]

SECTION 9.06 ASSIGNMENTS AND TRANSFERABILITY

The existing Section is deleted and replaced by the following:

You may not transfer this Contract.

No portion of your interest in this Contract or your rights under this Contract may be sold, assigned, pledged or transferred to any person other than the issuer of this Contract, or discounted, encumbered or pledged as collateral for a loan or as security for the performance of an obligation.

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

 

[           [
LOGO      LOGO
Mark Pearson,      José Ramón González,
Chief Executive Officer]      Chief Legal Officer and Secretary]

 

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Form of Endorsement 2021NQ-IE-Z

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

ENDORSEMENT APPLICABLE TO NON-QUALIFIED CONTRACTS

This Endorsement is part of your Contract and its provisions apply in lieu of any Contract provisions to the contrary. In this Endorsement, “we”, “our” and “us” mean Equitable Financial Life Insurance Company of America and “you” and “your” mean the Owner.

The Effective Date of this Endorsement is your Contract Date.

 

1.

PART I - DEFINITIONS

The following definition is added: SECTION 1.15A JOINT ANNUITANT:

“Joint Annuitant” means the individual specified as such in the Data Pages. The Joint Annuitant must be the spouse of the Annuitant on the Contract Date. [In certain circumstances, you may add a Joint Annuitant who is not your spouse if “[Income Edge]” is elected. For rules applicable to [Income Edge] see Section 7.09F in the Endorsement Applicable to Non-Qualified [Income Edge] Payment Program.]

The following is added at the end of the definition of OWNER:

If a joint owner (“Joint Owner”) is shown in the Data Pages, the Owner and Joint Owner possess an undivided interest in the rights of the entire Contract and must act jointly in exercising any ownership rights. Except for purposes of “Owner Death Distribution Rules” or as otherwise indicated, any reference to ‘‘you’’ and ‘‘your’’ in the Contract will apply to both the Owner and the Joint Owner. [In certain circumstance in connection with [Income Edge], a successor owner may be named under the Contract. The successor owner has no ownership rights while you are alive.]

2. The following is added to PART VI – PAYMENT UPON DEATH before SECTION 6.01 BENEFICIARY:

Where a Contract is owned by a Non-Natural Owner, the death of the Annuitant will trigger payment of any applicable Death Benefit. Where a Joint Annuitant is named under such a Contract, the death of the older Joint Annuitant will trigger payment of any applicable Death Benefit. The older Joint Annuitant is the “primary annuitant.”. For purposes of this section, “you” refers to the Annuitant or older Joint Annuitant, if applicable, when describing the effect of death under a Contract owned by a Non-Natural Owner. If the younger Joint Annuitant dies before the older Joint Annuitant, a Death Benefit is not payable and the Contract continues unless distribution is required under federal tax rules described further in this endorsement. Where a Joint Annuitant is named under the Contract, upon the death of one of the Joint Annuitants, the Contract continues with the single remaining Annuitant, unless distribution is required under federal tax rules described further in this endorsement. If the Joint Annuitants are the same age and share the same birth date, the Annuitant will be deemed to be the older Joint Annuitant for this purpose.

 

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Where a Contract is jointly owned, a Death Benefit is payable at the death of the older Joint Owner. For purposes of this section, “you” refers to the older Joint Owner when describing the effect of death under a Contract jointly owned. If the Joint Owners are the same age and share the same birth date, the Owner will be deemed to be the older Joint Owner for this purpose.

 

3.

PART VI - PAYMENT UPON DEATH

The following is added at the end of SECTION 6.01 BENEFICIARY:

Where a Contract is owned by a Non-Natural Owner which is a Living Trust, upon the death of the named Annuitant, a Death Benefit is payable. At the time of the Annuitant’s death, if the Annuitant’s spouse is the sole beneficiary of the trust, the trustee as Owner of the Contract may request that the spouse be substituted as Annuitant as of the date of the original Annuitant’s death. No further change of Annuitant will be permitted. Where a Joint Annuitant is named under such a Contract, any applicable Death Benefit will be based on the death of the older Joint Annuitant. At the time of the older Joint Annuitant’s death, a death benefit is payable and the trustee as Owner of the Contract may request that the surviving Annuitant continue the Contract. If the younger Joint Annuitant dies before the older Joint Annuitant, a Death Benefit is not payable and the Contract continues. A Living Trust is a trust that meets the following conditions: (i) it is revocable at any time by the grantor, (ii) the grantor has exclusive control of the trust, (iii) no person other than the grantor has any interest in the trust during the grantor’s lifetime, and (iv) the grantor’s spouse is the sole beneficiary of the trust.

If a Contract is jointly owned, the surviving Joint Owner will be deemed the Beneficiary, superseding any other inconsistent Beneficiary designation.

If a Contract has a Non-Natural Owner and Joint Annuitants, the surviving Joint Annuitant, provided the Joint Annuitant is the surviving spouse of the deceased Annuitant will be deemed to be the Beneficiary superseding any other Beneficiary designation.

[In connection with [Income Edge], the Owner may add an individual as Joint Annuitant or Successor Owner. The individual as Joint Annuitant or successor Owner has no ownership rights while the Annuitant or Owner, as applicable, is alive but will supersede any inconsistent Beneficiary designation at the death of the Owner or Annuitant, as applicable.]

 

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4.

PAYMENT UPON DEATH

The following is added at the end of SECTION 6.02 PAYMENT UPON DEATH:

If the Owner and Annuitant are different individuals, at the death of the Annuitant, the Owner becomes the new Annuitant and the Contract continues. No Death Benefit is payable until after the Owner’s death. If the Contract is jointly owned and the Annuitant is not either of the two Owners, at the death of the Annuitant, the older Owner will become the Annuitant if the Owners do not designate a new Annuitant. Where a Joint Annuitant is named under the Contract, upon the death of one of the Joint Annuitants, the Contract continues with the single remaining Annuitant unless distribution is required under federal tax rules described further in this endorsement. Where a Joint Annuitant is named under the Contract and both Annuitants die, then provisions of the first three sentences of this paragraph become operative.

OWNER DEATH DISTRIBUTION RULES UNDER SECTION 72(S) OF THE CODE - Overview

Section 72(s) of the Code requires that where any annuity contract owner dies on or after the annuity starting date and before the entire interest in the annuity contract has been distributed, the remaining portion of the interest must be distributed at least as rapidly as under the method of distribution being used as of the date of death. Section 72(s) of the Code also requires that where any annuity contract owner dies before the annuity starting date, the entire interest in the annuity contract must be distributed within five years after the owner’s death as described in Section 72(s)(1)(B) of the Code. For purposes of this Endorsement, this is called the “Five Year Rule”.    If the beneficiary is an individual, in the alternative, payments must begin within one year after the owner’s death as a life annuity or installment option for a period of not longer than the life expectancy of the individual beneficiary as described in Section 72(s)(2) of the Code. For purposes of this Endorsement, this is called the “One Year Rule”. However, if the beneficiary is the owner’s surviving spouse, no payments of the owner’s interest in the annuity contract are required until after the surviving spouse’s death. If the owner is non-natural, then the death of the annuitant triggers the required payment. Where a Joint Annuitant is named under a Contract with a Non-Natural Owner, any applicable Death Benefit will be based on the death of the older Joint Annuitant as described in Sections 2 and 3 of this Endorsement, however, the death of the primary Annuitant may require distributions described here if the Annuitants are not married at death.

Owner Death Distribution Rules--Contract Continuation

Under any of the following circumstances, if you die before the Maturity Date, the Death Benefit described in Section 6.02, if applicable, will not be paid in a single sum and the Contract will continue as described in subsections (1) through (5) below, whichever is applicable.

 

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3


(1) Single Owner Contract with a Non-Spousal Beneficiary(ies)

Upon the death of the Owner, a Death Benefit is payable. No additional Contributions may be made to the Contract.

If the Death Benefit is paid in the form of an Annuity Benefit the One Year Rule applies. Alternatively, the Beneficiary may elect an option to continue the Contract under the terms of the “NQ Beneficiary Continuation Option” described below in this Section or any annuity payment program described in a separate endorsement, if available. A Beneficiary must submit a timely claim with all Beneficiary Requirements in order to preserve the right to any payment or continuation option.

If the Beneficiary does not elect an annuity option as described in item 4 of this Endorsement or any endorsement describing an annuity payment program, if available, in order to continue the Contract under either the One Year Rule or the Five Year Rule, the Beneficiary must affirmatively elect the “NQ Beneficiary Continuation Option” discussed below.

If the Beneficiary neither (i) elects an annuity option as described in item 4 of this Endorsement or any endorsement describing an annuity payment program, if available, or (ii) affirmatively elects the NQ Beneficiary Continuation Option discussed below, we will pay all amounts under the Contract no later than the fifth anniversary after your death.

(2) Single Owner Contract - Spousal Continuation

When the Owner dies, a Death Benefit is payable. If you are married at the time of your death and the only person named as your primary Beneficiary under Section 6.01 is your surviving spouse and your surviving spouse elects Spousal Continuation under your Contract, then no Death Benefit will be distributed under the Contract until after your surviving spouse’s death. To elect Spousal Continuation your surviving spouse must be age [75] or younger as of the Payment Transaction Date.

If you were also the Annuitant or Joint Annuitant, if applicable, named under the Contract, under Spousal Continuation, your surviving spouse becomes the Owner and single Annuitant. If you were not the Annuitant or Joint Annuitant, if applicable, under the Contract, the individuals named as such will continue in such capacity under the Contract and your surviving spouse becomes the Annuitant at the death of the originally named Annuitant under a Contract where a single Annuitant is named, unless your spouse elects to become the Annuitant under the Contract at the time Spousal Continuation is elected. Under a Contract where Joint Annuitants are named, your surviving spouse becomes the Annuitant upon the death of both the Annuitant and Joint Annuitant, unless your spouse elects to become sole Annuitant under the Contract at the time Spousal Continuation is elected.

 

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(3) Joint Owner Contract - Spousal Continuation

Upon the death of the first of the Joint Owners who are spouses, the following Death Benefit and Spousal Continuation terms apply. Under Contracts owned by a Non-Natural Owner, with Joint Annuitant who are married, upon the death of the first of the Joint Annuitants, reference below to “Joint Owner” is replaced with reference to “Joint Annuitant” and reference to “Owner” is replaced with “Annuitant.” Furthermore, the second paragraph of subsection (A) and the second paragraph of subsection (B) do not apply.    

 

  (A)

If the first Joint Owner to die is also the older Joint Owner, then a Death Benefit is payable and the surviving spouse may elect to become the sole Owner under the Contract. Such election must be made no later than the Payment Transaction Date.

If the deceased spouse was also the Annuitant, or Joint Annuitant, if applicable, named under the Contract, under Spousal Continuation, the younger surviving spouse becomes the Owner and single Annuitant. If neither Owner is the Annuitant, or Joint Annuitant, if applicable, then the individuals named as such will continue in such capacity and the surviving spouse becomes the Annuitant at the death of the originally named Annuitant under a Contract where a single Annuitant is named unless your spouse elects to become the Annuitant under the Contract at the time Spousal Continuation is elected. Under a Contract where Joint Annuitants are named, your surviving spouse becomes the Annuitant upon the death of both the Annuitant and Joint Annuitant, unless your spouse elects to become sole Annuitant under the Contract at the time Spousal Continuation is elected.    

 

  (B)

If the first Joint Owner to die is the younger Joint Owner, the surviving spouse continues the Contract as the sole Owner and no Death Benefit is payable.

If the deceased spouse was also the sole Annuitant, or the surviving spouse was a Joint Annuitant, if applicable, named under the Contract, under Spousal Continuation, the surviving spouse becomes the Owner and sole Annuitant. If neither Owner is the Annuitant, then the Annuitant will continue in such capacity and the surviving spouse becomes the sole Annuitant at the death of the originally named single Annuitant unless your spouse elects to become the Annuitant under the Contract at the time Spousal Continuation is elected.    Under a Contract where Joint Annuitants are named, the surviving spouse becomes the sole Annuitant upon the death of both the Annuitant and Joint Annuitant, unless your spouse elects to become sole Annuitant under the Contract at the time Spousal Continuation is elected.

 

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  (4)

Joint Owner Contract - Non-Spousal Contract Continuation

Upon the death of the first of the Joint Owners who are not spouses at the time of the first death, the following Death Benefit Contract Continuation terms apply. This subsection also applies in the case of Joint Annuitants, whether or not under Non-Natural Contracts, where the Annuitants are not married at death.

 

  (A)

If the first Joint Owner to die is also the older Joint Owner, then a Death Benefit is payable. If neither a single sum nor an Annuity Benefit is elected, the surviving Owner may alternatively elect to become the sole Owner under the Contract and elect either the One Year Rule or Five Year Rule of the NQ Beneficiary Continuation Option described below.

The same rules apply as described above in subsection (1) “Single Owner Contract with a Non-Spousal Beneficiary(ies).”

If the first Joint Owner to die is the younger Joint Owner, then no Death Benefit is payable. If the Cash Value is not paid in the form of an Annuity Benefit and the surviving Owner continues the Contract under the terms of this Section, the continuation must meet with the One Year Rule or the Five Year Rule discussed above.

In order to continue the Contract under the One Year Rule, the surviving Owner must elect the “NQ Beneficiary Continuation Option” discussed below. In order to continue the Contract under the Five Year Rule, the Beneficiary may affirmatively elect the NQ Beneficiary Continuation Option or elect to keep the Contract in-force until the fifth anniversary of the younger Owner’s death as described in the next paragraph. If the surviving Owner does not affirmatively elect the NQ Beneficiary Continuation Option, the Five Year Rule will apply, that is, all amounts under the Contract must be distributed no later than the fifth anniversary after the younger Owner’s death, subject to our receipt of the Beneficiary Requirements.

If the surviving Owner elects to continue the Contract under the Five Year Rule, without electing the NQ Beneficiary Continuation Option, no additional Contributions are permitted under the Contract.    

  (5)

If a named Beneficiary who is an individual elects to become a “Continuation Beneficiary”, the terms of the “NQ Beneficiary Continuation Option”, where the Owner, Joint Owner, Annuitant, or Joint Annuitant, whichever is applicable based on ownership, as shown in the Data Pages, dies before the Maturity Date, are as follows:

 

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“NQ Beneficiary Continuation Option”

 

  (i)

A Beneficiary which is a non-natural entity is not eligible to elect to continue coverage under the Contract as a “Continuation Beneficiary” under the NQ Beneficiary Continuation Option.

 

  (ii)

The Continuation Beneficiary will automatically become the successor Owner with respect to that individual’s portion of the interest in the Contract.

 

  (iii)

We must receive an eligible individual’s election to continue coverage under the Contract as a “Continuation Beneficiary” under the NQ Beneficiary Continuation Option at our Processing Office within [nine (9) months] after your death and before the individual’s share of the Death Benefit or interest in the Contract, as applicable, is paid out in any manner inconsistent with that individual’s election to continue the Contract under the NQ Beneficiary Continuation Option.

 

  (iv)

The Continuation Beneficiary cannot make any additional Contributions to the Contract.

 

  (v)

The Continuation Beneficiary may transfer amounts among the Variable Investment Options with respect to the Continuation Beneficiary’s share of the interest in the Contract.

 

  (vi)

The Continuation Beneficiary may not assign his/her share of the interest in the Contract.

 

  (vii)

Distributions to the Continuation Beneficiary will be made in accordance with the Continuation Beneficiary’s election.

If the Continuation Beneficiary elects to take distribution of his/her share of the interest in the Contract in accordance with the One Year Rule as described in item 4 of this Endorsement, payments will be made at least annually from his/her share of the interest in the Contract over a period not extending beyond the life expectancy of the Continuation Beneficiary. The first such payment must be no later than one (1) year after the date of your death.

The Continuation Beneficiary may alternatively elect to take distribution of his/her share of the interest in the Contract in accordance with the Five Year Rule described in item 4 of this Endorsement.

 

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  (viii)

Withdrawal Rights.

If the Continuation Beneficiary has elected to take distribution of his/her share of the interest in the Contract in accordance with the Five Year Rule, the Continuation Beneficiary may withdraw any portion of his/her share of the interest in the Contract at any time, with any amount of his/her share of the interest in the Contract remaining to be paid fully on the fifth anniversary of your death.

If the Continuation Beneficiary has elected to take distribution of his/her share of the interest in the Contract in accordance with the One Year Rule, the Continuation Beneficiary may withdraw any portion of his/her share of the interest in the Contract at any time. Payments will continue to be made to the Continuation Beneficiary as described in accordance with the One Year Rule, from his/her share of the interest in the Contract, as reduced by the withdrawal.

 

  (ix)

Death of the Continuation Beneficiary. Upon the Continuation Beneficiary’s death, we will make a single sum payment of any of his/her remaining share of the interest in the Contract to the person designated by the deceased Continuation Beneficiary to receive any such payment, unless the person designated by the deceased Continuation Beneficiary is eligible to, and elects to, continue the payment method originally elected by the Continuation Beneficiary over any remaining life expectancy period of the Continuation Beneficiary.

 

5.

The following is added to SECTION 6.03 MANNER OF PAYMENT:

A Beneficiary may elect to apply a Death Benefit to an Annuity Benefit as described in Part VII of the Contract. Any Death Benefit applied as an Annuity Benefit in Part VII will be paid out over the life of the Beneficiary or for a period not exceeding the Beneficiary’s life expectancy (such payments must begin in accordance with the “One Year Rule” described above, and any Death Benefit that is not applied as an Annuity Benefit in Part VII will be paid out in accordance with the “Five Year Rule” described above.

 

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6.

The following is added to PART VII – ANNUITY BENEFITS:

The following is added at the end of SECTION 7.02 – MATURITY DATE

At any time before the Maturity Date, you may request withdrawal of a portion of your Annuity Account Value for application to an Annuity Benefit provided that:

 

  (i)

Your withdrawal would not cause termination of your Contract as described in Section 5.02.

  (ii)

The form and amount of the Annuity Benefit purchased by your withdrawal will be as set forth in, and subject to the terms and conditions of, this Part VII.

  (iii)

if you elect a Period Certain Annuity Benefit, the Period Certain must be at least ten years in duration.

Your request for such a withdrawal constitutes an alternate form of Annuity Benefit and does not change the Maturity Date under your Contract.

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

 

[   [
LOGO   LOGO
Mark Pearson,   José Ramón González,
Chief Executive Officer]   Chief Legal Officer and Secretary]

 

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Form of Endorsement 2021INQPP-IE-Z

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

ENDORSEMENT APPLICABLE TO THE NON-QUALIFIED

[INCOME EDGE SERIES] PAYMENT PROGRAMS

All provisions of the Non-Qualified [Income Edge Series] Payment Programs including [Income Edge], [Income Edge Early Retirement Option] and [Income Edge Beneficiary Advantage] (“[Income Edge Series]”) are subject to the terms and conditions contained in the “Endorsement Applicable to Non-Qualified Contracts” unless otherwise specified herein.

The terms and conditions of this Endorsement become applicable on the respective [Income Edge Series] “Effective Date” or “Payment Start Date”, as applicable and as defined below in Section 7.09A, 7.10A or 7.11A, whichever is applicable, if you elect payments under any of the [Income Edge Series] Payment Programs.

In this Endorsement, “we”, “our” and “us” mean Equitable Financial Life Insurance Company of America and “you” and “your” mean the Owner or the “Applicable Individual” as such term is described in Section 7.09C of this Endorsement, whichever is applicable.

Where any of the terms and conditions of Section 7.09, 7.10 or 7.11 modify a provision of the Contract under the “Endorsement Applicable to Non-Qualified Contracts,” we so indicate below.

This Endorsement is effective upon your Contract Date.

 

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SECTION 7.09    THE [INCOME EDGE] PAYMENT PROGRAM (“[INCOME EDGE]”)

The election of [Income Edge] as described below in Section 7.09 constitutes an alternate annuity benefit under “other form of benefit payment we offer” in Section 7.01 of the Contract. Payments under [Income Edge] will vary based on your Annuity Account Value as determined on the [Income Edge] Effective Date and each [Income Edge] Anniversary Date, as described in Section 7.09E below and any withdrawals you make under the Contract.

The following sections are added to the end of Part VII, ANNUITY BENEFITS, of your Contract:

SECTION 7.09: [INCOME EDGE] - Overview

If you elect [Income Edge] described herein, we will make payments based on 1) the amount applied and 2) the payment period and frequency requested according to the formula described below in Section 7.09E. When you elect [Income Edge], you must meet the age and Annuity Account Value requirements described below. The Annuity Account Value will be depleted by the end of the payment period described below in Section 7.09D. This payment program is a form of annuity payout which is non-life contingent and provides you the right to make withdrawals in addition to the [Income Edge] scheduled payments which are variable and not guaranteed.    

7.09A: Definitions Applicable to [Income Edge]

[Income Edge] Effective Date: “[Income Edge] Effective Date” means the Transaction Date on which we receive your election to begin payments under [Income Edge].

[Income Edge] Payment Start Date: “[Income Edge] Payment Start Date” means the first date a payment is processed under [Income Edge].

Annual Payout Period:    “Annual Payout Period” means the twelve month period beginning on the [Income Edge] Effective Date and each twelve month period thereafter.

[Income Edge] Anniversary Date: “[Income Edge] Anniversary Date” means the last day of the Annual Payout Period. For purposes of any transaction provided under the terms and conditions of this Endorsement which occurs on an [Income Edge] Anniversary Date, if the [Income Edge] Anniversary Date is on a non-Business Day, then the Transaction Date for such transaction will be the Business Day immediately preceding the [Income Edge] Anniversary Date.

