811-23911

 

UNDER

UNDER

 

 

(212) 554-1234

 

 

 

 

The Accumulator Series 11.0

 

A combination variable and fixed individual and group flexible premium deferred annuity contract

 

 

Equitable Financial Life and Annuity Company

Separate Account No. 49B

 

Equitable Financial Life Insurance Company

Separate Account No. 70

 

 

 

 

•

A nonqualified annuity (“NQ”) for after-tax contributions only.

•

An individual retirement annuity (“IRA”), either traditional IRA or Roth IRA.

•

Traditional and Roth Inherited IRA beneficiary continuation contract (“Inherited IRA”) (direct transfer and specified direct rollover contributions only).

•

An annuity that is an investment vehicle for a qualified plan (“QP”) (whether defined contribution or defined benefits; transfer contributions only).

 

The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal. 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

 

 

 

Definitions of key terms		4
Overview of the contract		7
Important information you should consider about the contract		9
Fee Table		12
The Company		15
How to reach us		16
1. Purchasing the Contract		18
How you can purchase and contribute to your contract		18
Owner and annuitant requirements		18
How you can make your contributions		19
What are your investment options under the contract?		20
Portfolios of the Trust		20
Fixed investment options		22
Allocating your contributions		22
Credits (for Series CP® contracts only)		24
Inherited IRA beneficiary continuation contract		26
Your right to cancel within a certain number of days		28
2. Benefits available under the contract		29
Summary of benefits		29
Guaranteed minimum death benefit and Guaranteed minimum income benefit base		31
Death Benefits		33
Guaranteed minimum death benefits		33
Payment of death benefit		36
Your beneficiary and payment of benefit		36
Non-spousal joint owner contract continuation		37
Spousal continuation		38
Beneficiary continuation option		39
Living benefits		41
Guaranteed minimum income benefit		41
Guaranteed withdrawal benefit for life		48
How withdrawals affect your Guaranteed benefits		54
Guaranteed benefit offers		55
Other benefits		56
Dollar cost averaging		56
Rebalancing your account value		58

 

 

3. Principal risks of investing in the contract		59
Risks associated with variable investment options		59
Insurance company risk		59
Possible fees on access to account value		59
Possible adverse tax consequences		59
Not a short term investment		59
Optional Benefits		59
Contract changes risk		59
Series CP® Contracts		60
Limitations on access to cash value through withdrawals		60
Risk of loss		60
Availability by financial intermediary		60
Business disruption, cybersecurity, and artificial intelligence (“AI”) technologies risks		60
4. Determining your contract’s value		62
Your account value and cash value		62
Your contract’s value in the variable investment options		62
Your contract’s value in the guaranteed interest option		62
Your contract’s value in the account for special dollar cost averaging		62
Effect of your account value falling to zero		62
Termination of your contract		63
5. Transferring your money among investment options		64
Transferring your account value		64
Disruptive transfer activity		65
6. Accessing your money		67
Withdrawing your account value		67
How withdrawals are taken from your account value		71
Withdrawals treated as surrenders		71
Surrendering your contract to receive its cash value		71
When to expect payments		71
Signature guarantee		72
Your annuity payout options		72
7. Charges and expenses		75
Charges that the Company deducts		75
Charges that the Trust deducts		79
Group or sponsored arrangements		80
Other distribution arrangements		80
8. Tax information		81
Overview		81
Contracts that fund a retirement arrangement		81
Transfers among investment options		81

Taxation of nonqualified annuities		81
Individual retirement arrangements (IRAs)		84
Traditional individual retirement annuities (traditional IRAs)		85
Roth individual retirement annuities (Roth IRAs)		90
Tax withholding and information reporting		93
Special rules for contracts funding qualified plans		94
Impact of taxes to the Company		94
9. More information		95
About the Separate Account		95
About the Trust		95
About the general account		96
About other methods of payment		96
Dates and prices at which contract events occur		96
About your voting rights		97
Misstatement of age		98
Statutory compliance		98
About legal proceedings		98
Financial statements		98
Transfers of ownership, collateral assignments, loans and borrowing		98
About Custodial IRAs		99
How divorce may affect your guaranteed benefits		99
How divorce may affect your Joint life GWBL		99
Distribution of the contracts		99
Appendices
Investment options available under the contract		102
Purchase considerations for QP contracts		105
Guaranteed benefit base examples		107
Hypothetical illustrations		109
Earnings enhancement benefit example		114
Rules regarding contributions to your contract		115
Formula for asset transfer program for Guaranteed minimum income benefit		118
State contract availability and/or variations of certain features and benefits		122
Contract variations		132

 

Definitions of key terms

 

 

 

 

 

 

 

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The Annual Roll-up rate is the rate used to calculate the Annual withdrawal amount. It is also used to calculate amounts credited to your Roll-up benefit base once you take a withdrawal from your contract.

