00019327682023-12-31falseThis Portfolio’s annual expenses reflect temporary fee reductions. The Portfolio operates as a “government money market fund.” The Portfolio will invest at least 99.5% of its total assets in U.S. government securities, cash, and/or repurchase agreements that are fully collateralized by U.S. government securities or cash. EQ Managed Volatility Portfolios that include the EQ volatility management strategy as part of their investment objective and/or principal investment strategy, and the EQ/affiliated Fund of Fund Portfolios that invest in Portfolios that use the EQ volatility management strategy, are identified in the chart by a “†“. See “Portfolios of the Trust” for more information regarding volatility management. Pursuant to a contract, Equitable Investment Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of certain affiliated Portfolios through April 30, 2025 (“Expense Limitation Arrangement”) (unless the Trust’s Board of Trustees consents to an earlier revision or termination of this agreement). The Expense Limitation Arrangement may be terminated by Equitable Investment Management Group, LLC at any time after April 30, 2025. The Expense Limitation Arrangement does not apply to unaffiliated Portfolios. “Total Annual Portfolio Operating Expenses” may be based, in part, on estimated amounts of such expenses. Expressed as a percentage of daily net assets in the variable investment options.Expressed as an annual percentage of daily net assets in the Portfolio. This range is for the year ended December 31, 2023 and could change from year to year.You may transfer annuity units among the variable investment options once a year on the contract date anniversary. There is no charge for such transfers. Transfers are permitted monthly for contracts issued in New York. We deduct this one-time charge for administrative expenses of the contract. 0001932768 2023-05-01 2023-05-01 0001932768 vip:RiskOfLossMember 2023-05-01 2023-05-01 0001932768 vip:NotShortTermInvestmentRiskMember 2023-05-01 2023-05-01 0001932768 vip:InvestmentOptionsRiskMember 2023-05-01 2023-05-01 0001932768 vip:InsuranceCompanyRiskMember 2023-05-01 2023-05-01 0001932768 cik0001932768:AnnualPortfolioExpensesAfterExpenseLimitationArrangementMember 2023-05-01 2023-05-01 0001932768 cik0001932768:AnnualPortfolioExpensesPriorToExpenseLimitationArrangementMember 2023-05-01 2023-05-01 0001932768 cik0001932768:PossibleAdverseTaxConsequencesMember 2023-05-01 2023-05-01 0001932768 cik0001932768:NoSurrenderOrWithdrawalsMember 2023-05-01 2023-05-01 0001932768 cik0001932768:AllocationRestrictionsMember 2023-05-01 2023-05-01 0001932768 cik0001932768:ChoiceOfAnnuityOptionMember 2023-05-01 2023-05-01 0001932768 cik0001932768:Covid19Member 2023-05-01 2023-05-01 0001932768 cik0001932768:CybersecurityRisksAndCatastrophicEventsMember 2023-05-01 2023-05-01 0001932768 cik0001932768:EqAbSmallCapGrowthMember 2023-05-01 2023-05-01 0001932768 cik0001932768:EqCommonStockIndexMember 2023-05-01 2023-05-01 0001932768 cik0001932768:EqcorePlusBondMember 2023-05-01 2023-05-01 0001932768 cik0001932768:EqEquity500IndexMember 2023-05-01 2023-05-01 0001932768 cik0001932768:EqIntermediateGovernmentBondMember 2023-05-01 2023-05-01 0001932768 cik0001932768:EqInternationalEquityIndexMember 2023-05-01 2023-05-01 0001932768 cik0001932768:EqLargeCapValueManagedVolatilityMember 2023-05-01 2023-05-01 0001932768 cik0001932768:EqModerateAllocationMember 2023-05-01 2023-05-01 0001932768 cik0001932768:EqMoneyMarketMember 2023-05-01 2023-05-01 0001932768 cik0001932768:EqQualityBondPlusMember 2023-05-01 2023-05-01 0001932768 cik0001932768:MultimanagerAggressiveEquityMember 2023-05-01 2023-05-01 xbrli:pure iso4217:USD
Filed with the Securities and Exchange Commission on
April 19, 2024.
REGISTRATION NO.
333-275050
REGISTRATION NO.
811-23817
 
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM
N-4
 
 
 
  
REGISTRATION STATEMENT
 
UNDER
  
THE SECURITIES ACT OF 1933
 
AMENDMENT NO. 2
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
 
AMENDMENT NO. 32
 
 
VARIABLE ACCOUNT AA
(EXACT NAME OF REGISTRANT)
EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA
(NAME OF DEPOSITOR)
 
 
8501 IBM Drive, Suite 150, Charlotte, NC 28262-4333
(Address of Depositor’s Principal Executive Offices)
Depositor’s Telephone Number, including Area Code:
212-554-1234
 
 
Alfred Ayensu-Ghartey
Vice President and Associate General Counsel
Equitable Financial Life Insurance Company of America
8501 IBM Drive, Suite 150, Charlotte, NC 28262-4333
(Name and Address of Agent for Service)
 
 
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: Continuous
It is proposed that this filing will become effective: (check appropriate box)
 
immediately upon filing pursuant to paragraph (b) of Rule 485
on
May 1, 2024 pursuant to paragraph (b) of Rule 485
60 days after filing pursuant to paragraph (a)(l) of Rule 485
on (date) pursuant to paragraph (a)(l) of rule 485
75 days after filing pursuant to paragraph (a)(2) of Rule 485
on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
 
this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
TITLE OF SECURITIES BEING REGISTERED: Units of interest in Variable Account AA
 
 
 

 
Variable Immediate Annuity
 
A combination variable and fixed immediate annuity contract
 
Prospectus dated May 1, 2024
Equitable Financial Life Insurance Company of America Variable Account AA
Equitable Financial Life Insurance Company
Separate Account A
 
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. This prospectus supersedes all prior prospectuses and supplements. You should read the prospectuses for the Trust, which contain important information about the portfolios.
 
 
 
What is the Variable Immediate Annuity?
 
The Variable Immediate Annuity is a single premium payout annuity contract issued by
Equitable Financial Life Insurance Company of America
or
Equitable Financial Life Insurance Company
(the “Company”, “we”, “our” and “us”)
. The contract offers a variable income annuity option funded by one or more of the variable investment options. The contract also offers a fixed income annuity option funded by our general account. This option may only be elected in combination with the variable income annuity option.
 
This prospectus is a disclosure document and describes all of the contract’s material features, benefits, rights and obligations, as well as other information. The description of the contract’s material provisions in this prospectus is current as of the date of this prospectus. If certain material provisions under the contract are changed after the date of this prospectus in accordance with the contract, those changes will be described in a supplement to this prospectus. You should carefully read this prospectus in conjunction with any applicable supplements. The contract should also be read carefully. All features and benefits described in this prospectus may not have been available at the time you purchased your contract.
 
Types of contracts. 
We offer the contract for use as an annuity to pay out your benefits under:
 
  a nonqualified annuity (“NQ”) for
after-tax
contributions only
 
  a plan qualified under Section 401(a) of the Internal Revenue Code
 
  a traditional individual retirement annuity (“IRA”)
 
  an Internal Revenue Code Section 403(b)
Tax-Sheltered
Annuity (“TSA”)
 
A minimum premium payment of $10,000 is required to purchase this contract.
 
You may allocate premium to the variable investment options and you may allocate a portion of your premium payment to the fixed income annuity option. See Appendix “Portfolio
Companies available under the contract” in this prospectus. You cannot transfer annuity units between the fixed income annuity option and variable income annuity option.
 
If you are a new investor in the contract, you may cancel your contract within 10 days of receiving it without paying fees or penalties. In some states, this cancellation period may be longer. Upon cancellation, you will receive either a full refund of the amount you paid with your application less any annuity payments you may have already received; or the amount you paid plus or minus any variable investment options’ gain or loss less any annuity payments you may have already received. You should review this prospectus, or consult with your financial professional, for additional information about the specific cancellation terms that apply.
 
 
Once the contract is issued, it may not be surrendered after the free look period and an investor may not withdraw any portion of the premium paid other than through annuity payments.
 
 
 
Variable Immediate Annuity (IF/NB)
 
#627284
 
The SEC has not approved or disapproved these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal. Additional information about certain investment products, including variable annuities, has been prepared by the SEC’s staff and is available at Investor.gov
.

Contents of this Prospectus
 
 
 
  
  
4
  
5
  
7
  
8
  
9
  
10
  
  
11
  
11
  
11
  
11
  
11
  
  
14
  
14
  
14
  
15
  
15
  
16
  
16
  
  
17
  
17
  
17
Possible fees on access to annuity unit value
  
  
17
  
17
  
17
  
  
17
  
18
  
  
19
  
19
  
19
  
 
 
When we address the reader of this Prospectus with words such as “you“ and “your,“ we mean the person who has the right or responsibility that the Prospectus is discussing at that point. This is usually the contract owner.
To make this prospectus easier to read, we sometimes use different words than in the contract. Your financial professional can provide further explanation about your contract.
 
2

  
20
  
20
  
20
  
21
  
21
  
23
  
24
  
24
  
  
25
  
25
  
25
  
26
  
26
  
26
  
26
  
26
  
26
  
26
  
27
  
Appendices
   29
   30
   31
       
 
3

Definitions of key terms
 
 
 
Annuitant
— The “annuitant” is the person who is the measuring life for determining the amount of annuity payments and how long those payments will be made. The annuitant is not necessarily the contract owner, except for IRA and TSA contracts where the owner and annuitant must be the same person. The contract owner receives the payments under the contract, unless a different payee is named.
 
Annuity unit
— The “annuity unit” is a unit of measurement used in determining the amount of each Variable Income Annuity payment. The number of annuity units is calculated by dividing the first monthly Variable Income Annuity payment amount by the unit value for the Valuation Period which includes the due date of the first monthly payment.
 
Annuity unit value
 
— The “annuity unit value” means the dollar value of any given date of each annuity unit in each applicable variable investment option.
 
Assumed Investment Return
— The “assumed investment return” also referred to as the assumed base rate of net investment return is shown in your policy data page and is used in calculating the amount of each variable income annuity payment. All contracts have an AIR of 5%, except for contracts issued in states where a 3.5% AIR (maximum) is used.
 
Beneficiary —
The person you designate to receive any benefits under the contract if you die.
 
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.
 
Contract Date
— The “contract date” is the effective date of the contract. This usually is the business day we receive the properly completed and signed application, along with any other required documents, and your contribution. Your contract date will be shown in your contract. This date is usually within two business days after we receive the application.
 
Contract date anniversary
— The end of each 12-month period is your “contract date anniversary.” For example, if
your contract date is May 1st, your contract date anniversary is April 30th. If the contract date anniversary falls on a non-business day, then the transaction date for any transaction that is scheduled to occur on such anniversary will be the immediately preceding business day.
 
Fixed Income Annuity Option —
An annuity option under which the monthly payments are payable in a specified dollar amount.
 
Free look
— If for any reason you are not satisfied with your contract, you may exercise your cancellation right under the contract to receive a refund, but only if you return your contract within the prescribed period. This is your “Free look” right under the contract. Your refund will generally reflect any gain or loss in your investment options, although in some states different rules may apply. Note: In some states you’ll receive a full refund of your premium if greater.
 
General account —
The Company’s general account supports the general obligations and any guaranteed benefits, as applicable and are subject to the Company’s claims paying ability. Assets in the general account are not segregated for the exclusive benefit of any particular contract or obligation. General account assets are also available to the insurer’s general creditors and the conduct of its routine business activities, such as the payment of salaries, rent and other ordinary business expenses.
 
IRA
— An individual retirement arrangement, including both an individual retirement account and an individual retirement annuity contract, whether traditional IRA or Roth IRA.
 
Net investment return
 
— The “net investment return” for a variable investment option is the investment results minus the daily charges.
 
Portfolio —
See
Variable Investment Option
below.
 
Separate Account
— Separate Account A and Variable Account AA, separate accounts established and registered as unit investment trusts under the Investment Company Act of 1940, as amended, to which contributions under the contracts may be allocated.
 
Valuation period —
Each Business Day together with any consecutive preceding non-Business Days.
 
Variable Income Annuity Option —
An annuity option under which the dollar amount of such monthly payment may increase or decrease depending on whether the actual rate of net investment return (after charges) of the applicable variable investment option is higher or lower than the Assumed Base Rate of Net Investment Return.
 
Variable Investment Option —
Sub-funds (or “Portfolios”) of the Separate Account. Each variable investment option may invest its assets in a separate class (or series) of a specified trust or investment company where each class (or series) represents a separate portfolio in such trust or investment company.
 
4

Important information you should consider about the contract
 
 
 
FEES AND EXPENSES
Charges for Early Withdrawals
 
 
 
Once issued, a contract may not be surrendered and the premium payment cannot be withdrawn other than through annuity payments. The contract does not have a cash surrender value.
For additional information about transaction charges see “Charges and expenses” in the Prospectus.
 
 
Transaction Charges
 
 
 
We will deduct $
350
from your premium payment for
administrative
expenses and you may be charged premium taxes.
 
For additional information about transaction charges see “Charges and expenses” in the Prospectus.
 
 
 
Ongoing Fees and Expenses
(annual charges)
   
The contract provides for different ongoing fees and expenses. The table below describes the fees and expenses that you may pay
each year
under the contract, depending on the investment options you choose. Please refer to your contract specifications page of your contract for information about the specific fees you will pay each year based on the options you have elected.
 
 
   
Annual Fee
  
Minimum
  
Maximum
 
   
Base Contract
(1)
  
0.50%
  
1.55%
 
   
Investment options (Portfolio fees and expenses)
(2)
  
0.57%
  
1.11%
 
   
(1)  Expressed as a percentage of daily net assets in the variable investment options.
(2)  Expressed as an annual percentage of daily net assets in the Portfolio. This range is for the year ended December 31, 2023 and could change from year to year.
 
Because your contract is customizable, the choices you make affect how much you will pay. To help you understand the cost of owning your contract, the following table shows the lowest and highest cost you could pay
each year,
based on current charges.
 
 
   
Lowest Annual Cost
$1,267
  
Highest Annual Cost
$2,601
 
   
Assumes:
•   Investment of $100,000
•   5% annual appreciation
•   Least expensive combination of contract and Portfolio fees and expenses
  
Assumes:
•   Investment of $100,000
•   5% annual appreciation
•   Most expensive combination of contract, and Portfolio fees and expenses
 
 
 
 
 
 
For additional information about ongoing fees and expenses see “Fee Table” in the Prospectus.
 
 
RISKS
Risk of Loss
 
 
 
The contract is subject to the risk of loss. You could lose some or all of your premium payment and income payments can decrease significantly. For additional information about the risk of loss see “Principal risks of investing in the contract” in the Prospectus.
 
 
Not a Short-Term Investment
 
 
 
The contract may be appropriate if you need income for a specific time period or for the life of an annuitant. The contract is not a short-term investment and is not appropriate for an investor who needs ready access to cash. As such, you should not use the contract as a short-term investment or savings vehicle. Once issued, your contract may not be surrendered and the premium payment cannot be withdrawn other than through annuity payments. For additional information about the investment profile of the contract see “Fee Table” in the Prospectus.
 
 
 
5

RISKS
Risks Associated with Investment Options
 
 
 
An investment in the contract is subject to the risk of poor investment performance and can vary depending on the performance of the variable investment options available under the contract, (e.g., the Portfolios). Each investment option, including the fixed-income annuity option, has its own unique risks. You should review the investment options available under the contract before making an investment decision.
 
For additional information about the risks associated with investment options see “Fixed and Variable investment options” and “Portfolios of the Trust” in “Purchasing the contract” in the Prospectus. See also Appendix “Portfolio Companies available under the contract” in the Prospectus.
 
 
Insurance Company Risks
 
 
 
An investment in the contract is subject to the risks related to the Company. The Company is solely responsible to the contract owner for the obligations under the contract. The general obligations, or fixed-income annuity option under the contract are supported by our general account and are subject to our claims paying ability. An owner should look solely to our financial strength for our claims-paying ability. More information about the Company, including our financial strength ratings, may be obtained at www.equitable.com/about-us/financial-strength-ratings.
 
For additional information about insurance company risks see “About the general account” in “More information” in the Prospectus.
 
 
RESTRICTIONS
Investments
 
 
 
We may, at any time, exercise our rights to limit or terminate your allocations and transfers to any of the variable investment options and to limit the number of variable investment options which you may select. Such rights include, among others, removing investment options, combining any two or more variable investment options and transferring the annuity units value from any variable investment option to another variable investment option. Transfers between the fixed income annuity option and variable income annuity option are not allowed. You cannot allocate 100% of your premium payment to the fixed income annuity option. Transfers among the investment options are only permitted once a year.
 
You cannot allocate 100% of your premium payment to the fixed income annuity option.
 
You cannot transfer funds between the fixed income annuity option and variable income annuity option.
 
If you elect a portion of your premium to go to the fixed income annuity option, you cannot change this election.
 
For more information, see “Selecting your annuity option” in the Prospectus.
 
For more information see “About the Separate Account” in “More information” in the Prospectus.
 
 
TAXES
Tax Implications
 
 
 
You should consult with a tax professional to determine the tax implications of an investment in, and purchase payments received under, the contract. There is no additional tax benefit to you if the contract is purchased through a tax-qualified plan or individual retirement account (IRA). Each payment you receive is ordinary income for tax purposes, except where you have after-tax funds in your contract. If you have after-tax funds, a portion of each annuity payment that is attributed to such after-tax funds will be considered non-taxable.
 
For more information, see “Tax information” in the Prospectus.
 
 
CONFLICTS OF INTEREST
Investment Professional Compensation
 
 
 
Some financial professionals may receive compensation for selling the contract to you, both in the form of commissions or in the form of contribution-based compensation. Financial professionals may also receive additional compensation for enhanced marketing opportunities and other services (commonly referred to as “marketing allowances”). This conflict of interest may influence the financial professional to recommend this contract over another investment.
 
For additional information about compensation to financial professionals see “Distribution of the contracts” in “More information” in the Prospectus.
 
 
Exchanges
 
 
 
Some financial professionals may have a financial incentive to offer a new contract in place of the one you already own. You should only exchange your contract if you determine, after comparing the features, fees, and risks of both contracts, that it is preferable to purchase the new contract rather than continue to own your existing contract.
 
 
 
 
6

Overview of the contract
 
 
 
Purpose of the Contract
 
The contract is an individual single premium immediate variable annuity contract designed to help you take a lump sum premium payment and turn it into an immediate income stream, through an investment in one or more variable investment options and the fixed income annuity option. The contract may be appropriate if you need income for a specific time period or for the life of an annuitant. It is not intended for people who may need to access invested funds within a short-term timeframe or who intend to engage in frequent transfers of the underlying Portfolios.
 
Phases of the Contract
 
The contract has only one phase, an income (annuity) phase.
 
Income (Annuity) Phase
 
You can choose variable annuity payments or variable and fixed annuity payments by allocating your premium payment to one or more of the available investment options, which include:
 
  Variable investment options, which provide variable income payments that vary depending on the market performance of each option and its underlying portfolio; and
 
  Fixed income annuity option, which provide fixed income payments at a minimum guaranteed interest rate funded by our general account.
 
For additional information about each underlying Portfolio see Appendix: “Portfolio Companies available under the contract”.
 
During the income phase, you will receive a stream of income payments for the annuity payout period of time you elect. You can elect to receive annuity payments (1) for life; (2) for life with a certain minimum number of payments to the beneficiary upon the death of the annuitant; (3) for life for joint and survivor annuitants with a certain minimum number of payments to the beneficiary upon the death of both annuitants; or (4) for life for joint and survivor annuitants. Please note that when you annuitize, your premium payment is converted to income payments and you cannot make any additional premium payments to your contract. Also, once issued, the contract may not be surrendered. The contract does not have a cash surrender value. You cannot withdraw your premium other than through annuity payments.
 