7.09B: Minimum Annuity Account Value to be Applied to [Income Edge]: The minimum Annuity Account Value to be applied to [Income Edge] is [$35,000.00] on the [Income Edge] Effective Date.    The minimum payment for monthly and quarterly frequencies in the first Annual Payout Period is [$250.00]. In order to elect [Income Edge], on the [Income Edge] Effective Date, your Annuity Account Value must be greater than your “Cost Basis” according to our records. “Cost Basis” refers to your initial amount applied to purchase the Contract or, in the case of a Contract purchased in a 1035 exchange, the amount carried over from the predecessor contract (as reported to us by the previous insurance carrier) plus or minus any subsequent adjustments. Your cost basis is also referred to as your “investment in the Contract.”

7.09C: Choices of [Income Edge] Payout: The choices of the [Income Edge] Payment Program are (1) Single Election and (2) Joint Election. We use an Applicable Individual’s age only to determine the maximum [Income Edge] payment period as of the [Income Edge] Effective Date. The [Income Edge] payout is non-life contingent.

 

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7.09C(1): Single Election means the payment period is determined by the age of one person referred herein to as the “Applicable Individual.” On the [Income Edge] Effective Date, the Applicable Individual must be at least age 59 12 but not older than age [85]. If your Contract is jointly owned and you choose a Single Election, the other Owner is not subject to these age requirements.

7.09C(2): Joint Election means the payment period is determined by the age of the younger of two individuals referred to here as the “Applicable Individuals.” On the [Income Edge] Effective Date, both individuals must be at least age 59 12 and neither may be older than age [85].

If you wish to make a Joint Election and your Contract has one individual Owner or is a Non-Natural Owner Contract with a single Annuitant, you may add an individual to the Contract as shown in Attachment A, provided that the individual meets the age requirements in the previous paragraph. The individual added need not be your spouse. This provision amends Section 1.15A of the Endorsement Applicable to Non-Qualified Contracts.

7.09D: Determining the Payment Period for the [Income Edge] Payment Program

The maximum payment period under [Income Edge] will vary based on your payment choice election as follows.

Single Election: If you make a Single Election, the maximum payment period for your Contract is Age [95] minus the age of the Applicable Individual (payment period = [95] – age).

Joint Election: If you make a Joint Election, the maximum payment period for your Contract is Age [100] minus the age of the Applicable Individual (payment period = [100] – age).

A shorter payment period may be elected for either option, however, the payment period elected may not be less than [15] years. If, due to your age, your payment period would be less than [15] years, you must elect the maximum payment period.

7.09E: Determining the Payment Amount for [Income Edge]

If a Charge for Taxes applies in your jurisdiction as described in Section 8.06 of the Contract, such amount will be deducted before determining you initial payment amount.

The payment period is first determined on the [Income Edge] Effective Date. On the first day of each subsequent Annual Payout Period, the remaining payment period is reduced by 1.    

 

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The formula for determining the payment amount in each Annual Payout Period is as follows:

 

Annuity Account Value as of the [Income Edge] Effective Date and subsequently on each [Income Edge] Anniversary Date

     Payment Amount for the Annual Payout Period

Payment Period as of the [Income Edge] Effective Date minus number of years elapsed since the [Income Edge] Effective Date*

 

 

=

 

* Note that the denominator cannot be less than 1.

    

The payment amount for the Annual Payout Period is divided by the number of modal payments depending on which payment frequency is elected. Payments may begin on the [Income Edge] Effective Date or any subsequent date that is no more than one payment mode later. Subsequent payments will be on the same day of the month as the initial payment. If such day is not a Business Day, payment will be made on the following Business Day.

If the [Income Edge] Anniversary Date is on a non-Business Day, then the [Income Edge] scheduled payment is determined by your Annuity Account Value on the immediately preceding Business Day.

If on any scheduled payment date, the Annuity Account Value is less than or equal to the scheduled payment amount, the Annuity Account Value will be paid and the Contract will terminate. In the last Annual Payout Period, if the Annuity Account Value on the last scheduled payment date is more than the scheduled payment amount, the remaining Annuity Account Value will be paid. This provision supersedes any Termination Provision to the contrary.

7.09F: Terms and Conditions of the [Income Edge]

 

  1)

Once payments begin, they may not be terminated until your Annuity Account Value falls to zero. On and after the [Income Edge] Effective Date, no traditional or alternate form of annuity benefit described in Part VII may be elected. Once you elect [Income Edge], you may not assign or change ownership of this Contract. This provision modifies Section 9.06 of the Contract.

  2)

Payments will be processed on a pro-rata basis from your Annuity Account Value in the Variable Investment Options. If there is insufficient value or no value in the Variable Investment Options, any additional amount required or the total amount of the payment, as applicable, will be processed from the Dollar Cost Averaging Account. [If there is insufficient value or no value in the Dollar Cost Averaging Account, any additional amount required or the total amount of the payment, as applicable, will be processed from the Segment Type Holding Accounts on a pro-rata basis. If there is insufficient value or no value in the Segment Type Holding Accounts, any additional amount required or the total amount of the payment, as applicable, will be processed from the Segments on a pro-rata basis.]

  3)

Contributions are not permitted beginning on the [Income Edge] Effective Date. (See Section 3.01. of the Contract.)

  4)

You may take withdrawals in addition to scheduled payments under [Income Edge] from your Contract during the payment period. (See Section 5.01 of the Contract.)

  5)

You may commute this Contract for its Cash Value once payments begin. (See Section 5.02 of the Contract.)

  6)

[[Income Edge] payments are not subject to Withdrawal Charges. Such payments do not reduce Contributions in the Contract that are subject to Withdrawal Charges. (See Section 8.01 of the Contract.)

 

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  7)

[Income Edge] payments reduce your Free Withdrawal Amount. (See Section 8.01 of the Contract.)]

7.09G: Payment Upon Death Under the [Income Edge] Payment Program

This Section of this Endorsement modifies Part VI, “Payment Upon Death” of the Endorsement Applicable to Non-Qualified Contracts as follows:

After the [Income Edge] Effective Date, the following terms and conditions are applicable under your Contract:

 

  1)

Under a Joint Election [Income Edge], the surviving Joint Owner, successor Owner or Joint Annuitant, as applicable, is the Beneficiary and supersedes any inconsistent Beneficiary designation. The Joint Owner, successor Owner or Joint Annuitant, as applicable, will be treated as the designated Beneficiary.

  2)

If you add a Joint Annuitant or successor Owner under the Contract as of the [Income Edge] Effective Date and you die on or before the [Income Edge] Payment Start Date, the Joint Annuitant or successor Owner, as applicable, supersedes any inconsistent Beneficiary designation and will be treated as the designated Beneficiary. (See Section 6.01 of the Contract.) The Joint Annuitant or successor Owner, as applicable, has no ownership rights while the Owner is alive. If the Joint Annuitant or successor Owner, as applicable, is not your spouse and you die before the [Income Edge] Payment Start Date, then we will make payments in accordance with Part VI of the “Endorsement Applicable to Non-Qualified Contracts” instead of the provisions of this subsection.

  3)

Spousal Continuation and the Beneficiary Continuation Option are not eligible Death Benefit options under [Income Edge].

  4)

After the death of the Applicable Individual, [Income Edge] scheduled payments will continue to the Beneficiary at least as rapidly as before and the Annuity Account Value must be depleted by the end of the payment period that was established on the [Income Edge] Effective Date.

  5)

The Beneficiary may elect alternatively to withdraw amounts under the Contract in a lump sum and commute [Income Edge]. The commuted value will equal the Annuity Account Value on the Payment Transaction Date described in Section 6.02 of the Contract.

  6)

Where you have named multiple Beneficiaries, the Annuity Account Value on the first Beneficiary Transaction Date will be divided into shares described in Section 6.01 of the Contract. The proportionate shares of payments will continue to be made to each Beneficiary for the remaining payment period; however, each Beneficiary is eligible to commute the Beneficiary’s share of the [Income Edge] and receive instead a share of the Annuity Account Value in a lump sum. The [Income Edge] Effective Date remains the same for each Beneficiary electing to continue [Income Edge].

  7)

Payments under [Income Edge] may continue to Successor Beneficiaries until the Annuity Account Value falls to zero including through lump sum commutation described above.

 

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SECTION 7.10  THE [INCOME EDGE EARLY RETIREMENT OPTION PAYMENT PROGRAM (“[INCOME EDGE ERO]”)

The election of [Income Edge ERO] as described below in Section 7.10 constitutes an alternate annuity benefit under “other form of benefit payment we offer” in Section 7.01 of the Contract. Payments under [Income Edge ERO] will vary based on your Annuity Account Value as determined on the [Income Edge ERO] Effective Date and each [Income Edge ERO] Anniversary Date, as defined in Section 7.10A below and any withdrawals you make under the Contract.

The following sections are added to the end of Part VII, ANNUITY BENEFITS, of your Contract:

SECTION 7.10:   [INCOME EDGE ERO] - Overview

If you elect [Income Edge ERO] described herein, we will make payments based on 1) the amount applied and 2) the payment period and frequency requested according to the life expectancy factor described in Section 7.10B. You may only elect the [Income Edge ERO] prior to your attainment of age 59 12 for purposes of satisfying the requirements of Section 72(q) of the Code pertaining to “substantially equal periodic payments.”

When you elect [Income Edge ERO], 1) the Contract must meet the requirements described in Section 7.09B and 2) the conditions described in Section 7.09F of this Endorsement apply. References to [“Income Edge”] in Section 7.09B and 7.09F for purposes of this Section 7.10 are replaced with [“Income Edge ERO”].

The Annuity Account Value will be depleted by the end of the payment period described below in Section 7.10B. This payment program is a form of annuity payout which is non-life contingent and provides you the right to make withdrawals in addition to the [Income Edge ERO] scheduled payments which are variable and not guaranteed.

If you elect [Income Edge ERO], in order for us to honor your election, we must have on file the cost basis information required to calculate and report income amounts with respect to scheduled [Income Edge ERO] payments before your attainment of age 59 12 . If we cannot honor your request because of a failure to meet to meet this requirement, your election will be cancelled with the option of electing our [Income Edge] Payment Program described in Section 7.09 of this Endorsement.

You may not elect [Income Edge ERO] prior to age 59 12 if your Contract is owned by a Non-Natural Owner. Joint Owners may not elect [Income Edge] described in Section 7.09 of this Endorsement prior to both Owners’ attainment of age 59 12.

 

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7.10A:  Definitions Applicable to [Income Edge ERO]

[Income Edge ERO] Effective Date: “[Income Edge ERO] Effective Date” means the Transaction Date on which we receive your election to begin payments under [Income Edge ERO].

[Income Edge ERO] Payment Start Date: “[Income Edge ERO] Payment Start Date” means the first date a payment is processed under [Income Edge ERO].

Annual Payout Period:    “Annual Payout Period” means the twelve month period beginning on the [Income Edge ERO] Effective Date and each twelve month period thereafter.

[Income Edge ERO] Anniversary Date: “[Income Edge ERO] Anniversary Date” means the last day of the Annual Payout Period. For purposes of any transaction provided under the terms and conditions of this Endorsement which occurs on an [Income Edge ERO] Anniversary Date, if the [Income Edge ERO] Anniversary Date is on a non-Business Day, then the Transaction Date for such transaction will be the Business Day immediately preceding the [Income Edge ERO] Anniversary Date.

SECTION 7.10B:   Calculation of Amount of Annuity Benefit Under the [Income Edge ERO]

If a Charge for Taxes applies in your jurisdiction as described in Section 8.06 of this Contract, such amount will be deducted before determining your initial scheduled [Income Edge ERO] payment.

The amount of the initial scheduled [Income Edge ERO] payment is determined by dividing your Annuity Account Value as of the [Income Edge ERO] Effective Date by a divisor representing your initial life expectancy period as shown in Attachment B. For purposes of calculating your scheduled [Income Edge ERO] payments, we round the numbers in Attachment B down to the whole number based on your age as of the [Income Edge ERO] Effective Date. Each subsequent annual scheduled [Income Edge ERO] payment is determined by dividing your remaining Annuity Account Value as of the Income Edge Anniversary Date by your remaining life expectancy. On the first day of each subsequent Annual Payout Period, the remaining payment period is reduced by 1. For purposes of this Endorsement, this is the “[Income Edge ERO] Payment Period.”

If the [Income Edge ERO] Anniversary Date is on a non-Business Day, then the [Income Edge ERO] scheduled payment is determined by your Annuity Account Value on the immediately preceding Business Day.

 

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7.10C:   Payment Upon Death Under the [Income Edge ERO] Payment Program

This Section of this Endorsement modifies Part VI, “Payment Upon Death” of the Endorsement Applicable to Non-Qualified Contracts as follows:

After the [Income Edge ERO] Effective Date, the following terms and conditions are applicable under your Contract:

 

  1)

Spousal Continuation and the Beneficiary Continuation Option are not eligible Death Benefit options under [Income Edge ERO].

  2)

After your death, [Income Edge ERO] scheduled payments will continue to the Beneficiary at least as rapidly as before and the Annuity Account Value must be depleted by the end of the [Income Edge ERO] Payment Period that was established on the [Income Edge ERO] Effective Date.

  3)

The Beneficiary may elect alternatively to withdraw amounts under the Contract in a lump sum and commute [Income Edge ERO]. The commuted value will equal the Annuity Account Value on the Payment Transaction Date described in Section 6.02 of the Contract.

  4)

Where you have named multiple Beneficiaries, the Annuity Account Value on the first Beneficiary Transaction Date will be divided into shares described in Section 6.01 of the Contract. The proportionate shares of payments will continue to be made to each Beneficiary for the remaining [Income Edge ERO] Payment Period; however, each Beneficiary is eligible to commute the Beneficiary’s share of the [Income Edge ERO] and receive instead a share of the Annuity Account Value in a lump sum. The [Income Edge ERO] Effective Date remains the same for each Beneficiary electing to continue [Income Edge ERO].

  5)

Payments under [Income Edge ERO] may continue to Successor Beneficiaries until the Annuity Account Value falls to zero including through lump sum commutation described above.

 

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SECTION 7.11   [INCOME EDGE BENEFICIARY ADVANTAGE] PAYMENT PROGRAM (“[INCOME EDGE BA)]”)

Pursuant to Part VI (“Payment Upon Death”), [Income Edge BA] is an alternate form of Death Benefit payable to your Beneficiary under the Contract. Joint Owners may not elect [Income Edge BA].

The election of [Income Edge BA] as described below in this Section 7.11 by your Beneficiary after your death and prior to commencement of [Income Edge BA] Payments to you constitutes an alternate post-death annuity benefit under “other form of benefit payment we offer” in Section 7.01 of the Contract.

Death Benefit payments under [Income Edge BA] will vary based on your Annuity Account Value as determined on the [Income Edge BA] Payment Start Date and each [Income Edge BA] Anniversary Date, as defined in Section 7.11A below and any withdrawals your Beneficiary makes under the Contract.

The following sections are added to the end of Part VII, ANNUITY BENEFITS, of your Contract:

SECTION 7.11:   [INCOME EDGE BA] - Overview

Section 72(s) of the Code requires that where any holder of an annuity contract dies before the annuity starting date, the entire interest in the annuity contract must be distributed within the timeframe, and in the manner, described in that Section. This [Income Edge BA] is not intended to effect the general rule described in Section 72(s)(1)(B) of the Code, that the entire interest in the contract must be distributed within five years after the holder’s death. This [Income Edge BA] is intended to effect the rule described in Section 72(s)(2)(B) of the Code, that an individual designated as the beneficiary to receive the interest in the nonqualified deferred annuity contract after the holder’s death may take distribution of this interest over a period not extending beyond the life expectancy of the individual beneficiary. These payments must begin within one year after the holder’s death.

If your Beneficiary elects [Income Edge BA] described herein, we will make payments based on 1) the amount applied and 2) the payment period and frequency requested according to the life expectancy factor described in Section 7.11C. Your Beneficiary may elect before payments start to take payments over a period certain less than his/her life expectancy but no less than [fifteen] years. Your designated Beneficiary may not be a non-natural entity for purposes of electing [Income Edge BA].

For us to honor your Beneficiary’s election of [Income Edge BA], 1) the requirements described in Section 7.09B must be met and 2) the conditions described in Section 7.09F of this Endorsement apply. References to [“Income Edge”] in Sections 7.09B and 7.09F for purposes of this Section 7.11 are replaced with [“Income Edge BA”].    

Your Death Benefit will be depleted by your Beneficiary by the end of the payment period described below in Section 7.11C. This payment program is a form of annuity payout which is non-life contingent and provides your Beneficiary the right to make withdrawals in addition to the [Income Edge BA] scheduled payments which are variable and not guaranteed.    

 

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7.11A:  Definitions Applicable to [Income Edge BA]

Required Payments Under Section 72(S)(2)(B): “Required Payments Under Section 72(s)(2)(B)” means the post-death payments required when the holder of a nonqualified deferred annuity contract dies before the annuity starting date under such contract and the individual death beneficiary under such contract elects to take distribution of his/her interest over a period not extending beyond the life expectancy of such beneficiary.

[Income Edge BA] Required Payment Start Date: “[Income Edge BA] Required Payment Start Date” means the date Required Payments Under Section 72(s)(2)(B) must begin, which can be no later than the date which is one (1) year after your date of death.

[Income Edge BA] Payment Start Date: “[Income Edge BA] Payment Start Date” means the first date a payment is processed under [Income Edge BA].

Annual Payout Period:    “Annual Payout Period” means the twelve month period beginning on the [Income Edge BA] Payment Start Date and each twelve month period thereafter.

[Income Edge BA] Anniversary Date: “[Income Edge BA] Anniversary Date” means the last day of the Annual Payout Period. For purposes of any transaction provided under the terms and conditions of this Endorsement which occurs on an [Income Edge BA] Anniversary Date, if the [Income Edge BA] Anniversary Date is on a non-Business Day, then the Transaction Date for such transaction will be the Business Day immediately preceding the [Income Edge BA] Anniversary Date.

7.11B:   Manner of Payment of Annuity Benefit Under this Endorsement

Your Beneficiary’s interest in this Contract must be distributed, starting on the [Income Edge BA] Required Payment Start Date over your Beneficiary’s remaining life expectancy period, with such life expectancy determined as described in Section 7.11C. Your Beneficiary may elect before payments start to take payments over a period certain less than his/her life expectancy but no less than [fifteen] years.

Your Beneficiary may elect to begin receiving Required Payments under Section 72(s)(2)(B) earlier than the [Income Edge BA] Required Payment Start Date on a form we provide for this purpose If your Beneficiary has elected the [Income Edge BA] Payment Program, the required information described in 7.09B must be met and on file with us before the requested [Income Edge BA] Payment Start Date. If we cannot honor the requested [Income Edge BA] Payment Start Date election because we have not received any cost basis information within [three months] of the [Income Edge BA] Required Payment Start Date, we will begin payments to your Beneficiary as described under the NQ Beneficiary Continuation Option in your “Endorsement Applicable to Non-Qualified Contracts,” no later than the [Income Edge BA] Required Payment Start Date.

If your Beneficiary dies before the entire interest in this Contract has been fully distributed, scheduled payments under this Contract will continue to the person your Beneficiary names as a Successor Beneficiary for the remaining period certain. Once Required Payments Under Section 72(s)(2)(B) begin, they must be made at least annually until this Contract is terminated.

 

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7.11C:  Calculation of Amount of Annuity Benefit Under the [Income Edge BA]

If a Charge for Taxes applies in your jurisdiction as described in Section 8.06 of this Contract, such amount will be deducted before determining the initial scheduled [Income Edge BA] payment.

The amount of the initial scheduled [Income Edge BA] payment is determined by dividing your Death Benefit as of the [Income Edge BA] Payment Start Date by a divisor representing your Beneficiary’s initial life expectancy period shown in Attachment C. For purposes of calculating your Beneficiary’s scheduled [Income Edge BA] payments, we round the numbers in Attachment C down to the whole number based on your Beneficiary’s age as of the first anniversary of your date of death. If payment begins in the calendar year of your date of death, we use your Beneficiary’s age as of your date of death.    Your Beneficiary may elect before payments start to take payments over a period certain less than his/her life expectancy but no less than [fifteen] years. Each subsequent annual scheduled [Income Edge BA] payment is determined by dividing your Beneficiary’s remaining Death Benefit as of the [Income Edge BA] Anniversary Date by the remaining period certain. On the first day of each subsequent Annual Payout Period, the remaining payment period is reduced by 1. For purposes of this Endorsement, this is the “[Income Edge BA] Payment Period”.

If the [Income Edge BA] Anniversary Date is on a non-Business Day, then the Required Payment Under Section 72(S)(2)(B) is determined by your Annuity Account Value on the immediately preceding Business Day.

 

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7.11D:  Payment Upon Death Under the [Income Edge BA] Payment Program

After the [Income Edge BA] Payment Start Date, if your Beneficiary dies, the following terms and conditions are applicable:

 

  1)

Spousal Continuation and the Beneficiary Continuation Option are not eligible Death Benefit options under [Income Edge BA].

  2)

After the death of the Beneficiary, [Income Edge BA] scheduled payments will continue to the Successor Beneficiary at least as rapidly as before and the Death Benefit must be depleted by the end of the [Income Edge BA] Payment Period that was established on the [Income Edge BA] Payment Start Date.

  3)

The Successor Beneficiary may elect alternatively to withdraw amounts under the Contract in a lump sum and commute [Income Edge BA]. The commuted value will equal the Death Benefit on the Payment Transaction Date described in Section 6.02 of the Contract.