•

The Deferral Roll-up rate is used to calculate amounts credited to your Roll-up benefit base before you take your first withdrawal from your contract.

•

Special dollar cost averaging — Our “Special dollar cost averaging program” allows for the systematic transfers

of amounts in the account for special dollar cost averaging into the variable investment options and the guaranteed interest option. The account for special dollar cost averaging is part of our general account. This program is only available with Series B and Series L contracts.

•

Special money market dollar cost averaging — Our “Special money market dollar cost averaging program” allows for the systematic transfers of amounts in the account for special money market dollar cost averaging into the variable investment options and the guaranteed interest option. This program is only available with Series CP ® and Series C contracts.

 

To make this Prospectus easier to read, we sometimes use different words than in the contract or supplemental materials. This is illustrated below. Although we use different words, they have the same meaning in this Prospectus as in the contract or supplemental materials. Your financial professional can provide further explanation about your contract or supplemental materials.

 

 

Overview of the contract

 

 

 

•

variable investment options (with restrictions depending on GMIB selection);

•

Guaranteed interest option; and

•

the account for dollar cost averaging.

 

 

Important information you should consider about the contract

 

 

 

 

 

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Equitable Colorado is a Colorado stock life insurance corporation organized in 1984 with an administrative office located at 8501 IBM Drive, Suite 150, 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 Colorado 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

 

Please communicate with us at the mailing addresses listed below for the purposes described. You can also use our Equitable Client portal to access information about your account and to complete certain requests through the internet. Certain methods of contacting us, such as by telephone or electronically, may be unavailable, delayed or discontinued. 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. In order to avoid delays in processing, please send your correspondence and check to the appropriate location, as follows:

 

For correspondence with checks:

 

 

Retirement Service Solutions

P.O. Box 1424

Charlotte, NC 28201

 

 

Retirement Service Solutions

8501 IBM Dr, Ste 150-IR

Charlotte, NC 28262

 

For correspondence without checks:

 

 

Retirement Service Solutions

P.O. Box 1016

Charlotte, NC 28201

 

 

Retirement Service Solutions

8501 IBM Dr, Ste 150-IR

Charlotte, NC 28262

 

Your correspondence will be picked up at the mailing address noted above and delivered to our processing office. Your correspondence, however, is not considered received by us until it is received at our processing office. Where this Prospectus refers to the day when we receive a contribution, request, election, notice, transfer or any other transaction request from you, we mean the day on which that item (or the last thing necessary for us to process that item) arrives in complete and proper form at our processing office or via the appropriate telephone or fax number if the item is a type we accept by those means. There are two main exceptions: if the item arrives (1) on a day that is not a business day or (2) after the close of a business day, then, in each case, we are deemed to have received that item on the next business day. Our processing office is: 8501 IBM Dr, Ste 150-IR, Charlotte, NC 28262.

 

Reports we provide:

 

 

 

 

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

 

Equitable Client portal:

 

With your Equitable Client portal account you can expect:

 

 

 

 

 

 

Don’t forget to sign up for eDelivery!

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

 

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

 

We have established procedures to reasonably confirm that the instructions communicated by the internet are genuine. For example, we will require certain personal identification information before we will act on internet instructions and we will provide written confirmation of your transfers. If we do not employ reasonable procedures to confirm the genuineness of internet instructions, we may be liable for any losses arising out of any act or omission that constitutes negligence, lack of good faith, or willful misconduct. In light of our procedures, we will not be liable for following internet instructions we reasonably believe to be genuine.

