N-4 1 d44001dn4.htm N-4 N-4

Filed with the Securities and Exchange Commission on September 18, 2020.

REGISTRATION NO. 333-            

REGISTRATION NO. 811-23609

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM N-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

    
PRE-EFFECTIVE AMENDMENT NO.            
and/or   

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

      

 

 

EQUITABLE AMERICA VARIABLE ACCOUNT 70A OF EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

(EXACT NAME OF TRUST)

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

(NAME OF DEPOSITOR)

 

 

1290 Avenue of the Americas, New York, New York 10104

(Address of Depositor’s Principal Executive Offices)

Depositor’s Telephone Number, including Area Code: 212-554-1234

 

 

Shane Daly

Vice President and Associate General Counsel

Equitable Financial Life Insurance Company of America

525 Washington Boulevard, Jersey City, NJ 07310

(Name and Address of Agent for Service)

 

 

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after this Registration Statement becomes effective

Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

It is proposed that this filing will become effective: (check appropriate box)

 

immediately upon filing pursuant to paragraph (b) of Rule 485

 

on (date) pursuant to paragraph (b) of Rule 485

 

60 days after filing pursuant to paragraph (a)(l) of Rule 485

 

on (date) pursuant to paragraph (a)(l) of rule 485

 

75 days after filing pursuant to paragraph (a)(2) of Rule 485

 

on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

 

this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

TITLE OF SECURITIES BEING   

Units of interest in Equitable America Variable

REGISTERED:   

Account 70A

 

 

 


Retirement Cornerstone® Series 19

 

A combination variable and fixed deferred annuity contract

 

Prospectus dated November 30, 2020

Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing or taking any other action under your contract. You should read the prospectuses for each Trust, which contain important information about the portfolios.

 

 

 

What is the Retirement Cornerstone® Series 19?

 

The Retirement Cornerstone® Series 19 (“Retirement Cornerstone® 19”) are deferred annuity contracts issued by Equitable Financial Life Insurance Company of America (the “Company”, “we”, “our” and “us”). This Prospectus only describes Retirement Cornerstone® Series B (“Series B”), and Retirement Cornerstone® Series CP® (“Series CP®”). The contracts provide for the accumulation of retirement savings and for income. The contracts offer income and death benefit protection as well. They also offer a number of payout options. You invest to accumulate value on a tax-deferred basis in one or more of our “investment options”: (i) variable investment options, (ii) the guaranteed interest option, or (iii) the account for special dollar cost averaging or the account for special money market dollar cost averaging (together, the “Special DCA programs”).()

 

For Series CP® contracts, we allocate credits and, under certain circumstances, the Earnings bonus to your Total account value. Under the Series CP® contracts, a portion of the withdrawal charge and contract fee are used to recover the cost of providing the Credit. The charge associated with the Credit may, over time, exceed the sum of the Credit and related earnings. Expenses for a contract with a Credit may be higher than expenses for a contract without a Credit.

 

This Prospectus is a disclosure document and describes all of the contract’s material features, benefits, rights and obligations, as well as other information. The description of the contract’s material provisions in this Prospectus is current as of the date of this Prospectus. If certain material provisions under the contract are changed after the date of this Prospectus in accordance with the contract, those changes will be described in a supplement to this Prospectus. You should carefully read this Prospectus in conjunction with any applicable supplements. When delivered in connection with the sale of a new contract, this Prospectus must be accompanied by the applicable Rate Sheet Supplements that specify the current initial Annual Roll-up rate, initial Deferral Roll-up rate and guaranteed Roll-up floor.

 

The contract may not currently be available in all states. In addition, certain features and benefits described in this Prospectus may vary in your state and may not be available at the time you purchase the contract. For a state-by-state description of all material variations of this contract, see Appendix V later in this Prospectus. All features and benefits may not be available in all contracts or from all selling broker-dealers. You may contact us to purchase any version of the contract if a version is not offered by the selling broker-dealer. We have the right to restrict availability of any optional feature

 

(†)

The account for special dollar cost averaging is only available with Series B contracts. The account for special money market dollar cost averaging is only available with Series CP® contracts.

or benefit. Not all optional features and benefits may be available in combination with other optional features and benefits. We reserve the right to discontinue acceptance of any application or contribution from you at any time, including after you purchase the contract. If you have one or more Guaranteed benefits and we exercise our right to discontinue the acceptance of, and/or place additional limitations on, contributions to the contract and/or contributions and/or transfers into the Protected Benefit account variable investment options, you may no longer be able to fund your Guaranteed benefit(s). This means that if you have not yet allocated amounts to the Protected Benefit account variable investment options, you may not be able to fund your Guaranteed benefit(s). This also means that if you have already funded your Guaranteed benefits by allocating amounts to the Protected Benefit account variable investment options, you may no longer be able to increase your Protected Benefit account value and the benefit bases associated with your Guaranteed benefits through contributions and transfers.

 

In order to fund certain benefits, you must select specified investment options. The specified investment options are made available under a portion of the contract that we refer to as the Protected Benefit account. Only amounts you allocate to the Protected Benefit account variable investment options and amounts in a Special DCA program designated for future transfers to the Protected Benefit account variable investment options will fund your Guaranteed benefits. See “What are your investment options under the contract?” and “Allocating your contributions” in “Contract features and benefits” later in this Prospectus for more information on applicable allocation requirements. If you have the Guaranteed minimum income benefit, you cannot fund the Protected Benefit account until age 55. Please see “Guaranteed minimum income benefit” in “Contract features and benefits” later in this Prospectus.

 

Types of contracts.   We offer the contracts for use as:

 

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

 

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

 

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.

 

 

(RC 19)

#36777


 

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 benefit; transfer contributions only).

 

An employer-funded traditional IRA for a simplified employee pension plan (“SEP”) sponsored by the contract owner’s employer.

 

Not all types of contracts are available with each Series of the Retirement Cornerstone® 19 contracts. See “Rules regarding contributions to your contract” in ”Appendix VII” for more information.

 

The optional Guaranteed benefits under the contract include: (i) the Guaranteed minimum income benefit (“GMIB”); (ii) the Return of Principal death benefit; (iii) the Highest Anniversary Value death benefit; and (iv) the RMD Wealth Guard death benefit; (collectively, the “Guaranteed benefits”).

 

The registration statement relating to this offering has been filed with the SEC. The statement of additional information (“SAI”) dated         , 2020, is part of the registration statement. The SAI is available free of charge. You may request one by writing to our processing office at P.O. Box 1547, Secaucus, NJ 07096-1547 or calling 1-800-789-7771. The SAI is incorporated by this reference into this Prospectus. This Prospectus and the SAI can also be obtained from the SEC’s website at www.sec.gov. The table of contents for the SAI appears at the back of this Prospectus.

 

Our variable investment options are subaccounts offered through Equitable America Variable Account 70A (“Separate Account 70A”). Each variable investment option, in turn, invests in a corresponding securities portfolio (“Portfolio”) of one of the trusts (the “Trusts”). Below is a complete list of the variable investment options:

 

Variable investment options

 

EQ Premier VIP Trust

 

EQ/Moderate Allocation

 

EQ Advisors Trust

 

1290 VT DoubleLine Dynamic Allocation

 

1290 VT DoubleLine Opportunistic Bond

 

1290 VT Equity Income

 

1290 VT GAMCO Mergers & Acquisitions

 

1290 VT GAMCO Small Company Value

 

1290 VT High Yield Bond

 

1290 VT Low Volatility Global Equity

 

1290 VT Micro Cap

 

1290 VT Moderate Growth Allocation(*)

 

1290 VT Natural Resources

 

1290 VT Real Estate

 

1290 VT Small Cap Value

 

1290 VT SmartBeta Equity

 

EQ/AB Dynamic Aggressive Growth(*)

 

EQ/AB Dynamic Growth(*)

 

EQ/AB Dynamic Moderate
Growth(*)

 

EQ/AB Small Cap Growth

 

EQ/Aggressive Growth Strategy(*)

 

EQ/All Asset Growth
Allocation

 

EQ/American Century Mid Cap Value(2)

 

EQ/American Century Moderate Growth Allocation(*)

 

EQ/AXA Investment Managers Moderate Allocation(*)

 

EQ/Balanced Strategy(*)

 

EQ/BlackRock Basic Value Equity

 

EQ/ClearBridge Large Cap Growth

 

EQ/ClearBridge Select Equity Managed Volatility

 

EQ/Common Stock Index

 

EQ/Conservative Growth
Strategy(*)

 

EQ/Conservative Strategy(*)

 

EQ/Core Bond Index

 

EQ/Emerging Markets Equity PLUS

 

EQ/Equity 500 Index

 

EQ/Fidelity Institutional AM® Large Cap

 

EQ/First Trust Moderate Growth Allocation(*)

 

EQ/Franklin Rising Dividends

 

EQ/Franklin Strategic Income

 

EQ/Goldman Sachs Growth Allocation(*)

 

EQ/Goldman Sachs Mid Cap Value

 

EQ/Goldman Sachs Moderate Growth Allocation(*)

 

EQ/Growth Strategy(*)

 

EQ/Intermediate Government Bond

 

EQ/International Core Managed Volatility

 

EQ/International Equity Index

 

EQ/Invesco Comstock

 