Transfers among the investment options are only permitted once a year. You cannot allocate 100% of your premium payment to the fixed income annuity option. You cannot transfer funds between the fixed income annuity option and
variable income annuity option. If you elect a portion of your premium to go to the fixed income annuity option, you cannot change this election. Payments will begin one month after contract issue or if you have elected to receive income payments, as an income arrangement, under an existing deferred contract you have previously purchased from the Company on the date that we receive your election.
 
The contract is subject to the risk of possible loss of principal. You could lose some or all of your premium payment and income payments can decrease significantly.
 
7

Fee Table
 
 
 
The following tables describe the fees and expenses that you will pay when buying and owning the contract. Please refer to your contract specifications page for information about the specific fees you will pay each year based on the options you have selected.
 
The first table describes fees and expenses that you will pay at the time that you buy the contract or if you make certain transfers. Charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state, may also apply.
 
Transaction Expenses
Sales Load Imposed on Purchases    None
Withdrawal Charge (as a percentage of contributions withdrawn)    None
Transfer Fee
(1)
   None
Administrative Expense Charge
(2)
   $350
 
(1)
You may transfer annuity units among the variable investment options once a year on the contract date anniversary. There is no charge for such transfers. Transfers are permitted monthly for contracts issued in New York.
(2)
We deduct this one-time charge for administrative expenses of the contract.
 
The next table describes the fees and expenses that you will pay
each year
during the time that you own the contract (not including Portfolio fees and expenses).
 
Annual Contract Expenses
     
Base Contract Expenses (as a percentage of daily net assets in the variable investment options)    1.55%
 
The next item shows the minimum and maximum total operating expenses charged by the underlying Portfolios that you may pay periodically during the time that you own the contract. A complete list of Portfolios available under the contact, including their annual expenses, may be found at the back of this document. See “Appendix: Portfolio Companies available under the contract.” These expenses are for the period ended December 31, 2023, and may fluctuate from year to year.
 
Annual Portfolio Expenses
  
Minimum
  
Maximum
Annual Portfolio Expenses prior to Expense Limitation Arrangement (expenses that are deducted from Portfolio assets including management fees,
12b-1
fees, service fees, and other expenses)
*
  
0.57%
  
1.11%
Annual Portfolio Expenses after Expense Limitation Arrangement (expenses that are deducted from Portfolio asset including management fees, 12b-1 fees, service fees, and other expenses)
**
  
0.54%
  
1.11%
 
*
“Total Annual Portfolio Operating Expenses” may be based, in part, on estimated amounts of such expenses.
**
Pursuant to a contract, Equitable Investment Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of certain affiliated Portfolios through April 30, 2025 (“Expense Limitation Arrangement”) (unless the Trust’s Board of Trustees consents to an earlier revision or termination of this agreement). The Expense Limitation Arrangement may be terminated by Equitable Investment Management Group, LLC at any time after April 30, 2025. The Expense Limitation Arrangement does not apply to unaffiliated Portfolios.
 
8

The Company
 
 
 
 
Equitable America is an Arizona stock life insurance corporation organized in 1969 with an administrative office located at 8501 IBM Drive, Suite 150-GR, Charlotte, NC 28262-4333. Equitable Financial is a New York stock life insurance corporation doing business since 1859 with its home office located at 1345 Avenue of the Americas, New York, NY 10105. We are indirect wholly owned subsidiaries of Equitable Holdings, Inc.
 
We are licensed to sell life insurance and annuities in all 50 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.
 
9

How to reach us
 
You may communicate with our processing office as listed below for the purposes described. Certain methods of contacting us, such as by telephone or electronically, may be unavailable or delayed (for example our facsimile service may not be available at all times and/or we may be unavailable due to emergency closing). In addition, the level and type of service available may be restricted based on criteria established by us.
 
Send all written communications to our processing office:
 
Equitable
Variable Immediate Annuity
Benefit Payment Service Group
P.O. Box 4993
Syracuse, NY 13221
 
Customer service representative:
 
During our regular business hours you may call
(800) 245-1230,
our toll-free number, to speak with one of our customer service representatives. Our customer service representatives are available on any business day Monday through Friday from 9:00 a.m. until 5:00 p.m., Eastern Time.
 
You should send all notices and requests to our processing office at the address above.
 
We have specific forms that we recommend you use for the following types of requests:
 
(1)
beneficiary changes; and
 
(2)
transfers among variable investment options.
 
In addition, we have available a form for address changes. 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.
 
Signatures:
 
The proper person to sign forms, notices and requests is the owner. Any irrevocable beneficiary or assignee that we have on our records also must sign certain types of requests.
 
10

1.
Purchasing the Contract
 
 
 
How you can purchase a contract
 
You may purchase a contract by making a single premium payment to us. Subsequent contributions are not permitted. Your premium payment must be by check drawn on a U.S. bank, in U.S. dollars, and made payable to the Company. We do not accept cash or traveler’s checks. We do not accept third-party checks endorsed to us except for rollover payments, or trustee checks that involve no refund. All checks are accepted subject to our ability to collect the funds. We may also, subject to terms we may require, allow a premium payment to be made by a wire transfer or other means. We reserve the right to reject a payment if it is received in an unacceptable form.
 
Your premium payment must be accompanied by an application and any other form we need to process the payment. If your application is in good order when we receive it for application processing purposes, your contribution will be applied within two business days. If any information is missing or unclear, we will try to obtain that information. If we are unable to obtain all of the information we require within five business days after we receive an incomplete application or form, we will inform the financial professional submitting the application on your behalf. We will then return the premium payment to you unless you specifically direct us to keep your premium payment until we receive the required information.
 
 
Our “business day” is generally any day the New York Stock Exchange is open for regular trading and generally ends at 4:00 p.m. Eastern Time (or as of an earlier close of regular trading). A business day does not include a day on which we are not open due to emergency conditions determined by the Securities and Exchange Commission. We may also close early due to such emergency conditions.
 
 
Owner and annuitant requirements
 
The “annuitant” is the person who is the measuring life for determining contract benefits. The annuitant is not necessarily the contract owner, except for IRA and TSA contracts where the owner and annuitant must be the same person. The contract owner receives the payments under the contract, unless a different payee is named.
 
What are your investment options under the contract?
 
Your investment options are the variable investment options and the fixed income annuity option.
 
Fixed income annuity option
 
If you allocate a portion of your premium payment to the fixed income annuity option, your payments under the fixed income annuity option will be the same each month and will
not fluctuate. This option will earn a fixed guaranteed minimum interest rate. For more information, see “Selecting your annuity option” in this Prospectus.
 
Variable investment options
 
If you allocate a portion of your premium to the variable income annuity option, your payments under the variable annuity option may not be the same each month and may fluctuate. Your investment results in any one of the variable investment options as compared to the assumed interest rate will depend on the investment performance of the underlying portfolios and therefore, the amount of your variable income annuity payments, will depend on the investment performance of those portfolios. In periods of poor market performance, the net return, after charges and expenses, may result in negative yields, including for the EQ/Money Market variable investment option. For more information, see “Selecting your annuity option” in this Prospectus.
 
 
You can choose from among the variable investment options. Variable investment options are referred to as Investment Funds in the contract.
 
 
Portfolios of the Trust
 
We offer an affiliated Trust, which in turn offers one or more Portfolios. Equitable Investment Management Group, LLC (“Equitable IMG”) is an affiliate of the Company and serves as the investment adviser of the EQ Advisors Trust (collectively the “affiliated Trust”). For some Portfolios, Equitable IMG has entered into sub-advisory agreements with one or more other investment advisers (the “sub-advisers”) to carry out investment decisions for the Portfolios. As such, among other responsibilities, Equitable IMG oversees the activities of the sub-advisers and is responsible for retaining or discontinuing the services of those sub-advisers.
 
Information regarding each of the currently available Portfolios, their investment adviser(s) and/or sub-adviser(s), their current expenses, their name, their type, and their current performance is available in an appendix to the prospectus. See Appendix: “Portfolio Companies available under the contract.”
 
Each Portfolio has issued a prospectus that contains more detailed information about the Portfolio. You should consider the investment objectives, risks, and charges and expenses of the portfolios carefully before investing. In order to obtain copies of the portfolios’ prospectuses, you may call one of our customer service representatives at (800) 245-1230, or visit www.equitable.com/ICSR#EQH142502.
 
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You should be aware that Equitable Advisors and Equitable Distributors, LLC (“Equitable Distributors”) (together, the “Distributors”) directly or indirectly receive 12b-1 fees from the Portfolios for providing certain distribution and/or shareholder support services. These fees will not exceed 0.25% of the Portfolios’ average daily net assets. The Portfolios’ sub-advisers and/or their affiliates may also contribute to the cost of expenses for sales meetings or seminar sponsorships that may relate to the contracts and/or the sub-advisers’ respective Portfolios. In addition, Equitable IMG receives advisory fees and Equitable Investment Management, LLC, an affiliate of Equitable IMG, receives administration fees in connection with the services they provide to the Portfolios.
 
As a contract owner, you may bear the costs of some or all of these fees and payments through your indirect investment in the Portfolios. (See the Portfolios’ prospectuses for more information.) These fees and payments, as well as the Portfolios’ investment advisory fees and administration expenses, will reduce the underlying Portfolios’ investment returns. The Company and/or its affiliates may profit from these fees and payments. The Company considers the availability of these fees and payment arrangements during the selection process for the underlying Portfolios. These fees and payment arrangements may create an incentive for us to select Portfolios (and classes of shares of Portfolios) that pay us higher amounts.
 
Some Portfolios invest in other affiliated Portfolios (the “EQ Fund of Fund Portfolios”). The EQ Fund of Fund Portfolios offer contract owners a convenient opportunity to invest in other Portfolios that are managed and have been selected for inclusion in the EQ Fund of Fund Portfolios by Equitable IMG. Equitable Advisors an affiliated broker-dealer of the Company, may promote the benefits of such Portfolios to contract owners and/or suggest that contract owners consider whether allocating some or all of their annuity payments to such Portfolios is consistent with their desired investment objectives. In doing so, the Company, and/or its affiliates, may be subject to conflicts of interest insofar as the Company may derive greater revenues from the EQ Fund of Fund Portfolios than certain other Portfolios available to you under your contract. Please see “Allocating your premium payment” in this Prospectus for more information about your role in managing your allocations.
 
As described in more detail in the Portfolio prospectuses, the EQ Managed Volatility Portfolios may utilize a proprietary volatility management strategy developed by Equitable IMG (the “EQ volatility management strategy”) and, in addition, certain EQ Fund of Fund Portfolios may invest in affiliated Portfolios that utilize this strategy. The EQ volatility management strategy employs various volatility management techniques, such as the use of ETFs or futures and options, to reduce the Portfolio’s equity exposure during periods when certain market indicators indicate that market volatility is above specific thresholds set for the Portfolio. When market volatility is increasing above the specific thresholds set for a Portfolio utilizing the EQ volatility management strategy, the adviser of the Portfolio may reduce equity exposure. Although this strategy is intended
to reduce the overall risk of investing in the Portfolio, it may not effectively protect the Portfolio from market declines and may increase its losses. Further, during such times, the Portfolio’s exposure to equity securities may be less than that of a traditional equity portfolio. This may limit the Portfolio’s participation in market gains and result in periods of underperformance, including those periods when the specified benchmark index is appreciating, but market volatility is high.
 
The EQ Managed Volatility Portfolios that include the EQ volatility management strategy as part of their investment objective and/or principal investment strategy, and the EQ Fund of Fund Portfolios that invest in Portfolios that use the EQ volatility management strategy, are identified in the chart in the Appendix: “Portfolio Companies available under the contract” by a “†”.
 
Portfolios that utilize the EQ volatility management strategy (or, in the case of certain EQ Fund of Fund Portfolios, invest in other Portfolios that use the EQ volatility management strategy) are designed to reduce the overall volatility of your annuity payments and provide you with risk-adjusted returns over time. The reduction in volatility helps us manage the risks associated with providing guaranteed benefits during times of high volatility in the equity market. During rising markets, the EQ volatility management strategy, however, could result in your annuity payments rising less than would have been the case had you been invested in a Portfolio that does not utilize the EQ volatility management strategy (or, in the case of the EQ Fund of Fund Portfolios, invest exclusively in other Portfolios that do not use the EQ volatility management strategy). Conversely, investing in investment options that use the EQ volatility management strategy may be helpful in a declining market when high market volatility triggers a reduction in the investment option’s equity exposure because during these periods of high volatility, the risk of losses from investing in equity securities may increase. In these instances, your annuity payments may decline less than would have been the case had you not been invested in investment options that use the EQ volatility management strategy.
 
Please see the underlying Portfolio prospectuses for more information in general, as well as more information about the EQ volatility management strategy. Please further note that certain other Portfolios may utilize volatility management techniques that differ from the EQ volatility management strategy. Such techniques could also impact your annuity payments in the same manner described above. Please see the Portfolio prospectuses for more information about the Portfolios’ objective and strategies.
 
Asset Transfer Program.
 Portfolio allocations in certain of our variable annuity contracts with guaranteed benefits are subject to our Asset Transfer Program (ATP) feature. The ATP helps us manage our financial exposure in connection with providing certain guaranteed benefits, by using predetermined mathematical formulas to move annuity payments between the EQ/Ultra Conservative Strategy Portfolio (an investment option utilized solely by the ATP) and the
 
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other Portfolios offered under those contracts. You should be aware that operation of the predetermined mathematical formulas underpinning the ATP has the potential to adversely impact the Portfolios, including their performance, risk profile and expenses. This means that Portfolio investments in contracts with no ATP feature, such as yours, could still be adversely impacted. Particularly during times of high market volatility, if the ATP triggers substantial asset flows into and out of a Portfolio, it could have the following effects on all contract owners invested in that Portfolio:
 
(a)
By requiring a Portfolio sub-adviser to buy and sell large amounts of securities at inopportune times, a Portfolio’s investment performance and the ability of the sub-adviser to fully implement the Portfolio’s investment strategy could be negatively affected; and
 
(b)
By generating higher turnover in its securities or other assets than it would have experienced without being impacted by the ATP, a Portfolio could incur higher operating expense ratios and transaction costs than comparable funds. In addition, even Portfolios structured as funds-of-funds that are not available for investment by contract owners who are subject to the ATP could also be impacted by the ATP if those Portfolios invest in underlying funds that are themselves subject to significant asset turnover caused by the ATP. Because the ATP formulas generate unique results for each contract, not all contract owners who are subject to the ATP will be affected by operation of the ATP in the same way. On any particular day on which the ATP is activated, some contract owners may have a portion of their annuity payments transferred to the EQ/Ultra Conservative Strategy Portfolio investment option and others may not. If the ATP causes significant transfers of annuity payments out of one or more Portfolios, any resulting negative effect on the performance of those Portfolios will be experienced to a greater extent by a contract owner (with or without the ATP) invested in those Portfolios whose annuity payments was not subject to the transfers.
 
Your first two (or three) monthly annuity payments are based on your contract’s assumed base rate of net investment return. Subsequently, your monthly annuity payments are calculated using your net investment return. Any negative effect caused by the ATP feature on the performance of Portfolios you are invested in will reduce your net investment return. If your net investment return is less than your Assumed Investment Return, your monthly payments will be reduced. See “Determining your monthly variable payments” in this Prospectus.
 
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2.
Selecting your annuity option
 
 
 
You may select the variable income annuity option funded through one or more of the variable investment options, alone, or in combination with the fixed income annuity option. When you purchase a Variable Immediate Annuity, the first two monthly payments are always fixed, and begin one month following the date we receive your premium payment. If you elect to receive the income annuity option as an income arrangement from your existing Company deferred contract, the first three monthly payments will be fixed, and the payments will begin effective with the date that we receive your election.
 
For variable income options, the subsequent monthly annuity payments you received will increase or decrease depending on the investment performance of the variable investments you select. Transfers among the variable investment options are only permitted once a year. The amount of the payments you receive under the fixed income annuity option will be the same each month and will not fluctuate. If you choose a combination of the variable income annuity option and the fixed income annuity option, you will receive a single monthly payment representing the sum of the variable annuity and the fixed annuity payments due. You cannot transfer annuity units between the fixed income annuity option and variable income annuity option. Once issued, a contract may not be surrendered and the premium cannot be withdrawn other than through annuity payments. The contract does not have a cash surrender value.
 
We offer several annuity payout options from which you may choose. See “Your annuity payout option” below.
 
Allocating your premium payment
 
You may allocate your premium payment to one or more, or all, of the variable investment options. You may also allocate your premium payment to the fixed income annuity option. However, you may not allocate 100% of your premium payment to the fixed income annuity option. Allocations must be in whole percentages that equal 100%.
 
When your premium payment is allocated to a variable investment option, it purchases “annuity units” in that option. We calculate the annuity units to be credited under a variable investment option by taking the dollar amount of the initial annuity payment and dividing it by the “annuity unit value” for that option. The annuity unit value is calculated and will be applied within two business days, if your application is in good order when we receive it for application processing purposes at our processing office. If any information is missing or unclear, we will try to obtain that information. If we are unable to obtain all of the information we require within five business days after we receive an incomplete application or form, we will inform the financial professional submitting the application on your behalf. We will then return the premium payment to you unless you specifically direct us to keep your premium payment until we receive the required information.
Once we allocate your premium payment to a variable investment option, the number of annuity units we credit under that investment option will not change unless you make a transfer to or from such option. The annuity unit value will increase or decrease with the investment results of the variable investment option minus daily charges for mortality and expense risks and asset-based administrative charges (compared to the assumed investment return). See “Assumed Investment Return” below. The investment results of a variable investment option depend on the investment performance of the corresponding portfolio. We discuss annuity units in greater detail under “Determining your monthly variable payments” below. We provide a description of how annuity unit values are calculated in the SAI.
 
 
Investment results minus the daily charges is the “net investment return of the variable investment option.”
 
 
The contract is between you and the Company. The contract is not an investment advisory account, and the Company is not providing any investment advice or managing the allocations under your contract. In the absence of a specific written arrangement to the contrary, you, as the owner of the contract, have the sole authority to make investment allocations and other decisions under the contract. Your Equitable Advisors financial professional is acting as a broker-dealer registered representative, and is not authorized to act as an investment advisor or to manage the allocations under your contract. If your financial professional is a registered representative with a broker-dealer other than Equitable Advisors, you should speak with him/her regarding any different arrangements that may apply.
 
Transfers among the variable investment options
 
You may transfer all or a portion of the annuity units in your variable investment options among the variable investment options once a year on the contract date anniversary. We may allow more frequent transfers in some cases, but you cannot transfer annuity units between the fixed income annuity option and variable income annuity option. You must make a transfer request to our processing office at least five days before the contract date anniversary; otherwise it may be returned. A transfer becomes effective on the next contract date anniversary after our processing office has received the request.
 
When you transfer annuity units in and out of the variable investment options, the annuity unit value is calculated on the effective date of the transfer. All transfers are confirmed in writing. Your transfer request must include the following:
 
  your contract number;
 
  the percentage of your annuity units (as of the date of your request) to be transferred; and
 
  the variable investment options to and from which the units are to be transferred.
 
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We do not charge you for any transfer among your variable investment options.
 
Please see the section “Allocating your premium payment” for more information about your role in managing your allocations.
 
Disruptive transfer activity
 
There is no risk of frequent transfers because of annual limits. Accordingly, there are no policies and procedures applicable to this Contract.
 
Your right to cancel within a certain number of days
 
If for any reason you are not satisfied with your contract, you may return it to us for a refund less any payments you may have already received. To exercise this cancellation right you must mail the contract directly to our processing office within 10 days after you receive it. In some states, and under certain circumstances, this “free look” period may be longer.
 
