Form 485BPOS Variable Account AA
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E-mailFiled with the Securities and Exchange Commission on April 22, 2025.
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. 3
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 |
☒ |
AMENDMENT NO. 47
(EXACT NAME OF REGISTERED SEPARATE ACCOUNT)
EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA
(NAME OF INSURANCE COMPANY)
8501 IBM Drive, Suite 150, Charlotte, NC 28262-4333
(Address of Insurance Company’s Principal Executive Offices)
Insurance Company’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) |
| ☒ | on May 1, 2025 pursuant to paragraph (b) |
| ☐ | 60 days after filing pursuant to paragraph (a)(l) |
| ☐ | on (date) pursuant to paragraph (a)(l) of Rule 485 under the Securities Act of 1933 (“Securities Act”) |
If appropriate, check the following box:
| ☐ | this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Check each box that appropriately characterizes the Registrant:
| ☐ | New Registrant (as applicable, a Registered Separate Account or Insurance Company that has not filed a Securities Act registration statement or amendment thereto within 3 years preceding this filing) |
| ☐ | Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”)) |
| ☐ | If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act |
| ☐ | Insurance Company relying on Rule 12h-7 under the Exchange Act |
| ☐ | Smaller reporting company (as defined by Rule 12b-2 under the Exchange Act) |
Variable Immediate Annuity
A combination variable and fixed immediate annuity contract
Prospectus dated May 1, 2025
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 byor . 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.
Equitable Financial Life Insurance Company of America
Equitable Financial Life Insurance Company
(the “Company”, “we”, “our” and “us”)
The contract is a complex investment and involves risk, including potential loss of principal. The contract is not a short-term investment and is not appropriate for an investor who needs ready access to cash. Withdrawals could result in taxes and tax penalties. All guarantees are subject to our financial strength and claims paying ability.
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 contract may not currently be available in all states. In addition, certain features described in this prospectus may vary in your state. For a state-by-state description of all material variations to this contract, see the Appendix: ”State contract availability and/or variations of certain features and benefits” later in this prospectus. 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 “Investment options 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) | ||
#860413 |
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
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| Possible fees on access to annuity unit value |
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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.
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Appendices | ||||||||
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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
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
SAI —
Statement of Additional Information.
SEC —
Securities and Exchange Commission.
Portfolio —
See below.
Variable Investment Option
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.
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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 investment option see Appendix: “Investment options 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.
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Important information you should consider about the contract
FEES AND EXPENSES | ||||||||||
| Are there Charges or Adjusments for Early Withdrawals? |
No. For additional information about transaction charges see “Charges and expenses” in the Prospectus. |
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| Are There Transaction Charges? |
Yes. For additional information about transaction charges see “Charges and expenses” in the Prospectus. |
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| Are There Ongoing Fees and Expenses? |
Yes. each year each year |
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Annual Fee |
Minimum |
Maximum |
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| Base Contract (1) |
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| Portfolio Company fees and expenses (2) |
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| (1) (2) 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, |
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| Lowest Annual Cost $ |
Highest Annual Cost $ |
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| 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 |
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| For additional information about ongoing fees and expenses see “Fee table” in the Prospectus. |
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RISKS | ||||||||||
| Is There a Risk of Loss From Poor Performance? |
Yes. For additional information about the risk of loss see “Principal risks of investing in the contract” in the Prospectus. |
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| Is this a Short-Term Investment? |
No. For additional information about the investment profile of the contract see “Fee table” in the Prospectus. |
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RISKS | ||||||||||
| What are the Risks Associated with the 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” as well as, “Risks associated with the variable investment options” in “Principal Risks of investing in the contract” in the Prospectus. See also Appendix “Investment options available under the contract” in the Prospectus. |
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| What are the Risks Related to the Insurance Company? |
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. |
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RESTRICTIONS | ||||||||||
Are There Restrictions on the Investment Options? |
Yes. 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. |
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TAXES | ||||||||||
| What Are the Contract’s 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. |
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CONFLICTS OF INTEREST | ||||||||||
| How Are Investment Professionals Compensated? |
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. |
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| Should I Exchange My Contract? |
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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 (as a percentage of purchase payments) |
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Withdrawal Charge (as a percentage of contributions withdrawn) |
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Transfer Fee (1) |
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Administrative Expense Charge (2) |
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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 |
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| Base Contract Expenses (as a percentage of daily net assets in the variable investment options) | |
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. Expenses shown may change over time and may be higher or lower in the future. A complete list of Portfolios available under the contract, including their annual expenses, may be found at the back of this
document
. See “Appendix: Investment options available under the contract.” Annual Portfolio Expenses |
Minimum |
Maximum | ||
12b-1 fees, service fees, and other expenses)* |
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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, subject to our financial strength and claims-paying ability.