EQ/Invesco Global

 

EQ/Invesco Global Real Estate

 

EQ/Invesco International Growth

 

EQ/Invesco Moderate Allocation(*)

 

EQ/Invesco Moderate Growth Allocation(*)

 

EQ/Janus Enterprise

 

EQ/JPMorgan Growth Allocation(*)

 

Variable investment options

 

 

EQ/JPMorgan Value Opportunities

 

EQ/Large Cap Growth Index

 

EQ/Large Cap Value Index

 

EQ/Large Cap Value Managed Volatility

 

EQ/Lazard Emerging Markets Equity

 

EQ/Legg Mason Growth
Allocation(*)

 

EQ/Legg Mason Moderate Allocation(*)

 

EQ/Loomis Sayles Growth

 

EQ/MFS International Growth

 

EQ/MFS International Intrinsic Value

 

EQ/MFS Mid Cap Focused Growth

 

EQ/MFS Technology

 

EQ/MFS Utilities

 

EQ/Mid Cap Index

 

EQ/Mid Cap Value Managed Volatility

 

EQ/Moderate Growth Strategy(*)

 

EQ/Money Market

 

EQ/PIMCO Global Real Return

 

EQ/PIMCO Real Return

 

EQ/PIMCO Total Return

 

EQ/PIMCO Ultra Short Bond

 

EQ/Small Company Index

 

EQ/T. Rowe Price Growth Stock

 

EQ/T. Rowe Price Health Sciences

 

EQ/Wellington Energy

 

Multimanager Aggressive Equity

 

Multimanager Technology

 

AIM Variable Insurance Funds (Invesco Variable Insurance Funds) — Series II

 

Invesco V.I. Diversified
Dividend

 

Invesco V.I. Equity and Income

 

Invesco V.I. High Yield

 

Invesco V.I. Mid Cap Core Equity

 

Invesco V.I. Small Cap Equity

 

American Funds Insurance Series®

 

American Funds Insurance Series® Bond Fund

 

American Funds Insurance Series® Global Small Capitalization Fund

 

American Funds Insurance Series® New World Fund®

 

BlackRock Variable Series Funds, Inc. — Class III

 

BlackRock Global Allocation V.I. Fund

 

BlackRock Large Cap Focus Growth V.I. Fund

 

Eaton Vance Variable Trust

 

Eaton Vance VT Floating-Rate Income

 

Fidelity® Variable Insurance Products Fund — Service Class 2

 

Fidelity® VIP Mid Cap

 

Fidelity® VIP Strategic Income

 

First Trust Variable Insurance Trust

 

First Trust/Dow Jones Dividend & Income Allocation

 

First Trust Multi Income Allocation

 

Franklin Templeton Variable Insurance Products Trust — Class 2

 

Franklin Allocation VIP

 

Franklin Income VIP

 

Templeton Developing Markets VIP

 

Templeton Global Bond VIP

 

Ivy Variable Insurance Portfolios

 

Ivy VIP High Income

 

Legg Mason — Share Class II

 

ClearBridge Variable Aggressive Growth

 

ClearBridge Variable Appreciation

 

ClearBridge Variable Dividend Strategy

 

ClearBridge Variable Mid Cap

 

QS Legg Mason Dynamic Multi-Strategy VIT

 

Lord Abbett Series Fund, Inc. — Class VC

 

Lord Abbett Bond Debenture

 

MFS® Variable Insurance Trusts — Service Class

 

MFS® Investors Trust Series

 

MFS® Massachusetts Investors Growth Stock

 

Neuberger Berman Advisers Management Trust — S Class Shares

 

Neuberger Berman International Equity

 

Neuberger Berman U.S. Equity Index PutWrite Strategy

 

PIMCO Variable Insurance Trust — Advisor Class

 

PIMCO CommodityRealReturn® Strategy

 

PIMCO Income

 

ProFunds VP

 

ProFund VP Biotechnology

 

Putnam Variable Trust

 

Putnam VT Diversified Income

 

 

(*)

This variable investment option is available as a Protected Benefit account variable investment option should you decide to fund your Guaranteed benefits. For more information, please see “What are your investment options under the contract?” under “Contract features and benefits” later in this prospectus.

Your investment results in a variable investment option will depend on the investment performance of the related Portfolio. At any time, we have the right to limit or terminate your contributions, allocations and transfers to any of the variable investment options. If you have one or more Guaranteed benefits and we exercise our right to discontinue the acceptance of, and/or place additional limitations on, contributions to the contract and/or contributions and/or transfers into the Protected Benefit account variable investment options, you may no longer be able to fund your Guaranteed benefit(s). This means that if you have not yet allocated amounts to the Protected Benefit account variable investment options, you may not be able to fund your Guaranteed benefit(s). This also

 


means that if you have already funded your Guaranteed benefits by allocating amounts to the Protected Benefit account variable investment options, you may no longer be able to increase your Protected Benefit account value and the benefit bases associated with your Guaranteed benefits through contributions and transfers. Also, we limit the number of variable investment options that you may select.

 

Electronic delivery of shareholder reports (pursuant to Rule 30e-3). Beginning on January 1, 2021, as permitted by regulations adopted by the SEC, paper copies of the shareholder reports for portfolio companies available under your contract will no longer be sent by mail, unless you specifically request paper copies of the reports from the Company or from your financial intermediary. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications electronically from the Company by calling 1-800-789-7771 or by calling your financial intermediary.

 

You may elect to receive all future reports in paper free of charge. You can inform the Company that you wish to continue receiving paper copies of your shareholder reports by calling 1-877-522-5035, by sending an email request to EquitableFunds@dfinsolutions.com, or by calling your financial intermediary. Your election to receive reports in paper will apply to all portfolio companies available under your contract.

    

 


Contents of this Prospectus

 

 

Definitions of key terms

   6

The Company

   10

How to reach us

   11

Retirement Cornerstone® Series at a glance — key features

   13
  
Fee table   

18

Examples

   20

Condensed financial information

   21
  
1. Contract features and benefits   

22

How you can purchase and contribute to your contract

   22

Owner and annuitant requirements

   23

How you can make your contributions

   23

What are your investment options under the contract?

   24

Portfolios of the Trusts

   26

Allocating your contributions

   39

Dollar cost averaging

   40

Credits and Earnings bonus (for Series CP® contracts)

   43

Annuity purchase factors

   45

Guaranteed minimum income benefit

   45

Death benefit

   59

Guaranteed minimum death benefits

   59

Series CP® and your Guaranteed benefit bases

   64

How withdrawals affect your Guaranteed benefits

   64

Dropping or changing your Guaranteed benefits

   65

Guaranteed benefit offers

   66

Inherited IRA beneficiary continuation contract

   66

Your right to cancel within a certain number of days

   68
  
2. Determining your contract’s value   

69

Your account value and cash value

   69

Your contract’s value in the variable investment options

   69

Your contract’s value in the guaranteed interest option

   69

Your contract’s value in the account for special dollar cost averaging

   69

Effect of your account values falling to zero

   69
 

 

 

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.

When we use the word “contract“ it also includes certificates that are issued under group contracts in some states.

 

 

4


3. Transferring your money among investment options

  

71

Transferring your account value

   71

Disruptive transfer activity

   72

Rebalancing among your Investment account variable investment options and guaranteed interest option

   73

Systematic transfer program

   74
  

4. Accessing your money

  

76

Withdrawing your account value

   76

How withdrawals are taken from your Total account value

   82

Withdrawals treated as surrenders

   83

Surrendering your contract to receive its cash value

   83

When to expect payments

   83

Signature guarantee

   89

Your annuity payout options

   84
  
5. Charges and expenses   

87

Charges that the Company deducts

   87

Charges that the Trusts deduct

   92

Group or sponsored arrangements

   92

Other distribution arrangements

   92
  
6. Payment of death benefit   

93

Your beneficiary and payment of benefit

   93

Non-spousal joint owner contract continuation

   94

Spousal continuation

   94

Beneficiary continuation option

   97
  
7. Tax information   

100

Overview

   100

CARES Act

   100

Contracts that fund a retirement arrangement

   100

Transfers among investment options

   100

Taxation of nonqualified annuities

   100

Individual retirement arrangements (IRAs)

   103

Traditional individual retirement annuities (traditional IRAs)

   104

Roth individual retirement annuities (Roth IRAs)

   110

Tax withholding and information reporting

   113

Special rules for contracts funding qualified plans

   114

Impact of taxes to the Company

   114
  
8. More information   

115

About Equitable America Variable Account 70A (“Separate Account 70A”)

   115

About the Trusts

   115

About the general account

   116

About other methods of payment

   116

Dates and prices at which contract events occur

   117

About your voting rights

   117

COVID-19

   118

Cybersecurity risks and catastrophic events

   118

Misstatement of age

   118

Statutory compliance

   119

About legal proceedings

   119

Financial statements

   119

Transfers of ownership, collateral assignments, loans and borrowing

   119

About Custodial IRAs

   120

How divorce may affect your contract and Guaranteed benefits

   120

Distribution of the contracts

   121
  
Appendices     
I         

Dropping or changing your Guaranteed benefits

     I-1  
II         

Purchase considerations for QP contracts

     II-1  
III         

Guaranteed benefit base examples

     III-1  
IV         

Hypothetical illustrations

     IV-1  
V         

State contract availability and/or variations of certain features and benefits

     V-1  
VI         

Examples of how withdrawals affect your
Guaranteed benefit bases

     VI-1  
VII         

Rules regarding contributions to your contract

     VII-1  
VIII         

Historical Initial Deferral Roll-up rates and Annual Roll-up rates

     VIII-1  
IX         

GMIB Annuity purchase factors

     IX-1  
X         

Condensed financial information

     X-1  
       

Statement of additional information

Table of contents

        
 

 

5


Definitions of key terms

 

 

 

Annual Roll-up amount — The “Annual Roll-up amount” is the amount credited to your GMIB benefit base during the GMIB Roll-up period if you have ever taken a withdrawal from your Protected Benefit account.