For your premium payment allocated to the variable investment options, your refund will equal your premium payment for such options plus or minus any investment gain or loss in the variable investment options through the date we receive your contract at our processing office, less any annuity payments you may have already received. We will also automatically deduct the daily charges and the one-time $350 administrative charge. For a premium payment allocated to the fixed income annuity option, your refund will equal the amount you allocated to the fixed income annuity option, without interest, less any payments you may have already received. However, some states require that we refund the full amount of your premium payment (not including any investment gain or loss). For an IRA contract (discussed under “Tax information” in this prospectus) returned to us within seven days after you receive it, we are required to refund the full amount of your premium payment. When required by applicable law to return the full amount of your contribution, we will return the greater of your contribution or your contract’s cash value.
 
We may require that you wait six months before you may apply for a contract with us again if:
 
  you cancel your contract during the “free look” period; or
 
  you change your mind before you receive your contract whether we have received your premium payment or not.
 
Please see “Tax information” in this prospectus for possible consequences of cancelling your contract.
 
Your annuity payout option
 
The Variable Immediate Annuity offers several choices of annuity payout options to receive monthly annuity payments. Restrictions may apply, depending on the type of contract you own. Please contact our customer service department or speak with your financial professional to confirm which annuity payout option(s) are available to you.
 
Annuity payout options
Life annuity
 
Life annuity — period certain
 
Joint and survivor life annuity
 
Joint and survivor life annuity — period certain
Annuity payout options
 
You may elect to receive your variable income annuity option payments, or your combined variable income annuity option and fixed income annuity option payments, on any one of the forms listed below. Although you may allocate a portion of your premium payment to both the fixed income annuity option and the variable income annuity option, you must select the same payout option for both.
 
 
Life annuity:
 An annuity that guarantees payments for the rest of the annuitant’s life. Payments end with the last monthly payment before the annuitant’s death. Because there is no continuing benefit following the annuitant’s death, this annuity payout option provides the highest monthly payment of any of the life annuity payout options, so long as the annuitant is living. If you choose this payout option and you die before the due date of the second (third, fourth, etc.) annuity payment, then you will only receive one (two, three, etc.) annuity payment.
 
 
Life annuity with period certain:
 An annuity that guarantees payments for the rest of the annuitant’s life. If the annuitant dies before the end of a selected period of time (“period certain”), payments continue to the beneficiary for the balance of the period certain subject to required minimum distribution rules, if applicable. The period certain cannot exceed the annuitant’s life expectancy.
 
 
Joint and survivor life annuity:
 An annuity that guarantees payments for the rest of the annuitant’s life and, after the annuitant’s death, payments continue to the surviving annuitant for the rest of the surviving annuitant’s life. If you choose this payout option and you die before the due date of the second (third, fourth, etc.) annuity payment, then you will only receive one (two, three, etc.) annuity payment. Depending on the type of contract you own, you may only select certain eligible individuals as your survivor annuitant.
 
 
Joint and survivor life annuity with period certain:
 This annuity form guarantees payments for the rest of both annuitants’ lives. Depending on the type of contract you own, you may only select certain eligible individuals as your survivor annuitant. In addition, if both annuitants die before the period certain ends, payments will continue to the beneficiary for the balance of the period certain subject to required minimum distribution rules, if applicable. The period certain cannot exceed the joint life expectancy of the annuitants.
 
Each option involves a life contingency, which means that we guarantee that you will receive annuity payments for the rest of the annuitant’s life and the life of any joint annuitant.
 
Because each annuity payout option involves a life contingency, the amount of your first monthly payment will depend on the annuitant’s age, the age of any joint annuitant, and the sex of the annuitant and any joint annuitant.
 
All other factors being equal, the older the annuitant is at the time of purchase, generally the larger the amount of your monthly payments. The annuity payout options that do not involve a period certain or a joint annuitant generally will provide you with a higher monthly payment than options that involve those features. In addition, generally monthly
 
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payments for female annuitants are lower than for male annuitants of the same age and a shorter period certain will generate a higher monthly payment.
 
Depending on your beneficiary/joint annuitant designations and annuity payout option, the annuity amounts and payment term remaining after your death may be modified if necessary to comply with the minimum distribution requirements of federal income tax law.
 
Determining your monthly annuity payments
 
The amount of your first monthly annuity payment (“monthly payment”) will depend on the following factors:
 
  the amount applied to purchase the annuity;
 
  the assumed base rate of net investment return (for variable annuity payments);
 
  the form of distribution (annuity payout option you select);
 
  the annuitant’s age and any joint annuitant’s age (as discussed above); and
 
  the sex of the annuitant(s) (as discussed above).
 
  current interest rate (for fixed annuity payments)
 
We do not guarantee or project growth in value of your variable annuity payments. Once you choose an annuity payout option and payments begin, you cannot change the payout option.
 
When you purchase a Variable Immediate Annuity, the first two monthly payments are always fixed, and begin one month following the date we receive your premium payment. If you elect to receive the variable income annuity option as an income arrangement from your existing Company deferred contract, the first three monthly payments will be fixed, and the payments will begin effective with the date that we receive your election. For variable income options, the subsequent monthly annuity payments you receive will vary according to the net investment return of the variable investment options you select to fund the variable payments compared to the Assumed Investment Return (“AIR”). After the fixed payments, we will calculate each monthly payment by multiplying a variable investment option’s average annuity unit value by the number of annuity units credited to you under that option. For purposes of this calculation:
 
The number of annuity units equals the first monthly payment divided by the annuity unit value applied within two business days if your application is in good order when we receive it at our processing office.
 
The average annuity unit value equals the average of the annuity unit values for the calendar month that is two months before the date the payment is due.
 
In the case of a transfer between variable investment options, we calculate the number of annuity units by dividing the dollar value of the transfer by the annuity unit value of the variable investment options you are transferring into on the contract date anniversary, or such other date as we may allow, in accordance with our procedures.
 
Fixed guaranteed minimum interest rate (as provided in your policy) which is credited monthly and paid by the general
account. In addition, fixed income payments are based on the claims paying ability of the Company.
 
Assumed Investment Return
 
To calculate your initial monthly variable income payment, we assume a specific rate of return is earned under your contract. This is the assumed base rate of net investment return (“AIR”). All contracts have an AIR of 5%, except for contracts issued in states where a 3.5% AIR (maximum) is used.
 
If a variable investment option’s net investment return equals the AIR, then the annuity unit value will not change. If the net investment return is greater than the AIR, then the annuity unit value will increase. The unit value will increase by approximately the excess of the net investment return over the AIR adjusted for daily compounding. On the other hand, if the net investment return is less than the AIR, then the annuity unit value will decrease.
 
Monthly payments under contracts with AIRs of 3.5% will at first be smaller than those under contracts with AIRs of 5%. Monthly payments under contracts with AIRs of 3.5% also will generally rise more rapidly when annuity unit values are rising, and will fall more slowly when annuity unit values are falling, than those under contracts with AIRs of 5%.
 
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3.
Principal risks of investing in the contract
 
 
 
The risks identified below are the principal risks of investing in the contract. The contract may be subject to additional risks other than those identified and described in this prospectus.
 
Risks Associated with Variable Investment Options
.
 You take all the investment risk for amounts allocated to one or more of the investment options. If the variable investment option you select increase in value, then your annuity unit value goes up; if they decrease in value, your annuity unit value goes down. How much your annuity unit value goes up or down depends on the performance of the variable investment options in which you invest. We do not guarantee the investment results of any variable investment option. An investment in the contract is subject to the risk of poor investment performance, and the value of your investment can vary depending on the performance of the selected variable investment option(s), each of which has its own unique risks. You should review the variable investment options before making an investment decision.
 
Insurance Company Risk.
 No company other than us has any legal responsibility to pay amounts that we owe under the contract. The general obligations and the fixed income annuity option under the contract are supported by our general account and are subject to our claims paying ability. You should look solely to our financial strength for our claims-paying ability.
 
Choice of Annuity Option.
 If you choose a life annuity without a period certain, payments are only guaranteed during the lifetime of the annuitant(s). If death occurs before the due date of the second (third, fourth, etc.) annuity payment, then you will only receive one (two, three, etc.) annuity payment. If death occurs soon after contract issue, you could lose all of your premium payment (minus the first annuity payment, which we guarantee).
 
Allocation Restrictions.
 You must allocate some or all of your premium to the variable investment options. The performance of the variable investment options in which you are invested could decrease significantly, but you are not permitted to transfer out of those options except on a contract anniversary. If you allocate a portion of your premium payment to the fixed income annuity option, you cannot later change this allocation or transfer fixed amounts to the variable investment options.
 
No Surrender or Withdrawals.
 Once issued, a contract may not be surrendered. The contract does not have a cash surrender value and the premium cannot be withdrawn.
 
We may also apply fees if you access your annuity payments during the annuity payout period. For example, in addition to possible tax consequences you may incur fees for accessing your annuity payments such as the surrender of the contract, annual administrative expenses, and/or annual contract charges.
Possible Adverse Tax Consequences
.
 The tax considerations associated with the contract vary and can be complicated. The applicable tax rules can differ, depending on the type of contract. We cannot provide detailed information on all tax aspects of the contract. Moreover, the tax aspects that apply to a particular person’s contract may vary depending on the facts applicable to that person. Tax rules may change without notice. We cannot predict whether, when, or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider further proposals to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot predict what, if any, legislation will actually be proposed or enacted. Before making contributions to your contract or taking other action related to your contract, you should consult with a tax professional to determine the tax implications of an investment in, and payments received under, the contract.
 
Not a Short-Term Investment
.
 The contract is not a short-term investment and is not appropriate for an investor who needs ready access to cash. As such, you should not use the contract as a short-term investment or savings vehicle and you should consider whether investing in the contract is consistent with the purpose for which the investment is being considered.
 
Risk of Loss.
 All investments have risks to some degree and it is possible that you could lose money by investing in the contract. An investment in the contract is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
 
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
 
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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 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.
 
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.
 
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4.
Charges and expenses
 
 
 
Charges that the Company deducts
 
We deduct the following
one-time
charges from your premium payment:
 
  An administrative expense charge.
 
  A charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state.
 
We deduct the following charges each day from the net assets of each variable investment option. These charges are reflected in the annuity unit values:
 
  A mortality and expense risks charge.
 
  An asset-based administrative charge.
 
More information about these charges appears below.
 
Administrative expense charge
 
We deduct a
one-time
charge of $350 from your premium payment for administrative expenses of the contract. We will not permit a reduction or elimination of charges where it would be unfairly discriminatory.
 
Charges for state premium and other applicable taxes
 
We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. We deduct this charge from your premium payment. The current tax charge that might be imposed varies by jurisdiction and ranges from 0% to 3.5% of your premium payment.
 
Base contract expenses
 
Mortality and expense risks charge and asset-based administrative charge
 
We deduct a daily charge at an effective annual rate of 0.50% of the net assets in each variable investment option. This charge is reflected in the annuity unit values for the particular variable investment option. We reserve the right to increase this charge to an annual rate of 1.55%, which covers maximum mortality and expense risk charges of 1.25% and maximum asset-based administrative charges of 0.30%.
 
The mortality risk we assume is the risk that annuitants as a group will live for a longer time than our actuarial tables predict. If that happens, we would be paying more in annuity income than we planned. The expense risk we assume is the risk that it will cost us more to issue and administer the contracts than we expect.
 
To the extent that the mortality and expense risk charges are not needed to cover the actual expenses incurred, they may be considered an indirect reimbursement for certain sales and promotional expenses relating to the contracts.
Charges that the Trust deduct
 
The affiliated Trust deduct charges for the following types of fees and expenses:
 
  Advisory fees.
 
  12b-1 fees.
 
  Operating expenses, such as trustees’ fees, independent auditors’ fees, legal counsel fees, administration service fees, custodian fees, and liability insurance.
 
  Investment-related expenses, such as brokerage commissions and other expenses related to the purchase and sale of securities.
 
These charges are reflected in the daily share price of each portfolio. Since shares of an affiliated Trust are purchased at their net asset value, these fees and expenses are, in effect, passed on to the variable investment options and are reflected in their annuity unit values. The EQ/Moderate Allocation portfolio available under the contract in turn invests in shares of other portfolios of an affiliated Trust and/or shares of unaffiliated portfolios (collectively, the “underlying portfolios”). The underlying portfolios each have their own fees and expenses, including advisory fees, operating expenses, and investment related expenses such as brokerage commissions. For more information about these charges, please refer to the prospectuses for the Trust.
 
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5.
Tax information
 
 
 
Overview
 
In this part of the prospectus, we discuss the current federal income tax rules that generally apply to Variable Immediate Annuity contracts owned by United States taxpayers. The tax rules can differ, depending on whether the annuity is purchased with
after-tax
dollars and is not used to fund any type of qualified retirement plan (“nonqualified annuity”), or the annuity is purchased wholly or partially with
pre-tax
dollars and will be used to fund payouts from
tax-favored
retirement plans (“qualified annuity”).
 
Federal income tax rules include the United States laws in the Internal Revenue Code and Treasury Department Regulations and Internal Revenue Service (“IRS”) interpretations of the Internal Revenue Code. These tax rules may change without notice. We cannot predict whether, when, or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider further proposals to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot predict what, if any, legislation will actually be proposed or enacted.
 
We cannot provide detailed information on all tax aspects of the contracts. Moreover, the tax aspects that apply to a particular person’s contract may vary depending on the facts applicable to that person. We do not discuss state income and other state taxes, federal income tax and withholding rules for
non-U.S.
taxpayers, or federal gift and estate taxes. Transfers of the contract, rights under the contract, or payments under the contract, for example, amounts due to beneficiaries, may be subject to federal or state gift, estate or inheritance taxes. You should not rely only on this document, but should consult your tax adviser before your purchase.
 
Taxation of annuity payments
 
We designed the Variable Immediate Annuity contract to qualify as an “annuity” for purposes of federal income tax rules. The taxable portion of annuity payments is treated as ordinary income and is subject to income tax withholding. See “Tax withholding and information reporting” below.
 
The Variable Immediate Annuity contract is a payout annuity — that is, annuity units are applied to a payment stream measured by the annuitant’s (and any joint annuitant’s) life, which payment stream is at least as long as any period certain elected.
 
The federal income tax treatment of your Variable Immediate Annuity contract payments will depend on whether you have a “tax basis” or “investment in the contract,” that is, whether you have purchased the contract with any
after-tax
funds. Where contributions to fund a
tax-favored
retirement program annuity are all
pre-tax
funds, all amounts distributed from the contract are fully taxable for federal income tax purposes. However, where a contract has been purchased
wholly or partially with
after-tax
funds, you are entitled to get back without paying tax (“tax free”), the portion of each payment that is attributed to these
after-tax
funds. Special rules apply to individual retirement annuity (“IRA”) contracts, as discussed in “Taxation of payments” under “IRAs” below.
 
The formula for determining the
tax-free
portion of each payment varies slightly depending on whether the contract is a nonqualified annuity, a TSA or used to fund a qualified plan. Generally, the
tax-free
portion of each payment is based on the ratio of the
after-tax
investment in the contract, adjusted for any guaranteed period, divided by the expected number of payments, as determined in accordance with Treasury Regulations. For a qualified plan or TSA annuity, no adjustment for a guaranteed period is required. The expected number of payments is generally determined under a statutory table. In all cases, the remainder of each payment will be taxable. Special rules apply if the variable annuity payments you actually receive in a year are less than the amount permitted to be recovered tax free. After you recover your total investment in the contract, subsequent payments are fully taxable. If payments stop as a result of death, a deduction for any unrecovered investment will be allowed.
 
Payments will generally receive the same income tax treatment that applies to payments made to you while you are living if they are made to:
 
  a successor owner after your death and while the annuitant is still alive; or
 
  a joint annuitant after the death of the annuitant; or
 
  a beneficiary under a life income period certain Variable Immediate Annuity after the death of the annuitant during the certain period.
 
Early distribution penalty tax
 
If you take a distribution before you are age 59
1
2
, a penalty tax of 10% of the taxable portion of your distribution applies in addition to income tax. This is in addition to any income tax. There are exceptions to the extra penalty tax. Some of the available exceptions to the pre-age 59
1
2
penalty tax include distributions made:
 
(1)
on or after your death; or
 
(2)
because you are disabled (special federal income tax definition); or
 
(3)
in the form of substantially equal periodic annuity payments for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and a beneficiary; or
 
(4)
payments under an immediate annuity.
 
 
An “immediate annuity” is generally an annuity under which payments begin within one year from purchase and provides for a series of substantially equal periodic payments made at least annually.
 
 
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We believe your annuity payments should not be subject to the 10% penalty under exception (3) or (4) above.
 
Additional tax on net investment income
 
Taxpayers who have modified adjusted gross income (“MAGI”) over a specified amount and who also have specified net investment income in any year may have to pay an additional surtax of 3.8%. (This tax has been informally referred to as the “Net Investment Income Tax” or “NIIT”). For this purpose net investment income includes distributions from and payments under nonqualified annuity contracts. The threshold amount of MAGI varies by filing status: $200,000 for single filers; $250,000 for married taxpayers filing jointly, and $125,000 for married taxpayers filing separately. The tax applies to the lesser of a) the amount of MAGI over the applicable threshold amount or b) the net investment income. You should discuss with your tax adviser the potential effect of this tax.
 
Special rules for
tax-favored
retirement programs
 
Qualified plans and TSAs
 
Distribution restrictions and penalty taxes
 
Certain retirement programs restrict the ability to make distributions from funds that are attributed to contributions made from salary reductions, generally until the plan participant:
 
  is age 59
1
2
; or
 
  has died; or
 
  is disabled (special federal income tax definition); or
 
  is separated from service.
 
In addition, distribution from any unrestricted funds in the form of a life-contingent annuity prior to age 59
1
2
may be subject to a 10% additional income tax penalty unless the individual has separated from service. Also, the Employee Retirement Income Security Act of 1974, as amended, may require that benefits under the program be paid in a specified form or require spousal consent to elect another form.
 
Minimum distribution rules
 
Generally, a life-contingent annuity such as the Variable Immediate Annuity contract will meet the rules requiring minimum distributions to be made from qualified plans, 403(b) plans, and individual retirement annuities, beginning in the year the individual is required to begin minimum distributions. To qualify, the total expected future payments as of the annuity starting date under the annuity contract must exceed the total value being annuitized and any payment increases are in accordance with one or more of the items permitted in Treasury Regulations. Under the SECURE 2.0 Act of 2022 (“SECURE 2.0”), the age when lifetime required minimum distributions must begin is based on the applicable RMD age (as defined under federal tax law) of an individual. If the individual attains age 72 after 2022 and age 73 before 2033, the applicable RMD age is 73. If the individual attains
age 74 after 2032, the applicable RMD age is 75. If the individual was born prior to July 1, 1949, the applicable RMD age is 70½, and if the individual was born on or after July 1, 1949 and before January 1, 1951, the applicable RMD age is 72. Lifetime required minimum distributions may be delayed after the applicable RMD age if the individual is not retired from service with the employer sponsoring the plan. If the individual elects a period certain on the life-contingent contract, the period certain cannot be longer than the individual’s life expectancy (or joint life expectancies of the individual and a beneficiary) as prescribed by the IRS.
 
Additionally, the Setting Every Community Up for Retirement Enhancement Act (“SECURE Act”) enacted at the end of 2019 significantly amended the post-death required minimum distribution rules for distributions made beginning January 1, 2020. Unless the individual beneficiary has a special status as an “eligible designated beneficiary,” any remaining annuity payments following the annuitant’s death must generally be distributed within 10 years in accordance with federal tax rules. A beneficiary who is an “eligible designated beneficiary” or “EDB” is able to take annual post-death required minimum distribution payments over the life of the EDB or over a period not extending beyond the life expectancy of the EDB, as long as the distributions start no later than one year after the annuitant’s death. Eligible designated beneficiaries include spouses, minor children (until they reach the age of majority), someone who is disabled or chronically ill (including certain trusts for the disabled or chronically ill), or an individual not more than 10 years younger than the owner/annuitant.
 