 

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

 

Customer service representative:

 

You may also use our toll-free number to speak with one of our customer service representatives. Our

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customer service representatives are available on the following business days:

 

 

 

We generally require that the following types of communications be on specific forms we provide for that purpose (and submitted in the manner that the forms specify):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

We also have specific forms that we recommend you use for the following types of requests:

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

To cancel or change any of the following, we require written notification at least one calendar day prior to your contract date anniversary:

 

 

 

 

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

 

Signatures:

 

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

 

eDelivery:

 

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

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1.

How you can purchase and contribute to your contract

 

You may purchase a contract by making payments to us that we call “contributions.” We can refuse to accept any application or contribution from you at any time, including after you purchase the contract. We require a minimum contribution for each type of contract purchased. Maximum contribution limitations also apply. The tables in Appendix “Rules regarding contributions to your contract” summarize our current rules regarding contributions to your contract, which rules are subject to change. In some states our rules may vary. Both the owner and the annuitant named in the contract must meet the issue age requirements shown in the table, and rules for contributions are based on the age of the older of the original owner and annuitant. Additional contributions may not be permitted in your state. Please see Appendix “State contract availability and/or variations of certain features and benefits” to see if additional contributions are currently permitted in your state.

 

No contributions are accepted after the first contract year (other than QP contracts). Upon advance notice to you, we may exercise certain rights we have under the contract regarding contributions, including our rights to (i) change minimum and maximum contribution requirements and limitations, and (ii) discontinue acceptance of contributions. We may discontinue acceptance of contributions within the first year. Further, we may at any time exercise our rights to limit or terminate your contributions and transfers to any of the variable investment options and to limit the number of variable investment options which you may elect.

 

 

 

 

We may refuse to accept any contribution if the sum of all contributions under all Accumulator Series and Retirement Cornerstone Series contracts with the same owner or annuitant would then total more than $1,500,000 ($500,000 for owners or annuitants who are age 81 and older at contract issue). We may also refuse to accept any contribution if the sum of all contributions under all our annuity accumulation contracts with the same owner or annuitant would then total more than $2,500,000. We may waive these contribution limitations based on certain criteria, including benefits that have been elected, issue age, the total amount of contributions, variable investment option allocations and selling broker-dealer compensation. These contribution limitations may not be applicable in your state. Please see Appendix “State contract availability and/or variations of certain features and benefits”.

 

Subsequent contributions are not permitted after conversion to the Guaranteed withdrawal benefit for life (“GWBL”).

 

 

 

Owner and annuitant requirements

 

Under NQ contracts, the annuitant can be different from the owner. We do not permit partnerships or limited liability companies to be owners of the Series C contract. We also reserve the right to prohibit the availability of the Series C contract to other owners. A joint owner may also be named. Only natural persons can be joint owners. This means that an entity such as a corporation cannot be a joint owner.

 

Owners which are not individuals may be required to document their status to avoid 30% FATCA withholding from U.S.-source income.

 

For NQ contracts (with a single owner, joint owners, or a owner) we permit the naming of joint annuitants only when the contract is purchased through an exchange that is intended not to be taxable under Section 1035 of the Internal Revenue Code. In all cases, the joint annuitants must be spouses. In addition, a spouse may be added as a joint annuitant under a owner contract upon conversion to the GWBL with a Joint life option. See “Additional owner and annuitant requirements” under “Guaranteed withdrawal benefit for life (“GWBL”).”

 

Under all IRA contracts, the owner and annuitant must be the same person. In some cases, an IRA contract may be held in a custodial individual retirement account for the benefit of the individual annuitant. See “Inherited IRA beneficiary continuation contract” for Inherited IRA owner and annuitant requirements.

 

For the Spousal continuation feature to apply, the spouses must either be joint owners, or, for single owner contracts, the surviving spouse must be the sole primary beneficiary. The determination of spousal status is made under applicable state law. Certain civil union and domestic partners may not be eligible for tax benefits under federal law and in some circumstances will be required to take post-death distributions that dilute or eliminate the value of the contractual benefit.

 

Series CP and Series C contracts are not available for purchase by Charitable Remainder Trusts.

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In general, we will not permit a contract to be owned by a minor unless it is pursuant to the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act in your state.

 

Under QP contracts, the owner must be the qualified plan trust and the annuitant must be the plan participant/employee. See Appendix “Purchase considerations for QP contracts” for more information on QP contracts.