 

Annual Roll-up rate — The “Annual Roll-up rate” is the rate used to calculate the Annual withdrawal amount and the Annual Roll-up amount.

 

Annual withdrawal amount — The “Annual withdrawal amount” is the amount that can be withdrawn from your Protected Benefit account value without reducing your GMIB benefit base during the GMIB Roll-up period. It is equal to the Annual Roll-up rate in effect on the first day of the contract year, multiplied by the GMIB benefit base as of the most recent contract date anniversary.

 

Annuitant — The “annuitant” is the person who is the measuring life for determining the contract maturity date. The annuitant is not necessarily the contract’s owner. Where the owner of the contract is non-natural, the annuitant is the measuring life for determining benefits under the contract.

 

Automatic investment program (“AIP”) — The “Automatic investment program” allows you to make on-going contributions to your contract through electronic fund transfers from your financial institution.

 

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.

 

Cash value — At any time before annuity payments begin, your contract’s “cash value” is equal to the Total account value, less: (i) the total amount or a pro rata portion of the annual administrative charge, as well as any Guaranteed benefit charges; and (ii) any applicable withdrawal charges.

 

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 initial contribution. Your contract date will be shown in your contract.

 

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.

 

Contract maturity date — The contract’s “maturity date” is generally the contract date anniversary that follows the annuitant’s 95th birthday. For single-owned contracts, the

contract maturity date is based on the owner’s age if the GMIB is elected and on the annuitant’s age if the GMIB is not elected. For jointly-owned contracts with the GMIB, the contract maturity date will be based on the older owner’s age.

 

Contract year — The “contract year” is the 12-month period beginning on your contract date and each 12-month period after that date.

 

Credit — For Series CP® contracts, a 3% credit is applied to eligible contributions.

 

Customized payment plan — For contracts with GMIB, our “Customized payment plan” allows you to request amounts up to your Annual withdrawal amount as scheduled payments to you through one of five customized options.

 

Deferral Roll-up amount — The “Deferral Roll-up amount” is the amount credited to your GMIB benefit base during the GMIB Roll-up period if you have never taken a withdrawal from your Protected Benefit account.

 

Deferral Roll-up rate — The “Deferral Roll-up rate” is the rate used to calculate the Deferral Roll-up amount.

 

Earnings bonus — For Series CP® contracts, an amount equal to 5% of your annual investment gains will be added to your Total account value on each contract date anniversary.

 

Excess withdrawal — For contracts with the GMIB, an “Excess withdrawal” is the portion of a withdrawal from your Protected Benefit account in excess of your Annual withdrawal amount and all subsequent withdrawals from your Protected Benefit account in that same contract year. An Excess withdrawal will always reduce your benefit bases on a pro rata basis. Excess withdrawals will also terminate the no-lapse guarantee, except for an Excess withdrawal in the contract year in which you first fund the Protected Benefit account that does not exceed the free withdrawal amount (described in “Charges and expenses”). Special rules apply to contract owners who are required to take RMD withdrawals and are enrolled in the Automatic RMD service. See “RMDs for contracts with GMIB” in “Accessing your money”.

 

Excess RMD withdrawal — For contracts with the RMD Wealth Guard death benefit, an “Excess RMD withdrawal” is:

 

 

the full amount of any withdrawal from your Protected Benefit Account taken before the calendar year in which you turn age 70½;

 

 

the full amount of any withdrawal from your Protected Benefit Account taken during your first contract year, even if you turn age 70½ during that year; or

 

 

6


 

the portion of a withdrawal from your Protected Benefit account that exceeds the greater of your RMD Wealth Guard withdrawal amount and Annual withdrawal amount for the calendar year.

 

Excess RMD withdrawals will reduce your RMD Wealth Guard death benefit base on a pro rata basis.

 

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.

 

Guaranteed Roll-up floor — At contract issue, the guaranteed Roll-up floor will apply during the life of your contract.

 

General dollar cost averaging — Our “General dollar cost averaging program” is a program that allows for the systematic transfers of amounts in the EQ/Money Market variable investment option to the Investment account variable investment options.

 

GMIB benefit base — The GMIB benefit base is an amount used to determine your Annual withdrawal amount and your Lifetime GMIB payments. Your GMIB benefit base is created and increased by allocations and transfers to your Protected Benefit account. The GMIB benefit base is not an account value or cash value. The GMIB benefit base is also used to calculate the charge for the GMIB.

 

GMIB Maximum Roll-up period(Applicable to the “Spousal Continuation” and “How divorce may affect your Guaranteed benefits” sections only) the maximum amount of time for which your GMIB benefit base is eligible to roll up. The GMIB Maximum Roll-up period commences on the date you first fund the Protected Benefit account and ends on the 20th contract date anniversary that occurs after the date you first fund the Protected Benefit Account. If you first fund the Protected Benefit account (a) on either the contract issue date or a subsequent contract date anniversary and (b) prior to your 76th birthday, the GMIB Maximum Roll-up period will be a full 20 years.

 

GMIB Roll-up period — the period during which the GMIB benefit base increases (or “rolls up”) annually by an amount determined by the Deferral Roll-up rate or Annual Roll-up rate, as applicable. The GMIB Roll-up period commences on the date you first fund the Protected Benefit account and ends on the date that is the earlier of (a) the 20th contract date anniversary that occurs after the date you first fund the Protected Benefit account and (b) the contract maturity date. If you first fund the Protected Benefit account (a) on either the contract issue date or a subsequent contract date anniversary and (b) prior to your 76th birthday, the GMIB Roll-up period will be a full 20 years.

 

GMIB Roll-up period end date(Applicable to the “Spousal Continuation” and “How divorce may affect your Guaranteed benefits” sections only) the date that is the earlier of (a) the date on which the GMIB Maximum Roll-up period ends and (b) the contract maturity date.

Guaranteed minimum income benefit (“GMIB”) — The GMIB is a benefit that guarantees, subject to certain restrictions, annual lifetime payments or “Lifetime GMIB payments”. The GMIB also allows you to take certain withdrawals prior to the beginning of your Lifetime GMIB payments that do not reduce your GMIB benefit base (your “Annual withdrawal amount”). There is an additional charge for the GMIB under the contract.

 

Highest Anniversary Value death benefit — The “Highest Anniversary Value death benefit” is an optional Guaranteed minimum death benefit in connection with your Protected Benefit account value only. The death benefit is calculated using the highest value of your Protected Benefit account on your contract date anniversary. There is an additional charge for the Highest Anniversary Value death benefit under the contract.

 

Initial Roll-up rates — At contract issue, an initial Annual Roll-up rate and initial Deferral Roll-up rate will apply during your first seven contract years. These rates are specified in the respective Rate Sheet Supplements.

 

Investment account value — The “Investment account value” is the total value in: (i) the Investment account variable investment options, (ii) the Guaranteed interest option, and (iii) amounts in a Special DCA program that are designated for future transfers to the Investment account variable investment options.

 

Investment Simplifier — Our “Investment simplifier” allows for systematic transfers of amounts in the Guaranteed interest option to the Investment account variable investment options. There are two options under the program — the Fixed dollar option and the Interest sweep option.

 

IRA — An individual retirement arrangement, including both an individual retirement account and an individual retirement annuity contract, whether traditional IRA or Roth IRA.

 

IRS — Internal Revenue Service.

 

Lifetime GMIB payments — For contracts with the GMIB, “Lifetime GMIB payments” are generally annual lifetime payments which are calculated by applying your GMIB benefit base, less any applicable withdrawal charge remaining, to the guaranteed GMIB annuity purchase factors specified in Appendix IX. Lifetime GMIB payments will begin at the earliest of: (i) the next contract year following the date your Protected Benefit account value falls to zero (provided the no-lapse guarantee is in effect); (ii) the contract date anniversary following your 95th birthday; or (iii) your election to exercise the GMIB.

 

Lifetime RMD payment — If you enroll in our Automatic RMD service, the payment we make to you each year to help you meet your lifetime required minimum distributions under federal income tax rules. We make Lifetime RMD payments on an annual basis.

 

Maximum payment plan — For contracts with GMIB, our “Maximum payment plan” allows you to request your Annual withdrawal amount as scheduled payments.

 

 

7


NQ contract — Nonqualified annuity contract.

 

Owner — The “owner” is the person who is the named owner in the contract and, if an individual, is the measuring life for determining contract benefits.