As such, depending on your beneficiary/joint annuitant designations and annuity payout option, the annuity amounts and payment term remaining after your death may be modified if necessary, to comply with the minimum distribution requirements of federal income tax law. You should consult your own tax advisor about how the minimum distribution requirements apply in your individual circumstances.
 
IRAs
 
Your contract is designed to qualify as a traditional individual retirement annuity under Section 408(b) of the Internal Revenue Code. Your rights under the contract cannot be forfeited.
 
This prospectus contains the information that the IRS requires you to have before you purchase an IRA. This section covers some of the special tax rules that apply to traditional individual retirement arrangements. This disclosure does not apply to Roth IRAs. You should be aware that an IRA is subject to certain restrictions in order to qualify for its special treatment under the federal income tax rules.
 
For further information about individual retirement arrangements, you can read Internal Revenue Service Publications 590-A (“Contributions to Individual Retirement Arrangements (IRAs)”) and 590-B (“Distributions from Individual Retirement Arrangements (IRAs)”). These publications are usually updated annually, and can be obtained by contacting the IRS or from the IRS website (www.irs.gov).
 
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We have not applied for an opinion letter from the IRS approving the form of the contract as an IRA. Such IRS approval is a determination only as to the form of the annuity and does not represent a determination of the merits of the annuity as an investment.
 
We describe the amount and types of charges that may apply to your rollover/transfer payments under “Charges and expenses” in this prospectus. We describe the method of calculating payments under “Determining your monthly variable payments” in this prospectus. We do not guarantee or project growth in your variable income annuity option payments (as opposed to payments from the fixed income annuity option discussed in “About the general account” under “More information” in this prospectus).
 
Cancellation
 
You can cancel a contract issued as an IRA by following the directions under “Your right to cancel within a certain number of days” in this prospectus. If you cancel an IRA contract, we may be required to withhold tax, and must report the transaction to the IRS. A contract cancellation could have an unfavorable tax impact.
 
Funding
 
This IRA may be funded through rollover or transfer of funds only and not through “regular” IRA payments out of your current earnings. Direct transfers may be made only from another traditional individual retirement arrangement. Amounts may be rolled over from another individual retirement arrangement within 60 days of when you receive the funds (unless such funds have already been subject to rollover from one individual retirement arrangement to another at any time during the past
12-month
period). We call this the “one-per-year limit.” It is the IRA owner’s responsibility to determine if this rule is met. Amounts may also be rolled over within 60 days of when you receive the funds or as a direct rollover of an eligible rollover distribution from another eligible retirement plan. Other eligible retirement plans include a governmental employer 457(b) or EDC plan, a qualified plan or a 403(b) plan. The owner of the Variable Immediate Annuity IRA must also have been the owner of the individual retirement arrangement that is the source of funds (or the eligible retirement plan participant, as the case may be). Rollovers from an eligible retirement plan to a traditional IRA are not subject to the “one-per-year limit” noted in this section.
 
The surviving spouse beneficiary can roll over funds from a deceased owner’s individual retirement arrangement, or other eligible retirement plan to purchase the Variable Immediate Annuity. In addition, the Variable Immediate Annuity may be purchased with rollover funds by a participant, a spouse, or a former spouse in a qualified domestic relations order. Also, the Variable Immediate Annuity can be transferred between spouses or former spouses as a result of a court-ordered divorce or separation decree.
 
All distributions from a TSA, qualified plan or governmental employer 457(b) plan are eligible rollover distributions, unless an exception applies. Some of the exceptions include the following distributions:
  “required minimum distributions” after lifetime required minimum distributions must start; or
 
  substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or
 
  substantially equal periodic payments made for a specified period of 10 years or more; or
 
  hardship withdrawals; or
 
  corrective distributions that fit specified technical tax rules; or
 
  loans that are treated as distributions; or
 
  certain death benefit payments to a beneficiary who is not your surviving spouse; or
 
  qualified domestic relations order distributions to a beneficiary who is not your current spouse or former spouse.
 
If you have made any
after-tax
contributions to a qualified plan or TSA (but not a governmental employer 457(b) plan) they may be rolled over to a traditional IRA either in a direct rollover or a
60-day
rollover you do yourself. As discussed under “Taxation of payments,” the Company will report all distributions from the IRA as taxable amount not determined.
 
You are responsible for recordkeeping and calculating the taxable amount of any distributions you take from that traditional IRA and reporting it to the IRS on your income tax returns.
 
If amounts that are not eligible to be rolled over are in fact rolled over to the Variable Immediate Annuity IRA, they may be subject to a 6% excise tax.
 
Required minimum distributions
 
April 1, following the calendar year in which you reach the applicable RMD age, is the “Required Beginning Date” — the date on which required minimum distributions from an individual retirement arrangement are required to begin. Subsequent distributions must be made by December 31st of each calendar year (including the calendar year in which distributions must begin).
 
If you are past your Required Beginning Date, you may still purchase a Variable Immediate Annuity IRA, through transfer or rollover of funds; however, before the funds are transmitted to your contract, you must have taken the minimum distribution for the year in accordance with regulations.
 
As discussed above under “Qualified plans and TSAs” — “Minimum distribution rules,” payments from the Variable Immediate Annuity IRA should meet required minimum distribution rules that apply to life-contingent annuity payments, provided that life expectancy table rules are met for any period certain selected and the rules described in this section are met.
 
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Taxation of payments
 
All payments from the Variable Immediate Annuity IRA are reported to the IRS on Form 1099-R. If you establish the annuity through a direct transfer of individual retirement arrangement funds that include any nondeductible contributions, it is your responsibility to calculate the amount of each payment that is not subject to tax, based on filings you have made with the IRS and records you have been required to retain.
 
Distributions from an IRA are not eligible for
ten-year
averaging and long-term capital gain treatment available under limited circumstances for certain distributions from qualified plans.
 
IRA distributions directly transferred to charity
 
Specified distributions from IRAs directly transferred to charitable organizations may be tax-free to IRA owners age 70
1
2
or older. You can direct the Company to make a distribution directly to a charitable organization you request whether or not such distribution might be eligible for favorable tax treatment. Since an IRA owner is responsible for determining the tax consequences of any distribution from an IRA, we report the distribution to you on Form 1099-R. After discussing with your own tax advisor, it is your responsibility to report any distribution qualifying as a tax-free charitable direct transfer from your IRA on your own tax return. We do not permit a one-time distribution from IRAs to charitable gift annuities, charitable remainder unitrusts, and charitable remainder annuity trusts.
 
Borrowing and loans are prohibited transactions
 
You cannot get loans from an IRA. You cannot use an IRA as collateral for a loan or other obligation. If you borrow against your IRA or use it as collateral, its
tax-favored
status will be lost as of the first day of the tax year in which this prohibited event occurs. If this happens, you must include the value of the IRA in your federal gross income. Also, the early distribution penalty tax of 10% may apply if you have not reached age 59
1
2
before the first day of that tax year.
 
Tax withholding and information reporting
 
Status for income tax purposes; FATCA.
 In order for us to comply with income tax withholding and information reporting rules which may apply to annuity contracts and tax-qualified or tax-favored plan participation, we request documentation of “status” for tax purposes. “Status” for tax purposes generally means whether a person is a “U.S. person” or a foreign person with respect to the United States; whether a person is an individual or an entity, and if an entity, the type of entity. Status for tax purposes is best documented on the appropriate IRS Form or substitute certification form (IRS Form W-9 for a U.S. person or the appropriate type of IRS Form W-8 for a foreign person). If we do not have appropriate certification or documentation of a person’s status for tax purposes on file, it could affect the rate at which we are required to withhold income tax, and penalties could apply. Information reporting rules could apply not only to specified transactions, but also to contract ownership. For example, under the Foreign Account Tax Compliance Act (“FATCA”), which applies to certain U.S.-source payments,
and similar or related withholding and information reporting rules, we may be required to report contract values and other information for certain contractholders. For this reason, we and our affiliates intend to require appropriate status documentation at purchase, change of ownership, and affected payment transactions, including death benefit payments. FATCA and its related guidance is extraordinarily complex and its effect varies considerably by type of payor, type of payee and type of recipient.
 
Tax Withholding.
 We must withhold federal income tax on the taxable portion of your periodic annuity payments. You may be able to elect out of this income tax withholding in some cases. Any income tax withheld is a credit against your income tax liability. If you do not have sufficient income tax withheld or do not make sufficient estimated income tax payments, you may incur penalties under the estimated income tax rules. Requests not to withhold federal income tax must be made in writing before receiving benefits under the Variable Immediate Annuity contract. Our processing office will provide forms for this purpose. No election out of withholding is valid unless you provide us with the correct Taxpayer Identification Number and a United States residence address. You cannot elect out of withholding if we are sending the payment out of the United States.
 
Special withholding rules apply to United States citizens residing outside of the United States, foreign recipients, and certain U. S. entity recipients which are treated as foreign because they fail to document their U.S. status before payment is made. We do not discuss these rules here in detail. However, we may require additional documentation in the case of payments made to United States persons living abroad and non-United States persons (including U.S. entities treated as foreign) prior to processing any requested transaction.
 
Certain states have indicated that state income tax withholding will also apply to payments from the contracts made to residents. Generally, an election out of federal withholding will also be considered an election out of state withholding. In some states, the state income tax withholding is completely independent of federal income tax withholding. In some states, you may elect out of state withholding, even if federal withholding applies. If you need more information concerning a particular state or any required forms, call our processing office at the toll-free number.
 
For a periodic payment your withholding depends on what you specify on a Form W-4P, and we withhold according to the Form W-4P. If you do not give us your correct Taxpayer Identification Number, we withhold at the highest rate.
 
Your withholding election remains effective unless you revoke it. You may revoke or change your withholding election at any time.
 
Investor control issues
 
Under certain circumstances, the IRS has stated that you could be treated as the owner (for tax purposes) of the assets of the Separate Account. If you were treated as the owner, you would be taxable on income and gains attributable to the shares of the underlying portfolios.
 
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The circumstances that would lead to this tax treatment would be that, in the opinion of the IRS, you could control the underlying investment of the Separate Account. The IRS has said that the owners of variable annuities will not be treated as owning the separate account assets provided the underlying portfolios are restricted to variable life and annuity assets. The variable annuity owners must have the right only to choose among the portfolios, and must have no right to direct the particular investment decisions within the portfolios.
 
Although we believe that, under current IRS guidance, you would not be treated as the owner of the assets of the Separate Account, there are some issues that remain unclear. For example, the IRS has not issued any guidance as to whether having a larger number of portfolios available, or an unlimited right to transfer among them, could cause you to be treated as the owner. We do not know whether the IRS will ever provide such guidance or whether such guidance, if unfavorable, would apply retroactively to your contract. Furthermore, the IRS could reverse its current guidance at any time. We reserve the right to modify your contract as necessary to prevent you from being treated as the owner of the assets of the Separate Account.
 
Special rules for contracts issued in Puerto Rico
 
Income from the Variable Immediate Annuity contracts we issue is U.S. source. A Puerto Rico resident is subject to U.S. taxation on such U.S. source income. Only Puerto Rico source income of Puerto Rico residents is excludable from U.S. taxation. Income from the Variable Immediate Annuity contract is also subject to Puerto Rico tax. The calculation of the taxable portion of amounts distributed from a Variable Immediate Annuity contract may differ in the two jurisdictions. Therefore, you might have to file both U.S. and Puerto Rico tax returns, showing different amounts of income for each. Puerto Rico generally provides a credit against Puerto Rico tax for U.S. tax paid. Depending on your personal situation and the timing of the different tax liabilities, you may not be able to take full advantage of this credit.
 
We require owners or beneficiaries of annuity contracts in Puerto Rico that are not individuals to document their status to avoid 30% FATCA withholding from U.S.-source income.
 
Impact of taxes to the Company
 
The contract provides that we may charge the Separate Account for taxes. We do not now, but may in the future set up reserves for taxes.
 
We are entitled to certain tax benefits related to the investment of company assets, including assets of the separate accounts. These tax benefits, which may include the foreign tax credit and the corporate dividends received deduction, are not passed back to you, since we are the owner of the assets from which tax benefits may be derived.
 
24

6.
More information
 
 
 
About our Separate Account
 
Variable Account AA is a separate account of Equitable Financial Life Insurance Company of America under Arizona Insurance Law.
 
Separate Account A is a separate account of Equitable Financial Life Insurance Company under special provisions of New York Insurance Law.
 
Each variable investment option is a subaccount of the Separate Account. These provisions prevent creditors from any other business we conduct from reaching the assets we hold in our variable investment options for owners of our variable annuity contracts. We are the legal owner of all of the assets in the Separate Account and may withdraw any amounts that exceed our reserves and other liabilities with respect to variable investment options under our contracts. For example, we may withdraw amounts from the Separate Account that represent our investments in the Separate Account or that represent fees and charges under the contracts that we have earned. Also, we may, at our sole discretion, invest the Separate Account’s assets in any investment permitted by applicable law. The results of the Separate Account’s operations are accounted for without regard to the Company’s other operations. The amount of some of our obligations under the contracts is based on the assets in the Separate Account. However, the obligations themselves are obligations of the Company.
 
Income, gains, and losses credited to, or charged against, the separate account reflect the separate account’s own investment experience and not the investment experience of the Company’s other assets, and the assets of the separate account may not be used to pay any liabilities of the Company other than those arising from the contracts.
 
The Separate Account is registered under the Investment Company Act of 1940 and is registered and classified under that act as a “unit investment trust.” The SEC, however, does not manage or supervise the Company or the Separate Account. Although the Separate Account is registered, the SEC does not monitor the activity of the Separate Account on a daily basis. The Company is not required to register, and is not registered, as an investment company under the Investment Company Act of 1940.
 
Each subaccount (variable investment option) within the Separate Account that is available under the contract invests in shares issued by the corresponding portfolio of its Trust.
 
We reserve the right subject to compliance with laws that apply:
 
(1)
to add variable investment options to, or to remove variable investment options from, the Separate Account, or to add other separate accounts;
 
(2)
to combine any two or more variable investment options;
(3)
to limit the number of variable investment options which you may elect;
 
(4)
to transfer the assets we determine to be the shares of the class of contracts to which the contracts belong from any variable investment option to another variable investment option;
 
(5)
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 or a variable investment option directly);
 
(6)
to deregister the Separate Account under the Investment Company Act of 1940;
 
(7)
to restrict or eliminate any voting rights as to the Separate Account; and
 
(8)
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.
 
If the exercise of these rights results in a material change in the underlying investment of the Separate Account, you will be notified of such exercise, as required by law.
 
About the Trusts
 
An affiliated Trust is registered under the Investment Company Act of 1940. It is classified as a
“open-end
management investment company,” more commonly called mutual funds. The Trust issues different shares relating to each portfolio.
 
The Board of Trustees of an affiliated Trust serves for the benefit of an affiliated Trust’s shareholders. The Board of Trustees may take many actions regarding the portfolios (for example, the Board of Trustees can establish additional portfolios or eliminate existing portfolios; change portfolio investment objectives; and change portfolio investment policies and strategies). In accordance with applicable law, certain of these changes may be implemented without a shareholder vote and, in certain instances, without advanced notice. More detailed information about certain actions subject to notice and shareholder vote for an affiliated Trust, and other information about the portfolios, including portfolio investment objectives, policies, restrictions, risks, expenses, its Rule 12b-1 plan and other aspects of its operations, appears in the prospectuses for the Trust, or in their respective SAIs, which are available upon request. See also Appendix “Portfolio Companies available under the contract”. More information about the Portfolio Companies is available in the prospectuses for the Portfolio Companies, which can be found online at www.equitable.com/ICSR#EQH142502.
 
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About the general account
 
This contract is offered to customers through various financial institutions, brokerage firms and their affiliate insurance agencies. No financial institution, brokerage firm or insurance agency has any liability with respect to a contract’s annuity unit value or any guaranteed benefits with which the contract was issued. The Company is solely responsible to the contract owner for the obligations under the contract and such guaranteed benefits (the fixed income payments funded by the general account). The general obligations and any guaranteed benefits, as applicable, under the contract are supported by the Company’s general account and are subject to the Company’s claims paying ability. An owner should look to the financial strength of the Company for its claims paying ability. Assets in the general account are not segregated for the exclusive benefit of any particular contract or obligation. General account assets are also available to the insurer’s general creditors and the conduct of its routine business activities, such as the payment of salaries, rent and other ordinary business expenses. For more information about the Company’s financial strength, you may review its financial statements and/or check its current rating with one or more of the independent sources that rate insurance companies for their financial strength and stability. Such ratings are subject to change and have no bearing on the performance of the variable investment options. You may also speak with your financial representative.
 
The general account is subject to regulation and supervision by the New York State Department of Financial Services and to the insurance laws and regulations of all jurisdictions where we are authorized to do business. Interests under the contracts in the general account have not been registered and are not required to be registered under the Securities Act of 1933 because of exemptions and exclusionary provisions that apply. The general account is not required to register as an investment company under the Investment Company Act of 1940 and it is not registered as an investment company under the Investment Company Act of 1940. The contract is a “covered security” under the federal securities laws.
 
The disclosure with regard to the general account is subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses.
 
About your voting rights
 
As the owner of the shares of an affiliated Trust, we have the right to vote on certain matters involving the portfolios, such as:
 
  the election of trustees;
 
  the formal approval of independent auditors selected for an affiliated Trust; or
 
 
any other matters described in the prospectus for an affiliated Trust or requiring a shareholders’ vote under the Investment Company Act of 1940.
 
We will give contract owners the opportunity to instruct us how to vote the number of shares attributable to their contracts if a shareholder vote is taken. If we do not receive
instructions in time from all contract owners, we will vote the shares of a portfolio for which no instructions have been received in the same proportion as we vote shares of that portfolio for which we have received instructions. We will also vote any shares that we are entitled to vote directly because of amounts we have in a portfolio in the same proportions that contract owners vote. One effect of proportional voting is that a small number of contract owners may determine the outcome of a vote.
 
Voting rights of others
 
An affiliated trust sells their shares to the Company’s separate accounts and an affiliated qualified plan trust. In addition, shares of an affiliated Trust is held by separate accounts of insurance companies both affiliated and unaffiliated with us. Shares held by these separate accounts will probably be voted according to the instructions of the owners of insurance policies and contracts issued by those insurance companies. While this will dilute the effect of the voting instructions of the contract owners, we currently do not foresee any disadvantages because of this. The Board of Trustees of an affiliated Trust intends to monitor events in order to identify any material irreconcilable conflicts that may arise and to determine what action, if any, should be taken in response. If we believe that a Board’s response insufficiently protects our contract owners, we will see to it that appropriate action is taken.
 
Separate Account voting rights
 
If actions relating to the Separate Account require contract owner approval, contract owners will be entitled to cast the number of votes equal to the dollar amount of reserves we are holding in a variable investment option for such contract owner divided by the annuity unit value for that option. We will cast votes attributable to any amounts we have in the variable investment options in the same proportion as votes cast by contract owners. As a result, a small number of contract owners could determine the outcome of a shareholder vote.
 
Changes in applicable law
 
The voting rights we describe in this prospectus are created under applicable federal securities laws. To the extent that those laws or the regulations published under those laws eliminate the necessity to submit matters for approval by persons having voting rights in separate accounts of insurance companies, we reserve the right to proceed in accordance with those laws or regulations.
 
About legal proceedings
 
The Company and its affiliates are parties to various legal proceedings. In our view, none of these proceedings would be considered material with respect to a contract owner’s interest in the Separate Account, nor would any of these proceedings be likely to have a material adverse effect upon the Separate Account, our ability to meet our obligations under the contracts, or the ability of the principal underwriter (if applicable) to perform its contract with the Separate Account.
 