  4)

Where your Beneficiary has named multiple Successor Beneficiaries, the Death Benefit on the first Beneficiary Transaction Date will be divided into shares described in Section 6.01 of the Contract. The proportionate shares of payments will continue to be made to each Successor Beneficiary for the remaining [Income Edge BA] Payment Period; however, each Successor Beneficiary is eligible to commute the Successor Beneficiary’s share of the [Income Edge BA] and receive instead a share of the Death Benefit in a lump sum. The [Income Edge BA] Effective Date remains the same for each Successor Beneficiary electing to continue [Income Edge BA].

  5)

Payments under [Income Edge BA] may continue to Successor Beneficiaries until the Death Benefit falls to zero including through lump sum commutation described above.

 

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA
[     [
LOGO     LOGO
Mark Pearson,     José Ramón González,
Chief Executive Officer]     Chief Legal Officer and Secretary]

 

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Attachment A

Contract Structure Upon the [Income Edge] Effective Date

(Applicable to Section 7.09 of this Endorsement)

This table shows your options for Contract restructuring when electing [Income Edge].

 

 

Depending on how the your Contract is structured at issue, the individuals used to determine the payout are as follows:

     
   

Original Contract

Structure

  Contract structure after the [Income Edge] Effective Date    
     
1.  

Individual Owner /

Individual Annuitant

 

OR

 

Individual Owner / Joint Annuitants

 

1)  Single Election = No change to the original Contract structure (Default payout)

 

A. The Applicable Individual is the Owner.

 

B. Maximum payment period is determined by the age of the Owner.

 

2)  Joint Election = Add a successor Owner (spouse or non-spouse) as part of the [Income Edge] election.

 

A. The successor Owner must be at least age 5912 and not older than [85].

 

B. The maximum payment period is determined by the age of the younger of the Owner or successor Owner.

 

C. Joint Ownership rights cannot be given to the successor Owner. Any change of Owner to add a Joint Owner must be done as a separate transaction.

 

D. The successor Owner supersedes any Beneficiary designation.

   
     

2.

 

Either spousal or non-

spousal:

 

Joint Owners / Individual Annuitant

 

OR

 

Joint Owners / Joint Annuitants

 

1)  Single Election = No change to the original Contract structure.

 

A. The Owners must decide which of the two owners will be the Applicable Individual. The election will not be in good order if they elect a Single Election payout without designating the Applicable Individual.

 

2)  Joint Election = No change to the original Contract structure. (Default payout)

 

A. The Applicable Individual is the younger of the two Joint Owners.

 

B. Maximum payment period is determined by the age of the younger Owner.

   

 

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3.  

Non-Natural Owner /

Individual Annuitant

 

1)  Single Election = No change to the original Contract structure (Default payout)

 

A. The Applicable Individual is the Annuitant.

 

B. Maximum payment period is determined by the age of the Annuitant.

 

2)  Joint Election = Add a Joint Annuitant (spouse or non-spouse) as part of the [Income Edge] election.

 

A. The Joint Annuitant must be at least age 5912 and not older than [85].

 

B. The maximum payment period is determined by the age of the younger of the two Joint Annuitants.

   
     

4.

 

Non-Natural Owner /

Joint Annuitants

 

1)  Single Election = No change to the original Contract structure.

 

A. The owner must decide which of the two Annuitants will be the Applicable Individual. The election will not be in good order if a Single Election payout is elected without designating an Applicable Individual.

 

2)  Joint Election = No change to the original Contract structure. (Default payout)

 

A. The Applicable Individual is the younger of the two Joint Annuitants.

 

B. Maximum payment period is determined by the age of the Younger Annuitant.

   
   

5.

 

ForNon-Natural Owner Contracts:

 

1)  Eligible Non-Natural Owners: The only Non-Natural Owner Contract eligible to elect this feature is an annuity contract held by a trust or other entity as a mere agent or nominee for an individual, for example, where the trustee’s ownership interest is nominal compared to the individual sole beneficiary, or the trustee has limited discretion and the individual sole beneficial owner effectively exercises all ownership rights.

 

2)  Ineligible Non-Natural Owners – The following Non-Natural Owner Contracts are not eligible to elect this feature:

 

A. Charitable Remainder Trusts (CRTs).

 

B. Annuity Contract held by a custodian account for the benefit of a minor under the Uniform Gifts or Transfers to Minors Act.

 

C. Annuity Contract held under a Plan described in Section 403 of the Internal Revenue Code.

 

D. Annuity Contract held by an employer until final payout of Annuity Contract resulting from an I.R.C. Section 401(a) qualified plan termination, under I.R.C. Section 72(u)(3)(D).

 

E. Any other Non-Natural Owner Contract not listed in the eligible section above.

 

   

 

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ATTACHMENT B*

 

       
Age   Life Expectancy   Age   Life Expectancy
       
[10   86.2   36   60.4
       
11   85.2   37   59.4
       
12   84.2   38   58.4
       
13   83.2   39   57.4
       
14   82.2   40   56.4
       
15   81.2   41   55.4
       
16   80.2   42   54.4
       
17   79.2   43   53.4
       
18   78.2   44   52.4
       
19   77.3   45   51.5
       
20   76.3   46   50.5
       
21   75.3   47   49.5
       
22   74.3   48   48.5
       
23   73.3   49   47.5
       
24   72.3   50   46.5
       
25   71.3   51   45.5
       
26   70.3   52   44.6
       
27   69.3   53   43.6
       
28   68.3   54   42.6
       
29   67.3   55   41.6
       
30   66.3   56   40.7
       
31   65.3   57   39.7
       
32   64.3   58   38.7
       
33   63.3   59   37.8]
       
34   62.3          
       
35   61.4          

*See Section 7.10B   “Calculation of Amount of Annuity Benefit Under the [Income Edge ERO]”

 

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ATTACHMENT C*

 

Age  

Life

Expectancy

  Age  

Life

Expectancy

  Age  

Life

Expectancy

  Age  

Life

Expectancy

               
[0   82.4   28   55.3   56   28.7   84   8.1
               
1   81.6   29   54.3   57   27.9   85   7.6
               
2   80.6   30   53.3   58   27   86   7.1
               
3   79.7   31   52.4   59   26.1   87   6.7
               
4   78.7   32   51.4   60   25.2   88   6.3
               
5   77.7   33   50.4   61   24.4   89   5.9
               
6   76.7   34   49.4   62   23.5   90   5.5
               
7   75.8   35   48.5   63   22.7   91   5.2
               
8   74.8   36   47.5   64   21.8   92   4.9
               
9   73.8   37   46.5   65   21   93   4.6
               
10   72.8   38   45.6   66   20.2   94   4.3
               
11   71.8   39   44.6   67   19.4   95   4.1
               
12   70.8   40   43.6   68   18.6   96   3.8
               
13   69.9   41   42.7   69   17.8   97   3.6
               
14   68.9   42   41.7   70   17   98   3.4
               
15   67.9   43   40.7   71   16.3   99   3.1
               
16   66.9   44   39.8   72   15.5   100   2.9
               
17   66   45   38.8   73   14.8   101   2.7
               
18   65   46   37.9   74   14.1   102   2.5
               
19   64   47   37   75   13.4   103   2.3
               
20   63   48   36   76   12.7   104   2.1
               
21   62.1   49   35.1   77   12.1   105   1.9
               
22   61.1   50   34.2   78   11.4   106   1.7
               
23   60.1   51   33.3   79   10.8   107   1.5
               
24   59.1   52   32.3   80   10.2   108   1.4
               
25   58.2   53   31.4   81   9.7   109   1.2
               
26   57.2   54   30.5   82   9.1   110   1.1
               
27   56.2   55   29.6   83   8.6   111+   1 ]

*See Section 7.11C “Calculation of Amount of Annuity Benefit Under the [Income Edge BA]”

 

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Form of Endorsement 2021QPDB-IE-Z

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

ENDORSEMENT APPLICABLE TO QUALIFIED DEFINED BENEFIT PLANS

This Endorsement is part of your Contract and its provisions apply in lieu of any Contract provisions to the contrary. In this Endorsement, “we”, “our” and “us” mean Equitable Financial Life Insurance Company of America and “you” and “your” mean the Owner.

When issued with this Endorsement, and as specified in the Data Pages, this Contract is issued as a “Qualified Plan Contract” to a trust under a defined benefit plan which meets the requirements of Section 401(a) of the Code. The tax qualified provisions are being added to the Contract to comply with the requirements of the tax Code. Compliance with the tax qualified provisions prevents loss of the advantages of tax deferral and prevents penalties.

The Effective Date of this Endorsement is your Contract Date.

PART I - DEFINITIONS

SECTION 1.01 ANNUITANT

The following is added at the end of the existing Section:

The Annuitant must be a participant under the Plan.

SECTION 1.12 EMPLOYER

The existing Section is replaced with the following:

“Employer” means an Employer that has adopted a Plan.

SECTION 1.15 NON-NATURAL OWNER

The last sentence of the existing Section is replaced with the following:

Ownership of the Contract cannot be changed to an individual; except as provided in Section 5.03; the Contract can be owned only by a Non-Natural Owner which is a trust for a plan qualified under Section 401(a) of the Code.

SECTION 1.16 OWNER

The existing Section is replaced with the following:

“Owner” means the trust for the Plan named in the Data pages. Individual Owners are not permitted.

 

2021QPDB-IE-Z  

    

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SECTION 1.17 PLAN

The existing Section is replaced with the following:

Plan” means a defined benefit plan that is established, maintained and qualified under Section 401(a) of the Code. The Plan is named in the Data pages.

PART III - CONTRIBUTIONS AND ALLOCATIONS

SECTION 3.02 LIMITS ON CONTRIBUTIONS

The following is added at the end of the existing Section:

We indicate in the Data Pages and in this Section any limits on the type, source or amount of Contributions we will accept.

This Qualified Plan Contract accepts only transfer contributions from other assets or investments under the existing defined benefit qualified Plan trust. The amount to be transferred is to be determined by the Plan’s actuary in accordance with the Plan. Checks written on accounts held in the name of the Employer instead of the Plan or the trust will not be accepted. We do not accept contributions from the employee participant or contributions directly from the Employer.

PART V - WITHDRAWALS AND TERMINATION

SECTION 5.02 CONTRACT TERMINATION

The following is added at the end of the existing Section:

 

  (d)

The Owner directs us to pay out the Cash Value under this Contract.

 

  (e)

The Plan ceases to be a Qualified Plan.

SECTION 5.03 SPECIAL CHANGE OF OWNERSHIP RULES

The following new Section is added at the end of Part V:

If the Owner instructs us that a distribution of this Contract is being made to the Annuitant from the Plan, then the Contract will cease to be a Qualified Plan Contract and will be converted to an individual retirement annuity contract or another appropriate contract according to our rules in effect at the time. This provision will not apply unless this a distribution made to one participant under the Plan who is also the Annuitant. The converted Contract will have the same Contract Date as this Contract.

 

2021QPDB-IE-Z  

    

Page 2

 


SECTION 5.04 LOANS

The following new Section is added at the end of Part V:

Loans are not available under this Qualified Plan Contract.

PART VI - PAYMENT UPON DEATH

SECTION 6.01 BENEFICIARY

The existing Section is replaced with the following:

The Owner of this Contract must be the Beneficiary who is to receive any death benefit (“Death Benefit”) payable because of your death. No other Beneficiary may be named while the Annuitant is alive. After the death of the Annuitant but before the Death Benefit is paid, the Owner may instruct us in writing in a form we accept to make the Death Benefit payable to the Annuitant’s beneficiary under the Plan.

Because the Contract is owned by a Non-Natural Owner, any applicable Death Benefit will be based on the death of the Annuitant. For purposes of this Section, “you” or “your” refer to the Annuitant when describing the Death Benefit under a Non-Natural Owner Contract.

PART IX - GENERAL PROVISIONS

SECTION 9.05 CHANGE IN OWNER

The existing Section is replaced with the following:

The Ownership of this Contract cannot be changed, except as follows: (a) Ownership of this Contract may be transferred to a Non-Natural Owner which is a successor trust for a defined benefit plan qualified under Section 401(a) of the Code; or (b) If this Contract is distributed to an individual as described in Section 5.03; this Contract must be changed to another type of contract which can be owned by an individual.

SECTION 9.06 ASSIGNMENTS AND TRANSFERABILITY

The existing Section is replaced with the following:

This Contract and any amounts payable pursuant to this Contract may not be sold, assigned, pledged, transferred, discounted, commuted, encumbered or pledged as collateral for a loan or as security for the performance of an obligation, except as permitted under applicable law. This restriction does not apply to actions required by a qualified domestic relations order as defined in Section 414(p) of the Code.

 

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SECTION 9.11 OWNER’S RESPONSIBILITY

The following new Section is added at the end of Part IX:

We will not make any payment under this Contract without instructions from the Owner in a form we accept and we will be fully discharged from any liability with respect thereto to the extent such payments are made pursuant to such instructions.

Further, it is the Owner’s responsibility to determine that any payments under the Contract, including but not limited to the Annuity Benefit form elected and the payment intervals, are permitted under the terms of the Plan, the Employee Retirement Income Security Act 1974, the Code and any other applicable laws, rules and regulations.

SECTION 9.12 PLAN QUALIFICATION

The following new Section is added at the end of Part IX:

A “Qualified Plan” is a plan that meets the requirements for qualification under Section 401(a) of the Code, and is a defined benefit plan. The Owner is to provide evidence satisfactory to us that the Plan meets the requirements of Section 401(a) and is a Qualified Plan and any other status documents we may reasonably request.. If at any time the Plan is no longer a Qualified Plan, the Owner is to give us prompt written notice thereof.

If the Owner gives notice that the Plan is no longer a Qualified Plan, then upon at least thirty days advance written notice to the Owner, we will terminate the Contract under Part V and pay the Cash Value to the Owner.

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

 

[

   LOGO

 

[

LOGO

Mark Pearson,

Chief Executive Officer]

 

José Ramón González,

Chief Legal Officer and Secretary]

 

2021QPDB-IE-Z  

    

Page 4

 

Form of Endorsement 2021QPDC-IE-Z

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

ENDORSEMENT APPLICABLE TO

QUALIFIED DEFINED CONTRIBUTION PLANS

This Endorsement is part of your Contract and its provisions apply in lieu of any Contract provisions to the contrary. In this Endorsement, “we”, “our” and “us” mean Equitable Financial Life Insurance Company of America and “you” and “your” mean the Owner.

When issued with this Endorsement, and as specified in the Data Pages, this Contract is issued as a “Qualified Plan Contract” to a trust under a defined contribution plan which meets the requirements of Section 401(a) of the Code. The tax qualified provisions are being added to the Contract to comply with the requirements of the tax Code. Compliance with the tax qualified provisions prevents loss of the advantages of tax deferral and prevents penalties.

The Effective Date of this Endorsement is your Contract Date.

PART I - DEFINITIONS

SECTION 1.01 ANNUITANT

The following is added at the end of the existing Section:

The Annuitant must be a participant under the Plan.

SECTION 1.12 EMPLOYER

The existing Section is replaced with the following:

“Employer” means an Employer that has adopted a Plan.

SECTION 1.15 NON-NATURAL OWNER

The last sentence of the existing Section is replaced with the following:

Ownership of the Contract cannot be changed to an individual, except as provided in Section 5.03; the Contract can be owned only by a Non-Natural Owner which is a trust for a plan qualified under Section 401(a) of the Code.

SECTION 1.16 OWNER

The existing Section is replaced with the following:

“Owner” means the trust for the Plan named in the Data pages. Individual Owners are not permitted.

 

2021QPDC-IE-Z  

    

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SECTION 1.17 PLAN

The existing Section is replaced with the following:

Plan” means a defined contribution plan that is established, maintained and qualified under Section 401(a) of the Code. The Plan is named in the Data pages.

PART III - CONTRIBUTIONS AND ALLOCATIONS

SECTION 3.02 LIMITS ON CONTRIBUTIONS

The following is added at the end of the existing Section:

We indicate in the Data Pages and in this Section any limits on the type, source or amount of Contributions we will accept.

This Qualified Plan Contract accepts only transfer contributions from other assets or investments under the existing defined contribution qualified Plan trust. Checks written on accounts held in the name of the Employer instead of the Plan or the trust will not be accepted. We do not accept contributions from the employee participant or contributions directly from the Employer. If the Plan contains a cash or deferred arrangement qualified under Section 401(k) of the Code, no employee after-tax contributions are accepted, and no “designated Roth contribution account” is available under this Qualified Plan Contract.

PART V - WITHDRAWALS AND TERMINATION

SECTION 5.02 CONTRACT TERMINATION

The following paragraph is added at the end of the existing Section:

 

  (d)

The Owner directs us to pay out the Cash Value under this Contract.

 

  (e)

The Plan ceases to be a Qualified Plan.

SECTION 5.03 SPECIAL CHANGE OF OWNERSHIP RULES

The following new Section is added at the end of Part V:

If the Owner instructs us that a distribution of this Contract is being made to the Annuitant from the Plan, then the Contract will cease to be a Qualified Plan Contract and will be converted to an individual retirement annuity contract or another appropriate contract according to our rules in effect at the time. This provision will not apply unless this is a distribution made to one participant under the Plan who is also the Annuitant. The converted Contract will have the same Contract Date as this Contract.

 

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SECTION 5.04 LOANS

The following new Section is added at the end of Part V:

Loans are not available under this Qualified Plan Contract.

PART VI - PAYMENT UPON DEATH

SECTION 6.01 BENEFICIARY

The existing Section is replaced with the following:

The Owner of this Contract must be the Beneficiary who is to receive any death benefit (“Death Benefit”) payable because of your death. No other Beneficiary may be named while the Annuitant is alive. After the death of the Annuitant but before the Death Benefit is paid, the Owner may instruct us in writing in a form we accept to make the Death Benefit payable to the Annuitant’s beneficiary under the Plan.

Because the Contract is owned by a Non-Natural Owner, any applicable Death Benefit will be based on the death of the Annuitant.    For purposes of this Section, “you” or “your” refer to the Annuitant when describing the Death Benefit under a Non-Natural Owner Contract.

PART IX - GENERAL PROVISIONS

SECTION 9.05 CHANGE IN OWNER

The existing Section is replaced with the following:

The Ownership of this Contract cannot be changed, except as follows:

(a) Ownership of this Contract may be transferred to a Non-Natural Owner which is a successor trust for a defined contribution plan qualified under Section 401(a) of the Code; or (b) If this Contract is distributed to an individual as described in Section 5.03; this Contract must be changed to another type of contract which can be owned by an individual.

SECTION 9.06 ASSIGNMENTS AND TRANSFERABILITY

The existing Section is deleted and replaced with the following:

This Contract and any amounts payable pursuant to this Contract may not be sold, assigned, pledged, transferred, discounted, commuted, encumbered or pledged as collateral for a loan or as security for the performance of an obligation, except as permitted under applicable law. This restriction does not apply to actions required by a qualified domestic relations order as defined in Section 414(p) of the Code.

 

2021QPDC-IE-Z  

    

Page 3

 


SECTION 9.11 OWNER’S RESPONSIBILITY

The following new Section is added at the end of Part IX:

We will not make any payment under this Contract without instructions from the Owner in a form we accept and we will be fully discharged from any liability with respect thereto to the extent such payments are made pursuant to such instructions.

The Owner is responsible for requesting any payments to meet required minimum distribution rules under Section 401(a)(9) of the Code.

SECTION 9.12 PLAN QUALIFICATION

The following new Section is added at the end of Part IX:

A “Qualified Plan” is a plan that meets the requirements for qualification under Section 401(a) of the Code, and is a defined contribution plan. The Owner is to provide evidence satisfactory to us that the Plan meets the requirements of Section 401(a) and is a Qualified Plan and any other status documents we may reasonably request. If at any time the Plan is no longer a Qualified Plan, the Owner is to give us prompt written notice thereof.

If the Owner gives notice that the Plan is no longer a Qualified Plan, then upon at least thirty days advance written notice to the Owner, we will terminate the Contract under Part V and pay the Cash Value to the Owner.

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

 

[

   LOGO

 

[

LOGO

Mark Pearson,

Chief Executive Officer]

 

José Ramón González,

Chief Legal Officer and Secretary]

 

2021QPDC-IE-Z  

    

Page 4

 

Form of Endorsement 2021ROTH-IE-Z

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

ENDORSEMENT APPLICABLE TO ROTH IRA CONTRACTS

This Endorsement is part of your Contract and its provisions apply in lieu of any Contract provisions to the contrary. In this Endorsement, “we”, “our” and “us” mean Equitable Financial Life Insurance Company of America and “you” and “your” mean the Owner.

When issued with this Endorsement, and as specified in the Data Pages, this Contract is issued as a Roth individual retirement annuity contract which meets the requirements of Sections 408A(b) and 408(b) of the Code (“Roth IRA Contract”). The tax qualified provisions are being added to the contract to comply with the requirements of the tax code. Compliance with the tax qualified provisions prevents loss of the advantages of tax deferral and prevents penalties.

This Contract is not offered as an Inherited Roth IRA.

This Roth IRA Contract is established for the exclusive benefit of you and your beneficiaries.

Your entire interest in this Contract is not forfeitable.

The provisions of this Roth IRA Endorsement supersede any inconsistent provisions of the Contract or any other Rider or Endorsement.

The Effective Date of this Endorsement is your Contract Date.

[Applicable to a trustee or custodial Roth IRA Owner]

[If the Owner of this Roth IRA Contract is a trustee or custodian under Sections 408(a) and 408A(b) of the Code and pertinent Regulations, this Roth IRA Contract is an annuity contract that may be used to fund a Roth IRA that meets the requirements of Sections 408(a) and 408A(b) of the Code. In such a case “you” and “your” refer to the Annuitant where required by context, and the provisions of the custodial Roth Individual Retirement Account prevails during any period this Contract is owned by such a trustee or custodian.]