 

Protected Benefit account value — The “Protected Benefit account value” is the total value in: (i) the Protected Benefit account variable investment options, and (ii) amounts in a Special DCA program that are designated for future transfers to the Protected Benefit account variable investment options.

 

QP contract — An annuity contract that is an investment vehicle for a qualified plan.

 

QPDB contract — An annuity contract that is an investment vehicle for a qualified defined benefit plan.

 

QPDC contract — An annuity contract that is an investment vehicle for a qualified defined contribution plan.

 

Rate effective date — as specified in the applicable Rate Sheet Supplement, the date on which an initial Annual Roll-up rate, Deferral roll-up rate or guaranteed Roll-up floor becomes effective.

 

Rate Sheet Supplement — A supplement to the Prospectus that specifies the Annual Roll-up rate and Deferral Roll-up rate associated with the Guaranteed minimum income benefit that will apply for the first seven years of your contract and the guaranteed Roll-up floor that will apply for the life of your contract based on the date of your contract application. The Annual Roll-up rate, Deferral Roll-up rate and guaranteed Roll-up floor may be specified in separate Rate Sheet Supplements. We periodically file Rate Sheet Supplements with the SEC that disclose the Annual Roll-up rate, Deferral Roll-up rate and guaranteed Roll-up floor that will apply beginning on a specified future date and remain in effect until we file subsequent Rate Sheet Supplements. The Rate effective date of a subsequent Rate Sheet Supplement will be at least 10 days after it is filed. You may contact us at 1-800-789-7771 for a copy of the Rate Sheet Supplements applicable to your contract. The Annual Roll-up rates, Deferral Roll-up rates and guaranteed Roll-up floors disclosed in our Rate Sheet Supplements may be found in Appendix X to this Prospectus, as well as on the SEC’s website (www.sec.gov) by searching with File Number 333-229766.

 

Renewal rates — The Deferral Roll-up rate and Annual Roll-up rate that will apply to your contract once the initial Roll-up rates have expired.

 

RMD — Required minimum distributions, or RMDs, are distributions that must be made from traditional IRAs and other qualified retirement programs according to rules contained in the Internal Revenue Code and Treasury Regulations. Under legislation enacted at the end of 2019:

 

 

If your birthdate is June 30, 1949 or earlier, you must start taking annual distributions from your traditional IRAs for the year in which you turn age 70 1/2.

 

 

If your birthdate is July 1, 1949 or later, you must start taking annual distributions from your traditional IRAs for the year in which you turn age 72.

 

RMD Wealth Guard death benefit — The RMD Wealth Guard death benefit is an optional Guaranteed minimum death benefit in connection with the Protected Benefit account value only. The RMD Wealth Guard death benefit base is created and increased by allocations and any transfers to the Protected Benefit account. The RMD Wealth Guard death benefit also enables you to take withdrawals from your Protected Benefit account, other than Excess RMD withdrawals, without reducing your RMD Wealth Guard death benefit base. The RMD Wealth Guard death benefit base is not an account value or cash value. There is an additional charge for the RMD Wealth Guard death benefit under the contract.

 

RMD withdrawal — a withdrawal that is intended to satisfy the lifetime required minimum distributions from certain tax-favored plans and arrangements such as traditional IRAs under federal income tax rules.

 

Return of Principal death benefit — The “Return of Principal” death benefit is a death benefit in connection with your Protected Benefit account value only. The benefit is calculated using the amounts of contributions and transfers to the Protected Benefit account, adjusted for withdrawals. There is no additional charge for this death benefit.

 

SAI — Statement of Additional Information.

 

SEP IRA — A traditional IRA used as a funding vehicle for a simplified employee pension plan established by the IRA owner’s employer.

 

Special DCA Programs — We use the term “Special DCA Programs” to collectively refer to our special dollar cost averaging program and special money market dollar cost averaging program.

 

 

Special dollar cost averaging — Our “Special dollar cost averaging program” allows for systematic transfers of amounts in the account for special dollar cost averaging into the Protected Benefit account variable investment options, the Investment account variable investment options and the Guaranteed interest option. The account for special dollar cost averaging is part of our general account.

 

 

Special money market dollar cost averaging — Our “Special money market dollar cost averaging program” allows for systematic transfers of amounts in the account for special money market dollar cost averaging into the Protected Benefit account variable investment options, the Investment account variable investment options and the Guaranteed interest option.

 

 

8


Systematic transfer program — Our “Systematic transfer program” is a program that allows you to have amounts in the Investment account variable investment options and the Guaranteed interest option automatically transferred to your Protected Benefit account variable investment options.

Total account value — Your “Total account value” is the total of (i) your Protected Benefit account value and (ii) your Investment account value.

 

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.

 

Prospectus    Contract or Supplemental Materials
Total account value    Annuity Account Value
Unit    Accumulation Unit
Guaranteed minimum death benefit    Guaranteed death benefit
Protected Benefit account variable investment options and contributions to a Special DCA program designated for future transfers to the Protected Benefit account variable investment options    Protected Benefit account
Initial Roll-up rates    Lock-in rates offered under the GMIB Multi-Year Lock feature
Investment account variable investment options, the guaranteed interest option and contributions to a Special DCA program designated for future transfers to the Investment account variable investment options    Investment account
Credit (for Series CP® contracts)    Match

 

9


The Company

 

 

 

 

We are Equitable Financial Life Insurance Company of America, an Arizona stock life insurance corporation organized in 1969. The Company is an affiliate of Equitable Financial Life Insurance Company (“Equitable”) and an indirect wholly owned subsidiary of Equitable Holdings, Inc. 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 your contract.

 

Equitable Holdings, Inc. and its consolidated subsidiaries managed approximately $734.4 billion in assets as of December 31, 2019. The Company is licensed to sell life insurance and annuities in forty-nine states (not including New York), the District of Columbia, and Puerto Rico, and the U.S. Virgin Islands. Our main administrative office is located at 525 Washington Boulevard, Jersey City, NJ 07310.

 

 

10


How to reach us

 

Please communicate with us at the mailing addresses listed below for the purposes described. You can also use our Online Account Access system 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:

 

For contributions sent by regular mail:

 

Retirement Service Solutions

P.O. Box 1577

Secaucus, NJ 07096-1577

 

For contributions sent by express delivery:

 

Retirement Service Solutions

500 Plaza Drive, 6th Floor

Secaucus, NJ 07094

 

For correspondence without checks:

 

For all other communications (e.g., requests for transfers, withdrawals, or required notices) sent by regular mail:

 

Retirement Service Solutions

P.O. Box 1547

Secaucus, NJ 07096-1547

 

For all other communications (e.g., requests for transfers, withdrawals, or required notices) sent by express delivery:

 

Retirement Service Solutions

500 Plaza Drive, 6th Floor

Secaucus, NJ 07094

 

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: 500 Plaza Drive, 6th Floor, Secaucus, New Jersey 07094.

 

Reports we provide:

 

 

written confirmation of financial transactions and certain non-financial transactions;

 

 

statement of your contract values at the close of each calendar year, and any calendar quarter in which there was a financial transaction; and

 

 

annual statement of your contract values as of the close of the contract year.

 

Online Account Access system:

 

Online Account Access is designed to provide information about your contract through the Internet. You can obtain information on:

 

 

your current Total account value, Protected Benefit account value, and Investment account value;

 

 

your current allocation percentages;

 

 

the number of units you have in the variable investment options;

 

 

the daily unit values for the variable investment options; and

 

 

performance information regarding the variable investment options.

 

You can also:

 

 

change your allocation percentages and/or transfer among the investment options subject to certain restrictions;

 

 

elect to receive certain contract statements electronically;

 

 

enroll in, modify or cancel a rebalancing program of your Investment account value;

 

 

request a quote of your Annual withdrawal amount;

 

 

change your address;

 

 

change your Online Account Access password; and

 

 

access Frequently Asked Questions and Service Forms.

 

Online Account Access is normally available seven days a week, 24 hours a day. You may access Online Account Access by visiting our website at www.equitable.com. 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.

 

 

11


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” later in this Prospectus for more information.

 

Customer service representative:

 

You may also use our toll-free number (1-800-789-7771) to speak with one of our customer service representatives. Our customer service representatives are available on the following business days:

 

 

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

 

 

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

 

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

 

(1)

authorization for telephone transfers by your financial professional;

 

(2)

conversion of a traditional IRA to a Roth IRA contract;

 

(3)

election of the automatic investment program;

 

(4)

tax withholding elections (see withdrawal request form);

 

(5)

election of the Beneficiary continuation option;

 

(6)

IRA contribution recharacterizations;

 

(7)

Section 1035 exchanges;

 

(8)

direct transfers and specified direct rollovers;

 

(9)

exercise of the GMIB or election of an annuity payout option;

 

(10)

requests to reset your GMIB benefit base and by electing one of the following: one-time reset option, automatic annual reset program or automatic customized reset program;

 

(11)

death claims;

 

(12)

change in ownership (NQ only, if available under your contract);

 

(13)

purchase by, or change of ownership to, a non-natural owner;

 

(14)

requests for enrollment in either our Maximum payment plan or Customized payment plan under the Guaranteed minimum income benefit;

 

(15)

requests to drop or change your Guaranteed benefits;

 

(16)

requests to collaterally assign your NQ contract;

 

(17)

requests to transfer, re-allocate, rebalance, make subsequent contributions and change your future allocations (except that certain transactions may be permitted through the Online Account Access system);

 

(18)

requests to enroll in or cancel the Systematic transfer program;

(19)

transfers into and among investment options; and

 

(20)

withdrawal requests.