Financial Statements
 
The financial statements and financial statement schedules of the Separate Account, as well as the financial statements
 
26

and financial statement schedules of the Company are incorporated by reference in the SAI. The financial statements of the Company have relevance to the contracts only to the extent that they bear upon the ability of the Company to meet its obligations under the contracts. The SAI is available free of charge. You may request one by writing to our processing office or calling
1-800-245-1230.
 
Distribution of the contracts
 
The contracts are distributed by both Equitable Advisors and Equitable Distributors. The Distributors serve as principal underwriters of the Separate Account. The offering of the contracts is intended to be continuous.
 
Equitable Advisors is an affiliate of the Company, and Equitable Distributors is a wholly owned subsidiary of Equitable Financial. The Distributors are under the common control of Equitable Holdings, Inc. Their principal business address is 1345 Avenue of the Americas, New York, NY 10105. The Distributors are registered with the SEC as broker-dealers and are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Both broker-dealers also act as distributors for other life and annuity products we issue.
 
The contracts are sold by financial professionals of Equitable Advisors and its affiliates. The contracts are also sold by financial professionals of unaffiliated broker-dealers that have entered into selling agreements with Equitable Distributors (“Selling broker-dealers”).
 
The Company pays compensation to both Distributors based on contracts sold. The Company may also make additional payments to the Distributors, and the Distributors may, in turn, make additional payments to certain Selling broker-dealers. All payments will be in compliance with all applicable FINRA rules and other laws and regulations.
 
Although the Company takes into account all of its distribution and other costs in establishing the level of fees and charges under its contracts, none of the compensation paid to the Distributors or the Selling broker-dealers discussed in this section of the prospectus are imposed as separate fees or charges under your contract. The Company, however, intends to recoup amounts it pays for distribution and other services through the fees and charges of the contract and payments it receives for providing administrative, distribution and other services to the portfolios. For information about the fees and charges under the contract, see “Fee Table” and “Charges and expenses” in this prospectus.
 
Equitable Advisors Compensation. 
The Company pays compensation to Equitable Advisors based on contributions made on the contracts sold through Equitable Advisors (“contribution-based compensation”). The contribution-based compensation will generally not exceed 8.5% of total contributions. The compensation paid by Equitable Advisors varies among financial professionals and among Selling broker-dealers. Equitable Advisors also pays a portion of the compensation it receives to its managerial personnel. When a contract is sold by a Selling broker-dealer, the Selling broker-dealer, not Equitable Advisors, determines the amount and type of compensation paid to the Selling broker-dealer’s financial professional for the sale of the contract. Therefore, you should contact your financial professional for information
about the compensation he or she receives and any related incentives, as described below.
 
Equitable Advisors may receive compensation, and, in turn, pay its financial professionals a portion of such fee, from third party investment advisors to whom its financial professionals refer customers for professional management of the assets within their contract.
 
Equitable Advisors financial professionals and managerial personnel may also receive other types of compensation including service fees, expense allowance payments and health and retirement benefits. Equitable Advisors also pays its financial professionals, managerial personnel and Selling broker-dealers sales bonuses (based on selling certain products during specified periods) and persistency bonuses. Equitable Advisors may offer sales incentive programs to financial professionals and Selling broker-dealers who meet specified production levels for the sales of both the Company contracts and contracts offered by other companies. These incentives provide
non-cash
compensation such as stock options awards and/or stock appreciation rights, expense-paid trips, expense-paid education seminars and merchandise.
 
Differential compensation. 
In an effort to promote the sale of the Company products, Equitable Advisors may pay its financial professionals and managerial personnel a greater percentage of contribution-based compensation and/or asset-based compensation for the sale of our contract than it pays for the sale of a contract or other financial product issued by a company other than us. Equitable Advisors may pay different compensation on the sale of the same product, based on such factors as distribution, group or sponsored arrangements, or based on older or newer versions, or series, of the same contract. Equitable Advisors also pay different levels of compensation based on different contract types. This practice is known as providing “differential compensation.” Differential compensation may involve other forms of compensation to Equitable Advisors personnel. Certain components of the compensation paid to managerial personnel are based on whether the sales involve the Company contracts. Managers earn higher compensation (and credits toward awards and bonuses) if the financial professionals they manage sell a higher percentage of the Company contracts than products issued by other companies. Other forms of compensation provided to its financial professionals and/or managerial personnel include health and retirement benefits, expense reimbursements, marketing allowances and contribution-based payments, known as “overrides.” For tax reasons, Equitable Advisors financial professionals qualify for health and retirement benefits based solely on their sales of the Company contracts and products sponsored by affiliates.
 
The fact that Equitable Advisors financial professionals receive differential compensation and additional payments may provide an incentive for those financial professionals to recommend our contract over a contract or other financial product issued by a company not affiliated with the Company. However, under applicable rules of FINRA and other federal and state regulatory authorities, Equitable Advisors financial professionals may only recommend to you products that they reasonably believe are suitable for you and, for certain accounts depending on applicable rules, that are in your best interest, based on the facts that you have disclosed as to your
 
27

other security holdings, financial situation and needs. In making any recommendation, financial professionals of Equitable Advisors may nonetheless face conflicts of interest because of the differences in compensation from one product category to another, and because of differences in compensation among products in the same category. For more information, contact your financial professional.
 
Equitable Distributors Compensation. 
The Company pays contribution-based and asset-based compensation (together “compensation”) to Equitable Distributors. Contribution-based compensation is paid based on the Company’s contracts sold through Equitable Distributors’ Selling broker-dealers. Asset-based compensation is paid based on the aggregate account value of contracts sold through certain of Equitable Distributors’ Selling broker-dealers. Contribution-based compensation will generally not exceed 5.0% of the total contributions made under the contracts. Equitable Distributors, in turn, pays the compensation it receives on the sale of a contract to the Selling broker-dealer making the sale. The compensation paid by Equitable Distributors varies among Selling broker-dealers.
 
The Selling broker-dealer, not Equitable Distributors, determines the amount and type of compensation paid to the Selling broker-dealer’s financial professional for the sale of the contract. Therefore, you should contact your financial professional for information about the compensation he or she receives and any related incentives, such as differential compensation paid for various products.
 
The Company also pays Equitable Distributors compensation to cover its operating expenses and marketing services under the terms of the Company’s distribution agreements with Equitable Distributors.
 
Additional payments by Equitable Distributors to Selling broker-dealers.
 Equitable Distributors may pay, out of its assets, certain Selling broker-dealers and other financial intermediaries additional compensation in recognition of services provided or expenses incurred. Equitable Distributors may also pay certain Selling broker-dealers or other financial intermediaries additional compensation for enhanced marketing opportunities and other services (commonly referred to as “marketing allowances”). Services for which such payments are made may include, but are not limited to, the preferred placement of the Company’s products on a company and/or product list; sales personnel training; product training; business reporting; technological support; due diligence and related costs; advertising, marketing and related services; conference; and/or other support services, including some that may benefit the contract owner. Payments may be based on ongoing sales, on the aggregate account value attributable to contracts sold through a Selling broker-dealer or such payments may be a fixed amount. For certain selling broker-dealers, Equitable Distributors increases the marketing allowance as certain sales thresholds are met. Equitable Distributors may also make fixed payments to Selling broker-dealers, for example in connection with the initiation of a new relationship or the introduction of a new product.
 
Additionally, as an incentive for the financial professionals of Selling broker-dealers to promote the sale of the Company’s products, Equitable Distributors may increase the sales compensation paid to the Selling broker-dealer for a period of
time (commonly referred to as “compensation enhancements”). Equitable Distributors also has entered into agreements with certain selling broker-dealers in which the selling broker-dealer agrees to sell certain of our contracts exclusively.
 
These additional payments may serve as an incentive for Selling broker-dealers to promote the sale of the Company’s contracts over contracts and other products issued by other companies. Not all Selling broker-dealers receive additional payments, and the payments vary among Selling broker-dealers. The list below includes the names of Selling broker-dealers that we are aware (as of December 31, 2023) received additional payments. These additional payments ranged from $875.00 to $4,074,340.13. The Company and its affiliates may also have other business relationships with Selling broker-dealers, which may provide an incentive for the Selling broker-dealers to promote the sale of the Company’s contracts over contracts and other products issued by other companies. The list below includes any such Selling broker-dealer. For more information, ask your financial professional.
 
AAG Capital Inc., AE Financial Services, LLC, Allstate Financial Services, LLC, American Portfolios Financial Services, Ameriprise Financial Services, LLC, Avantax Investment Services, Inc., Cabot Lodge Securities, LLC, Cadaret Grant & Company Inc., Cambridge Investment Research, Capital Investment Group Inc., Centaurus Financial, Inc., Cetera Financial Group, Citigroup Global Markets, Inc., Citizens Securities, Inc., Commonwealth Financial Network, Copper Financial Network, LLC, CUSO Financial Services, L.P., EF Legacy Securities, LLC, Equity Services Inc., Farmers Financial Solution LLC, First Horizon Advisors, Inc., Galt Financial Group, Inc., Geneos Wealth Management Inc., Gradient Securities, LLC, Grove Point Investments, LLC, Halo Securities LLC, Harbour Investments, Inc., Independent Financial Group LLC, James T. Borello & Co., Janney Montgomery Scott LLC, JP Morgan Securities, LLC, Kestra Investment Services LLC, Key Investment Services LLC, Lincoln Financial Advisors Corp., Lincoln Financial Securities Corp., Lincoln Investment Planning, Lion Street Financial LLC, LPL Financial LLC, Madison Avenue Securities, LLC, MML Investors Services, LLC, Morgan Stanley Smith Barney, Mutual of Omaha Investor Services Inc., Next Financial Group, Inc., OneAmerica Securities Inc., Osaic Inc., Osaic Institutions Inc., Park Avenue Securities, LLC, PFS Investments, Inc., PHX Financial, Inc., PlanMember Securities Corp., PNC Investments, LLC, Principal Securities, Inc., Pruco Securities, LLC, Purshe Kaplan Sterling Investments, Inc., Raymond James & Associates Inc., RBC Capital Markets LLC, Santander Securities LLC, Securian Financial Service Inc., The Huntington Investment Company, The Leaders Group, Inc., TransAmerica Financial Advisors, UBS Financial Services Inc., US Bancorp Investments, Inc., Valmark Securities Inc., Voya Financial Advisors, Inc., Wells Fargo Advisors, LLC, Western International Securities Inc., World Equity Group Inc.
 
28

Appendix: Portfolio Companies available under the contract
 
 
 
The following is a list of Portfolio Companies available under the contract. More information about the Portfolio Companies is available in the prospectuses for the Portfolio Companies, which may be amended from time to time and can be found online at www.equitable.com/ICSR#EQH142502. You can request this information at no cost by calling 1-877-522-5035 or by sending an email request to EquitableFunds@dfinsolutions.com.
 
The current expenses and performance information below reflects fee and expenses of the Portfolios, but do not reflect the other fees and expenses that your contract may charge. Expenses would be higher and performance would be lower if these other charges were included. Each Portfolio’s past performance is not necessarily an indication of future performance.
 
Affiliated Portfolio Companies
:
 
TYPE
 
Portfolio Company - Investment Adviser; 
Sub-Adviser(s), as applicable
  
Current
Expenses
   
Average Annual Total Returns
(as of 12/31/2023)
 
 
1 year
    
5 year
    
10 year
 
Equity
 
EQ/AB Small Cap GrowthEquitable Investment Management Group, LLC (“EIMG”);
AllianceBernstein L.P.
    
0.93
   
17.70
    
10.59
    
7.78
Equity
 
EQ/Common Stock IndexEIMG;
AllianceBernstein L.P.
    
0.67
%^ 
   
25.12
    
14.45
    
10.80
Fixed Income
 
EQ/Core Plus BondEIMG;
Brandywine Global Investment Management, LLC, Loomis, Sayles
 & Company, L.P.
    
0.93
%^ 
   
4.50
    
1.87
    
1.59
Equity
 
EQ/Equity 500 IndexEIMG;
AllianceBernstein L.P.
    
0.54
%^ 
   
25.57
    
15.04
    
11.37
Fixed Income
 
EQ/Intermediate Government BondEIMG;
SSGA Funds Management, Inc.
    
0.64
%^ 
   
3.85
    
0.39
    
0.56
Equity
 
EQ/International Equity IndexEIMG;
AllianceBernstein L.P.
    
0.72
%^ 
   
19.01
    
8.09
    
3.69
Equity
 
EQ/Large Cap Value Managed Volatility
EIMG;
AllianceBernstein L.P.
    
0.87
   
14.01
    
10.78
    
7.82
Asset Allocation
 
EQ/Moderate Allocation
EIMG
    
1.11
   
12.35
    
5.76
    
4.18
Cash/Cash Equivalent
 
EQ/Money Market
*
EIMG;
Dreyfus, a division of Mellon Investments Corporation
    
0.69
   
4.47
    
1.48
    
0.91
Fixed Income
 
EQ/Quality Bond PLUSEIMG;
AllianceBernstein L.P., Pacific Investment Management Company LLC
    
0.86
   
4.19
    
0.51
    
0.84
Equity
 
Multimanager Aggressive EquityEIMG;
AllianceBernstein L.P.
    
1.00
   
38.30
    
15.92
    
12.48
^
 
This Portfolio’s annual expenses reflect temporary fee reductions.
 
EQ Managed Volatility Portfolios that include the EQ volatility management strategy as part of their investment objective and/or principal investment strategy, and the EQ/affiliated Fund of Fund Portfolios that invest in Portfolios that use the EQ volatility management strategy, are identified in the chart by a “†“. See “Portfolios of the Trust” for more information regarding volatility management.
*
 
The Portfolio operates as a “government money market fund.” The Portfolio will invest at least 99.5% of its total assets in U.S. government securities, cash, and/or repurchase agreements that are fully collateralized by U.S. government securities or cash.
 
29

Appendix: Examples of how we determine variable annuity payments for your single premium payment and for variable investment option transfers
 
 
 
The examples below show how we would determine the variable annuity payments for a given variable investment option at original issue, and upon transfer from that variable investment option to another after variable annuity payments have begun.
 
We assume that $100,000, after we deduct any fees that apply, was used to purchase a Variable Immediate Annuity contract under the EQ/Common Stock Index variable investment option on December 12, 2023. Based on an AIR of 5%, let us say that the resulting initial monthly payment of $800 beginning on that date, is for a female age 75 under a life annuity with
10-year
period certain form. This payment represents, for purposes of this example, 80 EQ/Common Stock Index variable annuity units purchased, and is fixed for the first two payments and varies thereafter according to the EQ/Common Stock Index performance compared to the AIR.
 
We further assume that on the first contract date anniversary, December 11, 2024, we receive a request for a 40% transfer of variable annuity units from the EQ/Common Stock Index variable investment option to the EQ/International Equity Index variable investment option. Note that since payments (after the initial two) are based on an average unit annuity value for two months prior, a change in the payments resulting from the transfer does not occur until two months after the effective date of transfer.
 
As of 12/12/23 (Original Issue)
    
 
 
 
(1)  Premium applied*
    
$
100,000
 
(2)  Initial monthly payment on 1/12/24
    
$
800
 
(3)  EQ/Common Stock Index option annuity unit value (12/12/23)
    
$
10.00
 
(4)  Number of EQ/Common Stock Index variable annuity units: (2)/(3)
      
80
 
As of 12/11/24 (annuitant election to transfer 40% from EQ/Common Stock Index to EQ/International Equity Index option)
 
(5)  EQ/Common Stock Index option annuity unit value (12/11/24)
    
$
11.25
 
(6)  EQ/International Equity Index option annuity unit value (12/11/24)
    
$
10.00
 
(7)  Portion of annuity units transferred to EQ/International Equity Index option: 40% x (4) x (5)/(6)
      
36
 
(8)  Remaining annuity units in EQ/Common Stock Index option: 60% x (4)
      
48
 
As of 12/11/24 (benefit payment based on annuity units owned in October 2024)
    
 
 
 
(9)  Average EQ/Common Stock Index option annuity unit value (October 2024)
    
$
10.50
 
(10) Monthly payment under EQ/Common Stock Index option on 12/11/24: (4) x (9)
    
$
840
 
As of 1/11/25 (benefit payment based on annuity units owned in November 2024)
    
 
 
 
(11) Average EQ/Common Stock Index option annuity unit value (November 2024)
    
$
11.25
 
(12) Monthly payment under EQ/Common Stock Index option on 1/16/25: (4) x (11)
    
$
900
 
As of 2/11/25 (benefit payment based on annuity units owned in December 2024)
    
 
 
 
(13) Average EQ/Common Stock Index option annuity unit value (December 2024)
    
$
11.50
 
(14) Average EQ/International Equity Index option annuity unit value (December 2024)
    
$
11.00
 
(15) Monthly payment under EQ/Common Stock Index option on 2/11/25: (8) x (13)
    
$
552
 
(16) Monthly payment under EQ/International Equity Index option on 2/11/25: (7) x (14)
    
$
396
 
(17) Total monthly payment on 2/11/25: (15) + (16)
    
$
948
 
*
After deduction of the $350 administrative expense charge (See “Charges and expenses” for more information).
 
Annuity unit values shown in the above example are hypothetical and used for illustrative purposes only. The example is not a representation or projection of the amount of annuity payments that would actually be received under the contract.
 
30

Appendix: State contract availability and/or variations of certain features and benefits
 
 
 
The following information is a summary of the states where Variable Immediate Annuity contracts, features and/or benefits are either not available as of the date of this Prospectus or vary from the contract’s features and benefits as previously described in this Prospectus. Certain features and/or benefits may have been approved in your state after your contract was issued and cannot be added. Please contact your financial professional for more information about availability in your state.
 
States where certain Variable Immediate Annuity contracts, features and/or benefits are not available or vary:
 
State
 
Features and benefits
 
Availability or variation
Arizona
  See “Your right to cancel within a certain number of days” in “Selecting your annuity option”   If you reside in the state of Arizona and you purchased your contract as a replacement for a different variable annuity contract or you are age 65 or older at the time the contract is issued, you may return your variable annuity contract within 30 days from the date that you receive it and receive a refund of the annuity unit value.
California
  See “Your right to cancel within a certain number of days” in “Selecting your annuity option”   If you reside in the state of California and you are age 60 or older at the time the contract is issued, you may return your variable annuity contract within 30 days from the date that you receive it and receive a refund as described below. This is also referred to as the ‘‘free look’’ period.
    At the time of application, you will be asked to indicate whether you want the allocation instructions for your contribution to apply during the “free look” period or if instead you want your contribution to be placed entirely in the EQ/Money Market variable investment option until the conclusion of the “free look” period. If you allocate your entire contribution to the EQ/Money Market option or the EQ/Money Market option and the fixed income annuity option, the amount of your refund will be equal to your premium (and less any payments you may have received) unless you make a transfer, in which case the amount of your refund will be equal to your premium payment plus or minus any investment gain or loss in the variable investment options through the date we receive your request to cancel at our processing office. This amount could be less than your contribution. If you allocate any portion of your contribution to the variable investment options (other than the EQ/Money Market option or the EQ/Money Market option and the fixed income annuity option), your refund will be equal to your premium payment plus or minus any investment gain or loss in the variable investment options through the date we receive your request to cancel at our processing office.
 
 
 
  If you do not make a “free look” period election, your money will be placed in the EQ/Money Market variable investment option for the duration of the “free look” period.
 
31

State
 
Features and benefits
 
Availability or variation
Florida
  See “Your right to cancel within a certain number of days” in “Selecting your annuity option”   If you reside in the state of Florida, you may cancel your variable annuity contract and return it to us within 21 days from the date that you receive it. You will receive an unconditional refund equal to the greater of the annuity unit value provided in the annuity contract, plus any fees or charges deducted from the contributions or imposed under the contract, or a refund of all contributions paid.
 