 

Certain benefits under your contract, as described in this Prospectus, are based on the age of the owner. If the owner of the contract is not a natural person, these benefits will be based on the age of the annuitant. Under QP contracts, all benefits are based on the age of the annuitant. In this Prospectus, when we use the terms and , we intend these to be references to and , respectively, if the contract has a owner. If the Guaranteed minimum income benefit (“GMIB”) converts to the GWBL, the terms owner and successor owner are intended to be references to annuitant and joint annuitant, respectively, if the contract has a owner. If the contract is jointly owned or is issued to a owner and the GWBL is not in effect, benefits are based on the age of the older joint owner or older joint annuitant, as applicable. There are additional owner and annuitant requirements if the GMIB converts to the GWBL. See “Guaranteed withdrawal benefit for life (“GWBL”)” in “Benefits available under the contract”.

 

 

 

If you are purchasing the contract to fund a charitable remainder trust and elect either the Highest Anniversary Value death benefit, a “Greater of” GMDB and/or the GMIB, which you may be able to convert to the GWBL as of the contract date anniversary following age 85, you should strongly consider “split-funding”: that is, the trust holds investments in addition to this contract. Charitable remainder trusts are required to take specific distributions. The charitable remainder trust annual withdrawal requirement may be equal to a percentage of the donated amount or a percentage of the current value of the donated amount. If your Accumulator Series contract is the only source for such distributions, the payments you need to take may significantly reduce the value of those guaranteed benefits. Such amount may be greater than the annual increase in the GMIB, and/or the Guaranteed minimum death benefit base and/or greater than the Guaranteed annual withdrawal amount under GWBL. See the discussion of these benefits in this section.

 

How you can make your contributions

 

Except as noted below, contributions must be by check drawn on a U.S. bank, in U.S. dollars, and made payable to the Company (for subsequent contributions please write your contract number on the check). We may also apply contributions made pursuant to an intended Section 1035 exchange or a direct transfer. We do not accept starter checks or travelers’ checks. All checks are subject to

our ability to collect the funds. We reserve the right to reject a payment if it is received in an unacceptable form.

 

If your contract is sold by a financial professional of Equitable Advisors, LLC (Equitable Financial Advisors in MI and TN), (“Equitable Advisors”), Equitable Advisors will direct us to hold your initial contribution, whether received via check or wire, in a bearing “Special Bank Account for the Exclusive Benefit of Customers” while Equitable Advisors ensures your application is complete and that suitability standards are met. Equitable Advisors will either complete this process or instruct us to return your contribution to you within the applicable Financial Industry Regulatory Authority (“FINRA”) time requirements. Upon timely and successful completion of this review, Equitable Advisors will instruct us to transfer your contribution into our bearing suspense account and transmit your application to us, so that we can consider your application for processing.

 

 

 

 

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 we require to issue your contract is missing or unclear, we will hold your contribution while we try to obtain this 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 contribution to you, unless you or your financial professional acting on your behalf, specifically direct us to keep your contribution until we receive the required information. The contribution will be applied as of the date we receive the missing information.

 

If your financial professional is with a selling broker-dealer other than Equitable Advisors, your initial contribution must generally be accompanied by a completed application and any other form we need to process the payments. If any information is missing or unclear, we will hold the contribution, whether received via check or wire, in a bearing suspense account while we try to obtain this 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 contribution to you unless

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you or your financial professional on your behalf, specifically direct us to keep your contribution until we receive the required information. The contribution will be applied as of the business day we receive the missing information.

 

What are your investment options under the contract?

 

The contract provides the following investment options: the variable investment options, the guaranteed interest option and the account for special dollar cost averaging (for Series B and Series L contracts) or the account for special money market dollar cost averaging (for Series CP and Series C contracts). The Portfolios shown in Appendix “Investment options available under the contract” list each variable investment option. This section describes the guaranteed interest option. “Benefits available under the contract” discusses dollar cost averaging in general, including the Special DCA programs.

 

Your investment options depend on whether you select Option A or Option B. If you elect Guaranteed minimum income benefit I — Asset Allocation (“GMIB I — Asset Allocation”), your contract will be restricted to Option A. If you elect Guaranteed minimum income benefit II — Custom Selection (“GMIB II — Custom Selection”) or if you do not elect a GMIB, you can choose either Option A — Asset Allocation or Option B — Custom Selection. For additional information, see “Allocating your contributions”.