 

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

 

(1)

beneficiary changes;

 

(2)

contract surrender;

 

(3)

general dollar cost averaging;

 

(4)

special dollar cost averaging (if available);

 

(5)

special money market dollar cost averaging (if available); and

 

(6)

Investment simplifier.

 

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

 

(1)

automatic investment program;

 

(2)

general dollar cost averaging (including the fixed dollar and interest sweep options);

 

(3)

special dollar cost averaging (if available);

 

(4)

special money market dollar cost averaging (if available);

 

(5)

substantially equal withdrawals;

 

(6)

systematic withdrawals;

 

(7)

the date annuity payments are to begin; and

 

(8)

RMD payments from inherited IRAs.

 

To cancel or change any of the following, we require written notification at least 30 calendar days prior to your contract date anniversary:

 

(1)

automatic annual reset program; and

 

(2)

automatic customized reset program.

 

 

 

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 Online Account Access system to contact us and to complete such requests through the Internet. In the future, we may require that certain requests be completed online. We reserve the right to add, remove or change our administrative forms, procedures and programs at any time.

 

Signatures:

 

The proper person to sign forms, notices and requests is normally 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.

 

 

12


Retirement Cornerstone® Series at a glance — key features

 

 

 

Two Contract Series   This Prospectus describes two series of the Retirement Cornerstone® 19 contract — Series B and Series CP® (together “the Retirement Cornerstone® Series”). Each series provides for the accumulation of retirement savings and income, offers income and death benefit protection, and offers various payout options. Also, each series offers the Guaranteed minimum income benefit and Guaranteed minimum death benefits.
  Each series provides a different schedule of expenses and withdrawal charge periods. For details, please see the summary of the contract features below, the “Fee table” and “Charges and expenses” later in this Prospectus. Additionally, certain optional features may not be exercised until after waiting periods that extend beyond the applicable withdrawal charge period. So while you may prefer the flexibility of a shorter withdrawal charge period, you should consider this important fact if electing an optional feature. See “GMIB Exercise rules” in “Contract features and benefits” for complete details.
  Each series is subject to different contribution rules, which are described in “Contribution amounts” later in this section and in “Rules regarding contributions to your contract” in “Appendix VII” later in this Prospectus.
  The chart below shows the availability of certain key features and differences in certain charges under each series of the contract.
     Series B   Series CP®
Total separate account annual expenses   1.30%   1.65%
Maximum withdrawal charge percentages   7%   8%
Withdrawal charge periods   7 years   9 years
Special dollar cost averaging   Yes   No
Special money market dollar cost averaging   No   Yes
Credits   No   Yes
  Throughout the Prospectus, any differences among the contract series are identified.
    You should work with your financial professional to decide which series of the contract may be appropriate for you based on a thorough analysis of your particular insurance needs, financial objectives, investment goals, time horizons and risk tolerance. Not all series may be available through your financial professional.
Professional investment management   The Retirement Cornerstone® Series’ variable investment options invest in different Portfolios managed by professional investment advisers.
Guaranteed interest option  

•  Principal and interest guarantees.

•  Interest rates set periodically.

Tax advantages  

•  No tax on earnings inside the contract until you make withdrawals from your contract or receive annuity payments.

 

•  No tax on transfers among investment options inside the contract.

    If you are purchasing or contributing to an annuity contract which is an Individual Retirement Annuity (IRA), or to fund an employer retirement plan (QP or Qualified Plan), you should be aware that such annuities do not provide tax deferral benefits beyond those already provided by the Internal Revenue Code for these types of arrangements. Before purchasing or contributing to one of the contracts, you should consider whether its features and benefits beyond tax deferral meet your needs and goals. You may also want to consider the relative features, benefits and costs of these annuities compared with any other investment that you may use in connection with your retirement plan or arrangement. Depending on your personal situation, the contract’s Guaranteed benefits (other than the RMD Wealth Guard death benefit) may have limited usefulness because of required minimum distributions (“RMDs”).

 

13


Guaranteed minimum income benefit (“GMIB”)  

The GMIB is added to your contract by default, unless you decline to elect it. You may only fund the GMIB starting at age 55. For jointly owned contracts, both owners must be age 55 before the GMIB can be funded. The Initial Roll-up rates associated with the GMIB are specified in the Rate Sheet Supplement accompanying this Prospectus. If you purchase this contract at age 47 or younger, the Initial Roll-up rates will never apply to your contract.

 

The GMIB guarantees, subject to certain restrictions, annual lifetime payments (“Lifetime GMIB payments”), which will begin at the earliest of: (i) the next contract year following the date your Protected Benefit account value falls to zero, provided the no-lapse guarantee is in effect; (ii) the contract date anniversary following your 95th birthday; and (iii) your election to exercise the GMIB. Lifetime GMIB payments can be on a single or joint life basis.

 

Your ability to exercise the GMIB is subject to a waiting period which begins on the date you first fund your Protected Benefit account. The waiting period is 10 years. If you reset your GMIB benefit base, a new waiting period to exercise the GMIB may apply from the date of the reset. See “GMIB Exercise rules” in “Contract features and benefits” for complete details.

  Your Lifetime GMIB payments are calculated by applying a percentage to your GMIB benefit base. Your GMIB benefit base is tied to amounts you allocate to your Protected Benefit account. The investment options available to fund your Protected Benefit account are limited. See “GMIB Benefit base” in “Contract features and benefits” later in this Prospectus.
   

An Excess withdrawal that reduces your Protected Benefit account value to zero will cause your GMIB to terminate. Even if an Excess withdrawal does not cause your GMIB to terminate, it can greatly reduce your GMIB benefit base and the value of your benefit. Beginning in the contract year in which you fund your Protected Benefit account, and prior to the beginning of your Lifetime GMIB payments, you can take your Annual withdrawal amount without reducing your GMIB benefit base.

See “Guaranteed minimum income benefit” and “Annual withdrawal amount” under “Guaranteed minimum income benefit” in “Contract features and benefits” later in this Prospectus. Any amounts you wish to be credited toward your GMIB must be allocated to the Protected Benefit account.

The Guaranteed benefits under the contract are supported by the Company’s general account and are subject to the Company’s claims paying ability. Contract owners should look to the financial strength of the Company for its claims paying ability.

Guaranteed minimum death benefits (“GMDBs”)  

•   Return of Principal death benefit

•   Highest Anniversary Value death benefit

•   RMD Wealth Guard death benefit

Any amounts you wish to be credited toward your GMDB must be allocated to the Protected Benefit account and, if you also have the GMIB, you cannot fund the Protected Benefit account until at least age 55.

The Return of Principal death benefit and Highest Anniversary Value death benefit are available in combination with the GMIB. If you do not select either the Highest Anniversary Value death benefit or the RMD Wealth Guard death benefit, the Return of Principal death benefit will automatically be issued with all eligible contracts. Eligible contracts are those that meet the owner and annuitant issue age requirements described under “Rules regarding contributions to your contract” in “Appendix VII”.

The Return of Principal death benefit, like all of the guaranteed minimum death benefits, only applies to amounts you allocate to the Protected Benefit account variable investment options and not to the contract as a whole.

The RMD Wealth Guard death benefit cannot be elected in combination with the GMIB.

An Excess RMD withdrawal will reduce your RMD Wealth Guard death benefit base on a pro rata basis. A pro rata reduction to your RMD Wealth Guard death benefit base could be greater than the dollar amount of the withdrawal and could significantly reduce or eliminate the value of your RMD Wealth Guard death benefit.

The Guaranteed benefits under the contract are supported by the Company’s general account and are subject to the Company’s claims paying ability. Contract owners should look to the financial strength of the Company for its claims paying ability.

 

14


Investment account death benefit   The death benefit in connection with your Investment account is equal to the return of your account value as of the day we receive satisfactory proof of the owner’s (or older joint owner’s, if applicable) death, any required instructions for method of payment, and any required information and forms necessary to effect payment.
Dropping or changing your Guaranteed benefits   You have the option to drop or change your Guaranteed benefits subject to our rules. In some cases, you may have to wait a specified time period in order to drop your benefits. Please see “Dropping or changing your Guaranteed benefits” in “Contract features and benefits,” as well as Appendix I, for more information.
Credit and Earnings bonus (Series CP® contracts only)  

You allocate your contributions among the available investment options. We allocate a Credit to the corresponding investment options at the same time. The Credit will apply to subsequent contribution amounts only to the extent that those amounts exceed total withdrawals from the contract. The amount of Credit is 3% of each contribution. The Credit is subject to recovery by us in certain limited circumstances.

An amount equal to 5% of your annual investment gains will be added to your Total account value on each contract date anniversary. This amount is the Earnings bonus. We do not recover amounts associated with the Earnings bonus on investment gains. Please see “Credits and Earnings bonus” in “Contract features and benefits” for more information.