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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.
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1.
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. We may, at any time, exercise our rights to change, limit or amend the number of investment options or to close a variable investment option to new contributions or transfers.
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. Contract value allocated to one of the variable investment options will vary based on the investment performance of the underlying Portfolio in which the variable investment option invests. There is a risk of loss of the entire amount invested. 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: “Invesment options 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. See also Appendix “Investment options available under the contract” for more information. 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: “Invesment options 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
12
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.
13
2.
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: |
| • | Life annuity with period certain: |
| • | Joint and survivor life annuity: |
| • | Joint and survivor life annuity with period certain: |
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.
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
.
Insurance Company Risk.
Choice of Annuity Option.
Allocation Restrictions.
No Surrender or Withdrawals.
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
.
Not a Short-Term Investment
.
Risk of Loss.
Contract Changes Risk
We may, at any time, exercise our rights to limit or terminate your contributions, allocations and transfers to any of the variable investment options. We reserve the right, subject to compliance with laws that apply, to remove variable investment options from the Separate Account, to combine any two or more variable investment options, to restrict or eliminate any voting rights as to the Separate Account, to limit or terminate contributions or transfers into any of the variable investment options, and to limit the number of variable investment options you may select.
You should evaluate whether our ability to make the changes described above, and your ability to react to such changes, are appropriate based on your investment goals. When such changes occur, you should also evaluate whether those changes are appropriate based on your investment goals and, if not, you should evaluate your options under the Contract, which may be limited and may have negative consequences associated with them, as described in this section.
Availability by Financial Intermediary
The availability of the optional benefits described in this Prospectus may vary by financial intermediary (e.g., selling broker-dealer firm). For example, a firm may choose not to recommend certain optional benefits that are described in this Prospectus. Only those optional benefits available through your firm will be available under your contract. Before you purchase the contract, you should ask your financial professional for details about the specific optional benefits available through their firm. If a particular feature that interests you is not recommended through your broker-dealer, you may want to contact another broker-dealer or us to explore its availability.
Business disruption, cybersecurity, and artificial intelligence (“AI”) technologies risks
We rely heavily on technology, including interconnected computer systems and data storage networks and digital communications, to conduct our business. Because our business is highly dependent upon the effective operation of our computer systems and those of our service providers and other 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. Cyberattacks may be systemic (e.g., affecting the internet, cloud services, or other infrastructure) or targeted (e.g., failures in or breach of our systems or those of third parties on whom we rely, including ransomware and malware attacks). Cybersecurity risks include, among other things, the loss, theft, misuse, corruption and destruction of data maintained online or digitally, interference with or denial of service, attacks on our websites (or the websites of third parties on whom we rely), other operational disruption and unauthorized release, use or abuse of confidential customer information. The risk of cyberattacks may be higher during periods of geopolitical turmoil. Due to the increasing sophistication of cyberattacks, a cybersecurity breach could occur and persist for an extended period of time without detection. 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 and interfere with our ability to process contract transactions and calculate account values. Systems failures and cyberattacks may also interfere with our processing of contract transactions, including the processing of orders from our website or with the underlying funds, impact our ability to calculate account values and unit values and/or the underlying funds to be unable to calculate share values, cause the release or possible destruction of confidential customer and/or business information, impede order processing or cause other operational issues, subject us and/or our service providers and intermediaries to regulatory fines, litigation and financial losses and/or cause
reputational damage. Cybersecurity risks may also impact the issuers of securities in which the underlying funds invest, which may cause the underlying funds to lose value. The preventative actions we take to reduce the frequency and severity of cybersecurity incidents and protect our computer systems may be insufficient to prevent a cybersecurity breach from impacting our operations or your contract value. There can be no assurance that we or the underlying funds or our service providers and intermediaries will be able to avoid cybersecurity breaches affecting your contract.