 

 

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.

 

We may, at any time, exercise our rights to limit or terminate your contributions, allocations and transfers to any of the variable investment options and to limit the number of variable investment options which you may select.

 

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 Portfolios of EQ Advisors Trust (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 with respect to the Trust and is responsible for retaining or discontinuing the services of those sub-advisers.

 

Information regarding each of the currently available Portfolios, their type, their investment adviser(s) and/or subadviser(s), their current expenses, and their current performance is available in

an appendix to the prospectus. See Appendix “Investment 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 or visit www.equitable.com/ICSR#EQH148384.

 

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 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 management fees and administrative expenses, will reduce the underlying Portfolios’ investment returns. The Company 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 account value 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 contributions” 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

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(the “EQ volatility management strategy”) and, in addition, certain EQ Fund of Fund Portfolios may invest in affiliated Portfolios that utilize this strategy. The EQ volatility management strategy employs various volatility management techniques, such as the use of ETFs or futures and options, to reduce the Portfolio’s equity exposure during periods when certain market indicators indicate that market volatility is above specific thresholds set for the Portfolio. When market volatility is increasing above the specific thresholds set for a Portfolio utilizing the EQ volatility management strategy, the adviser of the Portfolio may reduce equity exposure. Although this strategy is intended to reduce the overall risk of investing in the Portfolio, it may not effectively protect the Portfolio from market declines and may increase its losses. Further, during such times, the Portfolio’s exposure to equity securities may be less than that of a traditional equity portfolio. This may limit the Portfolio’s participation in market gains and result in periods of underperformance, including those periods when the specified benchmark index is appreciating, but market volatility is high. It may also impact the value of certain guaranteed benefits, as discussed below.

 

 

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); investment option restrictions in connection with any guaranteed benefit that include these Portfolios; and the ATP are designed to reduce the overall volatility of your account value 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 account value 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

 

 

Whether or not you elected a guaranteed benefit that requires you to participate in the ATP, 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. 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:

 

 

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Fixed investment options

 

Information regarding each currently offered fixed option, including its name, its term and its minimum guaranteed interest rate is available in an appendix to the Prospectus. See Appendix “Investment options available under the contract.”

 

 

The guaranteed interest option is a fixed investment option that is part of our general account and pays interest at guaranteed rates. We discuss our general account under “More information”.

 

We credit interest daily to amounts in the guaranteed interest option. The minimum rate may vary depending on your contract issue date but it will be shown on the data page for your contract and will never be less than 1.0%. We set current interest rates periodically, based on our sole discretion and according to our procedures that we have in effect at the time. We reserve the right to change these procedures. All interest rates are effective annual rates, but before the deduction of annual administrative charges and any withdrawal charges (if applicable).

 

We assign an interest rate to each amount allocated to the guaranteed interest option. This rate is guaranteed for a specified period. Therefore, different interest rates may apply to different amounts in the guaranteed interest option.

 

Generally, contributions and transfers into and out of the guaranteed interest option are limited. See “Transferring your money among the investment options” for restrictions on transfers to and from the guaranteed interest option.

 

For contracts with GMIB (or for contracts that have converted to the GWBL), ATP transfers are not taken out of or allocated to the guaranteed interest option. Please see “Asset transfer program (“ATP”)”.

 

The account for special dollar cost averaging is a fixed investment option that is part of our general account. See “Special dollar cost averaging program” for more information.

 

Allocating your contributions

 

Your allocation alternatives and procedures depend on whether you select Option A — Asset Allocation or Option B — Custom Selection, which we describe in Appendix “Investment options available under the contract”. You must select either Option A — Asset Allocation or Option B — Custom Selection with your initial contribution. If you elect GMIB I — Asset Allocation, your contract is restricted to Option A. If you elect GMIB II — Custom Selection or if you don’t elect a GMIB, you can choose either Option A or Option B.

 

Subsequent contributions will be allocated according to the investment allocations on file. If you would like your subsequent contributions to be allocated differently, you must submit new allocation instructions on a form that we provide. We will not honor letters of instruction directing the allocation. If you submit new allocation instructions for subsequent contributions, those allocation instructions must

comply with the Option rules that are in effect at the time that you submit the new allocation instructions.