Contribution amounts   The chart below shows the minimum initial and, in parenthesis, subsequent contribution amounts under the contracts. Please see “How you can purchase and contribute to your contract” in “Contract features and benefits”, “Simplified Employee Pension Plans (SEP Plans)” in “Tax information” and “Rules regarding contributions to your contract” in “Appendix VII” for more information, including important limitations on contributions.
     Series B   Series CP®
NQ   $5,000($500)(1)   $10,000($500)(1)
Traditional or Roth IRA   $5,000($50)(1)   $10,000($50)(1)
Inherited IRA Beneficiary continuation contract (traditional IRA or Roth IRA) (“Inherited IRA”)   $5,000($1,000)   n/a
QP   $5,000($500)   $10,000($500)
SEP IRA   $5,000($500)(1)   $10,000($500)(1)
 

(1) $100 monthly and $300 quarterly under our automatic investment program.

 

•   Maximum contribution limitations apply to all contracts. For more information, please see “How you can purchase and contribute to your contract” in “Contract features and benefits” later in this Prospectus.

  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. Further, we may at any time exercise our rights to limit or terminate your contributions and transfers to any of the variable investment options (including the Protected Benefit account variable investment options) and to limit the number of variable investment options which you may select.
Account types  

You may allocate your contributions to the Investment account, or, if you are eligible to have one or more Guaranteed benefits and you wish to fund them, you may allocate your contributions to the Protected Benefit account. The Investment account offers over 100 investment options and is designed to meet the asset allocation and accumulation needs of a many types of investors. The Protected Benefit account offers a limited selection of core investment options that work in conjunction with the optional Guaranteed benefits. You should be aware that we select investment options for the Protected Benefit account that generally offer lower volatility in order to reduce our downside exposure in providing the Guaranteed benefits. In rising market conditions, this strategy may also result in periods of underperformance.

Investment account

•   Investment account variable investment options

•   Guaranteed interest option

•   Amounts in a Special DCA program designated for future transfers to Investment account variable investment options or the guaranteed interest option

 

15


Account types

(continued)

 

Protected Benefit account

•   Protected Benefit account variable investment options

•   Amounts in a Special DCA program designated for future transfers to Protected Benefit account variable investment options

Access to your money  

•   Partial withdrawals

•   Several options for withdrawals on a periodic basis

•   Contract surrender

•   Various options for required minimum distributions

•   Maximum payment plan (only under contracts with GMIB)

•   Customized payment plan (only under contracts with GMIB)

Any income you receive may be subject to tax; it may also be subject to an additional 10% income tax penalty unless you are age 591/2 or another exception applies. Also, certain withdrawals will diminish the value of any Guaranteed benefits you have funded. Withdrawal charges may also apply.

Payout options  

•   Fixed annuity payout options

•   Other payout options through other contracts

Additional features  

•   Dollar cost averaging programs

•   Automatic investment program

•   Optional rebalancing (for amounts in the Investment account variable investment options and guaranteed interest option)

•   Systematic transfer program (four options for transfers from the Investment account to the Protected Benefit account)

•   Transfers among investment options at no charge (subject to limitations)

•   Waiver of withdrawal charge for certain withdrawals, disability, terminal illness, or confinement to a nursing home

•   Option to drop or change your Guaranteed benefits after issue, subject to our rules. Please see “Dropping or changing your Guaranteed benefits” in “Contract features and benefits,” as well as Appendix I, for more information.

•   Spousal continuation

•   Beneficiary continuation option

•   Annual resets of your GMIB benefit base

Fees and charges   Please see “Fee table” later in this section for complete details.
Owner and annuitant issue ages   Please see “Rules regarding contributions to your contract” in “Appendix VII” for owner and annuitant issue ages applicable to your contract.
Contract Termination   Your contract may terminate without value if your Total account value falls to zero as a result of Excess withdrawals, or the payment of any applicable charges when due, or a combination of the two. Please see “Effect of your account values falling to zero” in “Determining your contract’s value” later in this Prospectus for more information.
Your right to cancel   To exercise your cancellation right under the contract, you must notify us with a signed letter of instruction electing this right, to our processing office within 10 days after you receive your contract. If state law requires, this “free look” period may be longer. See “Your right to cancel within a certain number of days” in “Contract features and benefits” later in this Prospectus for more information.
Guaranteed benefit offers   From time to time, we may offer you some form of payment or incentive in return for terminating or modifying certain guaranteed benefits. See “Guaranteed benefit offers” in “Contract features and benefits” for more information.

 

The table above summarizes only certain current key features and benefits of the contract. The table also summarizes certain current limitations, restrictions and exceptions to those features and benefits that we have the right to impose under the contract and that are subject to change in the future. In some cases, other limitations, restrictions and exceptions may apply. The contract may not currently be available in all states. Certain features and benefits described in this Prospectus may vary in your state; all features and benefits may not be available in all contracts, in all states or from all selling broker-dealers. You may contact us to purchase any version of the contract if a version is not offered by the selling broker-dealer. For a state-by-state description of all material variations of this contract, see Appendix V later in this Prospectus.

 

16


For more detailed information, we urge you to read the contents of this Prospectus, as well as your contract. 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 Prospectus should be read carefully before investing. Please feel free to speak with your financial professional, or call us, if you have any questions.

 

Other contracts

 

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

 

You should work with your financial professional to decide whether one or more optional benefits are appropriate for you based on a thorough analysis of your particular insurance needs, financial objectives, investment goals, time horizons and risk tolerance.

 

17


Fee table

 

 

 

The following tables describe the fees and expenses that you will pay when buying, owning and surrendering the contract. Each of the charges and expenses is more fully described in “Charges and expenses” later in this Prospectus.

 

The first table describes fees and expenses that you will pay at the time that you surrender the contract or if you make certain withdrawals, transfers or request special services. Charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state, may also apply.(1)

 

Charges we deduct from your account value at the time you request certain transactions

Maximum withdrawal charge as a percentage of contributions withdrawn (deducted if you surrender your contract or make certain withdrawals or apply your cash value to certain payout options):(2)  
Series B      Series  CP®
7.00%      8.00%(9)
Charge for each additional transfer in excess of 12 transfers per contract year:(3)  

Maximum Charge: $35

Current Charge: $0

 
Special service charges:(4)   

•   Express mail charge

•   Wire transfer charge

•   Duplicate contract charge

•   Check preparation charge(5)

 

•   Charge for third party transfer or exchange(5)

  

Current and Maximum Charge:

Current and Maximum Charge:

Current and Maximum Charge:

Maximum Charge:

Current Charge:

 

Maximum Charge:

Current Charge:

 

$35

$90

$35(6)

$85

$0

 

$125

$65(6)

The following tables describe the fees and expenses that you will pay periodically during the time that you own the contract, not including the underlying trust portfolio fees and expenses.

Charges we deduct from your account value on each contract date anniversary

 

       
Maximum annual administrative charge(7)             

If your account value on a contract date anniversary is less than $50,000(8)

   $30          

If your account value on a contract date anniversary is $50,000 or more

   $0          

Charges we deduct from your variable investment options expressed as an annual percentage of daily net assets

separate account annual expenses:(9)    Series B    Series  CP®       
Operations    0.80%    1.05%       
Administration    0.30%    0.35%       
Distribution    0.20%    0.25%       
  

 

  

 

      
Total separate account annual expenses (“Contract fee”)    1.30%    1.65%       

Charges we deduct from your account value each year if you fund any of the following optional benefits

Guaranteed minimum death benefit charge (Calculated as a percentage of the applicable benefit base.(10) Deducted annually(11) on each contract date anniversary for which the benefit is in effect.)       

Return of Principal death benefit

     No Additional Charge         

Highest Anniversary Value death benefit

     0.35% (current and maximum)          

RMD Wealth Guard death benefit

            

Maximum Charge:

    

1.20% (for issue ages 20-64)

2.00% (for issue ages 65-68)

 

 

      

Current Charge(12):

    

0.60% (for issue ages 20-64)

1.00% (for issue ages 65-68)

 

 

                  

 

18


Guaranteed minimum income benefit charge (Calculated as a percentage of the GMIB benefit base(10). Deducted annually(11) on each contract date anniversary for which the benefit is in effect.)               

Maximum Charge:

    2.50%              

Current Charge(13):

    1.25%                                      

You also bear your proportionate share of all fees and expenses paid by a Portfolio that corresponds to any variable investment option you are using. This table shows the lowest and highest total operating expenses charged by any of the Portfolios that you will pay periodically during the time that you own the contract. These fees and expenses are reflected in the Portfolio’s net asset value each day. Therefore, they reduce the investment return of the Portfolio and the related variable investment option. Actual fees and expenses are likely to fluctuate from year to year. More detail concerning each Portfolio’s fees and expenses is contained in the prospectus for the Portfolio.

 

Portfolio operating expenses expressed as an annual percentage of daily net assets

Total Annual Portfolio Operating Expenses (expenses that are deducted from Portfolio assets including management fees, 12b-1 fees, service fees, and/or other expenses)(*)      Lowest

0.58%

     Highest

2.37%

 

Notes:

 

(*)

“Total Annual Portfolio Operating Expenses” are based, in part, on estimated amounts of such expenses. Pursuant to a contract, Equitable Investment Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of certain affiliated Portfolios through April 30, 2021 (“Expense Limitation Arrangement”) (unless the Trust’s Board of Trustees consents to an earlier revision or termination of this agreement). The Expense Limitation Arrangement may be terminated by Equitable Investment Management Group, LLC at any time after April 30, 2021. The range of expenses in the table above does not include the effect of any Expense Limitation Arrangement. The Expense Limitation Arrangement does not apply to unaffiliated Portfolios. The range of expense in the table below includes the effect of the Expense Limitation Arrangements.