PART I - DEFINITIONS

SECTION 1.01 ANNUITANT

The following is added at the end of the existing Section:

You must be both the Annuitant and the Owner [Applicable to a trustee or custodial Roth IRA Owner] [, unless the Owner is a trustee or custodian of a Roth IRA under Sections 408(a) and 408A(b) of the Code].

[Applicable to a trustee or custodial Roth IRA Owner]

[If the Owner of this Roth IRA Contract is a trustee or custodian of a Roth IRA under Sections 408(a) and 408A(b) of the Code, the Annuitant must be the individual for whose benefit the Roth IRA is maintained. Benefits under this Roth IRA Contract are determined by the age of the Annuitant.]

 

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The following new Section is added:

SECTION 1.11A ELIGIBLE DESIGNATED BENEFICIARY.

“Eligible Designated Beneficiary” means, with respect to an Owner, any Beneficiary who is one of the following:

 

i.    the surviving spouse of the Owner,
ii.    disabled (within the meaning of Section 72(m)(7) of the Code),
    iii.    a chronically ill individual (within the meaning of Section 7702B(c)(2) of the Code, except that the requirements of subparagraph (A)(i) thereof shall be treated as met only if there is a certification that, as of such date, the period of inability described in such subparagraph with respect to the individual is an indefinite one which is reasonably expected to be lengthy in nature), or
iv.    an individual not described in any of the preceding clauses of this paragraph and who is not more than 10 years younger than the Owner.

The determination of whether a Beneficiary is an Eligible Designated Beneficiary shall be made as of the date of death of the Owner. For purposes of this Contract, a child of the Owner who has not reached majority (within the meaning of Section 401(a)(9)(F) of the Code is not considered an “Eligible Designated Beneficiary.

SECTION 1.15 NON-NATURAL OWNER

The following is added at the end of the existing Section:

Non-natural Owners other than a trustee or custodial Roth IRA Owner are not permitted.

SECTION 1.16 OWNER

The existing Section is deleted and replaced by the following:

“Owner” means the individual shown as such on the cover page and in the Data Pages, who must also be the Annuitant. Joint Owners are not permitted. The Owner of this Contract cannot be changed [Applicable to a trustee or custodial Roth IRA Owner] [, unless the Owner is a trustee or custodian of a Roth IRA under Sections 408(a) and 408A(b) of the Code].

[Applicable to a trustee or custodial Roth IRA Owner]

[Where the Contract is purchased to fund a Roth IRA under Sections 408(a) and 408A(b) of the Code, the Owner must be a trustee or custodian meeting the requirements of those Sections and pertinent Regulations. The Annuitant must be the individual for whose benefit the Roth IRA is maintained. If the Owner of this Roth IRA Contract is a trustee or custodian of a Roth IRA under Sections 408(a) and 408A(b) of the Code, the Owner may be changed to a different trustee or custodian of a Roth IRA under Sections 408(a) and 408A(b) of the Code benefiting the

 

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Annuitant. In the alternative, the ownership may be changed to the Annuitant. When the Annuitant is the Owner, any provisions of this Endorsement relating to trustee or custodial ownership have no effect.]

The following new Section is added:

SECTION 1.20A REQUIRED MINIMUM DISTRIBUTION PAYMENTS.

“Required Minimum Distribution Payments ” means the payments from or with respect to this Roth IRA Contract that are required by Sections 408(b) and 401(a)(9) of the Code and which are described in the Section, “Required Minimum Distribution Rules--Payments After Your Death.”

PART III - CONTRIBUTIONS AND ALLOCATIONS

SECTION 3.02 LIMITS ON CONTRIBUTIONS

The title of this Section is changed to:

“SECTION 3.02 MINIMUM AMOUNTS, LIMITS AND REQUIREMENTS FOR CONTRIBUTIONS”

and the following is added at the end of the existing Section:

No Contributions will be accepted unless they are in United States currency. We reserve the right not to accept funds by electronic means unless they meet our specifications.

We indicate in the Data Pages and in this Section any limits on the type, source or amount of Contributions we will accept.

Except as otherwise indicated in this Section or the Data Pages, we will accept the following types of Contributions, discussed below, to this Roth IRA Contract: (i) “regular” Roth IRA contributions; (ii) rollover Contributions from another Roth IRA; (iii) “conversion” rollover contributions from a “traditional” IRA (also referred to as a “non-Roth IRA”), or another source of conversion rollover contributions as described below; or (iv) direct custodian-to-custodian transfers from another Roth IRA or another Roth individual annuity contract which meets the requirements of Sections 408 and 408A of the Code.

The initial Contribution to this Roth IRA Contract must be a rollover contribution described in paragraph (d) below or a direct transfer contribution described in paragraph (e) below.

We do not offer this Roth IRA Contract as an Inherited Roth IRA Contract so we do not accept direct transfer contributions from the Roth IRA of a deceased Roth IRA Owner, nor do we accept direct rollover contributions from beneficiaries of deceased plan participants in eligible retirement plans.

(a) Regular Roth IRA Contributions; Maximum Permissible Amount

Except in the case of a direct custodian-to-custodian transfer from another Roth IRA, a “qualified rollover contribution” or a “recharacterization” as defined below in this Section, the total of “regular” Roth IRA contributions to all your Roth IRAs for a taxable year does not exceed the “applicable amount” as defined below in this Section, or your “compensation” as defined below

 

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in this Section, if less, for that taxable year. The contribution described in the previous sentence that may not exceed the lesser of the “applicable amount” or your “compensation” is referred to as a “regular” Roth IRA contribution. Contributions may be limited under paragraphs (c) through (i) of this Section below. Additional amounts may be contributed under “Temporary or specially directed rules” below in paragraph (b-1).

(b) Regular Roth IRA Contributions; Applicable Amount

If you are under age 50, the applicable amount is $5,000 for any taxable year. If you are age 50 or older, the applicable amount is $6,000 for any taxable year.

These limits will be adjusted by the Secretary of the Treasury for cost-of-living increases under Section 219(b)(5)(C) of the Code. Such adjustments will be in multiples of $500.

(b-1) Temporary or specially directed rules. You may make additional regular Roth IRA contributions specifically authorized by statute if you are eligible to do so under temporary or specially directed rules, such as repayments of qualified reservist distributions, repayments of certain plan distributions made on account of a federally declared disaster and certain amounts received in connection with the Exxon Valdez litigation. We may request that you document your eligibility to make any such additional regular Roth IRA contributions.

(c) Regular Roth IRA Contribution Limits Based on Modified Adjusted Gross Income

If paragraph (c)(i) and/or (c)(ii) of this Section apply, the maximum regular contribution that can be made to all your Roth IRAs for a taxable year is the smaller amount determined under paragraph (c)(i) or (c)(ii) of this Section.

(i) The maximum regular Roth IRA contribution is phased out ratably between certain levels of modified adjusted gross income (“modified AGI,” described in paragraph (h) of this Section below) in accordance with the following table:

 

Filing Status    Full Contribution    Phase-Out Range    No Contribution

 

Modified AGI

 

Single or Head of Household    $95,000 or less    Between $95,000 and $110,000    $110,000 or more
Joint Return or Qualifying Widow(er)    $150,000 or less    Between $150,000 and $160,000    $160,000 or more
Married – Separate Return    $0    Between $0 and $10,000    $10,000 or more

If your modified AGI for a taxable year is in the phase-out range, the maximum regular contribution determined under this table for that taxable year is rounded up to the next multiple of $10 and is not reduced below $200. The dollar amounts above will be adjusted by the Secretary of the Treasury for cost-of-living increases under Section 408A(c)(3) of the Code. Such adjustments will be in multiples of $1,000.

(ii) If you make regular contributions to both Roth and traditional IRAs for a taxable year, the maximum regular contribution that can be made to all your Roth IRAs for that taxable year is reduced by the regular contributions made to your traditional IRAs for the taxable year.

 

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(d) “Qualified Rollover” or “Conversion Rollover” Contributions

A “qualified rollover contribution” is a rollover contribution of a distribution from an eligible retirement plan described in Section 402(c)(8)(B) of the Code. If the distribution is from an IRA, the rollover must meet the requirements of Section 408(d)(3) of the Code, except the one-rollover-per-year rule of Section 408(d)(3)(B) of the Code does not apply if the rollover contribution is from a traditional IRA. If the distribution is from an eligible retirement plan other than an IRA, the rollover must meet the requirements one of the following applicable Sections of the Code: 402(c), 402(e)(6), 403(a)(4), 403(b)(8), 403(b)(10), 408(d)(3) and 457(e)(16). A qualified rollover contribution also includes (i) and (ii) below.

(i) All or part of a military death gratuity or servicemembers’ group life insurance (“SGLI”) payment may be contributed if the contribution is made within one (1) year of receiving the gratuity or payment. Such contributions are disregarded for purposes of the one-rollover-per-year rule under Section 408(d)(3)(B) of the Code.

(ii) All or part of an airline payment (as defined in Section 125 of the Worker, Retiree, and Employer Recovery Act of 2008 (“WRERA”), Pub. L. 110-458) received by certain airline employees may be contributed if the contribution is made within 180 days of receiving the payment.

(e) Direct Transfer Contributions

A “direct transfer” contribution is the transfer of amounts to this Contract directly from a Roth IRA or another Roth individual retirement annuity Contract which meets the requirements of Sections 408 and 408A(b) of the Code.

(f) SIMPLE IRA Limits

No Contributions will be accepted under a SIMPLE IRA plan established by any employer pursuant to Code Section 408(p). Also, no transfer or rollover of funds attributable to contributions made by a particular employer under its SIMPLE IRA plan will be accepted from a SIMPLE IRA, that is, an IRA used in conjunction with a SIMPLE IRA plan, prior to the expiration of the 2-year period beginning on the date you first participated in that employer’s SIMPLE IRA plan.

(g) Recharacterization

A regular contribution to a traditional IRA may be recharacterized pursuant to the rules in Treasury Regulation Section 1.408A-5, or any successor Regulation, as a regular contribution to this Roth IRA, subject to the limits in paragraph (c) of this Section above.

(h) Modified AGI

For purposes of paragraph (c) of this Section above, an individual’s modified AGI for a taxable year is defined in Section 408A(c)(3)(B)(i) of the Code and does not include any amount included in adjusted gross income as a result of a “conversion rollover” (a rollover from an eligible retirement plan other than a Roth IRA).

 

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(i) Definition of Compensation for Purposes of Regular Roth IRA Contributions

For purposes of paragraph (a) of this Section above, “compensation” is defined as wages, salaries, professional fees, or other amounts derived from or received for personal services actually rendered (including, but not limited to commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, and bonuses) and includes earned income, as defined in Section 401(c)(2) of the Code (reduced by the deduction the self-employed individual takes for contributions made to a self-employed retirement plan). For purposes of this definition, Section 401(c)(2) of the Code shall be applied as if the term trade or business for purposes of Section 1402 of the Code included service described in Section 1402 (c)(6) of the Code. Compensation does not include amounts derived from or received as earnings or profits from property (including but not limited to interest and dividends) or amounts not includible in gross income (determined without regard to Section 112 of the Code). Compensation also does not include any amount received as a pension or annuity or as deferred compensation. The term “compensation” shall include any amount includible in the individual’s gross income under Section 71 of the Code with respect to a divorce or separation instrument described in Section 71(b)(2)(A) of the Code. If you are married and file a joint Federal income tax return with your spouse, and if your spouse has greater compensation than you do, you may treat your spouse’s compensation as your own compensation, but only to the extent that your spouse’s compensation is not being used for purposes of the spouse making an IRA contribution. The term “compensation” also includes any differential wage payments as defined in Section 3401(h)(2) of the Code and any amount which is included in income and paid to aid you in the pursuit of graduate or postdoctoral study as described in Section 219(f)(1) of the Code.

 

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PART V - WITHDRAWALS AND TERMINATION

SECTION 5.01 WITHDRAWALS

The following is added at the end of the existing Section:

Withdrawals for Births and Adoptions

You may withdraw up to $5,000 from your Contract with respect to any qualified birth or adoption (“qualified birth or adoption distribution”), and such amount will not be subject to the early withdrawal penalty under Section 72(t) of the Code. A “Qualified Birth or Adoption Distribution” means any distribution from an applicable eligible retirement plan to an individual if made during the 1-year period beginning on the date on which a child of the individual is born or on which the legal adoption by the individual of an eligible adoptee (any individual, other than a child of the taxpayer’s spouse, who has not attained age 18 or is physically or mentally incapable of self-support) is finalized. Subject to the contribution limits and rules under your Contract, such distributions may be repaid in one or more payments.

PART VI - PAYMENT UPON DEATH

SECTION 6.01 BENEFICIARY

The following sentence is added at the end of the second paragraph of the existing Section:

Unless you specifically elect in writing otherwise, we will treat each Beneficiary’s share of the Death Benefit payable as a separate account for the benefit of each Beneficiary as described in Treasury Regulation Section 1.401(a)(9)-8 Q&A A-2(a)(2) or any successor Regulation.

SECTION 6.02 PAYMENT UPON DEATH

The following is added at the end of the existing Section:

Payment upon death is subject to the “Required Minimum Distribution” rules of Sections 408(b) and 401(a)(9) of the Code. See the Section, “Required Minimum Distribution Rules--Payments After Your Death.”

Under either of the following two alternative circumstances a Death Benefit described in this Section will not be paid at your death before the Maturity Date and the coverage under this Contract will continue as described in paragraph (1) or (2) below, whichever is applicable.

 

  (1)

If you are married at your death, the person named as sole Beneficiary under the “Beneficiary” Section of this Contract is your surviving spouse, and your surviving spouse elects the “Spousal Continuation” option under your Contract, then no Death Benefit is payable until after your surviving spouse’s death.

 

  (2)

If the “Beneficiary Continuation Option” described in Section 6.04 is in effect, the entire interest in this Contract will be paid out after your death under the Beneficiary Continuation Option in accordance with requirements described in Section 7.08, Required Minimum Distribution Rules-Payment After Your Death.

 

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[Applicable to a trustee or custodial Roth IRA Owner]

[If the Owner and the Annuitant are different because the Owner of the Contract is a trustee or custodian under Sections 408(a) and 408A(b) of the Code and pertinent Regulations, in this Section “you” refers to the Annuitant, and your surviving spouse can be named successor Annuitant.]

Terms Applicable to Spousal Continuation

To elect Spousal Continuation your surviving spouse must be Age [75] or younger as of the Payment Transaction Date.

Upon your surviving spouse’s election to continue the Contract, the Annuity Account Value of the Contract will be reset, as of the date we receive the Beneficiary Requirements described in the Section “Payment Upon Death”, to equal the greater of (i) the Annuity Account Value or (ii) the Guaranteed Minimum Death Benefit. Any additional amount of Annuity Account Value will be allocated in accordance with the current allocation instructions on file. If the Annuity Account Value is greater than the Guaranteed Minimum Death Benefit, we do not reset the Guaranteed Minimum Death Benefit for the surviving spouse.

The following Section is added at the end of Part VI:

SECTION 6.04 BENEFICIARY CONTINUATION OPTION

This Section applies only if you die before the Maturity Date, and the Beneficiary named under the “Beneficiary” Section of this Contract is an individual. With the exception of the following paragraph, this Section does not apply to any Beneficiary that is not an individual, and that non-individual Beneficiary’s portion of the Death Benefit described in the “Payment Upon Death” Section of this Contract is payable to the Beneficiary.

Subject to our approval, this Section applies to a non-individual Beneficiary only if it is a “see-through trust” described in Treasury Regulation Section 1.401(a)(9)-4 Q-A A-5, or any successor Regulation, is the Beneficiary named in the “Beneficiary” Section of this Contract, and is permitted under Section 401(a)(9) of the Code, including the Treasury Regulations that apply, to continue this Contract.

If this Section applies and there is more than one Beneficiary, the Annuity Account Value (or if greater, the Death Benefit on the Payment Transaction Date we receive all Beneficiary Requirements) will be apportioned among your Beneficiaries as you designate pursuant to the “Beneficiary” Section of this Contract.

If the Beneficiary qualifies to continue this Contract, and we receive that Beneficiary’s completed election no later than September 30 of the calendar year following the calendar year of your death and before any contrary election is made, that Beneficiary may continue your Contract pursuant to this Section under the terms set forth in (a) through (i) below. Each such Beneficiary electing to continue his or her portion of the interest in this Contract is a “Continuation Beneficiary”. For any Beneficiary who does not timely elect to continue his or her portion of the interest in this

 

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Contract, we will pay in a single sum that Beneficiary’s share of the Death Benefit pursuant to the “Payment Upon Death” Section of this Contract.

The terms of the Beneficiary Continuation Option are as follows:

 

  (a)

This Contract cannot be assigned and must continue in your name for benefit of your Continuation Beneficiary. The Continuation Beneficiary may not assign his/her portion of the entire interest in this Contract.

 

  (b)

The Continuation Beneficiary automatically becomes the successor Annuitant with respect to that Continuation Beneficiary’s portion of the entire interest in this Contract.

 

  (c)

The Continuation Beneficiary may transfer amounts among the Variable Investment Options with respect to that Continuation Beneficiary’s portion of the entire interest in this Contract.

 

  (d)

The Continuation Beneficiary cannot make any additional Contributions to this Contract.

 

  (e)

Distributions to the Continuation Beneficiary with respect to that Continuation Beneficiary’s portion of the entire interest in this Contract will be made in accordance with requirements described in the Section, “Required Minimum Distribution Rules–Payments After Your Death”.

 

  (f)

The Beneficiary Continuation Option for an Eligible Designated Beneficiary is designed to pay out at least annually the post-death Required Minimum Distribution payment calculated for a Continuation Beneficiary’s portion of the entire interest in this Contract. If a Continuation Beneficiary elects to take all or part of any such Required Minimum Distribution payment from another of your Roth individual retirement arrangements under which you also designated that Continuation Beneficiary as beneficiary, as described in the Section, “Required Minimum Distribution Rules–Payments After Your Death”, in order for us to suspend such payment, that Continuation Beneficiary must give us advance notice in accordance with our procedures at the time.

  (g)

A Continuation Beneficiary may withdraw the Annuity Account Value apportioned to such Continuation Beneficiary at any time;

 

  (h)

Upon a Continuation Beneficiary’s death, we will make a single sum payment to the person designated by the deceased Continuation Beneficiary to receive that deceased Continuation Beneficiary’s portion of the Annuity Account Value, if any remains. In the alternative, the deceased Continuation Beneficiary’s designated beneficiary may elect to continue the payment method originally elected by the deceased Continuation Beneficiary subject to Section 7.08, “Required Minimum Distribution Rules–Payments After Your Death”.

 

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PART VII - ANNUITY BENEFITS is changed to:

“ANNUITY BENEFITS AND REQUIRED MINIMUM DISTRIBUTIONS”

The following new Section is added at the end of Part VII:

SECTION 7.08 REQUIRED MINIMUM DISTRIBUTION RULES--PAYMENTS AFTER YOUR DEATH

For purposes of the Required Minimum Distribution rules after death, the following definitions and conditions apply:

Your “entire interest” in this Contract for purposes of the Required Minimum Distribution Rules. Your “entire interest” in this Contract includes the amount of any outstanding rollover, transfer and recharacterization under Q&As-7 and -8 of Treasury Regulation Section 1.408-8 or any successor Regulation and, in addition to the dollar amount credited, the actuarial present value of any additional benefits provided under this Roth IRA Contract.

Designated Beneficiary. The term “Designated Beneficiary” means any individual designated as your beneficiary. This term will be interpreted consistently with Code Section 401(a)(9)(E) and the Treasury Regulations thereunder.

This Contract is subject to the “Required Minimum Distribution” rules of Sections 408(b) and 401(a)(9) of the Code, including the Treasury Regulations that apply. To the extent that any payment, benefit, or distribution options available to you under this Contract conflict with the Code, the Code requirements prevail.

No amount is required to be distributed prior to your death.

Notwithstanding any provision of this Contract to the contrary, the distribution of your interest in this Contract will be made in accordance with the requirements of Section 408(b)(3) of the Code, as modified by Section 408A(c)(4) of the Code and the Treasury Regulations thereunder, the provisions of which are herein incorporated by reference. Prior to the date that this Contract is annuitized, distribution of your “entire interest” in this Contract, described below in this Section, must satisfy the requirements of Section 408(a)(6) of the Code, as modified by Section 408A(c)(4) of the Code, and the Treasury Regulations thereunder.

(a) If you die before the distribution of your entire interest and the beneficiary is a Designated Beneficiary:

 

  (1)

General Rule: Subject to the exception for an Eligible Designated Beneficiary in paragraph (a)(2), the entire interest will be distributed as permitted by us and applicable federal tax law within ten years after your death.

 

  (2)

Exception for Eligible Designated Beneficiaries: If any portion of your interest is payable to (or for the benefit of) an Eligible Designated Beneficiary, such portion will be distributed as permitted by us and applicable federal tax law –

 

  (I)

over the life of such Eligible Designated Beneficiary, or over a period not extending beyond the life expectancy of such Eligible Designated

 

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  Beneficiary, starting no later than the end of the calendar year following the calendar year of your death (or the end of the calendar year in which you would have attained age 72 (or age 7012 if you were born on or before June 30, 1949), if later, and the sole designated beneficiary is your surviving spouse), or

 

  (II)

within ten years after your death.

 

  (3)

Rules upon death of an Eligible Designated Beneficiary:

 

  (I)

If an Eligible Designated Beneficiary dies before the portion of your interest to which this paragraph (a) applies is entirely distributed, the exception under paragraph (a)(2)(I) shall not apply to any beneficiary of such Eligible Designated Beneficiary and the remainder of such portion shall be distributed within ten years after the death of such Eligible Designated Beneficiary.