  See “Assumed Investment Return” in “Selecting your annuity option”
  For contracts issued in Florida, a 3.5% AIR (maximum) is used.
Texas
  See “Your right to cancel within a certain number of days” in “Selecting your annuity option”   If you reside in the state of Texas, you may cancel your annuity contract and return it to us within 20 days from the date that you receive it and receive a refund. Your refund will be equal to your premium payment plus or minus any investment gain or loss in the variable investment options through the date we receive your request to cancel at our processing office.
 
  See “Assumed Investment Return” in “Selecting your annuity option”   For contracts issued in Texas a 3.5% AIR (maximum) is used.
New Mexico
  See “Assumed Investment Return” in “Selecting your annuity option”   For contracts issued in New Mexico, a 3.5% AIR (maximum) is used.
West Virginia
  See “Assumed Investment Return” in “Selecting your annuity option”   For contracts issued in West Virginia, a 3.5% AIR (maximum) is used.
New York
  See “Your annuity payout option” in “Selecting your annuity option”   The single life annuity payout option is not available.
 
32

Variable Immediate Annuity
Issued by
 
Equitable Financial Life Insurance Company of America
Equitable Financial Life Insurance Company
 
This prospectus describes the important features of the contract and provides information about the Company.
 
We have filed with the Securities and Exchange Commission a Statement of Additional Information (“SAI”) that includes additional information about Variable Immediate Annuity, Equitable Financial Life Insurance Company of America and Variable Account AA, and Equitable Financial Life Insurance Company and Separate Account A. The SAI dated May 1, 2024, is incorporated by reference into this prospectus. The SAI is available free of charge. To request a copy of the SAI, to ask about your contract, or to make other investor inquiries, please call (800) 628-6673. The SAI is also available at our website, www.equitable.com/ICSR#EQH142502
.
 
We file periodic reports and other information about Variable Immediate Annuity, Variable Account AA and Separate Account A as required under the federal securities laws. Those reports and other information about us are available on the SEC’s website at http://www.sec.gov, and copies of reports and other information may be obtained, upon payment of a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.
 
 
Class/Contract Identifier: C000024804 (EFLOA)
Class/Contract Identifier: C000024804 (EFLIC)
 
 
 


Equitable Financial Life Insurance Company

 

Equitable Financial Life Insurance Company of America

 

Supplement dated May 1, 2024, to the current variable annuity and life prospectuses, initial summary prospectuses, updating summary prospectuses, and modern alternative disclosure annual notices for variable annuity contracts and life policies listed below

 

 

 

This Supplement updates certain information in the most recent prospectus, initial summary prospectuses, updating summary prospectuses, and modern alternative disclosure annual notices (collectively, the “Prospectus”) for the variable annuity contracts and life policies listed in this Supplement. You should read this Supplement in conjunction with the Prospectus and retain it for future reference. Special terms not defined in this Supplement have the same meaning as in the Prospectus. We will send you another copy of the Prospectus or any prior supplement thereto without charge upon request. For additional information, please contact the customer service group referenced in the Prospectus.

 

The purpose of this Supplement is to provide you with information regarding a proposed Combination involving certain Portfolios available in your contract or policy.

 

Combination. Subject to board and regulatory approval and any necessary conditions precedent, effective on or about the close of business on June 21, 2024 (the “Effective Date”), the class A shares of each Portfolio listed below will be combining into the class B shares of those substantially similar Portfolios. Therefore, on or about the Effective Date, the class B shares of those Portfolios will be available under your contract or policy and the class A shares of those Portfolios will no longer be available under your contract or policy. If you still have account value allocated to an investment option that invests in the class A shares of each Portfolio on the Effective Date, shares of the class A shares of each Portfolio held for you in the that investment option will be exchanged for shares of the class B shares of those Portfolios of equal value on the Effective Date. There will be no financial impact on your contract or policy.

 

Each investment option that invests in a class A share of the Portfolio will be closed to all transactions on the Effective Date.

 

Until on or about June 21, 2024, the below listed class A shares of these Portfolios will be available and, therefore, the following hereby amends the corresponding information in the “Appendix: Portfolio Companies available under the contract” or in the “Appendix: Investment options available under the policy” in your Prospectus. Please note that not all Portfolios listed below may be available currently under your contract or policy:

 

TYPE

 

Portfolio Company — Investment Adviser; Sub-Adviser(s), as applicable

 

Current

 Expenses 

    Average Annual Total Returns
(as of 12/31/2023)
 
  1 year     5 year     10 year  

Equity

 

1290 VT Equity Income — Equitable Investment Management Group, LLC (“EIMG”); Barrow, Hanley, Mewhinney & Strauss, LLC d/b/a Barrow Hanley Global Investors

    0.95%     5.33%       10.24%       7.24%  

Specialty

 

1290 VT GAMCO Mergers & Acquisitions — EIMG; GAMCO Asset Management, Inc.

    1.29%     9.47%       4.20%       3.38%  

Equity

 

1290 VT GAMCO Small Company Value — EIMG; GAMCO Asset Management, Inc.

    1.06%       21.05%       12.82%       7.94%  

Equity

 

1290 VT Socially Responsible — EIMG; BlackRock Investment Management, LLC

    0.92%       27.52%       15.12%       11.32%  

Equity

 

EQ/AB Small Cap Growth — EIMG; AllianceBernstein L.P.

    0.93%       17.74%       10.59%       7.78%  

Asset Allocation

 

EQ/Aggressive Allocation† — EIMG

    1.18%       18.51%       10.23%       7.07%  

Asset Allocation

 

EQ/All Asset Growth Allocation — EIMG

    1.25%     14.15%       7.69%       5.27%  

Equity

 

EQ/Capital Group Research — EIMG; Capital International, Inc.

    0.97%     22.98%       14.97%       11.34%  

Equity

 

EQ/ClearBridge Large Cap Growth ESG — EIMG; ClearBridge Investments, LLC

    1.00%     45.93%       15.80%       10.70%  

Equity

 

EQ/ClearBridge Select Equity Managed Volatility† — EIMG; BlackRock Investment Management, LLC, ClearBridge Investments, LLC

    1.06%     24.62%       15.63%       9.90%  

Asset Allocation

 

EQ/Conservative Allocation† — EIMG

    1.00%     7.89%       2.58%       2.15%  

Asset Allocation

 

EQ/Conservative-Plus Allocation† — EIMG

    1.10%     11.01%       4.79%       3.59%  

Fixed Income

 

EQ/Core Bond Index — EIMG; SSGA Funds Management, Inc.

    0.64%     4.63%       1.05%       1.12%  

Equity

 

EQ/Franklin Small Cap Value Managed Volatility† — EIMG; BlackRock Investment Management, LLC, Franklin Mutual Advisers, LLC

    1.05%     14.01%       9.78%       6.35%  

Equity

 

EQ/Global Equity Managed Volatility† — EIMG; BlackRock Investment Management, LLC

    1.10%     21.36%       9.74%       6.29%  

Asset Allocation

 

EQ/Growth Strategy† — EIMG

    1.03%       16.49%       8.48%       6.14%  

Equity

 

EQ/International Core Managed Volatility† — EIMG; BlackRock Investment Management, LLC

    1.06%       16.76%       7.95%       3.54%  

 

New Biz/Inforce/MAD Notices – Annuities/Life   Catalog No. 800142
  #759674


TYPE

 

Portfolio Company — Investment Adviser; Sub-Adviser(s), as applicable

 

Current

 Expenses 

    Average Annual Total Returns
(as of 12/31/2023)
 
  1 year     5 year     10 year  

Equity

 

EQ/International Value Managed Volatility† — EIMG; BlackRock Investment Management, LLC, Harris Associates LP

    1.03%       18.62%       7.62%       3.03%  

Equity

 

EQ/Invesco Comstock — EIMG; Invesco Advisers, Inc.

    1.00%     12.02%       13.18%       8.70%  

Equity

 

EQ/Invesco Global — EIMG; Invesco Advisers, Inc.

    1.10%     33.84%       11.75%       7.95%  

Equity

 

EQ/Janus Enterprise — EIMG; Janus Henderson Investors US LLC

    1.05%       16.96%       13.08%       7.62%  

Equity

 

EQ/JPMorgan Growth Stock — EIMG; J.P. Morgan Investment Management Inc.

    0.96%     46.34%       12.84%       11.29%  

Equity

 

EQ/JPMorgan Value Opportunities — EIMG; J.P. Morgan Investment Management Inc.

    0.96%       10.95%       14.17%       10.13%  

Equity

 

EQ/Large Cap Core Managed Volatility† — EIMG; BlackRock Investment Management, LLC

    0.90%       23.87%       14.24%       10.57%  

Equity

 

EQ/Large Cap Growth Index — EIMG; AllianceBernstein L.P.

    0.73%       41.56%       18.62%       14.02%  

Equity

 

EQ/Large Cap Growth Managed Volatility† — EIMG; BlackRock Investment Management, LLC

    0.88%       38.99%       16.20%       12.47%  

Equity

 

EQ/Large Cap Value Index — EIMG; AllianceBernstein L.P.

    0.74%       10.67%       10.16%       7.66%  

Equity

 

EQ/Large Cap Value Managed Volatility† — EIMG; AllianceBernstein L.P.

    0.87%       14.02%       10.78%       7.83%  

Equity

 

EQ/Loomis Sayles Growth — EIMG; Loomis, Sayles & Company, L.P.

    1.05%     43.64%       15.65%       13.25%  

Equity

 

EQ/MFS International Growth — EIMG; Massachusetts Financial Services Company d/b/a MFS Investment Management

    1.10%     14.23%       9.27%       6.10%  

Equity

 

EQ/Mid Cap Index — EIMG; AllianceBernstein L.P.

    0.65%     15.77%       11.88%       8.54%  

Equity

 

EQ/Mid Cap Value Managed Volatility† — EIMG; BlackRock Investment Management, LLC

    0.97%       13.14%       10.36%       7.21%  

AssetAllocation

 

EQ/Moderate-Plus Allocation† — EIMG

    1.13%       15.24%       8.08%       5.66%  

FixedIncome

 

EQ/PIMCO Ultra Short Bond — EIMG; Pacific Investment Management Company LLC

    0.88%     5.68%       1.64%       1.26%  

Equity

 

EQ/Small Company Index — EIMG; AllianceBernstein L.P.

    0.64%       16.74%       10.07%       7.01%  

Equity

 

EQ/Value Equity — EIMG; Aristotle Capital Management, LLC

    0.92%       19.55%       10.05%       6.91%  

FixedIncome

 

Multimanager Core Bond — EIMG; BlackRock Financial Management, Inc., DoubleLine Capital LP, Pacific Investment Management Company LLC, SSGA Funds Management, Inc.

    0.87%     5.04%       0.61%       1.20%  

Specialty

 

Multimanager Technology — EIMG; AllianceBernstein L.P., FIAM LLC, Wellington Management Company LLP

    1.24%     49.52%       19.07%       16.18%  
^

This Portfolio’s annual expenses reflect temporary fee reductions.

EQ Managed Volatility Portfolios that include the EQ volatility management strategy as part of their investment objective and/or principal investment strategy, and the EQ/affiliated Fund of Fund Portfolios that invest in Portfolios that use the EQ volatility management strategy, are identified in the chart by a “†“. See “Portfolios of the Trusts” for more information regarding volatility management.

 

Please note that you may transfer account value out of the investment option that invests in the above class A shares of each Portfolio into any other investment option available under your contract or policy any time prior to the Effective Date. Such transfers will be free of charge and will not count as one of your annual free transfers under your contract or policy. Also, for a period of 60 days after the Effective Date, any account value that was transferred to the investment option that invests in the class B share of the Portfolio as a result of the Combination can be transferred into any other investment option available under your contract or policy free of charge and will not count as one of your annual free transfers. Please refer to your Prospectus for detailed information about investment options.

 

On or about the Effective Date:

 

 

The class A share of each Portfolio under your contract or policy will be removed as an investment option, and the corresponding class B share of the Portfolio will be added as an available investment option (subject to any applicable allocation restrictions). If you have account value allocated to the investment option that invests in the class A share of the Portfolio, your contract or policy will be automatically credited with interest in the corresponding investment option that invests in the class B share of the Portfolio. Your interest in the class B share of the Portfolio immediately after the Combination will be equal to your interest in the removed class A share of the Portfolio immediately prior to the Combination.

 

 

You will not bear any of the expenses related to the Combination, and the Combination will not result in any tax consequences for you.

 

 

All allocation elections and instructions that include the class A share of the Portfolio(s) will be automatically updated to replace the class A share of the Portfolio(s) with the corresponding class B share of the Portfolio(s) unless you instruct us otherwise.

 

2


You may wish to consult with your financial professional to determine if your existing allocation instructions should be changed before or after the Effective Date. No action is required on your part. For more information, please contact your financial professional or contact our customer service representative.

 

Variable Annuity and Life Products List by Portfolio

 

Target Portfolio   Contract or Policy
1290 VT Equity Income  

Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0; Retirement Cornerstone® Series 13.0; Retirement Cornerstone® Series 15.0; Retirement Cornerstone® Series 15.0 Series E; Retirement Cornerstone® Series 15A; Retirement Cornerstone® Series 15A Series E; Retirement Cornerstone® Series 15B; Retirement Cornerstone® Series 15B Series E; Retirement Cornerstone® Series 17; Retirement Cornerstone® Series 17 Series E; Retirement Cornerstone® Series 19; Retirement Cornerstone® Series 19 Series E

 

Life Policies: Corporate Sponsored Variable Universal Life; IL Protector; Survivorship 2000SM

1290 VT GAMCO Mergers & Acquisitions

 

1290 VT GAMCO Small Company Value

 

Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0; Retirement Cornerstone® Series 13.0; Retirement Cornerstone® Series 15.0; Retirement Cornerstone® Series 15.0 Series E; Retirement Cornerstone® Series 15A; Retirement Cornerstone® Series 15A Series E; Retirement Cornerstone® Series 15B; Retirement Cornerstone® Series 15B Series E; Retirement Cornerstone® Series 17; Retirement Cornerstone® Series 17 Series E; Retirement Cornerstone® Series 19; Retirement Cornerstone® Series 19 Series E

 

Life Policies: Corporate Owned Incentive Life®; Incentive Life COLI; Incentive Life COLI ’04;

1290 VT Socially Responsible   Life Policies: Corporate Sponsored Variable Universal Life; Incentive Life® ’02; Survivorship Incentive LifeSM ’02
EQ/AB Small Cap Growth  

Annuity Products: EQUI-VEST® (Series 100-500); EQUI-VEST® Employer-Sponsored Retirement Plans; MomentumSM; Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0; Retirement Cornerstone® Series 13.0; Retirement Cornerstone® Series 15.0; Retirement Cornerstone® Series 15.0 Series E; Retirement Cornerstone® Series 15A; Retirement Cornerstone® Series 15A Series E; Retirement Cornerstone® Series 15B; Retirement Cornerstone® Series 15B Series E; Retirement Cornerstone® Series 17; Retirement Cornerstone® Series 17 Series E; Retirement Cornerstone® Series 19; Retirement Cornerstone® Series 19 Series E; MomentumSM Plus; Variable Immediate Annuity; Retirement Investment Account®

 

Life Policies: Corporate Owned Incentive Life®; Corporate Sponsored Variable Universal Life; IL Protector; Incentive Life® ’02; Incentive Life COLI; Incentive Life COLI ’04; Survivorship 2000SM; Survivorship Incentive LifeSM ’02

EQ/Aggressive Allocation   Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0
EQ/Moderate-Plus Allocation   Life Policies: Corporate Owned Incentive Life®; Corporate Sponsored Variable Universal Life; IL Protector; Incentive Life ’02; Incentive Life COLI; Incentive Life COLI ’04; Paramount LifeSM; Survivorship 2000SM; Survivorship Incentive LifeSM ‘02
EQ/All Asset Growth Allocation   Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0; Retirement Cornerstone® Series 13.0; Retirement Cornerstone® Series 15.0; Retirement Cornerstone® Series 15.0 Series E; Retirement Cornerstone® Series 15A; Retirement Cornerstone® Series 15A Series E; Retirement Cornerstone® Series 15B; Retirement Cornerstone® Series 15B Series E; Retirement Cornerstone® Series 17; Retirement Cornerstone® Series 17 Series E; Retirement Cornerstone® Series 19; Retirement Cornerstone® Series 19 Series E
EQ/Capital Group Research  

Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0; Retirement Cornerstone® Series 13.0

 

Life Policies: Corporate Owned Incentive Life®; Corporate Sponsored Variable Universal Life; Incentive Life® ’02; Incentive Life COLI ’04; Paramount LifeSM; Survivorship Incentive LifeSM ’02

 

3


Target Portfolio   Contract or Policy
EQ/ClearBridge Large Cap Growth ESG   Life Policies: Corporate Owned Incentive Life®; Incentive Life® ’02; Incentive Life COLI ’04; Survivorship Incentive LifeSM ’02
EQ/Clearbridge Select Equity Managed Volatility   Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0

EQ/Conservative Allocation

 

EQ/Conservative-Plus Allocation

  Life Policies: Corporate Owned Incentive Life®; Corporate Sponsored Variable Universal Life; IL Protector; Incentive Life ’02; Incentive Life COLI; Incentive Life COLI ’04; Paramount LifeSM; Survivorship 2000SM; Survivorship Incentive LifeSM ‘02
EQ/Core Bond Index   Life Policies: Corporate Sponsored Variable Universal Life; IL Protector; Incentive Life® ’02; Paramount LifeSM; Survivorship 2000SM; Survivorship Incentive LifeSM ’02
EQ/Franklin Small Cap Value Managed Volatility   Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0
EQ/Global Equity Managed Volatility  

Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0; Retirement Cornerstone® Series 13.0

 

Life Policies: Corporate Owned Incentive Life®; Incentive Life® ’02; Incentive Life COLI ’04; Survivorship Incentive LifeSM ’02

EQ/International Core Managed Volatility  

Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0; Retirement Cornerstone® Series 13.0; Retirement Cornerstone® Series 15.0; Retirement Cornerstone® Series 15.0 Series E; Retirement Cornerstone® Series 15A; Retirement Cornerstone® Series 15A Series E; Retirement Cornerstone® Series 15B; Retirement Cornerstone® Series 15B Series E; Retirement Cornerstone® Series 17; Retirement Cornerstone® Series 17 Series E; Retirement Cornerstone® Series 19; Retirement Cornerstone® Series 19 Series E

 

Life Policies: Incentive Life® ’02; Paramount LifeSM; Survivorship Incentive LifeSM ’02

EQ/International Value Managed Volatility

 

EQ/Large Cap Growth Managed Volatility

 

Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0; Retirement Cornerstone® Series 13.0

 

Life Policies: Corporate Owned Incentive Life®; Corporate Sponsored Variable Universal Life; Incentive Life® ’02; Incentive Life COLI ’04; Paramount LifeSM; Survivorship Incentive LifeSM ’02

EQ/Invesco Comstock  

Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0; Retirement Cornerstone® Series 13.0; Retirement Cornerstone® Series 15.0; Retirement Cornerstone® Series 15.0 Series E; Retirement Cornerstone® Series 15A; Retirement Cornerstone® Series 15A Series E; Retirement Cornerstone® Series 15B; Retirement Cornerstone® Series 15B Series E; Retirement Cornerstone® Series 17; Retirement Cornerstone® Series 17 Series E; Retirement Cornerstone® Series 19; Retirement Cornerstone® Series 19 Series E

 

Life Policies: IL Protector; Incentive Life® ’02; Incentive Life COLI; Incentive Life COLI ’04; Survivorship 2000SM; Survivorship Incentive LifeSM ’02

EQ/Invesco Global   Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0; Retirement Cornerstone® Series 13.0; Retirement Cornerstone® Series 15.0; Retirement Cornerstone® Series 15.0 Series E; Retirement Cornerstone® Series 15A; Retirement Cornerstone® Series 15A Series E; Retirement Cornerstone® Series 15B; Retirement Cornerstone® Series 15B Series E; Retirement Cornerstone® Series 17; Retirement Cornerstone® Series 17 Series E; Retirement Cornerstone® Series 19; Retirement Cornerstone® Series 19 Series E