 

Portfolio operating expenses expressed as an annual percentage of daily net assets

Total Annual Portfolio Operating Expenses after the effect of Expense Limitation Arrangements(14)    Lowest

0.58%

     Highest

2.26%

 

For complete information regarding the Expense Limitation Arrangements see the prospectuses for the underlying Portfolios.

 

(1)

The current tax charge that might be imposed varies by jurisdiction and currently ranges from 0% to 3.5%.

 

(2)

Deducted upon a withdrawal of amounts in excess of the free withdrawal amount, if applicable:

 

The withdrawal charge percentage we use is determined by the contract year in which you make the withdrawal, surrender your contract to receive its cash value, or, if offered, surrender your contract to apply your cash value to a non-life contingent annuity payment option. For each contribution, we consider the contract year in which we receive that contribution to be “contract year 1”).

 

Contract Year

   Series B        Series CP®  

1

     7.00%          8.00%  

2

     7.00%          8.00%  

3

     6.00%          7.00%  

4

     6.00%          6.00%  

5

     5.00%          5.00%  

6

     3.00%          4.00%  

7

     1.00%          3.00%  

8

     0.00%          2.00%  

9

     0.00%          1.00%  

10+

     0.00%          0.00%  

 

(3)

Currently, we do not charge for transfers among investment options under the contract. However, we reserve the right to charge for transfers in excess of 12 transfers per contract year. We will charge no more than $35 for each transfer at the time each transfer is processed. See “Transfer charge” under “Charges that the Company deducts” in “Charges and expenses” later in this Prospectus.

 

(4)

These charges may increase over time to cover our administrative costs. We may discontinue these services at any time.

 

(5)

The sum of these charges will never exceed 2% of the amount disbursed or transferred.

 

(6)

This charge is currently waived. This waiver may be discontinued at any time, with or without notice.

 

(7)

If the contract is surrendered or annuitized or a death benefit is paid on any date other than the contract date anniversary, we will deduct a pro rata portion of the administrative charge for that year.

 

(8)

During the first two contract years this charge, if applicable, is equal to the lesser of $30 or 2% of your Total account value. Thereafter, the charge, if applicable, is $30 for each contract year.

 

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(9)

In connection with the separate account annual expenses, these charges compensate us for certain risks we assume and expenses we incur under the contract. We expect to make a profit from these charges. For Series CP® contracts, both the contract fee and the withdrawal charge compensate us for the expense associated with the Credit.

 

(10)

The benefit base is not an account value or cash value. Your initial benefit base is equal to your initial contribution or transfer to the Protected Benefit account variable investment options and amounts in a Special DCA program designated for transfers to the Protected Benefit account variable investment options. For Series CP® contracts, your initial benefit base does not include the Credit. Subsequent adjustments to the applicable benefit base and the investment performance of the Protected Benefit account may result in a “benefit base” that is significantly different from your total contributions or future transfers to, or account value in, the Protected Benefit account. See “Guaranteed minimum death benefits” and “Guaranteed minimum income benefit” in “Contract features and benefits” later in this Prospectus.

 

(11)

If the contract is surrendered or annuitized, or a death benefit is paid, or the benefit is dropped (if applicable), on any date other than the contract date anniversary, we will deduct a pro rata portion of the charge for that year.

 

(12)

We reserve the right to increase or decrease this charge any time after your second contract date anniversary. See “RMD Wealth Guard death benefit charge” in “Charges and expenses” later in this Prospectus.

 

(13)

We reserve the right to increase or decrease this charge any time after your second contract date anniversary. See “Guaranteed minimum income benefit charge” in “Charges and expenses” later in this Prospectus.

 

(14)

“Total Annual Portfolio Operating Expenses” are based, in part, on estimated amounts of such expenses.

 

Examples

 

These examples are intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and underlying trust fees and expenses (including the underlying portfolio fees and expenses). These examples do not reflect charges for any special service you may request.

 

General note about examples in this Prospectus: All examples assume that the contract owner is age eligible to fund the referenced Guaranteed benefits.

 

The first example below shows the expenses that a hypothetical contract owner (who has elected the “Highest Anniversary Value” death benefit with the Guaranteed minimum income benefit) would pay in the situations illustrated. These examples use an estimated average annual administrative charge based on anticipated sales and contract sizes, which results in an estimated annual administrative charge calculated as a percentage of contract value, as follows: Series B:     % and Series CP®:     %. The example assumes the maximum charges that would apply based on a 5% return for the “Highest Anniversary Value” death benefit and Guaranteed minimum income benefit, both of which are calculated as a percentage of each Guaranteed benefit’s benefit base. The example also assumes there has not been a withdrawal from the Protected Benefit account.

 

In this example, we assume the highest Deferral Roll-up rate of 8% that can be applied to the GMIB benefit base annually. We do this because this will result in the highest minimum GMIB benefit base. Since the charges for the GMIB and “Highest Anniversary Value” death benefit are calculated as a percentage of their applicable benefit bases, the examples show the maximum charges under these assumptions. We reserve the right to declare a Deferral Roll-up rate in excess of 8%. A higher Deferral Roll-up rate could result in a higher GMIB benefit base. However, since we cannot predict how high your Deferral Roll-up rate might be, we have based the example on a Deferral Roll-up rate of 8%, which is the highest rate available under the Deferral Ten-Year Treasuries Formula Rate. See “Deferral Roll-up rate” under “Guaranteed minimum income benefit” in “Contract features and benefits.”

 

Amounts allocated to the Special DCA programs (as available) are not covered by these examples. The annual administrative charge and any applicable withdrawal charge do apply to amounts allocated to the Special DCA programs.

 

The example assumes that you invest $10,000 in the Protected Benefit account variable investment options for the time periods indicated, and that your investment has a 5% return each year. The example for Series CP® contracts assumes that a 3% Credit was applied to your contribution. Other than the annual administrative charge and the charges for the Guaranteed benefits (which are described immediately above), the example also assumes separate account annual expenses and that amounts are allocated to the Protected Benefit account variable investment options that invest in Portfolios with (a) the maximum fees and expenses, and (b) the minimum fees and expenses (before expense limitations). Each example should not be considered a representation of past or future expenses for each option. Actual expenses may be greater or less than those shown. Similarly, the annual rate of return assumed in each example is not an estimate or guarantee of future investment performance. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Series B  
     If you surrender your contract at the
end of the applicable time period
    If you do not surrender your contract at the
end of the applicable time period
 
     1 year     3 years     5 years     10 years     1 year      3 years      5 years      10 years  

(a)  assuming maximum fees and expenses of any of the Protected Benefit account investment options

                                                                  

(b)  assuming minimum fees and expenses of any of the Protected Benefit account investment options

                                                                  

 

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Series CP®  
     If you surrender your contract at the
end of the applicable  time period
    If you do not surrender your contract at the
end of the applicable time period
 
     1 year     3 years     5 years     10 years     1 year      3 years      5 years      10 years  

(a)  assuming maximum fees and expenses of any of the Protected Benefit account investment options

                                                                  

(b)  assuming minimum fees and expenses of any of the Protected Benefit account investment options

                                                                  

 

The next example shows the expenses that a hypothetical contract owner who has opted out of all optional benefits that have fees associated with them would pay in the situations illustrated. These examples use an estimated average annual administrative charge based on anticipated sales and contract sizes, which results in an estimated annual administrative charge calculated as a percentage of contract value, as follows: Series B:     % and Series CP®:     %.

 

The example assumes amounts are allocated to the most expensive and least expensive Portfolio. Amounts allocated to the guaranteed interest option and the Special DCA programs (as available) are not covered by these examples. The annual administrative charge and any applicable withdrawal charge do apply to amounts allocated to the guaranteed interest option and the Special DCA programs.

 

The example assumes that you invest $10,000 in the Investment account variable investment options for the time periods indicated, and that your investment has a 5% return each year. The example for Series CP® contracts assumes that a 3% Credit was applied to your contribution. Other than the annual administrative charge (which is described immediately above), the example also assumes maximum contract charges and total annual expenses of the Portfolios (before expense limitations) invested in by the Investment account variable investment options set forth in the previous charts. Each example should not be considered a representation of past or future expenses for each option. Actual expenses may be greater or less than those shown. Similarly, the annual rate of return assumed in each example is not an estimate or guarantee of future investment performance. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Series B  
     If you surrender your contract at the
end of the applicable time period
    If you do not surrender your
contract at the end of the
applicable time period
 
     1 year     3 years     5 years     10 years     1 year     3 years     5 years     10 years  

(a)  assuming maximum fees and expenses of any of the Portfolios

                                                               

(b)  assuming minimum fees and expenses of any of the Portfolios

                                                               
Series CP®  
     If you surrender your contract at the
end of the applicable time period
    If you do not surrender your
contract at the end of the
applicable time period
 
     1 year     3 years     5 years     10 years     1 year     3 years     5 years     10 years  

(a)  assuming maximum fees and expenses of any of the Portfolios

                                                               

(b)  assuming minimum fees and expenses of any of the Portfolios

                                                               

 

For information on how your contract works under certain hypothetical circumstances, please see Appendix IV at the end of this Prospectus.