  (II)

If the Eligible Designated Beneficiary is your surviving spouse and your surviving spouse dies before distributions to such spouse under paragraph (a)(2)(I) begin, this paragraph (a) shall be applied as if the surviving spouse were you.

For this purpose, distributions are considered to commence on the date distributions are required to begin to the surviving spouse under paragraph (a)(2)(I). However, if distributions start prior to the applicable date in the preceding sentence, on an irrevocable basis (except for acceleration) in the form of annuity payments meeting the requirements of Treasury Regulation Section 1.401(a)(9)-6 or any successor Regulation, then required distributions are considered to commence on the annuity starting date.

(4) Rules upon death of a Designated Beneficiary who is not an Eligible Designated Beneficiary: If a Designated Beneficiary who is not an Eligible Designated Beneficiary dies before the portion of your interest to which this paragraph (a) applies is entirely distributed, the remainder of such portion shall be distributed within the original 10-year period that commenced with your death.

(b) If you die before the distribution of your entire interest under this annuity contract and the beneficiary is not a Designated Beneficiary, unless otherwise provided under applicable federal tax law, the remaining interest will be distributed by the end of the calendar year containing fifth anniversary of your death.

(c) Life expectancy is determined using the Single Life Table in Q&A-1 of Treasury Regulation Section 1.401(a)(9)-9 or any successor Regulation. If distributions are being made to a surviving spouse as the sole Designated Beneficiary, such spouse’s remaining life expectancy for a calendar year is the number in the Single Life Table corresponding to such spouse’s age in the year. In all other cases, where the Designated Beneficiary is an Eligible Designated Beneficiary other than your spouse, remaining life expectancy for a calendar year is the number in the Single Life Table corresponding to the Beneficiary’s age as of his or her birthday in the calendar year following the calendar year of your death and reduced by 1 for each subsequent year. If distributions are being made in the form of annuity payments, life expectancy will not be recalculated.

 

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(d) If the sole designated Beneficiary is your surviving spouse, and Spousal Continuation option described in the Section, “Payment Upon Death” is in effect, distribution of your interest in this Contract need not be made until after your surviving spouse’s death.

(e) Potential aggregation with your Roth individual retirement arrangements. The required minimum distributions payable to a Beneficiary with respect to this Roth IRA Contract (other than a distribution made in the form of an annuity payment) may be withdrawn from another Roth IRA the Beneficiary holds from the same decedent in accordance with Treasury Regulation Section 1.408-8, Q&A A-9. We may request that a Beneficiary document eligibility to take withdrawals from another of your other Roth individual retirement arrangements.

PART IX - GENERAL PROVISIONS

SECTION 9.02 STATUTORY COMPLIANCE

The following is added at the end of the existing Section:

If this Contract fails to qualify as a Roth individual retirement annuity under Sections 408(b) and 408A(b) of the Code, we will have the right to terminate this Contract. We may do so, upon receipt of notice of such fact, before the Maturity Date. In that case, we will pay the Annuity Account Value less a deduction for the part which applies to any Federal income tax payable by you which would not have been payable with respect to an individual retirement annuity which meets the terms of Sections 408(b) of the Code.

However, we may also, at your request, transfer the Annuity Account Value to another annuity Contract issued by an affiliate, subsidiary or us.

SECTION 9.04 REPORTS AND NOTICES

The following is added at the end of the existing Section:

We will send you a report as of the end of each calendar year showing the status of this Contract and any other reports required by the Code. We will also send to you information on Required Minimum Distributions as is prescribed by the Commissioner of Internal Revenue.

SECTION 9.05 CHANGE IN OWNER

The existing Section is deleted and replaced by the following:

The Ownership of this Roth IRA Contract cannot be changed.

[Applicable to a trustee or custodial IRA Owner]

[Where this Contract is purchased to fund a Roth IRA under Sections 408(a) and 408A(b) of the Code, the Owner may be a trustee or custodian meeting the requirements of those Sections and pertinent Regulations. The Annuitant must be the individual for whose benefit the Roth IRA is maintained. If the Owner of this Roth IRA Contract is a trustee or custodian of a Roth IRA under Sections 408(a) and 408A(b) of the Code, the Owner may be changed to a different trustee or

 

2021ROTH-IE-Z   12  


custodian of a Roth IRA under Sections 408(a) of the Code and 408A(b) of the Code benefiting the Annuitant. In the alternative, the ownership may be changed to the Annuitant. When the Annuitant is the Owner, any provisions of this Endorsement relating to trustee or custodial ownership have no effect.]

SECTION 9.06 ASSIGNMENTS AND TRANSFERABILITY

The existing Section is deleted and replaced by the following:

You may not transfer this Contract.

No portion of your interest in this Contract or your rights under this Contract may be sold, assigned, pledged or transferred to any person other than the issuer of this Contract, or discounted, encumbered or pledged as collateral for a loan or as security for the performance of an obligation.

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

 

[    [
   LOGO    LOGO
Mark Pearson,    José Ramón González,
Chief Executive Officer]    Chief Legal Officer and Secretary]

 

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Form of Endorsement 2021SEP-IE-Z

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

ENDORSEMENT APPLICABLE TO SEP-IRA CONTRACTS

This Endorsement is part of your Contract and its provisions apply in lieu of any Contract provisions to the contrary. In this Endorsement, “we”, “our” and “us” mean Equitable Financial Life Insurance Company of America and “you” and “your” mean the Owner.

When issued with this Endorsement, and as specified in the Data Pages, this Contract is issued as an individual retirement annuity contract which both meets the requirements of Section 408(b) of the Code and which is intended to be used as a funding vehicle for a “Simplified Employee Pension Plan” described in Section 408(k) of the Code (“SEP-IRA Contract”).

The tax qualified provisions are being added to the Contract to comply with the requirements of the tax code. Compliance with the tax qualified provisions prevents loss of the advantages of tax deferral and prevents penalties.

This Contract is not offered as an Inherited Traditional IRA.

This SEP-IRA Contract is established for the exclusive benefit of you and your beneficiaries.

Your entire interest in this SEP-IRA Contract is not forfeitable.

The provisions of this SEP-IRA Endorsement supersede any inconsistent provisions of the Contract or any other Rider or Endorsement.

The Effective Date of this Endorsement is your Contract Date.

[Applicable to a trustee or custodial SEP-IRA Owner]

[If the Owner of this SEP-IRA Contract is a trustee or custodian of a traditional individual retirement account under Section 408(a) of the Code and pertinent Regulations, this SEP-IRA Contract is an annuity contract that may be used as an asset of a traditional individual retirement account that (i) meets the requirements of Section 408(a) of the Code and (ii) is used as a funding vehicle for a Simplified Employee Pension Plan. In such a case “you” and “your” refer to the Annuitant where required by context, and the provisions of the custodial individual retirement account prevail during any period this SEP-IRA Contract is owned by such a trustee or custodian.]

 

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PART I - DEFINITIONS

The following is added at the end of the existing Section:

SECTION 1.01   ANNUITANT

You must be both the Annuitant and the Owner [Applicable to a trustee or custodial SEP-IRA Owner] [, unless the Owner is a trustee or custodian of a traditional individual retirement account under Section 408(a) of the Code].

[Applicable to a trustee or custodial SEP-IRA Owner]

[If the Owner of this SEP-IRA Contract is a trustee or custodian of a traditional individual retirement account under Section 408(a) of the Code, the Annuitant must be the individual for whose benefit such individual retirement account is maintained. Benefits under this SEP-IRA Contract are determined by the age of the Annuitant.]

The following is added at the end of the existing Section:

SECTION 1.11A   ELIGIBLE DESIGNATED BENEFICIARY.

“Eligible Designated Beneficiary” means, with respect to an Owner, any Beneficiary who is one of the following:

 

  i.

the surviving spouse of the Owner,

 

  ii.

disabled (within the meaning of Section 72(m)(7) of the Code),

 

  iii.

a chronically ill individual (within the meaning of Section 7702B(c)(2) of the Code, except that the requirements of subparagraph (A)(i) thereof shall be treated as met only if there is a certification that, as of such date, the period of inability described in such subparagraph with respect to the individual is an indefinite one which is reasonably expected to be lengthy in nature), or

 

  iv.

an individual not described in any of the preceding clauses of this paragraph and who is not more than 10 years younger than the Owner.

The determination of whether a Beneficiary is an Eligible Designated Beneficiary shall be made as of the date of death of the Owner. For purposes of this Contract, a child of the Owner who has not reached majority (within the meaning of Section 401(a)(9)(F) of the Code is not considered an “Eligible Designated Beneficiary.

SECTION 1.12   EMPLOYER

“Employer” means the employer sponsoring the Simplified Employee Pension Plan described in Section 408(k) of the Code, and named on the application.

 

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The following is added at the end of the existing Section:

SECTION 1.15   NON-NATURAL OWNER

Non-Natural Owners other than a trustee or custodial SEP-IRA Owner are not permitted.

The existing Section is deleted and replaced by the following:

SECTION 1.16   OWNER

“Owner” means the individual shown as such on the cover page and in the Data Pages, who must also be the Annuitant. Joint Owners are not permitted. The Owner of this Contract cannot be changed [Applicable to a trustee or custodial SEP-IRA Owner] [, unless the Owner is a trustee or custodian of a traditional individual retirement account under Section 408(a) of the Code].

[Applicable to a trustee or custodial SEP-IRA Owner]

[Where the Contract is purchased as an asset of a traditional individual retirement account under Section 408(a) of the Code that is used as a funding vehicle for a Simplified Employee Pension Plan described in Section 408(k) of the Code, the Owner must be a trustee or custodian meeting the requirements of Section 408(a) of the Code and pertinent Regulations. The Annuitant must be the individual for whose benefit such individual retirement account is maintained. If the Owner of this SEP-IRA Contract is a trustee or custodian of an individual retirement account under Section 408(a) of the Code, the Owner may be changed to a different trustee or custodian of a traditional individual retirement account under Section 408(a) of the Code benefiting the Annuitant. In the alternative, the ownership may be changed to the Annuitant. When the Annuitant is the Owner, any provisions of this Endorsement relating to trustee or custodial ownership have no effect.]

The following is added at the end of the existing Section:

SECTION 1.17   PLAN

This Section does not apply to a Simplified Employee Pension Plan described in Section 408(k) of the Code.

The following new Section is added:

SECTION 1.20A   REQUIRED MINIMUM DISTRIBUTION PAYMENTS

“Required Minimum Distribution Payments” means the payments from or with respect to this SEP-IRA Contract that are required by Sections 408(b) and 401(a)(9) of the Code and which are described in the Section, “Required Minimum Distribution Rules.”

The following new Section is added:

SECTION 1.21A   SEP PLAN

“SEP Plan” means the Simplified Employee Pension Plan described in Section 408(k) of the Code, under which the Employer makes contributions applied to this SEP-IRA Contract.

 

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PART III – CONTRIBUTIONS AND ALLOCATIONS

SECTION 3.02   LIMITS ON CONTRIBUTIONS is changed to:

“SECTION 3.02   MINIMUM AMOUNTS, LIMITS AND REQUIREMENTS FOR CONTRIBUTIONS”

and the following is added at the end of the existing Section:

No Contributions will be accepted unless they are in United States currency. We reserve the right not to accept funds by electronic means unless they meet our specifications.

We indicate in the Data Pages and in this Section any limits on the type, source or amount of Contributions we will accept.

Permissible Contributions to this SEP-IRA Contract:

We accept Contributions with respect to your compensation made by the Employer indicated on the application pursuant to the SEP Plan and limits of the Code (“Employer Contributions”). We also accept rollover Contributions and direct transfer Contributions from other traditional individual retirement arrangements.

Contributions we do not accept to this SEP-IRA Contract:

During the Contract Owner’s participation in the SEP Plan, we accept no regular contributions from the Contract Owner with respect to compensation (“Contract Owner Regular Contributions”). This limit may be changed after the termination of the SEP Plan or the Contract Owner’s separation from service with the Employer. See paragraph (d) below on “Contract Owner Regular Contributions After Change in Circumstances.”

We do not offer this SEP-IRA Contract as an Inherited IRA Contract so we do not accept direct transfer contributions from the traditional IRA of a deceased IRA owner, nor do we accept direct rollover contributions from beneficiaries of deceased plan participants in eligible retirement plans.

We do not offer this SEP-IRA Contract to fund employer-sponsored SIMPLE IRA plans described in Section 408(p) of the Code, so we do not accept contributions under those plans. Also, no transfer or rollover of funds attributable to contributions made by a particular employer under its SIMPLE IRA plan will be accepted from a SIMPLE IRA, that is, an IRA used in conjunction with a SIMPLE IRA plan, prior to the expiration of the 2-year period beginning on the date you first participated in that employer’s SIMPLE IRA plan.

(a) Employer Contributions

The timing and amounts of Employer Contributions are determined solely by the Employer under the terms of the SEP Plan and Sections 408(k), 408(j), 402(h) and 415(c)(1)(A) of the Code. However, we may refuse to accept amounts characterized as Employer Contributions to the extent that the amount exceeds the maximum permissible dollar amount that may be made under Section 415(c)(1)(A) of the Code for a taxable year. The maximum permissible dollar amount that may be made under Section 415(c)(1)(A) of the Code for a taxable year is $40,000, increased by any cost-of-living adjustment in

 

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effect for the taxable year as provided in Section 415(d)(1)(C) of the Code. Also, in addition to SEP Plan and Code limits, Employer Contributions to this SEP-IRA Contract are subject to the minimum and maximum Contribution limits in the Data Pages.

(b) Rollover Contributions

A “rollover contribution” is one permitted by any of the following Sections of the Code: 402(c), 402(e)(6), 403(a)(4), 403(b)(8), 403(b)(10), 408(d)(3) and 457(e)(16).

(c) Direct Transfer Contributions

A “direct transfer contribution” is the transfer of amounts to this SEP-IRA Contract directly from a traditional individual retirement account or another traditional individual retirement annuity contract which meets the requirements of Section 408 of the Code. This traditional individual retirement account or annuity contract may be, but need not be, used as a funding vehicle under any Simplified Employee Pension plan.

(d) Contract Owner Regular Contributions After Change in Circumstances

If the Contract Owner requests in writing supported by appropriate documentation that either (i) the Employer has terminated the SEP Plan or (ii) the Contract Owner has separated from service with the Employer sponsoring the SEP Plan, we will remove the “SEP-IRA” designation from this Contract on our records and merely retain the “Traditional IRA” designation. No fees or charges will be imposed on any such change of designation. Thereafter, we will no longer accept Employer Contributions in paragraph (a) above. If the Contract Owner is eligible to make Contributions (subject to the minimum and maximum Contribution limits in the Data Pages) we will accept Contract Owner Regular Contributions described below, rollover Contributions described in paragraph (b) and direct transfer Contributions described in paragraph (c).

Contract Owner “Regular” traditional IRA Contributions; Maximum Permissible Amount

Except in the case of a “rollover contribution” or a “direct transfer contribution” described in paragraphs (b) and (c) above, or except as noted under “Age 50”+ and “Temporary or specially directed rules” below in this paragraph (d), the total of “regular” traditional IRA contributions described in Section 219 of the Code will not exceed $5,000 for any taxable year. This $5,000 annual dollar limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under Section 219(b)(5)(C) of the Code. Such adjustments will be in multiples of $500.

Age 50+ - If you are age 50 or older, the annual dollar limit on regular contributions is increased by $1,000 for any taxable year.

Temporary or specially directed rules. You may make additional contributions specifically authorized by statute if you are eligible to do so under temporary or specially directed rules, such as repayments of qualified reservist distributions, repayments of certain plan distributions made on account of a federally declared disaster and certain amounts received in connection with the Exxon Valdez litigation. We may request that you document your eligibility to make any such additional contributions.

 

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PART V - WITHDRAWALS AND TERMINATION

SECTION 5.01   WITHDRAWALS

The following is added at the end of the existing Section:

Withdrawals for Births and Adoptions

You may withdraw up to $5,000 from your Contract with respect to any qualified birth or adoption (“qualified birth or adoption distribution”), and such amount will not be subject to the early withdrawal penalty under Section 72(t) of the Code. A “Qualified Birth or Adoption Distribution” means any distribution from an applicable eligible retirement plan to an individual if made during the 1-year period beginning on the date on which a child of the individual is born or on which the legal adoption by the individual of an eligible adoptee (any individual, other than a child of the taxpayer’s spouse, who has not attained age 18 or is physically or mentally incapable of self-support) is finalized. Subject to the contribution limits and rules under your Contract, such distributions may be repaid in one or more payments.

PART VI - PAYMENT UPON DEATH

The following sentence is added at the end of the second paragraph of the existing Section:

SECTION 6.01   BENEFICIARY

Unless you specifically elect in writing otherwise, we will treat each Beneficiary’s share of the Death Benefit payable as a separate account for the benefit of each Beneficiary as described in Treasury Regulation Section 1.401(a)(9)-8 Q&A A-2(a)(2) or any successor Regulation.

The following is added at the end of the existing Section:

SECTION 6.02   PAYMENT UPON DEATH

Payment upon death is subject to the “Required Minimum Distribution” rules of Sections 408(b) and 401(a)(9) of the Code. See the Section, “Required Minimum Distribution Rules”.

Under either of the following two alternative circumstances a Death Benefit described in this Section will not be paid at your death before the Maturity Date and the coverage under this Contract will continue as described in paragraph (1) or (2) below, whichever is applicable. Your death may terminate an optional benefit described in a Rider to your Contract as described below.

 

  (1)

If you are married at your death, the person named as sole Beneficiary under the “Beneficiary” Section of this Contract is your surviving spouse, and your surviving spouse elects the “Spousal Continuation” option under your Contract, then no Death Benefit is payable until after your surviving spouse’s death.

 

  (2)

If the “Beneficiary Continuation Option” described in Section 6.04 is in effect, the entire interest in this Contract will be paid out after your death under the Beneficiary Continuation Option in accordance with requirements described in Section 7.08, Part B (Required Minimum Distribution Rules-Payment After Your Death).

 

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[Applicable to a trustee or custodial SEP-IRA Owner]

[If the Owner and the Annuitant are different because the Owner of the Contract is a trustee or custodian of a traditional individual retirement account under Section 408(a) of the Code and pertinent Regulations, in this Section “you” refers to the Annuitant, and your surviving spouse can be named successor Annuitant.]

Terms Applicable to Spousal Continuation

To elect Spousal Continuation, your surviving spouse must be age [75] or younger as of the Payment Transaction Date.

The following Section is added at the end of Part VI:

SECTION 6.04   BENEFICIARY CONTINUATION OPTION

This Section applies only if you die before the Maturity Date, and the Beneficiary named under the “Beneficiary” Section of this Contract is an individual. With the exception of the following paragraph, this Section does not apply to any Beneficiary that is not an individual, and that non-individual Beneficiary’s portion of the Death Benefit described in the “Payment Upon Death” Section of this Contract is payable to the Beneficiary.

Subject to our approval, this Section applies to a non-individual Beneficiary only if it is a “see-through trust” described in Treasury Regulation Section 1.401(a)(9)-4 Q-A A-5, or any successor Regulation, is the Beneficiary named in the “Beneficiary” Section of this Contract, and is permitted under Section 401(a)(9) of the Code, including the Treasury Regulations that apply, to continue this Contract.

If this Section applies and there is more than one Beneficiary, the Annuity Account Value (or if greater, the Death Benefit on the Payment Transaction Date we receive all Beneficiary Requirements) will be apportioned among your Beneficiaries as you designate pursuant to the “Beneficiary” Section of this Contract.

If the Beneficiary qualifies to continue this Contract, and we receive that Beneficiary’s completed election no later than September 30 of the calendar year following the calendar year of your death and before any contrary election is made, that Beneficiary may continue your Contract pursuant to this Section under the terms set forth in (a) through (h) below. Each such Beneficiary electing to continue his or her portion of the interest in this Contract is a “Continuation Beneficiary.” For any Beneficiary who does not timely elect to continue his or her portion of the interest in this Contract, we will pay in a single sum that Beneficiary’s share of the Death Benefit pursuant to the “Payment Upon Death” Section of this Contract.

The terms of the Beneficiary Continuation Option are as follows:

 

  (a)

This Contract cannot be assigned and must continue in your name for benefit of your Continuation Beneficiary. The Continuation Beneficiary may not assign his/her portion of the entire interest in this Contract.

 

  (b)

The Continuation Beneficiary automatically becomes the successor Annuitant with respect to that Continuation Beneficiary’s portion of the entire interest in this Contract.

 

  (c)

The Continuation Beneficiary cannot make any additional Contributions to this Contract.

 

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  (d)

The Continuation Beneficiary may transfer amounts among the Variable Investment Options with respect to that Continuation Beneficiary’s portion of the entire interest in this Contract.

 

  (e)

Distributions to the Continuation Beneficiary with respect to that Continuation Beneficiary’s portion of the entire interest in this Contract will be made in accordance with requirements described in Section 7.08, Part B (Required Minimum Distribution Rules–Payments After Your Death).

 

  (f)

The Beneficiary Continuation Option for an Eligible Designated Beneficiary is designed to pay out at least annually the post-death Required Minimum Distribution payment calculated for a Continuation Beneficiary’s portion of the entire interest in this Contract. If a Continuation Beneficiary elects to take all or part of any such Required Minimum Distribution payment from another one of your traditional individual retirement arrangements under which you also designated that Continuation Beneficiary as beneficiary, as described in Section 7.08, Part B (Required Minimum Distribution Rules–Payments After Your Death) in order for us to suspend such payment, that Continuation Beneficiary must give us advance notice in accordance with our procedures at the time.