 

4


Target Portfolio   Contract or Policy
EQ/Janus Enterprise  

Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0; Retirement Cornerstone® Series 13.0; Retirement Cornerstone® Series 15.0; Retirement Cornerstone® Series 15.0 Series E; Retirement Cornerstone® Series 15A; Retirement Cornerstone® Series 15A Series E; Retirement Cornerstone® Series 15B; Retirement Cornerstone® Series 15B Series E; Retirement Cornerstone® Series 17; Retirement Cornerstone® Series 17 Series E; Retirement Cornerstone® Series 19; Retirement Cornerstone® Series 19 Series E

 

Life Policies: Corporate Sponsored Variable Universal Life; IL Protector; Incentive Life® ’02; Incentive Life COLI; Paramount LifeSM; Survivorship 2000SM; Survivorship Incentive LifeSM ’02

EQ/JPMorgan Growth Stock  

Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0; Retirement Cornerstone® Series 13.0; Retirement Cornerstone® Series 15.0; Retirement Cornerstone® Series 15.0 Series E; Retirement Cornerstone® Series 15A; Retirement Cornerstone® Series 15A Series E; Retirement Cornerstone® Series 15B; Retirement Cornerstone® Series 15B Series E; Retirement Cornerstone® Series 17; Retirement Cornerstone® Series 17 Series E; Retirement Cornerstone® Series 19; Retirement Cornerstone® Series 19 Series E

 

Life Policies: Corporate Owned Incentive Life®; Incentive Life® ’02; Incentive Life COLI ’04; Paramount LifeSM; Survivorship Incentive LifeSM ’02

EQ/JPMorgan Value Opportunities  

Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0

 

Life Policies: Corporate Owned Incentive Life®; Corporate Sponsored Variable Universal Life; Incentive Life® ’02; Incentive Life COLI ’04; Survivorship Incentive LifeSM ’02

EQ/Large Cap Core Managed Volatility   Life Policies: Corporate Owned Incentive Life®; Incentive Life® ’02; Incentive Life COLI ’04; Paramount LifeSM; Survivorship Incentive LifeSM ’02

EQ/Large Cap Growth Index

 

EQ/Mid Cap Index

 

EQ/Value Equity

 

Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0; Retirement Cornerstone® Series 13.0; Retirement Cornerstone® Series 15.0; Retirement Cornerstone® Series 15.0 Series E; Retirement Cornerstone® Series 15A; Retirement Cornerstone® Series 15A Series E; Retirement Cornerstone® Series 15B; Retirement Cornerstone® Series 15B Series E; Retirement Cornerstone® Series 17; Retirement Cornerstone® Series 17 Series E; Retirement Cornerstone® Series 19; Retirement Cornerstone® Series 19 Series E

 

Life Policies: Corporate Owned Incentive Life®; Incentive Life® ’02; Incentive Life COLI ’04; Paramount LifeSM; Survivorship Incentive LifeSM ’02

EQ/Large Cap Value Index  

Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0; Retirement Cornerstone® Series 13.0; Retirement Cornerstone® Series 15.0; Retirement Cornerstone® Series 15.0 Series E; Retirement Cornerstone® Series 15A; Retirement Cornerstone® Series 15A Series E; Retirement Cornerstone® Series 15B; Retirement Cornerstone® Series 15B Series E; Retirement Cornerstone® Series 17; Retirement Cornerstone® Series 17 Series E; Retirement Cornerstone® Series 19; Retirement Cornerstone® Series 19 Series E

 

Life Policies: IL Protector; Incentive Life® ’02; Survivorship 2000SM; Survivorship Incentive LifeSM ’02

EQ/Large Cap Value Managed Volatility  

Annuity Products: EQUI-VEST® (Series 100-500); EQUI-VEST® Employer-Sponsored Retirement Plans; MomentumSM; MomentumSM Plus; Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0; Retirement Cornerstone® Series 13.0; Retirement Cornerstone® Series 15.0; Retirement Cornerstone® Series 15.0 Series E; Retirement Cornerstone® Series 15A; Retirement Cornerstone® Series 15A Series E; Retirement Cornerstone® Series 15B; Retirement Cornerstone® Series 15B Series E; Retirement Cornerstone® Series 17; Retirement Cornerstone® Series 17 Series E; Retirement Cornerstone® Series 19; Retirement Cornerstone® Series 19 Series E; Variable Immediate Annuity; Retirement Investment Account®; 300+ Series

 

Life Policies: Corporate Owned Incentive Life®; Corporate Sponsored Variable Universal Life; IL Protector; Incentive Life® ’02; Incentive Life COLI; Incentive Life COLI ’04; Paramount LifeSM; Survivorship 2000SM; Survivorship Incentive LifeSM ’02

 

5


Target Portfolio   Contract or Policy
EQ/Loomis Sayles Growth  

Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0; Retirement Cornerstone® Series 13.0; Retirement Cornerstone® Series 15.0; Retirement Cornerstone® Series 15.0 Series E; Retirement Cornerstone® Series 15A; Retirement Cornerstone® Series 15A Series E; Retirement Cornerstone® Series 15B; Retirement Cornerstone® Series 15B Series E; Retirement Cornerstone® Series 17; Retirement Cornerstone® Series 17 Series E; Retirement Cornerstone® Series 19; Retirement Cornerstone® 19 Series E

 

Life Policies: Corporate Owned Incentive Life®; IL Protector; Incentive Life COLI; Incentive Life COLI ’04; Survivorship 2000SM

EQ/MFS International Growth  

Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0; Retirement Cornerstone® Series 13.0; Retirement Cornerstone® Series 15.0; Retirement Cornerstone® Series 15.0 Series E; Retirement Cornerstone® Series 15A; Retirement Cornerstone® Series 15A Series E; Retirement Cornerstone® Series 15B; Retirement Cornerstone® Series 15B Series E; Retirement Cornerstone® Series 17; Retirement Cornerstone® Series 17 Series E; Retirement Cornerstone® Series 19; Retirement Cornerstone® Series 19 Series E

EQ/Mid Cap Value Managed Volatility  

Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0; Retirement Cornerstone® Series 13.0; Retirement Cornerstone® Series 15.0; Retirement Cornerstone® Series 15.0 Series E; Retirement Cornerstone® Series 15A; Retirement Cornerstone® Series 15A Series E; Retirement Cornerstone® Series 15B; Retirement Cornerstone® Series 15B Series E; Retirement Cornerstone® Series 17; Retirement Cornerstone® Series 17 Series E; Retirement Cornerstone® Series 19; Retirement Cornerstone® Series 19 Series E

 

Life Policies: Corporate Owned Incentive Life®; Corporate Sponsored Variable Universal Life; IL Protector; Incentive Life®; Incentive Life® ’02; Incentive Life® ’06; Incentive Life COLI; Incentive Life COLI ’04; Incentive Life Legacy®; Incentive Life Optimizer®; Paramount LifeSM; Survivorship 2000SM; Survivorship Incentive LifeSM ’99; Survivorship Incentive LifeSM ’02; Survivorship Incentive LifeSM Legacy

EQ/PIMCO Ultra Short Bond  

Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0; Retirement Cornerstone® Series 13.0; Retirement Cornerstone® Series 15.0; Retirement Cornerstone® Series 15.0 Series E; Retirement Cornerstone® Series 15A; Retirement Cornerstone® Series 15A Series E; Retirement Cornerstone® Series 15B; Retirement Cornerstone® Series 15B Series E; Retirement Cornerstone® Series 17; Retirement Cornerstone® Series 17 Series E; Retirement Cornerstone® Series 19; Retirement Cornerstone® Series 19 Series E

 

Life Policies: Corporate Sponsored Variable Universal Life; IL Protector; Incentive Life® ’02; Paramount LifeSM; Survivorship 2000SM; Survivorship Incentive LifeSM ’02

EQ/Small Company Index  

Annuity Products: Retirement Cornerstone® Series; Retirement Cornerstone® Series 12.0; Retirement Cornerstone® Series 13.0; Retirement Cornerstone® Series 15.0; Retirement Cornerstone® Series 15.0 Series E; Retirement Cornerstone® Series 15A; Retirement Cornerstone® Series 15A Series E; Retirement Cornerstone® Series 15B; Retirement Cornerstone® Series 15B Series E; Retirement Cornerstone® Series 17; Retirement Cornerstone® Series 17 Series E; Retirement Cornerstone® Series 19; Retirement Cornerstone® Series 19 Series E

 

Life Policies: Corporate Owned Incentive Life®; Corporate Sponsored Variable Universal Life; IL Protector; Incentive Life ’02; Incentive Life COLI; Incentive Life COLI ’04; Paramount LifeSM; Survivorship 2000SM; Survivorship Incentive LifeSM ‘02

Multimanager Core Bond   Life Policies: Corporate Owned Incentive Life®; Corporate Sponsored Variable Universal Life; Incentive Life® ’02; Incentive Life COLI ’04; Paramount LifeSM; Survivorship Incentive LifeSM ’02
Multimanager Technology   Life Policies: Corporate Owned Incentive Life®; Incentive Life® ’02; Incentive Life COLI ’04; Paramount LifeSM; Survivorship Incentive LifeSM ’02

 

6


Variable Immediate Annuity

 

A combination variable and fixed immediate annuity contract

 

Equitable Financial Life Insurance Company of America

Issued through: Variable Account AA

Statement of Additional Information

May 1, 2024

 

 

This statement of additional information (“SAI”) is not a prospectus. It should be read in conjunction with the related Variable Immediate Annuity prospectus dated May 1, 2024. That prospectus provides detailed information concerning the contracts and the variable investment options, as well as the fixed income annuity option, that fund the contracts. Each variable investment option is a subaccount of the Company’s Variable Account AA. The fixed income annuity option is part of the Company’s general account. Definitions of special terms used in the SAI are found in the prospectus.

 

A copy of the prospectus is available free of charge by writing the processing office (the Company, Variable Immediate Annuity, Benefit Payment Service Group, P.O. Box 4993, Syracuse, New York 13221), by calling 1-800-245-1230 toll free, or by contacting your financial professional.

 

The Company

 

Equitable America is an Arizona stock life insurance corporation organized in 1969 with its main administrative office located at 8501 IBM Drive, Suite 150-GR, Charlotte, NC 28262-4333. We are an indirect wholly owned subsidiary of Equitable Holdings, Inc.

 

Annuity Unit Values

 

We fixed the annuity unit value for the variable investment options of the Variable Immediate Annuity contract on October 1, 1997 for contracts with AIR of 5% and 312% a year, respectively. Please see your prospectus for further information.

 

Unit Values

 

Unit values are determined at the end of each valuation period for each of the variable investment options. We may offer other annuity contracts and certificates which will have their own unit values for the variable investment options. They may be different from the unit values for the Variable Immediate Annuity.

 

The unit value for a variable investment option for any valuation period is equal to: (i) the unit value for the preceding valuation period, multiplied by (ii) the net investment factor for that option for that valuation period. A valuation period is each business day together with any preceding non-business days.

The net investment factor is:

 

 

(

 

 a 

 b 

 

)

   

   c

 

where:

 

(a)

is the value of the variable investment option’s shares of the corresponding portfolio at the end of the valuation period. Any amounts allocated to or withdrawn from the variable investment option for the valuation period are not taken into account. For this purpose, we use the share value reported to us by EQ Premier VIP Trust and EQ Advisors Trust. This share value is after the deduction of fees and expenses of EQ Premier VIP Trust or EQ Advisors Trust.

 

(b)

is the value of the variable investment options shares of the corresponding portfolio at the end of the preceding valuation period. (Any amounts allocated or withdrawn for that valuation period are taken into account.)

 

(c)

is the daily mortality and expense risks charge and administrative charge relating to the contracts, times the number of calendar days in the valuation period, plus any charge for taxes or amounts set aside as a reserve for taxes. The daily charges are at an effective annual rate not to exceed a total of 1.55%.

 

For each valuation period, the adjusted net investment factor is equal to the net investment factor reduced for each day in the valuation period by:

 

  .00013366 of the net investment factor for a contract with an assumed base rate of net investment return of 5% a year; or

 

  .00009425 of the net investment factor for a contract with an assumed base rate of net investment return of 312%.

 

Because of this adjustment, the annuity unit value rises and falls depending on whether the actual rate of net investment return (after charges) is higher or lower than the assumed base rate, also known as the “assumed investment return,” or “AIR.” The average annuity unit value for a calendar month is equal to the average of the annuity unit values for such month.

 

Illustration of Changes in Annuity Unit Values

 

To show how we determine variable annuity payments from month to month, assume that the net contribution paid for a contract is enough to fund a Variable Immediate Annuity

 
  #630946
  Variable Immediate Annuity


contract with a monthly payment of $100. Also assume that the annuity unit value of the variable investment option for the valuation period that includes the due date of the first annuity payment is $3.74. The number of annuity units credited under the contract would be 26.74 (100 divided by 3.74 = 26.74). Based on an average annuity unit value of $3.56 in October, the annuity payment due in December would be $95.19 (26.74 units times $3.56).

 

Custodian

 

The Company is the custodian for shares of any of the Trusts owned by Variable Account AA.

 

Independent Registered Public Accounting Firm

 

The financial statements of Variable Account AA of Equitable Financial Life Insurance Company of America as of December 31, 2023 are not included because Variable Account AA had not commenced operations as of December 31, 2023. The consolidated financial statements and financial statement schedules of Equitable Financial Life Insurance Company of America as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023 incorporated by reference to the filed Form N-VPFS/A (for Equitable Financial Life Insurance Company of America) in this SAI have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

 

PricewaterhouseCoopers LLP provides independent audit services and certain other non-audit services to Equitable Financial Life Insurance Company as permitted by the applicable SEC independence rules, and as disclosed in Equitable Financial Life Insurance Company’s Form 10-K. PricewaterhouseCoopers LLP’s address is 214 North Tryon Street, Suite 4200 Charlotte, North Carolina 28202.

 

Distribution of the Contracts

 

Pursuant to a Distribution and Servicing Agreement between Equitable Advisors, the Company and certain of the Company’s separate accounts, excluding Variable Account AA, the Company paid Equitable Advisors, as the distributors of certain contracts, including these contracts, and as the principal underwriter of several Company separate accounts, excluding Variable Account AA, $295,713,271 in 2023, $128,020,090 in 2022 and $108,766,165 in 2021. Of these amounts, Equitable Advisors retained $134,463,331, $53,750,680 and $46,654,267, respectively.

 

Under a distribution agreement between Equitable Distributors, the Company and certain of the Company’s separate accounts, excluding Variable Account AA, the Company paid Equitable Distributors, distribution fees of $281,932,594 in 2023, $41,028,502 in 2022 and $32,861,179 in 2021, as the distributor of certain contracts, excluding these contracts, and as the principal underwriter of several Company separate accounts, excluding Variable Account AA. Of these amounts, for each of these three years, Equitable Distributors retained $19,523, $6,094 and $2,207,749, respectively.

Financial statements

 

The financial statements and financial statement schedules of the Company incorporated herein should be considered only as bearing upon the ability of the Company to meet its obligations under the contracts.

 

The financial statement of Variable Account AA is not included because as of December 31, 2023, it had not commenced operations.

 

 

2


PART C

OTHER INFORMATION

 

ITEM 27.

EXHIBITS

 

(a)

Board of Directors Resolutions.

Assistant Secretary’s Certificate dated June 22, 2022, certifying the Resolutions of the Board of Trustees of Equitable Financial Life Insurance Company of America authorizing establishment of Variable Account AA, is incorporated herein by reference to the Registration Statement on Form N-4 (File No. 333-266576) filed on August 5, 2022.

 

(b)

Custodian Agreements. Not applicable.

 

(c)

Underwriting Contracts

 

  1.

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.

 

  (a)

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.

 

  (b)

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.

 

  2.

Broker-Dealer and General Agent Sales Agreement between Equitable Distributors, LLC and Broker-Dealer and General Agent, incorporated herein by reference to the Registration Statement on Form S-3 (File No. 333-265027) filed on January 30, 2024.

 

  3.

Wholesale Broker-Dealer Supervisory and Sale Agreement between the Broker-Dealer and Equitable Distributors, LLC, incorporated herein by reference to the Registration Statement on Form S-3 (File No. 333-265027) filed on January 30, 2024.

 

  4.

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.

 

  (a)

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.

 

  (b)

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.


  (c)

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.

 

  (d)

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.

 

  (e)

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.

 

  (f)

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.

 

  (g)

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.

 

  (h)

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.

 

  (i)

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.

 

  (j)

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 herewith by reference to Registration Statement on Form N-4 (File No. 333-248907) filed on April 22, 2022.

 

  (k)

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.

 

  (l)

Twelfth Amendment to General Agent Sales Agreement, dated November 1, 2023, between Equitable Financial Life Insurance Company of America and Equitable Network, LLC, filed herewith to Registration Statement on Form N-4 (File No. 333-275050) filed on April 19, 2024.

 

  5.

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.

 

  6.

Broker General Agent Agreement between Broker General Agent and Equitable Distributors, LLC, incorporated herein by reference to the Registration Statement on Form S-3 (File No. 333-265027) filed on January 30, 2024.

 

  (a)

Amendment to Brokerage General Agent Sales Agreement between Brokerage General Agency and Equitable Distributors, LLC, incorporated herein by reference to the Registration Statement on Form S-3 (File No. 333-265027) filed on January 30, 2024.


(d)

Contracts.

 

  1.

Forms of Variable Immediate Annuity contracts, previously filed with this Registration Statement No. 333-19925 on January 17, 1997.

 

  2.

Form of Certificate of Assumption for Equitable Financial Life Insurance Company of America, incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-272919) filed on September 15, 2023.

 

(e)

Applications.

 

  1.

Form of application, previously filed with this Registration Statement No. 333-19925 on January 17, 1997.

 

(f)

Depositor’s Certificate of Incorporation and By-Laws.

 

  1.

Articles of Restatement of the Articles of Incorporation of Equitable Financial Life Insurance Company of America (as Amended December 13, 2019) incorporated herein by reference to registration statement on Form S-1 (File No. 333-236437) filed on February 14, 2020.

 

  2.

By-Laws of Equitable Financial Life Insurance Company of America (as Amended December 13, 2019) incorporated herein by reference to registration statement on Form S-1 (File No. 333-236437) filed on February 14, 2020.

 

  (a)

Amended and Restated By-Laws of Equitable Financial Life Insurance Company of America dated September 23, 2020, incorporated herein by reference to Registration Statement on Form N-6 (file No. 333-191149) filed on April 21, 2021.

 

(g)

Reinsurance Contracts.

 

  1.

Assumption Reinsurance Agreement between Equitable Financial Life Insurance Company and Equitable Financial Life Insurance Company of America, dated January 1, 2024, filed herewith to Registration Statement on Form N-4 (File No. 333-275050) filed on April 19, 2024.

 

(h)

Participation Agreements.

 

  (1)

Participation Agreement among EQ Advisors Trust, MONY Life Insurance Company of America, AXA Distributors, LLC and AXA Advisors, LLC, incorporated herein by reference the Registration Statement on Form N-4 (File No. 333-72632) filed on April 22, 2005.

 

  (1)(a)

AMENDED AND RESTATED PARTICIPATION AGREEMENT, made and entered into as of the 23rd day of May 2012 by and among MONY LIFE INSURANCE COMPANY OF AMERICA, an Arizona insurance company (“MONY”), on its own behalf and on behalf of the separate accounts set forth on Schedule B hereto as may be amended from time to time (each an “Account”), EQ ADVISORS TRUST, a business trust organized under the laws of the State of Delaware (“Trust”) and AXA DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”), incorporated herein by reference to EQ Advisors Trust Registration Statement on Form N-1/A (File No. 333-17217) filed on January 10, 2014.