 

 

Under Option A, the Asset Allocation option, all of your account value must be allocated to one or more of the following options: (1) the EQ Strategic Allocation Portfolios as noted in Appendix “Investment options available under the contract”; (2) the EQ/AB Dynamic Moderate Growth Portfolio; (3) the guaranteed interest option; (4) the EQ/Money Market Portfolio; and (5) a Special DCA program.

 

Allocations must be in whole percentages, and you may change your allocations at any time. No more than 25% of any contribution may be allocated to the guaranteed interest option. The total of your allocations into all available investment options must equal 100%.

 

Special DCA programs are available in connection with Option A, and they are discussed in “Dollar cost averaging”.

 

You can rebalance your account value under Option A by submitting a request to rebalance your account value as of the date we receive your request, however, scheduled recurring rebalancing is not available. Therefore, any subsequent rebalancing transactions would require a subsequent rebalancing request. Your rebalance request must indicate the percentage you want rebalanced in each investment option (whole percentages only) and must comply with the limits regarding transfers into and out of the guaranteed interest option. You can rebalance only to the investment options available under Option A.

 

When we rebalance your account, we will transfer amounts among the investment options so that the percentage of your account value in each option at the end of the rebalancing date matches the most recent allocation instructions that we have on file. Rebalancing does not assure a profit or protect against loss, so you should periodically review your allocation percentages as your needs change. Amounts in the ATP Portfolio are excluded from rebalancing, however, a rebalancing request may trigger an off cycle ATP transfer if any amounts are moved out of the guaranteed interest option as a result of the rebalance. Please see “Asset transfer program (“ATP”)”.

 

 

Under Option B, the Custom Selection option, all of your account value must be allocated to: (1) the variable investment options according to the category and investment option limits described in Appendix “Investment options available under the contract”; or (2) a Special DCA program. The guaranteed interest option is not available under Option B.

 

If you do not elect a Special DCA program, all of your account value must be allocated among the investment options in the four categories as noted in Appendix “Investment options available under the contract”:

 

Your contributions in the four categories must also generally be allocated according to the following category and investment option limits.

 

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There are no minimum allocations for any one investment option. Allocations must be in whole percentages. The total of your allocations into all available investment options must equal 100%. Your ability to allocate contributions to investment options may be subject to restrictions in certain states. See Appendix “State contract availability and/or variations of certain features and benefits” for state variations.

 

 

Option A, a transfer into the guaranteed interest option (other than a transfer pursuant to a Special DCA program) will not be permitted if such transfer would result in more than 25% of the account value being allocated to the guaranteed interest option, based on the account value as of the previous business day.

 

You may make transfers among the investment options available under Option B, provided that the transfer meets the category and investment option limits in place at the time of the transfer. In the remainder of this section, we explain our current Option B transfer rules, which we may change in the future. You may make a transfer from one investment option to another investment option within the same category provided the resulting allocation to the receiving investment option does not exceed the investment option maximum in place at the time of the transfer. You can make a transfer from an investment option in one category to an investment option in another category as long as the minimum rules for the transferring category, the minimum and maximum rules for the receiving category and the maximum rule for the receiving investment option are met. You may also request a transfer that would reallocate your account value based on percentages, provided those percentages are consistent with the category and investment option limits in place at the time of the transfer. In calculating the limits for any transfer, we use the account value percentages as of the date prior to the transfer. Transfer requests do not change the allocation instructions on file for any future contribution or rebalancing, although transfer requests will be considered subject to the Custom Selection rules at the time of the request. An investment option transfer under Option B does not automatically change your allocation instructions for the rebalancing of your account on a quarterly basis. This means that upon the next scheduled rebalancing, we will transfer amounts among your investment options pursuant to the allocation instructions previously on file for your account. If you wish to change your allocation instructions for the quarterly rebalancing of your account, these instructions must meet the category and investment option limits in place at the time of the transfer and must be made in writing on a form we provide and sent to the processing office. Please note, however, that an allocation change for future contributions will automatically change the rebalancing instructions on file for your account. For more information about transferring your account value, please see “Transferring your money among investment options”.