The development and deployment of AI tools and technologies, including generative AI, and its use and anticipated use by us or by third parties on whom we rely, may increase our existing operational risks or create new operational risks that we are not currently anticipating. AI and generative AI may be misused by us or by third parties upon which we rely, and that risk is increased by the relative newness of the technology, the speed at which it is being adopted, and the uncertain and evolving policy and regulatory landscape governing its use. Such misuse could expose us to legal or regulatory risk. Because the generative AI technology is so new, many of the potential risks of generative AI are currently unknowable. The development and deployment of AI tools and technologies, including generative AI, and its use and anticipated use by us or by third parties on whom we rely, may increase our existing operational risks or create new operational risks that we are not currently anticipating. AI and generative AI may be misused by us or by third parties upon which we rely, and that risk is increased by the relative newness of the technology, the speed at which it is being adopted, and the uncertain and evolving policy and regulatory landscape governing its use. Such misuse could expose us to legal or regulatory risk. Because the generative AI technology is so new, many of the potential risks of generative AI are currently unknowable.
In addition, we are also exposed to risks related to natural and man-made disasters, including, but not limited to, the occurrence of any storms, fires, floods, earthquakes, public health crises, malicious acts, and terrorist acts or any other event, which could adversely affect our ability to conduct business. A natural or man-made disaster, including a pandemic such as COVID-19, could result 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, which could likewise result in interruptions in our service. This could interfere with our processing of contract transactions, including processing orders from owners and orders with the underlying funds, impact our ability to calculate contract value, or have other adverse impacts on our operations. These events may also negatively affect the our service providers and intermediaries, the underlying funds and issuers of securities in which the underlying funds invest, which may cause the funds underlying your contract to lose value. There can be no assurance that we or the underlying funds or our service providers and intermediaries will be able to avoid negative impacts associated with natural and man-made disasters.
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4.
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.
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 591
⁄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, all payments must be nonincreasing except as otherwise permitted under the Code. 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 73 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 591
⁄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.
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6.
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 “Investment Options available under the contract”. More information about the Investment Options is available in the prospectuses for the Investment Options, 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 of the Separate Account, as well as the financial statements and financial statement schedules of
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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, 2024) received additional payments. These additional payments ranged from $3,126.06 to $7,644,442.98. 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, Ameriprise Financial Services, LLC, Aretec Group Inc., Atria Wealth Solutions, Ausdal Financial Partners, Inc., Cambridge Investment Research, Capital Investment Group Inc., Centaurus Financial, Inc., Chase Insurance Agency, Inc., Citigroup Global Markets, Inc., Citizens Investment Services, Commonwealth Financial Network, Copper Financial Network, LLC, DPL Financial Partners, Equity Services Inc., Farmers Financial Solution LLC, First Horizon Advisors, Inc., Geneos Wealth Management Inc., Gradient Securities, LLC, Halo Securities LLC, Harbour Investments, Inc., Independent Financial Group LLC, J.W. Cole Financial, Inc., Janney Montgomery Scott LLC, Kestra Investment Services LLC, Key Investment Services LLC, Kovack Securities Inc., Lincoln Financial Advisors Corp., Lincoln Financial Securities Corp., Lincoln Investment Planning, Lion Street Financial LLC, LPL Financial Corporation, Madison Avenue Securities, LLC, MML Investors Services, LLC, Morgan Stanley Smith Barney, Mutual of Omaha Investor Services Inc., OneAmerica Securities Inc., Osaic Inc. (The Advisor Group (AIG)), Park Avenue Securities, LLC, PlanMember Securities Corp., PNC Investments, LLC, Primerica Financial Services, Inc., Principal Securities, Inc., Pruco Securities, LLC, Raymond James & Associates Inc., RBC Capital Markets Corporation, Santander Securities Corporation, The Huntington Investment Company, The Leaders Group, Inc., The Wentworth Group, LLC, TransAmerica Financial Advisors, U.S. Bancorp Advisors, LLC, U.S. Bancorp Investments, Inc., Valmark Securities Inc., Voya Financial Advisors, Inc., Wells Fargo Advisors, LLC.