 

  (g)

A Continuation Beneficiary may withdraw the Annuity Account Value apportioned to such Continuation Beneficiary at any time.

 

  (h)

Upon a Continuation Beneficiary’s death, we will make a single sum payment to the person designated by the deceased Continuation Beneficiary to receive that deceased Continuation Beneficiary’s portion of the Annuity Account Value, if any remains. In the alternative, the deceased Continuation Beneficiary’s designated beneficiary may elect to continue the payment method originally elected by the deceased Continuation Beneficiary subject to Section 7.08, Part B (Required Minimum Distribution Rules–Payments After Your Death).

 

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PART VII - ANNUITY BENEFITS is changed to:

“ANNUITY BENEFITS AND REQUIRED MINIMUM DISTRIBUTIONS”

The following new Section is added at the end of Part VII:

SECTION 7.08   REQUIRED MINIMUM DISTRIBUTION RULES

This Contract is subject to the “Required Minimum Distribution” rules of Sections 408(b) and 401(a)(9) of the Code, including the Treasury Regulations that apply. To the extent that any payment, benefit, or distribution options available to you under this Contract conflict with the Code, the Code requirements prevail.

Subsection A below describes the Required Minimum Distributions to be made during your lifetime. Subsection B below describes the Required Minimum Distributions to be made after your death, if you die before your entire interest in this Contract is distributed to you. The Required Minimum Distribution rules may be satisfied by either electing an Annuity Benefit or by taking withdrawals at least annually from or with respect to your entire interest in this Contract, all as subject to these rules.

If you choose annual withdrawals, your annual Required Minimum Distribution payments calculated for this Contract may be made from this Contract or from another individual retirement arrangement that you maintain, pursuant to Treasury Regulation Section 1.408-8. If you do not take lifetime Required Minimum Distribution payments from this Contract, we will assume that you are taking them from another individual retirement arrangement that you maintain.

For purposes of both the “lifetime” Required Minimum Distribution rules and the Required Minimum Distribution rules after death, the following definitions and conditions apply:

Your “entire interest” in this Contract for purposes of the Required Minimum Distribution Rules. Your “entire interest” in this Contract includes the amount of any outstanding rollover, transfer and recharacterization under Q&As-7 and -8 of Treasury Regulation Section 1.408-8 or any successor Regulation and, in addition to the dollar amount credited, the actuarial present value of any additional benefits provided under this SEP-IRA Contract, such as guaranteed death benefits.

Required Beginning Date. Your “Required Beginning Date” is the first day of April following the calendar year in which you attain age 72 (or age 70 12 if you were born on or before June 30, 1949). This is the latest date when your lifetime Required Minimum Distribution payments with respect to this Contract can start.

Designated Beneficiary. The term “Designated Beneficiary” means any individual designated as your beneficiary. This term will be interpreted consistently with Code Section 401(a)(9)(E) and the Treasury Regulations thereunder.

A.   Required Minimum Distribution Rules -Payments During Your Life

Notwithstanding any provision of this Contract to the contrary, the distribution of your entire interest in this Contract will be made in accordance with the requirements of Section 408(b)(3) of the Code and the Treasury Regulations thereunder, the provisions of which are herein incorporated by reference. Prior to the date that this Contract is annuitized the distribution of your interest in this Contract must satisfy the requirements of Section 408(a)(6) of the Code and the Regulations thereunder.

 

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Your entire interest in this Contract will be distributed or begin to be distributed no later than your Required Beginning Date defined above. Your entire interest may be distributed, as you elect, under one of the following methods or any other method we may make available at such time that meets the requirements of the Code and the Treasury Regulations thereunder:

(i) a lump sum payment;

(ii) payments over your life;

(iii) payments over your, life and the life of your Designated Beneficiary who is an Eligible Designated Beneficiary; or

(iv) payments over, a period certain not extending beyond your life expectancy, or

(v) payments over a period certain not extending beyond the joint and last survivor expectancy of you and your Designated Beneficiary, who is an Eligible Designated Beneficiary.

These “lifetime” Required Minimum Distribution payments must be made in periodic payments at intervals of no longer than 1 year and must be either nonincreasing or they may increase only as provided in Q&As A-1, A-4 and A-14 of Treasury Regulation Section 1.401(a)(9)-6 or any successor Regulation. In addition, any distribution must satisfy the incidental benefit requirements specified in Q&A A-2 of Treasury Regulation Section 1.401(a)(9)-6 or any successor Regulation.

The distribution periods described in the second preceding paragraph cannot exceed the periods specified in Section 1.401(a)(9)-6 of the Treasury Regulations or any successor Regulation.

The first lifetime Required Minimum Distribution payment can be made as late as April 1 of the year following the year you attain age 72 (or attain age 70 12 if you were born on or before June 30, 1949) and must be the payment that is required for one payment interval. The second payment need not be made until the end of the next payment interval.

B.   Required Minimum Distribution Rules – Payments After Your Death

(a) If you die before the distribution of your entire interest and the beneficiary is a Designated Beneficiary:

 

  (1)

General Rule: Subject to the exception for an Eligible Designated Beneficiary in paragraph (a)(2), the entire interest will be distributed as permitted by us and applicable federal tax law within ten years after your death.

 

  (2)

Exception for Eligible Designated Beneficiaries: If any portion of your interest is payable to (or for the benefit of) an Eligible Designated Beneficiary, such portion will be distributed as permitted by us and applicable federal tax law –

(I) over the life of such Eligible Designated Beneficiary, or over a period not extending beyond the life expectancy of such Eligible Designated Beneficiary, starting no later than the end of the calendar year following the calendar year of your death (or the end of the calendar year in which you would have attained age 72 (or age 7012 if you were born on or before June 30, 1949), if later, and the sole designated beneficiary is your surviving spouse), or

(II) within ten years after your death.    

 

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  (3)

Rules upon death of an Eligible Designated Beneficiary:

 

  (I)

If an Eligible Designated Beneficiary dies before the portion of your interest to which this paragraph (a) applies is entirely distributed, the exception under paragraph (a)(2)(I) shall not apply to any beneficiary of such Eligible Designated Beneficiary and the remainder of such portion shall be distributed within ten years after the death of such Eligible Designated Beneficiary.

  (II)

If the Eligible Designated Beneficiary is your surviving spouse and your surviving spouse dies before distributions to such spouse under paragraph (a)(2)(I) begin, this paragraph (a) shall be applied as if the surviving spouse were you.

For this purpose, distributions are considered to commence on the date distributions are required to begin to the surviving spouse under paragraph (a)(2)(I). However, if distributions start prior to the applicable date in the preceding sentence, on an irrevocable basis (except for acceleration) in the form of annuity payments meeting the requirements of Treasury Regulation Section 1.401(a)(9)-6 or any successor Regulation, then required distributions are considered to commence on the annuity starting date.

 

  (4)

Rules upon death of a Designated Beneficiary who is not an Eligible Designated Beneficiary:

If a Designated Beneficiary who is not an Eligible Designated Beneficiary dies before the portion of your interest to which this paragraph (a) applies is entirely distributed, the remainder of such portion shall be distributed within the original 10-year period that commenced with your death.

(b) If you die before the distribution of your entire interest under this annuity contract and the beneficiary is not a Designated Beneficiary, unless otherwise provided under applicable federal tax law, the remaining interest will be distributed as follows:

(1) If you die on or after the Required Beginning Date (or die on or after the date annuity payments commence if distributions commence prior to the Required Beginning Date in the form of annuity payments in accordance with the provisions of Q&A-1 of Treasury Regulation Section 1.401(a)(9)-6 or any successor Regulation), the remaining interest will be distributed in accordance with Code Section 401(a)(9) and the Treasury Regulations thereunder at least as rapidly as under the method of distributions being used as of the date of your death.

(2) If you die prior to the Required Beginning Date (and prior to the date annuity payments commence), the remaining interest will be distributed by the end of the calendar year containing the fifth anniversary of your death.

(c) Life expectancy is determined using the Single Life Table in Q&A-1 of Treasury Regulation Section 1.401(a)(9)-9 or any successor Regulation. If distributions are being made to a surviving spouse as the sole Designated Beneficiary, such spouse’s remaining life expectancy for a calendar year is the number in the Single Life Table corresponding to such spouse’s age in the year. In all other cases, where the Designated Beneficiary is an Eligible Designated Beneficiary other than your spouse, remaining life expectancy for a calendar year is the number in the Single Life Table corresponding to the Beneficiary’s age as of his or her birthday in the calendar year following the calendar year of your death and reduced by 1 for each subsequent year. If distributions are being made in the form of annuity payments, life expectancy will not be recalculated.

 

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(d) If the sole Designated Beneficiary is your surviving spouse, and the Spousal Continuation option described in the Section, “Payment Upon Death” is in effect, distribution of your interest in this Contract need not be made until your surviving spouse’s Required Beginning Date for lifetime Required Minimum Distributions described above in Subsection A of this Section, or your surviving spouse’s death if earlier.

(e) Potential aggregation with your other traditional individual retirement arrangements. The required minimum distributions payable to a Beneficiary with respect to this Roth IRA Contract (other than a distribution made in the form of an annuity payment) may be withdrawn from another Roth IRA the Beneficiary holds from the same decedent in accordance with Treasury Regulation Section 1.408-8, Q&A A-9. We may request that a Beneficiary document eligibility to take withdrawals from another of your other traditional individual retirement arrangements.

PART IX - GENERAL PROVISIONS

The following is added at the end of the existing Section:

SECTION 9.02   STATUTORY COMPLIANCE

If this Contract fails to qualify as an individual retirement annuity under Section 408(b) of the Code, we will have the right to terminate this Contract. We may do so, upon receipt of notice of such fact, before the Maturity Date. In that case, we will pay the Annuity Account Value less a deduction for the part which applies to any Federal income tax payable by you which would not have been payable with respect to an individual retirement annuity which meets the terms of Sections 408(b) of the Code.

However, we may also, at your request, transfer the Annuity Account Value to another annuity Contract issued by an affiliate, subsidiary or us.

The following is added at the end of the existing Section:

SECTION 9.04   REPORTS AND NOTICES

We will send you a report as of the end of each calendar year showing the status of this Contract and any other reports required by the Code. We will also send to you information on Required Minimum Distributions as is prescribed by the Commissioner of Internal Revenue.

The existing Section is deleted and replaced by the following:

SECTION 9.05   CHANGE IN OWNER

The Ownership of this SEP-IRA Contract cannot be changed.

[Applicable to a trustee or custodial SEP-IRA Owner]

[Where this Contract is purchased as an asset of a traditional individual retirement account under Section 408(a) of the Code that is used as a funding vehicle for a Simplified Employee Pension Plan described in Section 408(k) of the Code, the Owner must be a trustee or custodian meeting the requirements of Section 408(a) of the Code and pertinent Regulations. The Annuitant must be the individual for whose benefit such individual retirement account is maintained. If the Owner of this SEP-IRA Contract is a trustee or custodian of an individual retirement account under Section 408(a) of the Code, the Owner may be changed to a different trustee or custodian of a traditional individual retirement account under Section 408(a) of the Code benefiting the Annuitant. In the alternative, the ownership may be changed to the Annuitant. When the Annuitant is the Owner, any provisions of this Endorsement relating to trustee or custodial ownership have no effect.]

 

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The existing Section is deleted and replaced by the following:

SECTION 9.06 ASSIGNMENTS AND TRANSFERABILITY

You may not transfer this Contract.

No portion of your interest in this Contract or your rights under this Contract may be sold, assigned, pledged or transferred to any person other than the issuer of this Contract, or discounted, encumbered or pledged as collateral for a loan or as security for the performance of an obligation.

 

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA
[    [
LOGO    LOGO
Mark Pearson,    José Ramón González,
Chief Executive Officer]    Chief Legal Officer and Secretary]

 

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Form of Rider 2021ROPDB-IE-Z

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

[RETURN OF PREMIUM

GUARANTEED MINIMUM DEATH BENEFIT] RIDER

This Rider is part of your Contract and its provisions apply in lieu of any Contract provisions to the contrary. There are new definitions in this Rider which are introduced below. In this Rider, “we”, “our” and “us” mean Equitable Financial Life Insurance Company of America, “you” and “your” mean the Owner and “Rider” means this Rider.

The Effective Date of this Rider is your Contract Date.

[Except as described in Section III. below,] this Rider cannot be voluntarily terminated once it is elected.

I.    THIS RIDER’S DEATH BENEFIT

Subject to the terms and conditions of this Rider, we will pay a [Return of Premium Guaranteed Minimum Death Benefit] (“[ROP GMDB]”) under this Contract as described in Section II. below.

The [ROP GMDB] does not provide a Cash Value or any minimum Annuity Account Value (“AAV”) and cannot be withdrawn. Withdrawals will cause an adjustment to your [ROP GMDB] as described in Section II below.

[The terms and conditions to continue this Contract and Rider upon the death of the Owner (or Annuitant, if applicable) of this Contract, are described in the Endorsement Applicable to [Non-Qualified] Contracts and the Endorsement Applicable to Contract Continuation and Its Effect on an Optional Benefit Rider]

II.    OPERATION OF YOUR [ROP GMDB] RIDER

Your [ROP GMDB] amount is calculated as follows:

 

  1)

On your Contract Date, the [ROP GMDB] will be equal to your initial Contribution made to your Contract.

 

  2)

On the Transaction Date of any subsequent Contribution, we will increase the [ROP GMDB] by the amount of the Contribution.

 

  3)

On the Transaction Date of any partial Withdrawal, we will decrease the [ROP GMDB] on a pro-rata basis by the partial Withdrawal amount, plus any Withdrawal Charge which applies.

A pro-rata reduction is determined as follows:

 

  1)

Divide the amount of the Withdrawal by your AAV immediately preceding the Withdrawal;

 

  2)

Multiply the fraction calculated in (1) by the amount of your [ROP GMDB] immediately preceding the Withdrawal. This is the amount of the pro-rata reduction. We will make this reduction as of the Transaction Date of each Withdrawal.

 

2021ROPDB-IE-Z     Page 1


The Death Benefit amount payable upon the death of the Owner (or the Annuitant, if applicable) under the Contract when issued with this Rider will be the greater of:

 

  1)

the [ROP GMDB] amount; or

  2)

the Death Benefit as described in Section 6.02 “Payment Upon Death” in your Contract.

III.     THE RIDER CHARGE

The “Rider Charge” is [0.30%] of the [ROP GMDB] amount on your Contract Date Anniversary. This Rider charge is deducted on your Contract Date Anniversary from your AAV in the Variable Investment Options on a pro-rata basis. If those amounts are insufficient, we will deduct all or a portion of the Rider Charge from [the following, as applicable:] the Dollar Cost Averaging account[, the Segment Type Holding Account(s), and each Segment, respectively].

[We may increase or decrease the Rider Charge at any time after completion of [two] Contract Years. We will provide you a minimum of [30] days advance notice of any revised Rider Charge. The “Rider Charge Change Notification Date” is the date of the notice which we send to you informing you of the revised Rider Charge. If we revise the charge for this Rider, you may elect to terminate this Rider by submitting a written request to our Processing Office no later than [30] days after the Rider Charge Change Notification Date. This period is referred to as the [30] Day “Rider Drop Period.”

The “Rider Charge Change Effective Date” is the date on which the new Rider Charge becomes effective and is at least [30] days following the Rider Charge Change Notification Date. The new Rider Charge will become effective on the Rider Charge Change Effective Date. However, if the Rider Charge Change Notification Date falls during the first [two] Contract Years, the Rider Charge Change Effective Date is the Business Day that is the later of (i) the first day of the [third] Contract Year or (ii) at least [30] days following the Rider Charge Change Notification Date. In that case, the new Rider Charge will be deducted beginning on your [third] Contract Date Anniversary, unless a prorated Rider Charge was applied earlier in the Contract Year.]

IV.     TERMINATION OF THIS RIDER

[Except as described in Section III. above,] this Rider cannot be voluntarily terminated once it is elected.

This Rider will automatically terminate if:

 

  (i)

the Contract is continued under the Beneficiary Continuation Option, if applicable; or

  (ii)

you change the Owner of the Contract and the Owner does not meet the age eligibility requirements for this Rider [or for Joint Owner Contracts, (i) the older Joint Owner is changed or (ii) the younger Joint Owner is changed and the new Joint Owner does not meet the age eligibility requirements for this Rider]; or

  (iii)

amounts under the Contract are applied to a supplementary contract to provide an annuity benefit or any benefit available on the Contract Maturity Date; or

  (iii)

termination is required by an Endorsement to your Contract; or

  (iv)

the Contract terminates; or

  (v.)

you elect the Non-Qualified [Income Edge Series] Payment Program and that program becomes effective.

 

2021ROPDB-IE-Z     Page 2


EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

LOGO

Mark Pearson,

  

LOGO

José Ramón González,

Chief Executive Officer]

  

Chief Legal Officer and Secretary]

 

2021ROPDB-IE-Z     Page 3

Form of Rider 2021SIO-IE-Z

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

STRUCTURED INVESTMENT OPTION RIDER

This Rider is part of your Contract and its provisions apply in lieu of any Contract provisions to the contrary. There are new definitions in this Rider which are introduced below.

In this Rider, “we”, “our” and “us” mean Equitable Financial Life Insurance Company of America, “you” and “your” mean the Owner, and “Rider” means this Rider.

Subject to the terms and conditions of this Rider, you may make allocations to the Structured Investment Option with this flexible premium deferred variable and index linked annuity Contract, as described below.

This Rider is effective upon your Contract Date.

PART I – DEFINITIONS

The following Section is replaced, as follows:

SECTION 1.02 ANNUITY ACCOUNT VALUE

“Annuity Account Value” means the sum of the amounts held for you in the Variable Investment Option and the Structured Investment Option.

The following Sections are added:

SECTION 1.13A INVESTMENT OPTION

“Investment Option” means the Structured Investment Option, a Segment Type Holding Account, or a Variable Investment Option of a Separate Account.

SECTION 1.21A STRUCTURED INVESTMENT OPTION

“Structured Investment Option” means the Segments described in Part II A of this Rider. The Annuity Account Value in the Structured Investment Option is the sum of your Annuity Account Value in the Segments.

The following Section is replaced, as follows:

SECTION 1.23 VARIABLE INVESTMENT OPTION

“Variable Investment Option” means a Separate Account or a subdivision of a Separate Account available under your Contract and includes the Segment Type Holding Accounts unless otherwise noted. A Variable Investment Option may invest its assets in an Investment Fund.

 

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Part II A is added to your Contract, as follows:

PART II A – STRUCTURED INVESTMENT OPTION

SECTION 2A.01 DEFINITIONS

In this Part II A, we define certain terms that are used in connection with the Structured Investment Option.

SECTION 2A.01(a) INDEX

“Index” means the reference price, not including dividends, used to determine the Segment Rate of Return for a Segment Type. The currently designated Indices are shown in the Data Pages.

For purposes of this Contract, an Exchange Traded Fund (“ETF”) is considered an Index.

SECTION 2A.01(b) INDEX PERFORMANCE RATE

“Index Performance Rate” means, for any Segment, the percentage change in the value of the related Index from the Segment Start Date to the Segment Maturity Date. This calculation, called the point-to-point method, compares the change in the Index between two discrete points in time, namely the Segment Start Date and the Segment Maturity Date. The Index Performance Rate may be positive or negative.

SECTION 2A.01(c) PARTICIPATION RATE

The “Participation Rate” determines how much of the Index Performance Rate is used to calculate the Segment Rate of Return on the Segment Maturity Date. Segment Types may have different Participation Rates.

The current Participation Rate is [100%] for [all Segments].

SECTION 2A.01(d) PERFORMANCE CAP RATE

“Performance Cap Rate” means the highest Index Performance Rate that can be used to calculate the Segment Rate of Return. We set the Performance Cap Rate for each new Segment on the Segment Start Date. We reserve the right to set the Performance Cap Rate at any time prior to the Segment Start Date. The Performance Cap Rate may vary for each Segment. In addition, for any particular Segment, we may set a Performance Cap Rate applicable to allocations under new Contracts that is different than the Performance Cap Rate applicable to allocations under existing Contracts.

 

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SECTION 2A.01(e) SEGMENT

“Segment” means an Investment Option we establish with a specific Index, Segment Duration, Segment Buffer, Segment Maturity Date, Performance Cap Rate, and Participation Rate.

[We may offer Step Up Segments which are described in the “Segment Rate of Return” Section of this Rider (Section 2A.01(n)).]

SECTION 2A.01(f) SEGMENT BUFFER

“Segment Buffer” means the maximum negative Index Performance Rate that will be absorbed under the Contract for a Segment held until its Segment Maturity Date. Any percentage decline in the Segment’s Index Performance Rate multiplied by the Participation Rate that is in excess of the Segment Buffer will not be absorbed.

SECTION 2A.01(g) SEGMENT BUSINESS DAY

“Segment Business Day” means, generally, any Business Day on which an Index price is expected to be published for all Segments having a scheduled Segment Start Date or Segment Maturity Date in that month, as described in the Data Pages, and generally ends at 4:00 pm Eastern Time or such other time as we state in writing to the Owner. If any given day is not a day on which the Index price is scheduled to be published for any such Index, then that day is not a Segment Business Day for any Segment. We will notify you of the days an Index price is scheduled to be published for any new or changed Index we designate. We schedule Segment Start Dates and Segment Maturity Dates to occur on Segment Business Days.

A Segment Business Day generally occurs on any day that all Indices offered under this Contract publish a price as described below:

 

   
If the Index is...    Then...
   

[S&P 500 Price Return Index (S&P 500)

 

Russell 2000 Price Return Index (Russell 2000)

   [any day the New York Stock Exchange is scheduled to be open is deemed to be a day it is scheduled to publish a price.
   