 

For contracts with GMIB (or for contracts that have converted to the GWBL), you cannot contribute or initiate a transfer into the ATP Portfolio. On a limited basis, you can initiate a complete transfer out of the ATP Portfolio up to your contract date anniversary following age 85, subject to certain restrictions. We refer to this as the ATP exit option. Please see “Asset transfer program (“ATP”)”. Transfers into or out of the ATP Portfolio do not require new allocation instructions.

 

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revised allocation instructions will also be used for quarterly rebalancing. Any revised allocation instructions must meet the category and investment limits in place at the time that the instructions are received.

 

 

If we change our category and investment option limits, please note the following:

 

 

 

 

 

 

 

 

If you elect the GMIB I — Asset Allocation, your contract will be restricted to Option A (even if you drop the Guaranteed minimum income benefit I — Asset Allocation). If you elect the GMIB I — Asset Allocation and convert to the GWBL, your contract will continue to be restricted to Option A at the time of the conversion.

 

If you do not have the GMIB I — Asset Allocation, you may select either Option A or Option B. In addition, you may switch between Option A and Option B. There are currently no limits on the number of switches between options, but the Company reserves the right to impose a limit. If you move from one option to another, you are subject to the rules applicable to the new option that are in place at the time of the switch.

 

For more information about allocation changes upon an automatic conversion to the GWBL, see “Automatic conversion” in “Guaranteed withdrawal benefit for life (“GWBL”)”.

 

 

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 select investment allocations and make other decisions under the contract. (Your investment allocations may be subject to the ATP if you elect the GMIB or convert to GWBL, as described in “Asset transfer program (“ATP”)”.) If your financial professional is with Equitable Advisors, he or she 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.

 

 

A credit will also be allocated to your account value at the same time that we allocate your contribution. Credits are allocated to the same investment options based on the same percentages used to allocate your contributions.

 

The amount of the credit will be 3% or 4% of each contribution based on your total first-year contributions.

 

 

The percentage of the credit is based on your total first year contributions. This credit percentage will be credited to your initial contribution and each subsequent contribution made in the first contract year (after adjustment as described below). For QP contracts only, the credit percentage will also be credited for contributions in the second and later contract years. Please note that we may discontinue acceptance of contributions, including within the first contract year. Please also note that the credit percentage may be different for certain contract owners. Please see Appendix “Contract variations” for more information.

 

For example, assume you make an initial contribution of $100,000 to your contract and your account value is credited with $3,000 (3% x $100,000). After that, you decide to withdraw $7,000 from your contract. Later, you make a subsequent contribution of $3,000. You receive no credit on your $3,000 contribution since it does not exceed your total withdrawals ($7,000). Further assume that you make another

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subsequent contribution of $10,000. At that time, your account value will be credited with $180 [3% x (10,000 + 3,000

 

Although the credit, as adjusted at the end of the first contract year, will be based upon first year total contributions, the following rules affect the percentage with which contributions made in the first contract year are credited during the first contract year:

 

 

 

 

 

For example:

 

In your application, you include an Indication of intent to contribute $350,000 and make an initial contribution of $200,000. You do not make any subsequent contributions in the first contract year. Your account value will initially be credited with $8,000 (4% x $200,000). On your contract date anniversary, your account value will be reduced by $2,000 (1% x $200,000).

 

 

 

 

 

In addition to the recovery of any Excess Credit, we will recover all of the credit or a portion of the credit in the following situations:

 

 

 

 

For example:

 

You make an initial contribution of $100,000 to your contract and your account value is credited with $3,000 (3% x $100,000). If you (i) exercise your right to cancel the contract, (ii) start receiving annuity payments within three years of making the contribution, or (iii) die during the period following the receipt of the contribution, we will recapture the entire credit and reduce your account value by $3,000.

 

We will recover any credit on a pro rata basis from the value in your variable investment options (including any amounts in the ATP Portfolio) and guaranteed interest option. If there is insufficient value or no value in the variable investment options (including any amounts in the ATP Portfolio) and guaranteed interest option, any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the account for special money market dollar cost averaging. We do not include credits in the calculation of any withdrawal charge.

 

We do not consider credits to be contributions for purposes of any discussion in this Prospectus. We do not include credits in calculating any of your benefit bases under the contract, except to the extent that any credits are part of your account value, which is used to calculate a reset of the

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Highest Anniversary Value benefit base or the benefit base. Credits are included in the assessment of any charge that is based on your account value. Credits are also not considered to be part of your investment in the contract for tax purposes.