28
Appendix: Investment options available under the contract
(a) Variable investment options
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 12/31/2024) |
|||||||||||||||
1 year |
5 year |
10 year |
||||||||||||||||
% |
% |
% |
% | |||||||||||||||
%^ |
% |
% |
% | |||||||||||||||
Brandywine Global Investment Management, LLC, Loomis, Sayles & Company, L.P |
%^ |
- |
% |
% |
% | |||||||||||||
%^ |
% |
% |
% | |||||||||||||||
%^ |
% |
% |
% | |||||||||||||||
%^ |
% |
% |
% | |||||||||||||||
† EIMG |
% |
% |
% |
% | ||||||||||||||
† EIMG |
% |
% |
% |
% | ||||||||||||||
* — EIMG |
% |
% |
% |
% | ||||||||||||||
AllianceBernstein L.P., Pacific Investment Management Company LLC |
% |
% |
- |
% |
% | |||||||||||||
% |
% |
% |
% | |||||||||||||||
^ |
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. |
* |
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. |
(b) Fixed investment options
The following is a list of Fixed investment options currently available under the contract. We may change the features of the Fixed investment options listed below, offer new Fixed investment options, and terminate existing Fixed investment options. We will provide you with written notice before doing so.
Name |
Term |
Minimum Guaranteed Rate of Interest | ||
Fixed income annuity option funded by our general account |
N/A |
1.00% |
For more information, please see “Fixed income annuity option” under “Purchasing the Contract” in the prospectus.
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, 2024. 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, 2025, 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 12/12/24 (Original Issue) |
||||
(1) Premium applied* |
$ |
100,000 |
||
(2) Initial monthly payment on 1/12/25 |
$ |
800 |
||
(3) EQ/Common Stock Index option annuity unit value (12/12/24) |
$ |
10.00 |
||
(4) Number of EQ/Common Stock Index variable annuity units: (2)/(3) |
80 |
|||
As of 12/11/25 (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 (12/11/25) |
$ |
11.25 |
||
(6) EQ/International Equity Index option annuity unit value (12/11/25) |
$ |
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 12/11/25 (benefit payment based on annuity units owned in October 2025) |
||||
(9) Average EQ/Common Stock Index option annuity unit value (October 2025) |
$ |
10.50 |
||
(10) Monthly payment under EQ/Common Stock Index option on 12/11/24: (4) x (9) |
$ |
840 |
||
As of 1/11/26 (benefit payment based on annuity units owned in November 2025) |
||||
(11) Average EQ/Common Stock Index option annuity unit value (November 2025) |
$ |
11.25 |
||
(12) Monthly payment under EQ/Common Stock Index option on 1/16/26: (4) x (11) |
$ |
900 |
||
As of 2/11/26 (benefit payment based on annuity units owned in December 2025) |
||||
(13) Average EQ/Common Stock Index option annuity unit value (December 2025) |
$ |
11.50 |
||
(14) Average EQ/International Equity Index option annuity unit value (December 2025) |
$ |
11.00 |
||
(15) Monthly payment under EQ/Common Stock Index option on 2/11/26: (8) x (13) |
$ |
552 |
||
(16) Monthly payment under EQ/International Equity Index option on 2/11/26: (7) x (14) |
$ |
396 |
||
(17) Total monthly payment on 2/11/26: (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, 2025, 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.
Reports and other information about Equitable Financial Life Insurance Company of America and Variable Account AA and Equitable Financial Life Insurance Company and Separate Account A are available on the SEC’s website at http://www.sec.gov, and copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following email address: [email protected].
Class/Contract Identifier: C000024804 (EFLOA)
Class/Contract Identifier: C000024804 (EFLIC)
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, 2025
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, 2025. 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 31⁄2% 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 31⁄2%. |
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
| #843587 | ||
| 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 (i) financial statements of each of the variable investment options of Variable Account AA as of December 31, 2024 and for each of the periods indicated therein and the (ii) consolidated financial statements and financial statement schedules of Equitable Financial Life Insurance Company of America as of December 31, 2024 and 2023 and for each of the three years in the period ended December 31, 2024 incorporated by reference to the filed Form N-VPFS (for Variable Account AA) and Form N-VPFS (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 of America as permitted by the applicable SEC independence rules, and as disclosed in Equitable Financial Life Insurance Company of America’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, including 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, including Variable Account AA, $431,685,051 in 2024, $295,713,271 in 2023, and $128,020,090 in 2022. Of these amounts, Equitable Advisors retained $218,683,849, $134,463,331, and $53,750,680, respectively.
Under a distribution agreement between Equitable Distributors, the Company and certain of the Company’s separate accounts, including Variable Account AA, the Company paid Equitable Distributors, distribution fees of $400,080,340 in 2024, $281,932,594 in 2023, and $41,028,502 in 2022, as the distributor of certain contracts, including these contracts, and as the principal underwriter of several Company separate accounts, including Variable Account AA. Of these amounts, for each of these three years, Equitable Distributors retained $49,282, $19,523, and $6,094, 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.