MSCI EAFE Price Return Index

 

MSCI Emerging Markets Price Return Index

   any day MSCI Barra is scheduled to publish a value for the MSCI EAFE and MSCI Emerging Markets Index.
   
NASDAQ 100 Price Return Index]    any day the NASDAQ Exchange is scheduled to be open is deemed to be a day it is scheduled to publish a price.]

 

2021SIO-IE-Z     Page 3


SECTION 2A.01(h) SEGMENT DURATION

“Segment Duration” means the period from the Segment Start Date to the Segment Maturity Date.

SECTION 2A.01(i) SEGMENT INTERIM VALUE

“Segment Interim Value” means the Annuity Account Value in a Segment prior to the Segment Maturity Date.

SECTION 2A.01(j) SEGMENT INVESTMENT

“Segment Investment” means the amount of your initial allocation to a Segment, adjusted for transfers out and withdrawals from a Segment.

SECTION 2A.01(k) SEGMENT MATURITY DATE

“Segment Maturity Date” means the Segment Business Day a Segment ends. A Segment Maturity Date must occur on a Segment Business Day.

The Segment Maturity Date is generally the Wednesday before the first and third Thursday (as determined by the Segment Start Date and the Segment Duration) of the same month as the Segment Start Date in the calendar year in which the Segment Duration ends. If the Segment Maturity Date falls on a non-Segment Business Day, the Segment Maturity Date will be the prior Segment Business Day.

SECTION 2A.01(l) SEGMENT MATURITY VALUE

“Segment Maturity Value” means the sum of your Segment Investment and your Segment Return Amount in a Segment on the Segment Maturity Date as described in Section 2A.03.

SECTION 2A.01(m) SEGMENT PARTICIPATION REQUIREMENTS

“Segment Participation Requirements” means the requirements that must be met before we transfer amounts either from a Segment Type Holding Account to a Segment or from a Segment on a Segment Maturity Date to a Segment Type Holding Account and then to a Segment on a Segment Start Date. The Segment Participation Requirements are described in Section 3A.01.

SECTION 2A.01(n) SEGMENT RATE OF RETURN

Your Segment Rate of Return is determined as described in the table below:

 

2021SIO-IE-Z     Page 4


   

If the Index Performance Rate

multiplied by the Participation Rate:

  

Then the Segment Rate of Return

will be:

   
Exceeds the Performance Cap Rate    Equal to the Performance Cap Rate minus the Contract Fee
   
Is positive but is less than or equal to the Performance Cap Rate    Equal to the Index Performance Rate multiplied by the Participation Rate minus the Contract Fee
   

Is between zero and the Segment

Buffer inclusive

   Equal to 0% minus the Contract Fee
   
Is more negative than the Segment Buffer    Negative, to the extent the percentage decline exceeds the Segment Buffer minus the Contract Fee

[The following terms apply to Step Up Segment Types only (see Section 2A.01(q)):

Step Up Segment Rate of Return

Your Segment Rate of Return is determined as described in the table below:

 

   

If the Index Performance Rate

multiplied by the Participation Rate:

  

Then the Segment Rate of Return

applicable to your Step Up Segment

will be:

   
Exceeds the Performance Cap Rate    Equal to the Performance Cap Rate minus the Contract Fee
Is zero or positive up to the Performance Cap Rate
   
Is negative but less than or equal to the Segment Buffer    Equal to 0% minus the Contract Fee
   
Is more negative than the Segment Buffer    Negative, to the extent the percentage decline exceeds the Segment Buffer minus the Contract Fee

Your Segment Maturity Value for Step Up Segments is determined in the same manner. (See Section 2A.01(q) for “Step Up Segment Type” definition.)]

SECTION 2A.01(o) SEGMENT START DATE

“Segment Start Date” means the Segment Business Day on which a Segment begins. A Segment Start Date must occur on a Segment Business Day.

The Segment Start Date is generally the first and third Thursday of each month. If the Segment Start Date falls on a non-Segment Business Day, the Segment Start Date will be the prior Segment Business Day.

 

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SECTION 2A.01(p) SEGMENT RETURN AMOUNT

“Segment Return Amount” means an amount equal to the Segment Rate of Return multiplied by your Segment Investment on the Segment Maturity Date. The Segment Return Amount is added to, or subtracted from, the Segment Investment to determine your Segment Maturity Value as described in Section 2A.05.

SECTION 2A.01(q) SEGMENT TYPE

“Segment Type” means all Segments that have the same Index, Segment Duration, Segment Buffer, and Participation Rate. The Segment Types currently available on the Contract Date are shown in the Data Pages. The Segment Type options currently available are the Standard Segment Types[ and the Step Up Segment Types]. We may offer additional Segment Type options in the future.

SECTION 2A.01(r) SEGMENT TYPE HOLDING ACCOUNT

“Segment Type Holding Account” means an account that holds all contributions and transfers allocated to a Segment Type pending investment in a Segment. There is a Segment Type Holding Account for each Segment Type. A Segment Type Holding Account is a Variable Investment Option and is currently part of the [EQ/Money Market Variable Investment Option]. We have the right to designate another Investment Option for purposes of the Segment Type Holding Account. We will notify you of any such change prior to our use of any alternative Investment Option for the Segment Type Holding Account. [The Contract Fee shown in the Data Pages is not applicable to the Segment Type Holding Account. However, when amounts are allocated to the [EQ/Money Market Variable Investment Option] for purposes other than the Segment Type Holding Account, such amounts are subject to the Contract Fee as it applies to the Variable Investment Options.]

 

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OPERATION OF THE STRUCTURED INVESTMENT OPTION

SECTION 2A.02 INVESTMENT IN A SEGMENT ON A SEGMENT START DATE

We may establish new Segments on Segment Start Dates. Your Annuity Account Value in a Segment Type Holding Account is automatically transferred to the next new Segment that we establish in that Segment Type on its Segment Start Date, as provided in Section 3A.01.

SECTION 2A.03 ALLOCATION OPTIONS ON A SEGMENT MATURITY DATE

We will notify you at least [45] days prior to a Segment Maturity Date.

If you have not provided us with instructions for allocation of the Segment Maturity Value, your Segment Maturity Value will be allocated to the Segment Type Holding Account for Segments of the same Segment Type as the Segment that matured for transfer to the next Segment of that Type as described in Section 3A.01. However, if the same Segment Type has been terminated, your Segment Maturity Value will be transferred to the [EQ/Money Market Variable Investment Option], not to a Segment Type Holding Account. [Additional rules for allocation options on a Segment Maturity Date may be provided in the Data Pages.]

On your Segment Maturity Date, we, will reallocate the Segment Maturity Value to your instructions on file among the available Investment Options. You may change your instructions on file at any time by sending us the proper form. Changes will be effective on the Business Day of receipt by us, but for any particular Segment Maturity Date, the change must be received by us before the Segment Maturity Date.

SECTION 2A.04 SEGMENT INTERIM VALUE

We determine the Interim Value of your investment in a Segment on each Segment Business Day based on the estimated current value of financial instruments representing our obligation to provide your Segment Maturity Value on the Segment Maturity Date.

Your Segment Interim Value will not exceed the sum of (i) your Segment Investment plus (ii) your Segment Investment multiplied by the portion of the Segment’s Performance Cap Rate corresponding to the elapsed portion of the Segment’s Duration, minus the Contract Fee shown in the Data Pages.

We may determine this cap on the Segment Interim Value on a periodic basis, such as monthly or quarterly, rather than daily.

SECTION 2A.05 SEGMENT MATURITY VALUE

We determine your Segment Maturity Value on the Segment Maturity Date based on your Segment Rate of Return as shown in the table in Section 2A.01(n) and your Segment Return Amount as described in Section 2A.01(p). Your Segment Maturity Value is the sum of your Segment Investment plus your Segment Return Amount on the Segment Maturity Date.

 

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A Segment ends upon its Segment Maturity Date. Upon maturity of a Segment, the Segment Maturity Value is transferred to another Investment Option as described in Section 2A.03.

SECTION 2A.06 DISCONTINUATION OF OR SUBSTANTIAL CHANGE TO THE INDEX

We have the right, subject to compliance with applicable law, to:

 

(a)

substitute an alternative Index if the publication of the Index is discontinued, or, at our sole discretion, we determine that our use of the Index should be discontinued; or

(b)

end a Segment if an Index is discontinued or otherwise becomes unavailable to us and no reasonable alternative is then available for substitution of such Index. If we end a Segment before its scheduled Maturity Date, we will determine a Segment Maturity Value in accordance with our procedures for an unscheduled close day, as described in Section 2A.08.

We will notify you of any of the above actions we take.

SECTION 2A.07 CHANGES TO SEGMENT TYPES AND SEGMENTS

We reserve the right to change the Segment Start Date and/or Segment Maturity Date, to change the frequency with which we offer new Segments, to stop offering them, or to temporarily suspend offering new Segments. We also reserve the right to add new Segment Types. We will notify you of any of the above actions we take.

If we suspend the offering of new Segments for a Segment Type, amounts invested in the Segment Type Holding Account for that Segment Type will remain in the Segment Type Holding Account until the next Segment Start Date that Segment Participation Requirements are met on or after the date we lift the suspension or until you instruct us to transfer amounts out of the Segment Type Holding Account.

If the offering of a Segment Type is terminated, amounts invested in the Segment Type Holding Account will be transferred to the [EQ/Money Market Variable Investment Option]. If the terminated Segment Type is included in your allocations instructions on file, it will be replaced with the [EQ/Money Market Variable Investment Option].

SECTION 2A.08 EFFECT OF AN UNSCHEDULED CLOSE DAY

An unscheduled close day for any given Segment Type is a Segment Business Day on which the value of the Index for the Segment Type is scheduled to be published but is not published. If an unscheduled close day occurs between a Segment Start Date and a Segment Maturity Date, we may defer withdrawals and transfers from that Segment as described in Section 9A.03 “Deferment” of this Rider. We may also apply the procedures described in Section 2A.06.

 

2021SIO-IE-Z     Page 8


SECTION 2A.09 SEPARATE ACCOUNT FOR THE STRUCTURED INVESTMENT OPTION

For all Contracts that offer the Structured Investment Option, we hold in our Separate Account No. [71A], an amount equal to the Cash Values for the Structured Investment Option attributable to those Contracts. We have established this Separate Account and maintain it in accordance with the laws of the state of Arizona. Income, realized and unrealized gains and losses from the assets in this Separate Account are credited to or charged against it without regard to our other income, gains or losses. Assets are placed in this Separate Account to support the Contract and other annuity contracts. The assets of the Separate Account are our property. You do not participate in the performance of the Separate Account. We may transfer assets of the Separate Account in excess of reserves and other liabilities with respect to such account to another Separate Account or to our general account.

We may, at our discretion, invest assets of the account in any investment permitted by applicable law. We may rely exclusively on the opinion of counsel (including counsel in our employ) as to what investments we may make as law permits.

We have the right, subject to compliance with applicable law, to:

 

(a)

add new separate accounts to be used for the same purpose as Separate Account No. [71A],

(b)

divide the Separate Account into two or more separate accounts to be used for the same purpose, and

(c)

combine this Separate Account with any other separate account that is used for the same purpose.

 

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Part III A is added to your Contract, as follows:

PART III A – CONTRIBUTIONS AND ALLOCATIONS

SECTION 3A.01 CONTRIBUTIONS AND ALLOCATIONS TO THE STRUCTURED INVESTMENT OPTION

Contributions and transfers allocated to a Segment are initially invested in the Segment Type Holding Account until the next Segment Start Date for that Segment Type. All amounts in a Segment Type Holding Account on the Business Day preceding the Segment Start Date will be transferred into the Segment on the Segment Start Date, provided that all Segment Participation Requirements are met. Any such amounts, including the investment results of the Segment Type Holding Account are transferred from the Segment Type Holding Account to the designated Segment pursuant to the prior sentence.

Amounts allocated on the Segment Start Date to a Segment Type Holding Account are not included in the amounts transferred from the Segment Type Holding Account to a designated Segment. Such amounts are transferred from the Segment Type Holding Account to the designated Segment on the next Segment Start Date, provided that all Segment Participation Requirements are met.

Allocations must be in whole numbers and must total 100%. The maximum number of Segments and VIOs that may be active under your Contract at any given time is [160]. You may not allocate amounts to more than [100] Segments at any one time. If (i) a contribution into a Segment Type Holding Account, or (ii) a transfer from a Segment Type Holding Account into a Segment, or (iii) a transfer from a Variable Investment Option into a Segment Type Holding Account, or (iv) a transfer from a Segment to a Segment Type Holding Account, would ultimately cause your Contract to exceed this limit, amounts will be transferred to the [EQ/Money Market Variable Investment Option], as described in the next sentence. As of the close of business on the Segment Business Day prior to the Segment Start Date, if the total number of Segments scheduled to be established on the Segment Start Date would cause the Contract to exceed the [160] limit, amounts in Segment Type Holding Accounts and amounts from maturing Segments scheduled to transfer into Segment Type Holding Accounts will be allocated to the [EQ/Money Market Variable Investment Option] in order of those that would have established new Segments with the least initial Segment Investment first until the number of Segments scheduled to be established will no longer cause the Contract to exceed the limit of [160]. We will notify you if this number changes. Any such change will not affect the Segments in which you currently invest.

On a Segment Maturity Date, any Segment Maturity Value to be transferred to a new Segment pursuant to your Segment Maturity Date instructions or as otherwise provided in Section 2A.05 is allocated to the Segment Type Holding Account for the designated Segment.

 

2021SIO-IE-Z     Page 10


Segment Participation Requirements

The following Segment Participation Requirements must be met on a Segment Start Date in order for amounts to be transferred to a Segment from a Segment Type Holding Account:

 

(a)

the Segment is available; and

(b)

the Segment does not have a Segment Duration that extends beyond your Contract Maturity Date.

In general, amounts that are not transferred because Segment Participation Requirements have not been met will remain in the Segment Type Holding Account and be transferred to the next new Segment for which the Segment Participation Requirements are met, as described in Section 3A.01. However, if Segment Participation Requirements have not been met because the Segment Type has been terminated, or if new Segment Maturity Dates of that Segment Type would be later than your Contract Maturity Date, your amount in the Segment Type Holding Account will be transferred to the [EQ/Money Market Variable Investment Option]. We may change the Participation Requirements and will provide you advance notice of any such change.

 

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Part IV A is added to your Contract, as follows:

PART IV A - TRANSFERS AMONG INVESTMENT OPTIONS

SECTION 4A.02 TRANSFER RULES

Transfer Rules Applicable to the Structured Investment Option

 

(a)

You may not transfer into a Segment Type Holding Account if the upcoming Segment would have a Segment Maturity Date that is later than your Contract Maturity Date.

(b)

Amounts transferred into a Segment Type Holding Account on a Segment Start Date are not included in any transfer from the Segment Type Holding Account to a Segment that starts on that same day.

(c)

You may transfer out of a Segment Type Holding Account on any date other than a Segment Start Date.

(d)

Transfers on the Segment Start Date from a Segment Type Holding Account to a Segment are automatic.

(e)

Amounts transferred out of a Segment before the Segment Maturity Date are subject to the Segment Interim Value as described in Section 2A.04 of this Rider.

 

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Part V A is added to your Contract, as follows, and supersedes any provision to the contrary:

PART V A - WITHDRAWALS

SECTION 5A.01 WITHDRAWALS

Withdrawals will be processed on a pro-rata basis from your Annuity Account Value in the Variable Investment Options. If there is insufficient value or no value in the Variable Investment Options, any additional amount required or the total amount of the withdrawal, as applicable, will be withdrawn from the Dollar Cost Averaging Account. If there is insufficient value or no value in the Dollar Cost Averaging Account, any additional amount required or the total amount of the withdrawal, as applicable, will be withdrawn from the Segment Type Holding Accounts on a pro-rata basis. If there is insufficient value or no value in the Segment Type Holding Accounts, any additional amount required or the total amount of the withdrawal, as applicable, will be withdrawn from the Segments on a pro-rata basis.

Alternatively, you may provide specific instructions on how you wish withdrawals to be processed. You may provide withdrawal instructions for a specific Variable Investment Option(s) and/or Segment Type Holding Account(s) and/or Segment(s) from which to take the withdrawal. A specific dollar amount or percentage must be provided for each Variable Investment Option and/or Segment Type Holding Account and/or Segment and be stated in the withdrawal request.

[You may, however, request on a Segment Maturity Date to withdraw, in part or in whole, from a Segment, your Segment Maturity Value, without regard to the above provisions.]

 

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Part VI A is added to your Contract, as follows:

PART VI A – PAYMENT UPON DEATH

SECTION 6A.02 PAYMENT UPON DEATH

Upon receipt of notification of your death, if we have not received the Beneficiary Requirements described above, your Contract will continue to remain invested in the Investment Options and no transactions will be permitted except as described in this paragraph with respect to the Structured Investment Option. We will not permit any transfers into or withdrawals from a Segment. Amounts in a Segment Type Holding Account will be transferred to the [EQ/Money Market Variable Investment Option], on the Business Day prior to the Segment Start Date. For Segments in effect on the Segment Maturity Date, amounts will be transferred to the [EQ/Money Market Variable Investment Option] for any Segments in effect prior to your death.

Effect of Death on Amounts Allocated to the Structured Investment Option

If any amounts are held under a Segment, amounts required for the payment of a Death Benefit will be withdrawn from the Segment as described in Section 5A.01 of this Rider. Amounts withdrawn from a Segment on a date other than the Segment Maturity Date will reflect the Segment’s Segment Interim Value.

If amounts are allocated to any Segment in the Structured Investment Option at the time of your death, unless required for the payment of a Death Benefit, there will be no withdrawal from a Segment prior to the Segment Maturity Date. Amounts in Segments must remain in the Segments until the earlier of the Segment Maturity Date or the Transaction Date of a withdrawal.

[For NQ Contracts:

If amounts are allocated to any Segment in the Structured Investment Option at the time of your death, amounts in such Segments must remain in the Segments until (i) the earlier of (a) the Segment Maturity Date or (b) the Transaction Date on which a transfer out of any such Segment is made or a withdrawal is taken or (ii) in the case of Contracts continued under the Five Year Rule described in the Endorsement Applicable to Non-Qualified Contracts, at the end of the Five Year period. A Beneficiary or surviving Joint Owner continuing the Contract under the Five Year Rule may allocate amounts to a Segment but not to a Segment Type with a duration that is longer than the remaining period during the Five Year Rule. Such Beneficiary or surviving Joint Owner who may not allocate amounts to a Segment due to the Segment Duration limitations discussed in the former sentence, may only allocate amounts to the Variable Investment Options. Amounts will not be transferred from a Segment Type Holding Account into a Segment if the Segment Maturity Date will be later than the remaining period of the Five Year Rule. Any amounts in such Segment Type Holding Account will be automatically transferred to the [EQ/Money Market Variable Investment Option].

 

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If the Contract continues under Spousal Continuation, except as provided in the second paragraph of Section 6.02 of the Endorsement Applicable to Non-Qualified Contracts, your surviving spouse may make any changes regarding an allocation to any Segment under the Structured Investment Option that you would have been eligible to make during your life. Amounts allocated to the Structured Investment Option may not have a Segment Maturity Date longer than the remaining distribution period.]

[For IRA Contracts:

If amounts are allocated to any Segment in the Structured Investment Option at the time of your death, amounts in such Segments must remain in the Segments until (i) the earlier of (a) the Segment Maturity Date or (b) the Transaction Date on which a transfer out of any such Segment is made or a withdrawal is taken or (ii) in the case of Contract continuation, the end of the calendar year containing the tenth anniversary of your death, as described in [Section 7.08B] of the [Endorsement Applicable to Traditional IRA Contracts]. A Beneficiary continuing the Contract until the end of the calendar year containing the tenth anniversary of your death, cannot elect a Segment Type with a duration that is longer than the end of the calendar year containing the tenth anniversary of your death. Such Beneficiary may only allocate amounts to the Variable Investment Options. Amounts will not be transferred from a Segment Type Holding Account into a Segment if the Segment Maturity Date will be later than the tenth anniversary of your death. Any amounts in such Segment Type Holding Account will be automatically transferred to the [EQ/Money Market Variable Investment Option].

If the Contract continues under Spousal Continuation, except as provided in [Section 7.08(B)(2)(II)] of the [Endorsement Applicable to Traditional IRA Contracts], your surviving spouse may make any changes regarding an allocation to any Segment under the Structured Investment Option that you would have been eligible to make during your life. Amounts allocated to the Structured Investment Option may not have a Segment Maturity Date longer than the remaining distribution period.]

 

2021SIO-IE-Z     Page 15


PART VIII – CHARGES

The following paragraphs are added to the end of Section 8.05 of your Contract:

SECTION 8.05 CONTRACT FEE

For amounts held in the Structured Investment Option, the “Contract Fee” means a fee that is deducted from each Segment on the Segment Maturity Date as part of the Segment Rate of Return calculation, as shown in the Data Pages. If your Contract is (i) terminated, (ii) amounts are applied to an Annuity Benefit, (iii) a withdrawal is made, (iv) a transfer out of a Segment is taken, or (v) a Death Benefit is paid, on any date other than the Segment Maturity Date, we will deduct a pro rata portion of the Contract Fee from each Segment.

[For amounts held in the Segment Type Holding Account, the Contract Fee does not apply.]