 

We use a portion of the operations charge and withdrawal charge to help recover our cost of providing the credit. We expect to make a profit from these charges. See “Charges and expenses”. The charge associated with the credit may, over time, exceed the sum of the credit and any related earnings. While we cannot state with any certainty when this will happen, we believe that it is likely that if you hold your Series CP contract for 20 years, you may be better off in a contract without a credit, and with a lower operations charge. Your actual results will depend on the investment returns on your contract. Therefore, if you plan to hold the contract for an extended period of time, you may wish to consider purchasing a contract that does not include a credit. You should consider this possibility before purchasing the contract.

 

Any amount transferred from another contract issued by the Company in which a credit was previously applied, is not eligible for an additional credit on the amount transferred to your Series CP contract.

 

Inherited IRA beneficiary continuation contract

 

The Inherited IRA beneficiary continuation contract is intended to provide options to beneficiaries in complying with federal income tax rules. There are a number of limitations on who can purchase the contract, how the contract is purchased, and the features that are available under the contract. A prospective purchaser should seek tax advice before making a decision to purchase the contract.

 

We offer the Inherited IRA beneficiary continuation contract to eligible beneficiaries under individual retirement arrangements (traditional or Roth) where the original individual retirement account or annuity was not issued by the Company. The beneficiary may want to change the investments of the “original IRA” inherited from the IRA owner, but must take post-death required minimum distribution (“RMD”) payments from an IRA that was inherited. The Inherited IRA beneficiary continuation contract has provisions intended to meet post-death RMD rules, which are similar to those of the Beneficiary continuation option (“BCO”) restricted to eligible beneficiaries of contracts issued by the Company. See “Beneficiary continuation option for traditional IRA and Roth IRA contracts only” under “Beneficiary continuation option” in “Benefits available under the contract”. Further, since the Inherited IRA beneficiary continuation contract is intended to replace the investment originally selected by the IRA owner, a prospective purchaser should carefully consider the features and investments available under the Inherited IRA beneficiary continuation contract, and the limitations and costs under the contract in comparison

with the existing arrangement before making any purchase decision. Finally, the contract may not be available in all states. Please speak with your financial professional for further information.

 

 

The Inherited IRA beneficiary continuation contract is offered only to beneficiaries of contracts not issued by the Company as follows:

 

 

 

Certain trusts with only individual beneficiaries are treated as individuals and are eligible to purchase the Inherited IRA beneficiary continuation contract if such trust is either an IRA beneficiary or a Applicable Plan beneficiary.

 

 

 

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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. To exercise this cancellation right you must mail the contract, with a signed letter of instruction electing this right, to our processing office within 10 days after you receive it. If state law requires, this “free look” period may be longer. Other state variations may apply. Please contact your financial professional and/or see Appendix “State contract availability and/or variations of certain features and benefits” to find out what applies in your state.

 

Generally, your refund will equal your account value under the contract on the day we receive notification to cancel the contract and will reflect (i) any investment gain or loss in the variable investment options, including the ATP Portfolio (less the daily charges we deduct), (ii) any guaranteed interest in the guaranteed interest option and (iii) any interest in the account for special dollar cost averaging (if applicable), through the date we receive your contract. Some states, however, require that we refund the full amount of your

contribution (not reflecting (i), (ii), or (iii) above). For any IRA contract returned to us within seven days after you receive it, we are required to refund the full amount of your contribution.

 

For Series CP contract owners, please note that you will forfeit the credit by exercising this right of cancellation.

 

We may require that you wait six months before you may apply for a contract with us again if:

 

 

 

Please see “Tax information” for possible consequences of cancelling your contract.

 

If you fully convert an existing traditional IRA contract to a Roth IRA contract, you may cancel your Roth IRA contract and return to a traditional IRA contract. Our processing office, or your financial professional, can provide you with the cancellation instructions.

 

In addition to the cancellation right described above, you have the right to surrender your contract, rather than cancel it. Please see “Surrendering your contract to receive its cash value”. Surrendering your contract may yield results different than canceling your contract, including a greater potential for taxable income. In some cases, your cash value upon surrender may be greater than your contributions to the contract. Please see “Tax information”.

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