2
PART C
OTHER INFORMATION
| ITEM 27. | EXHIBITS |
| (a) | Board of Directors Resolutions. |
| (b) | Custodian Agreements. Not applicable. |
| (c) | Underwriting Contracts |
| 1. |
| (a) |
| (b) |
| 2. |
| 3. |
| 4. |
| (a) |
| (b) |
| (c) |
| (d) |
| (e) |
| (f) |
| (g) |
| (h) |
| (i) |
| (j) |
| (k) |
| (l) |
| 5. |
| 6. |
| (a) |
| (d) | Contracts. |
| 1. |
| 2. |
| (e) | Applications. |
| 1. |
| (f) | Insurance Company’s Certificate of Incorporation and By-Laws. |
| 1. |
| 2. |
| (a) |
| (g) | Reinsurance Contracts. |
| 1. |
| (h) | Participation Agreements. |
| (1) |
| (1)(a) |
| (a)(i) |
| (a)(ii) |
| (a)(iii) |
| (a)(iv) |
| (a)(v) |
| (a)(vi) |
| (a)(vii) |
| (a)(viii) |
| (a)(ix) |
| (a)(x) |
| (a)(xi) |
| (a)(xii) |
| (a)(xiii) |
| (a)(xiv) |
| (a)(xv) |
| (a)(xvi) |
| (a)(xvii) |
| (a)(xviii) |
| (a)(xix) |
| (a)(xx) |
| (a)(xxi) |
| (a)(xxii) |
| (a)(xxiii) |
| (a)(xxiv) |
| (i) | Administrative Contracts. |
| 1. |
| (j) | Other Material Contracts. Not applicable. |
| (k) | Legal Opinion. |
| 1. |
| (l) | Other Opinions. |
| 1. | Consent of Independent Registered Public Accounting Firm, filed herewith. |
| (m) | Omitted Financial Statements. Not applicable. |
| (n) | Initial Capital Agreements. Not applicable. |
| (o) |
| (p) |
| (q) | Letter Regarding Change in Certifying Accountant. Not applicable. |
| (r) | Historical Current Limits on Index Gains. Not applicable. |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
ITEM 28. DIRECTORS AND OFFICERS OF THE INSURANCE COMPANY
* The business address for all officers and directors of the Insurance Company is 8501 IBM Drive, Suite 150, Charlotte, NC 28262-4333.
| NAME AND PRINCIPAL BUSINESS ADDRESS |
POSITIONS AND OFFICES WITH THE INSURANCE COMPANY | |
| DIRECTORS | ||
| Douglas A. Dachille | Director | |
| Legacy Liability Solutions, LLC | ||
| 161 N. Clark Street | ||
| Chicago, IL 60602 | ||
| 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 | ||
| 525 Park Avenue, 8D | ||
| New York, New York 10065 | ||
| 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 | |
| *Erik Bass | Signatory Officer and Chief Strategy Officer | |
| *Mary Jean Bonadonna | Signatory Officer | |
| *Nicholas Chan | Deputy Treasurer | |
| *Eric Colby | Signatory Officer | |
| *Glen Gardner | Chief Investment Officer | |
| *Kenneth Kozlowski | Signatory Officer | |
| *Carol Macaluso | 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 | |
| *Shelby Hollister-Share | Signatory Officer | |
| *Manuel Prendes | Signatory Officer | |
| *Stephen Scanlon | Signatory Officer | |
| *Samuel Schwartz | Signatory Officer | |
| *Stephanie Shields | Signatory Officer | |
| *Joseph M. Spagnuolo | Signatory Officer | |
| *Qi Ning (“Peter”) Tian | Treasurer | |
| *Gina Tyler | Chief Communications Officer | |
| *Constance Weaver | Chief Marketing Officer | |
| *Xu (“Vincent”) Xuan | Chief Actuary | |
| *Yun (“Julia”) Zhang | Chief Risk Officer | |
ITEM 29. Persons Controlled by or Under Common Control with the Insurance Company or the Registered Separate Account
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:
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 the Company are insured under policies issued by X.L. Insurance Company, Arch Insurance Company, Endurance Specialty Insurance Company, U.S. Specialty Insurance, ACE, Chubb Insurance Company, AXIS Insurance Company, Zurich Insurance Company, AWAC (Allied World Assurance Company Ltd.), Aspen Bermuda XS, CNA, AIG, Nationwide, Berkley, Berkshire, SOMPO, Chubb, Markel, Ascot, Bowhead, and Westfield. 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 | |
| *Yun (“Julia”) Zhang | Director | |
| *Ralph E. Browning, II | Chief Privacy Officer | |
| *Mary Jean Bonadonna | Chief Risk Officer | |
| *Patricia Boylan | Broker Dealer Chief Compliance Officer | |
| *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 | |
| *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 | |
| *Dustin Long | Vice President | |