 

  (a)(i)

Amendment No. 1, dated as of June 4, 2013 (“Amendment No. 1”), to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), MONY Life Insurance Company of America and AXA Distributors, LLC (collectively, the “Parties”), incorporated herein by reference to EQ Advisors Trust Registration Statement on Form N-1/A (File No. 333-17217) filed on January 10, 2014.

 

  (a)(ii)

Amendment No. 2, dated as of October 21, 2013 (“Amendment No. 2”), to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), MONY Life Insurance Company of America and AXA Distributors, LLC (collectively, the “Parties”), incorporated herein by reference to EQ Advisors Trust Registration Statement on Form N-1/A (File No. 333-17217) filed on January 10, 2014.

 

  (a)(iii)

Amendment No. 3, dated as of November 1, 2013 (“Amendment No. 3”), to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), MONY Life Insurance Company of America and AXA Distributors, LLC (collectively, the “Parties”) ”), incorporated herein by reference to EQ Advisors Trust Registration Statement on Form N-1/A (File No. 333-17217) filed on April 11, 2014.

 

  (a)(iv)

Amendment No. 4, dated as of April 4, 2014 (“Amendment No. 4”), to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), MONY Life Insurance Company of America and AXA Distributors, LLC (collectively, the “Parties”) incorporated herein by reference to EQ Advisors Trust Registration Statement on Form N-1/A (File No. 333-17217) filed on April 30, 2014.

 

  (a)(v)

Amendment No. 5, dated as of June 1, 2014 (“Amendment No. 5”), to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), MONY Life Insurance Company of America and AXA Distributors, LLC (collectively, the “Parties”) incorporated herein by reference to EQ Advisors Trust Registration Statement on Form N-1/A (File No. 333-17217) filed on April 30, 2014.


  (a)(vi)

Amendment No. 6, dated as of July 16, 2014 (“Amendment No. 6”), to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), MONY Life Insurance Company of America and AXA Distributors, LLC (collectively, the “Parties”), incorporated herein by reference to EQ Advisors Trust Registration Statement on Form N-1/A (File No. 333-17217) filed on February 5, 2015.

 

  (a)(vii)

Amendment No. 7, dated as of July 16, 2014 (“Amendment No. 7”), to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), MONY Life Insurance Company of America and AXA Distributors, LLC (collectively, the “Parties”), incorporated herein by reference to EQ Advisors Trust Registration Statement on Form N-1/A (File No. 333-17217) filed on April 16, 2015.

 

  (a)(viii)

Amendment No. 8, dated as of December 21, 2015 (“Amendment No. 8”), to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), MONY Life Insurance Company of America and AXA Distributors, LLC (collectively, the “Parties”) incorporated herein by reference to EQ Advisors Trust Registration Statement on Form 485 (a) (File No. 333-17217) filed on February 11, 2016.

 

  (a)(ix)

Amendment No. 9, dated as of December 9, 2016 (“Amendment No. 9”), to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), MONY Life Insurance Company of America and AXA Distributors, LLC (collectively, the “Parties”) incorporated herein by reference to EQ Advisors Trust Registration Statement on Form 485 (a) (File No. 333-17217) filed on January 31, 2017.

 

  (a)(x)

Amendment No. 10 dated as of May 1, 2017 to the Amended and Restated Participation Agreement among EQ Advisors Trust, MONY Life Insurance Company of America and AXA Distributors, LLC, dated May 23, 2012, incorporated herein by reference to Registration Statement on Form N-1A (File No. 333-17217) filed April 28, 2017.

 

  (a)(xi)

Amendment No. 11 dated as of November 1, 2017 to the Amended and Restated Participation Agreement among EQ Advisors Trust, MONY Life Insurance Company of America and AXA Distributors, LLC, dated May 23, 2012, incorporated herein by reference to Registration Statement on Form N-1A (File No. 333-17217) filed October 27, 2017.

 

  (a)(xii)

Amendment No. 12 dated as of July 12, 2018 to the Amended and Restated Participation Agreement among the EQ Advisor Trust, MONY Life Insurance Company of America and AXA Distributors, LLC, dated May 23, 2012, incorporated herein by reference to Registration Statement on Form N-1A (File No. 333-17217) filed on July 31, 2018.

 

  (a)(xiii)

Amendment No. 13 dated as of December 6, 2018 to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended by and among EQ Advisors Trust, MONY Life Insurance Company of America and AXA Distributors, LLC, incorporated herein by reference to Registration Statement on Form N-1A (File No. 333-17217), filed on April 26, 2019.

 

  (a)(xiv)

Amendment No. 14 dated as of July 16, 2020 to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended by and among EQ Advisors Trust, Equitable Financial Life Insurance Company of America, Equitable Investment Management Group, LLC and Equitable Distributors, LLC, incorporated herein by reference to Registration Statement on Form N-14 (File No. 333-254202) filed on March 12, 2021.

 

  (a)(xv)

Amendment No. 15 dated as of February 1, 2021 to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended by and among EQ Advisors Trust, Equitable Financial Life Insurance Company of America, Equitable Investment Management Group, LLC and Equitable Distributors, LLC, incorporated herein by reference to Registration Statement on Form N-14 (File No. 333-254202) filed on March 12, 2021.

 

  (a)(xvi)

Amendment No. 16 dated as of February 26, 2021 to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended by and among EQ Advisors Trust, Equitable Financial Life Insurance Company of America, Equitable Investment Management Group, LLC and Equitable Distributors, LLC, incorporated herein by reference to Registration Statement on Form N-1A (File No. 333-17217) filed on April 29, 2021.


  (a)(xvii)

Amendment No. 17 dated July 22, 2021 to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended by and among EQ Advisors Trust, Equitable Financial Life Insurance Company of America, Equitable Investment Management Group, LLC and Equitable Distributors, LLC, incorporated herein by reference to Registration Statement on Form N-1A (File No. 333-17217) filed on September 24, 2021.

 

  (a)(xviii)

Amendment No. 18 dated January 13, 2022 to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended by and among EQ Advisors Trust, Equitable Financial Life Insurance Company of America, Equitable Investment Management Group, LLC and Equitable Distributors, LLC, incorporated herein by reference to Registration Statement on Form N-1A (File No. 333-17217) filed on April 28, 2022.

 

  (a)(xix)

Amendment No. 19 dated August 19, 2022, to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended by and among EQ Advisors Trust, Equitable Financial Life Insurance Company of America, Equitable Investment Management Group, LLC and Equitable Distributors, LLC, incorporated herein by reference to Registration Statement on Form N-1A (File No. 333-17217) filed on April 26, 2023.

 

  (a)(xx)

Amendment No. 20 dated November 17, 2022, to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended by and among EQ Advisors Trust, Equitable Financial Life Insurance Company of America, Equitable Investment Management Group, LLC and Equitable Distributors, LLC, incorporated herein by reference to Registration Statement on Form N-1A (File No. 333-17217) filed on April 26, 2023.

 

  (a)(xxi)

Amendment No. 21 dated March 16, 2023, to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended by and among EQ Advisors Trust, Equitable Financial Life Insurance Company of America, Equitable Investment Management Group, LLC and Equitable Distributors, LLC, incorporated herein by reference to Registration Statement on Form N-1A (File No. 333-17217) filed on March 29, 2023.

 

  (a)(xxii)

Amendment No. 22 dated July 31, 2023, to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended by and among EQ Advisors Trust, Equitable Financial Life Insurance Company of America, Equitable Investment Management Group, LLC and Equitable Distributors, LLC, incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-248907) filed on February 7, 2024.

 

  (a)(xxiii)

Amendment No. 23 dated October 20, 2023, to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended by and among EQ Advisors Trust, Equitable Financial Life Insurance Company of America, Equitable Investment Management Group, LLC and Equitable Distributors, LLC, incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-248907) filed on February 7, 2024.

 

(i)

Administrative Contracts.

 

  1.

Amended and Restated Services Agreement between MONY Life Insurance Company of America and AXA Equitable Life Insurance Company dated as of February 1, 2005 incorporated herein by reference to Exhibit 10.2 to the registration statement (File No. 333-65423) on Form 10-K filed on March 31, 2005.

 

(j)

Other Material Contracts. Not applicable.

 

(k)

Legal Opinion.

 

  1.

Opinion and consent of Alfred Ayensu-Ghartey, Vice President and Associate General Counsel, filed herewith.

 

(l)

Other Opinions.

 

  1.

Consent of PricewaterhouseCoopers LLC, filed herewith.

 

  2.

Powers of Attorney, filed herewith.

 

(m)

Omitted Financial Statements. Not applicable.

 

(n)

Initial Capital Agreements. Not applicable.

 

(o)

Form of Initial Summary Prospectus, incorporated herein by reference to the Registration Statement filed on Form N-4 (File No. 333-275050) filed on October 17, 2023.


ITEM 28. DIRECTORS AND OFFICERS OF THE DEPOSITOR

* The business address for all officers and directors of the Depositor is 8501 IBM Drive, Suite 150, Charlotte, NC 28262-4333.

 

NAME AND PRINCIPAL

BUSINESS ADDRESS

  

POSITIONS AND OFFICES WITH

THE DEPOSITOR

DIRECTORS   
Francis Hondal    Director
10050 W. Suburban Drive   
Pinecrest, FL 33156   
Arlene Isaacs-Lowe    Director
1830 South Ocean Drive, #1411   
Hallandale, FL 33009   
Daniel G. Kaye    Director
767 Quail Run   
Inverness, IL 60067   
Joan Lamm-Tennant    Director
135 Ridge Common   
Fairfield, CT 06824   
Craig MacKay    Director
England & Company   
1133 Avenue of the Americas   
Suite 2719   
New York, NY 10036   
Bertram L. Scott    Director
3601 Hampton Manor Drive   
Charlotte, NC 28226   
George Stansfield    Director
AXA   
25, Avenue Matignon   
75008 Paris, France   
Charles G.T. Stonehill    Director
Founding Partner   
Green & Blue Advisors   
20 East End Avenue, Apt. 5C   
New York, New York 10028   
OFFICER-DIRECTOR   
*Mark Pearson    Director and Chief Executive Officer
OTHER OFFICERS   
*Nicholas B. Lane    President
*José Ramón González    Chief Legal Officer and Secretary


*Jeffrey J. Hurd    Chief Operating Officer
*Robin M. Raju    Chief Financial Officer
*Michael B. Healy    Chief Information Officer
*Nicholas Huth    Chief Compliance Officer
*William Eckert    Chief Accounting Officer
*Darryl Gibbs    Chief Diversity Officer
*David W. Karr    Signatory Officer
*Jessica Baehr    Signatory Officer
*Mary Jean Bonadonna    Signatory Officer
*Eric Colby    Signatory Officer
*Steven M. Joenk    Chief Investment Officer
*Kenneth Kozlowski    Signatory Officer
*Carol Macaluso    Signatory Officer
*Hector Martinez    Signatory Officer
*James Mellin    Signatory Officer
*Hillary Menard    Signatory Officer
*Kurt Meyers    Deputy General Counsel and Signatory Officer
*Maryanne (Masha) Mousserie    Signatory Officer
*Prabha (“Mary”) Ng    Chief Information Security Officer
*Antonio Di Caro    Signatory Officer
*Glen Gardner    Deputy Chief Investment Officer
*Shelby Hollister-Share    Signatory Officer
*Manuel Prendes    Signatory Officer
*Meredith Ratajczak    Chief Actuary
*Aaron Sarfatti    Chief Strategy Officer
*Stephen Scanlon    Signatory Officer
*Samuel Schwartz    Signatory Officer
*Stephanie Shields    Signatory Officer


*Joseph M. Spagnuolo    Signatory Officer
*Gina Tyler    Chief Communications Officer
*Constance Weaver    Chief Marketing Officer
*Stephanie Withers    Chief Auditor
*Yun (“Julia”) Zhang    Treasurer


ITEM 29. Persons Controlled by or Under Common Control with the Depositor or Registrant

Variable Account AA (the “Variable Account”) is a variable account of Equitable Financial Life Insurance Company of America. Equitable Financial Life Insurance Company of America, an Arizona stock life insurance company, is an indirect wholly owned subsidiary of Equitable Holdings, Inc. (the “Holding Company”).

Set forth below is the subsidiary chart for the Holding Company:

Equitable Holdings, Inc.—Subsidiary Organization Chart: Q4-2023 is incorporated herein by reference to Registration Statement (File No. 333-229766) on Form N-4 filed on February 7, 2024.

ITEM 30. Indemnification

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

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification for such liabilities (other than the payment by the Registrant of expense incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will (unless in the opinion of its counsel the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


ITEM 31. PRINCIPAL UNDERWRITERS

 

(a)

Equitable Advisors, LLC and Equitable Distributors, LLC are the principal underwriters for:

 

  (i)

Separate Account No. 49, Separate Account No. 70, Separate Account A, Separate Account FP, Separate Account I and Separate Account No. 45 of Equitable Financial

 

  (ii)

Separate Account No. 49B of Equitable Colorado

 

  (iii)

EQ Advisors Trust

 

  (iv)

Variable Account AA, Equitable America Variable Account A, Equitable America Variable Account K, Equitable America Variable Account L, and Equitable America Variable Account 70A.

 

(b)

Equitable Advisors is the principal underwriter of Equitable Financial’s Separate Account No. 301.

 

(c)

Set forth below is certain information regarding the directors and principal officers of Equitable Advisors, LLC and Equitable Distributors, LLC:

EQUITABLE ADVISORS, LLC

 

NAME AND PRINCIPAL
BUSINESS ADDRESS

  

POSITIONS AND OFFICES WITH UNDERWRITER

*David Karr    Director, Chairman of the Board and Chief Executive Officer
*Nicholas B. Lane    Director
*Frank Massa    Director and President
*Aaron Sarfatti    Director
*Ralph E. Browning, II    Chief Privacy Officer
*Mary Jean Bonadonna    Chief Risk Officer
*Patricia Boylan    Broker Dealer Chief Compliance Officer
*Yun (“Julia”) Zhang    Director, Senior Vice President and Treasurer
*Nia Dalley    Vice President and Chief Conflicts Officer
*Brett Esselburn    Vice President, Investment Sales and Financial Planning
*Gina Jones    Vice President and Financial Crime Officer
*Tracy Zimmerer    Vice President, Principal Operations Officer
*Page Pennell    Vice President
*Sean Donovan    Assistant Vice President
*Alan Gradzki    Assistant Vice President
*Janie Smith    Assistant Vice President
*James Mellin    Chief Sales Officer


*Candace Scappator    Assistant Vice President, Controller and Principal Financial Officer
*Prabha (“Mary”) Ng    Chief Information Security Officer
*Alfred Ayensu-Ghartey    Vice President
*Joshua Katz    Vice President
*Christopher LaRussa    Investment Advisor Chief Compliance Officer
*Christian Cannon    Vice President and General Counsel
*Samuel Schwartz    Vice President
*Dennis Sullivan    Vice President
* Michael Cole    Vice President and Assistant Treasurer
*Constance (Connie) Weaver    Vice President
*Michael Brudoley    Secretary
*Christine Medy    Assistant Secretary
*Francesca Divone    Assistant Secretary

EQUITABLE DISTRIBUTORS, LLC

 

NAME AND PRINCIPAL
BUSINESS ADDRESS

  

POSITIONS AND OFFICES WITH UNDERWRITER

*Nicholas B. Lane    Director, Chairman of the Board, President and Chief Executive Officer
*Jessica Baehr    Director, Executive Vice President and Head of Group Retirement
*Hector Martinez    Director, Executive Vice President and Head of Life Business
*Eric Brown    Senior Vice President
*James Crimmins    Senior Vice President
*James Daniello    Senior Vice President
*Michael B. Healy    Senior Vice President
*Patrick Ferris    Senior Vice President
*Brett Ford    Senior Vice President
*Bernard Heffernon    Senior Vice President


*David Kahal    Senior Vice President
*Fred Makonnen    Senior Vice President
*Matthew Schirripa    Senior Vice President
*David Veale    Senior Vice President
*Arielle D’ Auguste    Vice President and General Counsel
*Alfred D’Urso    Vice President and Chief Compliance Officer
*Mark Teitelbaum    Senior Vice President
*Candace Scappator    Vice President, Chief Financial Officer, Principal Financial Officer and Principal Operations Officer
*Gina Jones    Vice President and Financial Crime Officer
*Yun (“Julia”) Zhang    Senior Vice President and Treasurer
*Francesca Divone    Secretary
*Richard Frink    Senior Vice President
*Michael J. Gass    Vice President
*Kathi Gopie    Vice President
*Timothy Jaeger    Vice President
*Jeremy Kachejian    Vice President
*Laird Johnson    Vice President
*Enrico Mossa    Assistant Vice President
*James C. Pazareskis    Assistant Vice President
*Caitlin Schirripa    Assistant Vice President
*Samuel Schwartz    Vice President
*Greg Seavey    Vice President
* Michael Cole    Assistant Treasurer
*Stephen Scanlon    Director, Executive Vice President and Head of Individual Retirement
*Prabha (“Mary”) Ng    Senior Vice President and Chief Information Security Officer
*Michael Brudoley    Assistant Secretary
*Christine Medy    Assistant Secretary

* Principal Business Address:

1345 Avenue of the Americas

NY, NY 10105


(d)

 

Name of Principal Underwriter

   Net Underwriting
Discounts
   Compensation on
Redemption
     Brokerage
Commission
     Other
Compensation
 

Equitable Advisors, LLC

   N/A    $ 0      $ 0      $ 0  

Equitable Distributors, LLC

   N/A    $ 0      $ 0      $ 0  


ITEM 32. Location of Accounts and Records

Not applicable. Currently there are no Contract owners of the contracts offered by the Registrant under this Registration

Statement.

ITEM 33. Management Services

Not applicable.

ITEM 34. Fee Representation

The Depositor represents that the fees and charges deducted under the contracts described in this Registration Statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Depositor under the respective contracts.

The Registrant hereby represents that it is relying on the November 28, 1988 no-action letter (Ref. No. IP-6-88) relating to variable annuity contracts offered as funding vehicles for retirement plans meeting the requirements of Section 403(b) of the Internal Revenue Code. Registrant further represents that it will comply with the provisions of paragraphs (1)-(4) of that letter.

The Registrant hereby further represents that it is relying upon Rule 6c-7 of the Investment Company Act of 1940 (the “1940 Act”) in claiming an exemption from certain provisions of Sections 22(e) and 27 of the 1940 Act for registered separate accounts offering variable annuity contracts to participants in the Texas Optional Retirement program. Further, the Company has or will comply with Rule 6c-7(a)-(d) of the 1940 Act with respect to Texas Optional Retirement Program participants.


SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Registration Statement, and has duly caused this Registration Statement to be signed on its behalf, by the undersigned, duly authorized, in the City and State of New York on the 19th day of April, 2024.

 

Variable Account AA
  (Registrant)
Equitable Financial Life Insurance Company of America
  (Depositor)
By   /s/ Alfred Ayensu-Ghartey
  Alfred Ayensu-Ghartey
  Vice President and Associate General Counsel


SIGNATURES

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

 

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

 

Francis Hondal    Mark Pearson    Charles G. T. Stonehill   
Daniel G. Kaye    Bertram Scott    Arlene Issacs-Lowe   
Joan Lamm-Tennant    George Stansfield    Craig MacKay   

 

*By:   /s/ Alfred Ayensu-Ghartey
  Alfred Ayensu-Ghartey
  Attorney-in-Fact
  April 19, 2024

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

TWELFTH AMENDMENT TO GENERAL AGENT SALES AGREEMENT,

ASSUMPTION REINSURANCE AGREEMENT BETWEEN EQUITABLE FINANCIAL LIFE INSURANCE

OPINION AND CONSENT OF ALFRED AYENSU-GHARTEY

CONSENT OF PRICEWATERHOUSECOOPERS LLP

POWERS OF ATTORNEY

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