 

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

[

   [

LOGO

Mark Pearson,

  

         LOGO

        José Ramón González,

Chief Executive Officer]

           Chief Legal Officer and Secretary]

 

2021SIO-IE-Z     Page 16

Form of Rider 2021IE-DD-Z

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

DUAL DIRECTION SEGMENT OPTION RIDER

This Rider is part of your Contract and its provisions apply in lieu of any Contract provisions to the contrary. There are new definitions in this Rider which are introduced below. In this Rider, “we”, “our” and “us” mean Equitable Financial Life Insurance Company of America, “you” and “your” mean the Owner and “Rider” means this Rider. Subject to the terms and conditions of this Rider, you may make allocations to a Dual Direction Segment with this index linked and variable deferred annuity Contract as described below.

[This Rider is effective upon your Contract Date].

PERFORMANCE CAP RATE: In certain situations, depending on the performance of the Index, your Segment Rate of Return may exceed the Performance Cap Rate as shown in Row 2 of the table below in Section [2A.01(n)].

The following is added to the definition of Segment Rate of Return and is applicable to Dual Direction Segments:

SECTION [2A.01(n)] SEGMENT RATE OF RETURN

For the Dual Direction Segment Option, your Segment Rate of Return is determined as follows:

 

If the Index Performance Rate multiplied by the Participation Rate:    Then the Segment Rate of Return applicable to your Dual Direction Segment will be:

Is greater than the Performance Cap Rate

   Equal to the Performance Cap Rate, minus any applicable Contract Fee as described in the Data Pages.

Is between the Performance Cap Rate and Segment Buffer, inclusive of both.

   Equal to the absolute value* of the Index Performance Rate multiplied by the Participation Rate, minus any applicable Contract Fee as described in the Data Pages.

Is less than the Segment Buffer

   Negative, to the extent the percentage decline exceeds the Segment Buffer, minus any applicable Contract Fee as described in the Data Pages.

*For purposes of the Segment Rate of Return calculation, the “absolute value” of the Index Performance Rate is the Index Performance Rate without regard to its mathematical sign (positive or negative).

 

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA
[   [
LOGO   LOGO
Mark Pearson,   Chief Legal Officer and Secretary]
Chief Executive Officer]  

 

1


Form of TGAP 2021TGAP1-Z

TABLE OF GUARANTEED ANNUITY PAYMENTS

Amount of Annuity Benefit payable monthly on the Life Annuity Form

with Ten* Years Certain provided by application of $1,000.

 

     Monthly Income     

Ages

  

Male

  

Female

            60             

   2.45                2.32            

61

   2.50    2.36

62

   2.55    2.41

63

   2.59    2.45

64

   2.64    2.50

65

   2.70    2.54

66

   2.75    2.59

67

   2.81    2.64

68

   2.87    2.70

69

   2.93    2.76

70

   2.99    2.82

71

   3.06    2.88

72

   3.13    2.94

73

   3.20    3.01

74

   3.28    3.08

75

   3.36    3.16

76

   3.44    3.23

77

   3.52    3.32

78

   3.61    3.40

79

   3.70    3.49

80

   3.80    3.58

81

   3.92    3.69

82

   4.05    3.81

83

   4.18    3.94

84

   4.32    4.07

85

   4.47    4.21

86

   4.63    4.35

87

   4.79    4.50

88

   4.96    4.67

89

   5.14    4.83

90

   5.32    5.01

91

   5.52    5.19

92

   5.72    5.38

93

   5.94    5.59

94

   6.18    5.81

95

   6.44    6.05

 

2021TGAP1-Z


* At age 80 and over the rates are adjusted so that the certain period does not exceed life expectancy. See Data Pages for Period Certain tables for ages 80 and older.

The amount of income provided under an Annuity Benefit payable on the Life Annuity Form is based on 1.00% interest and mortality equal to 40% for males and 39% for females of the Annuity 2000 Mortality Table projected at 1.20% for males and 1.35% for females for a number of years equal to attained age minus 20, but not less than 30.

Amounts required for ages or for annuity forms not shown in the above Table or for other annuity forms will be calculated by us on the same actuarial basis.

 

2021TGAP1-Z


TABLE OF GUARANTEED ANNUITY PAYMENTS

Amount of Annuity Benefit payable monthly on the Life Annuity Form

with Ten* Years Certain provided by application of $1,000.

 

Monthly Income

Ages

  

Unisex

        60        

   2.35

61

   2.39

62

   2.43

63

   2.48

64

   2.52

65

   2.57

66

   2.62

67

   2.68

68

   2.73

69

   2.79

70

   2.85

71

   2.91

72

   2.98

73

   3.05

74

   3.12

75

   3.19

76

   3.27

77

   3.35

78

   3.44

79

   3.53

80

   3.62

81

   3.74

82

   3.85

83

   3.98

84

   4.11

85

   4.25

86

   4.40

87

   4.56

88

   4.72

89

   4.89

90

   5.06

91

   5.25

92

   5.44

93

   5.65

94

   5.88

95

   6.12

 

2021TGAP1-Z


*At age 80 and over, the rates are adjusted so that the certain period does not exceed life expectancy. See Data Pages for Period Certain tables for ages 80 and older.

The amount of income provided under an Annuity Benefit payable on the Life Annuity Form with Ten Years Certain is based on 1.00% interest and mortality equal to 40% for males and 39% for females of the Annuity 2000 Mortality Table projected at 1.20% for males and 1.35% for females for a number of years equal to attained age minus 20, but not less than 30 adjusted to a unisex basis, reflecting a 20%-80% split of males and females at pivotal age 55.

Amounts required for ages or for annuity forms not shown in the above Table or for other annuity forms will be calculated by us on the same actuarial basis.

 

2021TGAP1-Z


TABLE OF GUARANTEED ANNUITY PAYMENTS

Amount of Annuity Benefit payable monthly on the Joint and Survivor Life Annuity form (with 100% of the amount of the Annuitant’s payment continued to the Annuitant’s spouse) provided by an application of $1,000.

 

Age    60    61    62    63    64    65    66    67    68    69    70
60    2.09    2.10    2.12    2.13    2.14    2.16    2.17    2.18    2.19    2.20    2.21
61         2.12    2.14    2.15    2.16    2.18    2.19    2.20    2.22    2.23    2.24
62              2.15    2.17    2.18    2.20    2.21    2.23    2.24    2.25    2.26
63                   2.19    2.20    2.22    2.24    2.25    2.26    2.28    2.29
64                        2.22    2.24    2.26    2.27    2.29    2.30    2.32
65                             2.26    2.28    2.30    2.31    2.33    2.34
66                                  2.30    2.32    2.34    2.35    2.37
67                                       2.34    2.36    2.38    2.40
68                                            2.38    2.40    2.42
69                                                 2.43    2.45
70                                                      2.47

The amount of income provided under an Annuity Benefit payable on the Life Annuity Form with Ten Years Certain or Joint and Survivor Life Annuity Form is based on 1.00% interest and mortality equal to 40% for males and 39% for females of the Annuity 2000 Mortality Table projected at 1.20% for males and 1.35% for females for a number of years equal to attained age minus 20, but not less than 30 adjusted to a unisex basis, reflecting a 20%-80% split of males and females at pivotal age 55.

Amounts required for ages or for annuity forms not shown in the above Tables or for other annuity forms will be calculated by us on the same actuarial basis.

 

2021TGAP1-Z


Form of TGAP 2021TGAP2-Z

TABLE OF GUARANTEED ANNUITY PAYMENTS

Amount of Annuity Benefit payable monthly on the Life Annuity Form

with Ten* Years Certain provided by application of $1,000.

 

    Monthly Income     

Ages

  Male    Female

60

  2.42    2.30

61

  2.47    2.34

62

  2.51    2.38

63

  2.56    2.42

64

  2.61    2.46

65

  2.66    2.51

66

  2.71    2.56

67

  2.77    2.61

68

  2.82    2.66

69

  2.88    2.72

70

  2.95    2.77

71

  3.01    2.84

72

  3.08    2.90

73

  3.15    2.96

74

  3.22    3.03

75

  3.30    3.11

76

  3.38    3.18

77

  3.46    3.26

78

  3.55    3.34

79

  3.64    3.43

80

  3.73    3.52

81

  3.85    3.63

82

  3.97    3.74

83

  4.10    3.86

84

  4.24    3.99

85

  4.38    4.12

86

  4.53    4.26

87

  4.69    4.41

88

  4.86    4.57

89

  5.03    4.73

90

  5.21    4.90

91

  5.40    5.07

92

  5.60    5.26

93

  5.82    5.47

94

  6.05    5.68

95

  6.30    5.92

 

2021TGAP2-Z


* At age 80 and over the rates are adjusted so that the certain period does not exceed life expectancy. See Data Pages for Period Certain tables for ages 80 and older.

The amount of income provided under an Annuity Benefit payable on the Life Annuity Form is based on 1.00% interest and mortality equal to 36% for males and 36% for females of the Annuity 2000 Mortality Table projected at 1.15% for males and 1.35% for females for a number of years equal to attained age minus 20, but not less than 30.

Amounts required for ages or for annuity forms not shown in the above Table or for other annuity forms will be calculated by us on the same actuarial basis.

 

2021TGAP2-Z


TABLE OF GUARANTEED ANNUITY PAYMENTS

Amount of Annuity Benefit payable monthly on the Life Annuity Form

with Ten* Years Certain provided by application of $1,000.

 

Monthly Income

Ages

  

Unisex

60

   2.32

61

   2.36

62

   2.40

63

   2.45

64

   2.49

65

   2.54

66

   2.59

67

   2.64

68

   2.69

69

   2.75

70

   2.81

71

   2.87

72

   2.93

73

   3.00

74

   3.07

75

   3.14

76

   3.22

77

   3.30

78

   3.38

79

   3.47

80

   3.56

81

   3.67

82

   3.78

83

   3.90

84

   4.03

85

   4.17

86

   4.31

87

   4.46

88

   4.62

89

   4.78

90

   4.95

91

   5.13

92

   5.32

93

   5.53

94

   5.75

95

   5.99

 

2021TGAP2-Z


*At age 80 and over, the rates are adjusted so that the certain period does not exceed life expectancy. See Data Pages for Period Certain tables for ages 80 and older.

The amount of income provided under an Annuity Benefit payable on the Life Annuity Form with Ten Years Certain is based on 1.00% interest and mortality equal to 36% for males and 36% for females of the Annuity 2000 Mortality Table projected at 1.15% for males and 1.35% for females for a number of years equal to attained age minus 20, but not less than 30 adjusted to a unisex basis, reflecting a 20%-80% split of males and females at pivotal age 55.

Amounts required for ages or for annuity forms not shown in the above Table or for other annuity forms will be calculated by us on the same actuarial basis.

 

2021TGAP2-Z


TABLE OF GUARANTEED ANNUITY PAYMENTS

Amount of Annuity Benefit payable monthly on the Joint and Survivor Life Annuity form (with 100% of the amount of the Annuitant’s payment continued to the Annuitant’s spouse) provided by an application of $1,000.

 

Age    60    61    62    63    64    65    66    67    68    69    70
60    2.07    2.09    2.10    2.11    2.13    2.14    2.15    2.16    2.17    2.18    2.19
61         2.10    2.12    2.13    2.15    2.16    2.17    2.18    2.20    2.21    2.22
62              2.14    2.15    2.17    2.18    2.19    2.21    2.22    2.23    2.24
63                   2.17    2.19    2.20    2.22    2.23    2.24    2.26    2.27
64                        2.21    2.22    2.24    2.25    2.27    2.28    2.29
65                             2.24    2.26    2.28    2.29    2.31    2.32
66                                  2.28    2.30    2.31    2.33    2.35
67                                       2.32    2.34    2.36    2.37
68                                            2.36    2.38    2.40
69                                                 2.40    2.42
70                                                      2.45

The amount of income provided under an Annuity Benefit payable on the Life Annuity Form with Ten Years Certain or Joint and Survivor Life Annuity Form is based on 1.00% interest and mortality equal to 36% for males and 36% for females of the Annuity 2000 Mortality Table projected at 1.15% for males and 1.35% for females for a number of years equal to attained age minus 20, but not less than 30 adjusted to a unisex basis, reflecting a 20%-80% split of males and females at pivotal age 55.

Amounts required for ages or for annuity forms not shown in the above Tables or for other annuity forms will be calculated by us on the same actuarial basis.

 

2021TGAP2-Z


Form of TGAP 2021TGAP3-Z

TABLE OF GUARANTEED ANNUITY PAYMENTS

Amount of Annuity Benefit payable monthly on the Life Annuity Form

with Ten* Years Certain provided by application of $1,000.

 

     Monthly Income     

Age

  

Male

  

Female

60    2.39    2.27
61    2.43    2.31
62    2.47    2.35
63    2.52    2.39
64    2.57    2.44
65    2.62    2.48
66    2.67    2.53
67    2.72    2.58
68    2.78    2.63
69    2.84    2.69
70    2.90    2.74
71    2.96    2.80
72    3.02    2.86
73    3.09    2.93
74    3.16    3.00
75    3.24    3.07
76    3.32    3.14
77    3.40    3.22
78    3.48    3.30
79    3.57    3.39
80    3.66    3.48
81    3.77    3.58
82    3.89    3.69
83    4.01    3.81
84    4.15    3.93
85    4.29    4.06
86    4.43    4.20
87    4.58    4.35
88    4.75    4.50
89    4.91    4.66
90    5.09    4.83
91    5.27    5.00
92    5.47    5.19
93    5.68    5.39
94    5.91    5.61
95    6.16    5.84

 

2021TGAP3-Z


* At age 80 and over the rates are adjusted so that the certain period does not exceed life expectancy. See Data Pages for Period Certain tables for ages 80 and older.

The amount of income provided under an Annuity Benefit payable on the Life Annuity Form is based on 1.00% interest and mortality equal to 32% for males and 29% for females of the Annuity 2000 Mortality Table projected at 1.10% for males and 1.15% for females for a number of years equal to attained age minus 20, but not less than 30.

Amounts required for ages or for annuity forms not shown in the above Table or for other annuity forms will be calculated by us on the same actuarial basis.

 

2021TGAP3-Z


TABLE OF GUARANTEED ANNUITY PAYMENTS

Amount of Annuity Benefit payable monthly on the Life Annuity Form

with Ten* Years Certain provided by application of $1,000.

 

Monthly Income

Ages

  

Unisex

60    2.30
61    2.33
62    2.38
63    2.42
64    2.46
65    2.51
66    2.56
67    2.61
68    2.66
69    2.71
70    2.77
71    2.83
72    2.89
73    2.96
74    3.03
75    3.10
76    3.17
77    3.25
78    3.34
79    3.42
80    3.51
81    3.62
82    3.73
83    3.85
84    3.97
85    4.10
86    4.24
87    4.39
88    4.54
89    4.71
90    4.87
91    5.05
92    5.24
93    5.44
94    5.66
95    5.90

 

2021TGAP3-Z


*At age 80 and over, the rates are adjusted so that the certain period does not exceed life expectancy. See Data Pages for Period Certain tables for ages 80 and older.

The amount of income provided under an Annuity Benefit payable on the Life Annuity Form is based on 1.00% interest and mortality equal to 32% for males and 29% for females of the Annuity 2000 Mortality Table projected at 1.10% for males and 1.15% for females for a number of years equal to attained age minus 20, but not less than 30 adjusted to a unisex basis, reflecting a 20%-80% split of males and females at pivotal age 55.

Amounts required for ages or for annuity forms not shown in the above Table or for other annuity forms will be calculated by us on the same actuarial basis.

 

2021TGAP3-Z


TABLE OF GUARANTEED ANNUITY PAYMENTS

Amount of Annuity Benefit payable monthly on the Joint and Survivor Life Annuity form (with 100% of the amount of the Annuitant’s payment continued to the Annuitant’s spouse) provided by an application of $1,000.

 

Age    60    61    62    63    64    65    66    67    68    69    70
60    2.06    2.07    2.09    2.10    2.11    2.12    2.13    2.14    2.15    2.16    2.17
61         2.09    2.10    2.12    2.13    2.14    2.16    2.17    2.18    2.19    2.20
62              2.14    2.15    2.17    2.18    2.19    2.21    2.22    2.23    2.23
63                   2.16    2.17    2.19    2.20    2.21    2.23    2.24    2.25
64                        2.19    2.21    2.22    2.24    2.25    2.26    2.28
65                             2.23    2.24    2.26    2.27    2.29    2.30
66                                  2.26    2.28    2.30    2.31    2.33
67                                       2.30    2.32    2.34    2.36
68                                            2.34    2.36    2.38
69                                                 2.39    2.41
70                                                      2.43

The amount of income provided under an Annuity Benefit payable on the Life Annuity Form with Ten Years Certain or Joint and Survivor Life Annuity Form is based on 1.00% interest and mortality equal to 32% for males and 29% for females of the Annuity 2000 Mortality Table projected at 1.10% for males and 1.15% for females for a number of years equal to attained age minus 20, but not less than 30 adjusted to a unisex basis, reflecting a 20%-80% split of males and females at pivotal age 55.

Amounts required for ages or for annuity forms not shown in the above Tables or for other annuity forms will be calculated by us on the same actuarial basis.

 

2021TGAP3-Z


Opinion of Counsel

SHANE DALY

Vice President

and Associate General Counsel

(212) 314-3912

(212) 314-3959

 

[EQUITABLE AMERICA]

  

LAW DEPARTMENT

May 18, 2022

Equitable Financial Life Insurance Company of America

525 Washington Boulevard

Jersey City, NJ 07310

Dear Sirs:

This opinion is furnished in connection with the filing by Equitable Financial Life Insurance Company of America (“Equitable America”) of a Form S-3 Registration Statement of Equitable America for the purpose of registering Interests in the Structured Investment Option® (“Interests”) under the Securities Act of 1933.

I have examined such corporate records of Equitable America and provisions of the Arizona Insurance Law as are relevant to authorization and issuance of the Interests and such other documents and laws as I consider appropriate. On the basis of such examination, it is my opinion that:

1.      Equitable America 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 Equitable America.

I hereby consent to the use of this opinion as an exhibit to the Registration Statement.

 

Very truly yours,

/s/ Shane Daly

Shane Daly

Powers of Attorney

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or Director of Equitable Financial Life Insurance Company of America (the “Company”), a stock life insurance company, hereby constitutes and appoints José Ramón González, Kurt Meyers, Ralph A. Petruzzo, Shane Daly and Robert Negron, 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:

Equitable 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.

Equitable America Variable Account 70A (811-23609)

333-248907

Form N-4 registration statements to be filed as necessary.

Equitable America Variable Account K (811-22886)

333-191149

333-191150

333-207014

333-229237

333-229238

333-256256

Form N-6 registration statements to be filed as necessary.

Equitable 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.

 

EFLOA


Equitable America Variable Account S (811-05100)

033-13183

Form N-6 registration statements to be filed as necessary.

Equitable Financial Life Insurance Company of America

333-210276

333-223704

333-229747

333-236437

333-251416

333-263529

333-263742

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 Equitable 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 each 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.

The undersigned has hereunto set his or her hand this 29th day of March, 2022.

 

Signature

  

Title

/s/ Daniel G. Kaye

Daniel G. Kaye

   Director

/s/ Francis Hondal

Francis Hondal

   Director

/s/ Joan Lamm-Tennant

Joan Lamm-Tennant

   Director

/s/ Kristi Matus

Kristi Matus

   Director

/s/ Mark Pearson

Mark Pearson

   Chief Executive Officer and Director

/s/ Bertram Scott

Bertram Scott

   Director

 

EFLOA


Signature

  

Title

/s/ George Stansfield

George Stansfield

   Director

/s/ Robin Raju

Robin Raju

   Chief Financial Officer

/s/ William Eckert

William Eckert

   Chief Accounting Officer

 

EFLOA


EX-FILING FEES

Calculation of Filing Fee Tables

S-3

(Form Type)

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

                         
    

Security

Type

 

Security

Class

Title

 

Fee

Calculation

or Carry

Forward

Rule

 

Amount

Registered

 

Proposed

Maximum

Offering

Price Per

Unit

 

Maximum

Aggregate

Offering

Price(1)

  Fee
Rate
 

Amount of

Registration

Fee

 

Carry

Forward

Form

Type

 

Carry

Forward

File

Number

 

Carry

Forward

Initial

effective

date

 

Filing Fee

Previously

Paid In

Connection
with Unsold

Securities to
be Carried

Forward

 
Newly Registered Securities
                         

Fees to Be

Paid

                         
                         

Fees

Previously

Paid

                         
 
Newley Registered Securities
                         

Carry

Forward

Securities

                         
                   
    Total Offering Amounts                   
                   
    Total Fees Previously Paid                   
                   
    Total Fee Offsets                   
                   
    Net Fee Due                                 


Table 2: Fee Offset Claims and Sources

 

                       
    

Registrant

or Filer

Name

 

Form

or

Filing

Type

 

File

Number

 

Initial

Filing

Date

 

Filing

Date

 

Fee Offset

Claimed

 

Security

Type

Associated

with Fee

Offset

Claimed

 

Security

Title

Associated

with Fee

Offset

Claimed

 

Unsold

Securities

Associated

with Fee

Offset

Claimed

 

Unsold

Aggregate

Offering

Amount

Associated

with Fee

Offset

Claimed(1)

 

Fee Paid

with Fee

Offset

Claimed

 
Rules 457(b) and 0-11(a)(2)
                       

Fees Offset

Claims

                       
                       

Fees Offset

Sources

                       
 
Rule 457(p)
                       

Fees Offset

Claims

                       
                       

Fees Offset

Sources

                                           

 

(1)

The unsold securities are deemed deregistered upon effectiveness of this registration statement.

Table 3: Combined Prospectuses

 

             
Security Type   Security Class Title  

Amount of Securities

Previously Registered

 

Maximum Aggregate

Offering Price of Securities

Previously Offered

 

Form

Type

 

File

Number

 

Initial Effective

Date