| *Christopher LaRussa | Investment Advisor Chief Compliance Officer | |
| *Christian Cannon | Vice President and General Counsel | |
| Paul Scott Peterson | Vice President, Assistant Treasurer and Signatory Officer | |
| *Samuel Schwartz | Vice President | |
| *Dennis Sullivan | Vice President | |
| *Peter Tian | Senior Vice President, Treasurer and Signatory Officer | |
| *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 | |
| *Jim Kais | Director and Head of Group Retirement | |
| *Jason Brown | Deputy Chief Compliance Officer | |
| *Ursula Carty | Head of Commercial Line Marketing | |
| *Amy Feintuch | Head of Independent Relationships- Financial Protection | |
| *Steve Junge | National Sales Manager – 1290 Funds | |
| *James O’Connor | Head of Business Development and Key Accounts Group Retirement | |
| *David Kahal | Signatory Officer | |
| *Fred Makonnen | Signatory Officer | |
| *Arielle D’ Auguste | Signatory Officer and General Counsel | |
| *Alfred D’Urso | Signatory Officer and Chief Compliance Officer | |
| *Candace Scappator | Signatory Officer, Chief Financial Officer, Principal Financial Officer and Principal Operations Officer | |
| *Gina Jones | Signatory Officer and Financial Crime Officer | |
| *Yun (“Julia”) Zhang | Signatory Officer and Chief Risk Officer | |
| *Francesca Divone | Secretary | |
| *Stephen Scanlon | Director, Head of Individual Retirement and Signatory Officer | |
| *Prabha ("Mary") Ng | Signatory Officer 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 31A. Information about Contracts with Index-Linked Options and Fixed Options Subject to a Contract Adjustment.
| (a) | For any Contract with Index-Linked Options and/or Fixed Options subject to a Contract Adjustment offered through this registration statement, provide the information required by the following table as of December 31 of the prior calendar year. Not applicable. |
| Name of the Contract |
Number of Contracts outstanding |
Total value attributable to the Index- Linked Option and/or Fixed Option subject to a Contract Adjustment |
Number of Contracts sold during the prior calendar year |
Gross premiums received during the prior calendar year |
Amount of Contract value redemmed during the prior year |
Combination Contract (Yes/No) |
||||||||||||||||||
| (b) | Not applicable. |
ITEM 32. Location of Accounts and Records
This information is omitted as it is provided in Registered Separate Account’s most recent report on Form N-CEN.
ITEM 33. Management Services
Not applicable.
ITEM 34. Fee Representation and Undertakings
| (a) | The Insurance Company represents that, with respect to the variable investment options, 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 Insurance Company under the respective Contracts. |
The Registered Separate Account 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. Registered Separate Account further represents that it will comply with the provisions of paragraphs (1)-(4) of that letter.
The Registered Separate Account 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.
| (b) | Not applicable. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under rule 485(b) under the Securities Act 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 22nd day of April, 2025.
| Variable Account AA | ||
| (Registered Separate Account) | ||
| By: | /s/ Alfred Ayensu-Ghartey | |
| Alfred Ayensu-Ghartey | ||
| Vice President and Associate General Counsel | ||
| Equitable Financial Life Insurance Company | ||
| (Insurance Company) | ||
| 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 | ||||
| Douglas A. Dachille |
| *By: | /s/ Alfred Ayensu-Ghartey | |
| Alfred Ayensu-Ghartey | ||
| Attorney-in-Fact | ||
| April 22, 2025 |
ATTACHMENTS / EXHIBITS
OPINION AND CONSENT OF ALFRED AYENSU-GHARTEY
CONSENT OF PRICEWATERHOUSECOOPERS LLP
FORM OF INITIAL SUMMARY PROSPECTUS
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
XBRL TAXONOMY EXTENSION LABEL LINKBASE
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