 

Condensed financial information

 

Because the contracts offered by this Prospectus have not yet been sold, no class of accumulation units have yet been derived from the contracts offered by this Prospectus.

 

21


1. Contract features and benefits

 

 

 

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 an application from you or any contribution from you at any time, including after you purchase the contract. We require a minimum contribution amount for each type of contract purchased. Maximum contribution limitations also apply. The tables in Appendix VII later in this Prospectus, summarize our current rules regarding contributions to your contract, which are subject to change. Both the owner and annuitant named in the contract must meet the issue age requirements shown in the table, and contributions are based on the age of the older of the original owner and annuitant.

 

 

We reserve the right to change our current limitations on your contributions and to discontinue acceptance of contributions.

 

 

We currently do not accept any contribution to your contract if: (i) 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, or (ii) the aggregate 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 and other contribution limitations based on certain criteria that we determine, including Guaranteed benefits, issue age, aggregate contributions, variable investment option allocations and selling broker-dealer compensation. These and other contribution limitations may not be applicable in your state. For a state-by-state description of all material variations of the contracts, see Appendix V later in this Prospectus.

 

You may not contribute or transfer more than $1,500,000 to your Protected Benefit account variable investment options and a Special DCA program with amounts designated for the Protected Benefit account variable investment options.

 

Once a withdrawal is taken from your Protected Benefit account, you cannot make additional contributions to your Protected Benefit account, either directly or through a new Special DCA program. You may, however, be able to continue to make transfers from your Investment account to the Protected Benefit account variable investment options until such time you make a subsequent contribution to your Investment account. Scheduled transfers from an existing Special DCA program will continue through to the program’s conclusion.

 

We may accept less than the minimum initial contribution under a contract if an aggregate amount of Retirement Cornerstone® Series contracts, respectively, purchased at the same time by an individual (including spouse) meet the minimum.

 

The “owner” is the person who is the named owner in the contract and, if an individual, is the measuring life for determining contract benefits. The “annuitant” is the person who is the measuring life for determining the contract maturity date. The annuitant is not necessarily the contract owner. Where the owner of a contract is non-natural, the annuitant is the measuring life for determining contract benefits.

 

 

Upon advance notice to you, we may exercise certain rights we have under the contract regarding contributions, including our rights to:

 

 

Change our contribution requirements and limitations and our transfer rules, including to:

 

 

increase or decrease our minimum contribution requirements and increase or decrease our maximum contribution limitations;

 

 

discontinue the acceptance of subsequent contributions to the contract;

 

 

discontinue the acceptance of subsequent contributions and/or transfers into one or more of the variable investment options and/or guaranteed interest option; and

 

 

discontinue the acceptance of subsequent contributions and/or transfers into the Protected Benefit account variable investment options.

 

 

Default certain contributions and transfers designated for a Protected Benefit account variable investment option(s) to the corresponding Investment account variable investment option(s), which invests in the same underlying Portfolio(s). See “Rebalancing among your Protected Benefit account variable investment options” under “Allocating your contributions” later in this section.

 

 

Further limit the number of variable investment options you may invest in at any one time.

 

 

Limit or terminate new contributions or transfers to an investment option.

 

We reserve the right in our sole discretion to discontinue the acceptance of, and/or place limitations on contributions and transfers into the contract and/or certain investment options. If you have one or more Guaranteed benefits and we exercise our right to discontinue the acceptance of, and/or place additional limitations on, contributions to the contract and/or contributions and/or transfers into the Protected Benefit account variable investment options, you may no longer be able to fund your Guaranteed benefit(s). This means that if you have not yet allocated amounts to the Protected Benefit account variable investment options, you may not be able to fund your Guaranteed benefit(s). This also means that if you have already

 

 

22


funded your Guaranteed benefits by allocating amounts to the Protected Benefit account variable investment options, you may no longer be able to increase your Protected Benefit account value and the benefit bases associated with your Guaranteed benefits through contributions and transfers.

 

Owner and annuitant requirements

 

Under NQ contracts, the annuitant can be different from the owner. Only natural persons can be joint owners. This means that an entity such as a corporation cannot be a joint owner. We also reserve the right to prohibit availability of this contract to other non-natural owners.

 

For NQ contracts (with a single owner, joint owners, or a non-natural 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 and only where the joint annuitants are spouses.

 

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

 

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” later in this section 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. However, in the event of a conflict between federal and state law, we follow federal rules. Certain same-sex 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.

 

In general, we will not permit a contract to be owned by a minor unless it is pursuant to the Uniform Gift 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 a plan participant/employee. The term “QP contracts” used in this Prospectus refers to QPDB and/or QPDC contracts. See Appendix II at the end of this Prospectus for more information regarding 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 owner and joint owner, we intend these to be references to annuitant and joint annuitant, respectively, if the contract has a non-natural owner. Unless otherwise stated, if the contract is jointly owned or is issued to a non-natural owner, benefits are based on the age of the older joint owner or older joint annuitant, as applicable.

Purchase considerations for a charitable remainder trust

 

(This section only applies to Series B.)

 

If you are purchasing the contract to fund a charitable remainder trust and allocate any account value to the Protected Benefit account, you should strongly consider “split-funding”: that is, the trust holds investments in addition to this Retirement Cornerstone® 19 contract. Charitable remainder trusts are required to make specific distributions. The charitable remainder trust annual distribution requirement may be equal to a percentage of the donated amount or a percentage of the current value of the donated amount. The required distribution may have an adverse impact on the value of your Guaranteed benefits.

 

Series CP® contracts are not available for purchase by charitable remainder trusts.

 

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 We may also apply contributions made pursuant to an intended Section 1035 tax-free exchange or a direct transfer. For an IRA contract (traditional or Roth) your initial contribution must be a direct transfer contribution from another IRA contract (traditional or Roth, as the case may be) or a rollover from an IRA or other eligible retirement plan. 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 or not in accordance with our administrative procedures.

 

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 non-interest 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 non-interest bearing suspense account and transmit your application to us, so that we can consider your application for processing.

 

 

The “contract date” is the effective date of a contract. This usually is the business day we receive the properly completed and signed application, along with any other required documents, and your initial contribution. Your contract date will be shown in your contract. The 12 month period beginning on your contract date and each 12 month period after that date is a “contract year.” The end of each 12 month period is your “contract date anniversary.” For example, if your contract date is May 1, your contract date anniversary is April 30.

 

 

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

 

 

23


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 non-interest 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 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 date we receive the missing 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 SEC. We may also close early due to such emergency conditions. For more information about our business day and our pricing of transactions, please see “Dates and prices at which contract events occur” in “More information” later in this Prospectus.

 

 

What are your investment options under the contract?

 

Your investment options are the following:

 

 

Protected Benefit account variable investment options (used to fund Guaranteed benefits);

 

 

Investment account variable investment options;

 

 

Guaranteed interest option;

 

 

the account for special money market dollar cost averaging (Series CP® contracts only); and

 

 

the account for special dollar cost averaging (Series B contracts only).

 

All eligible contracts will be issued with the Return of Principal death benefit unless you make an alternate election of the Highest Anniversary Value death benefit or the RMD Wealth Guard death benefit. The RMD Wealth Guard death benefit is not available if you elected the GMIB. Your Guaranteed benefits do not need to be funded at issue. Also, any applicable charges will not be assessed until you fund your Protected Benefit account. The Protected Benefit account variable investment options are used to fund these benefits.

Only amounts you allocate to the Protected Benefit account variable investment options and amounts in a Special DCA program designated for future transfers to the Protected Benefit account variable investment options will fund your Guaranteed benefits. These amounts will be included in the respective benefit bases of your Guaranteed benefits and will become part of your Protected Benefit account value. All amounts allocated to the Protected Benefit account variable investment options and amounts in a Special DCA program designated for Protected Benefit account variable investment options are subject to the terms and conditions of the Guaranteed benefits under your contract.

 

If you allocate to investment options available to fund your Guaranteed benefits, you may later decide to change your allocation instructions in order to increase, decrease or stop the funding of your Guaranteed benefits. Also, if you have a Guaranteed benefit, there is no requirement that you must fund it either at issue or on any future date.

 

If you have a Guaranteed benefit and allocate any amount to the Protected Benefit account variable investment options or a Special DCA program with amounts designated for future transfers to the Protected Benefit account variable investment options, you are funding the Guaranteed benefits under your contract. No other action is required of you. If you do not wish to fund a Guaranteed benefit, you should not allocate contributions or make transfers to your Protected Benefit account. See “Allocating your contributions” later in this section.

 

Once you allocate amounts to the Protected Benefit account variable investment options, such amounts may be transferred among the Protected Benefit account variable investment options, but may not be transferred to the Investment account variable investment options or the guaranteed interest option. In addition, we may at any time exercise our right to limit or terminate transfers into any of the variable investment options. For more information, see “Transferring your money among investment options” later in this Prospectus.

 

The table below shows the current Protected Benefit account variable investment options and Investment account variable investment options available to you. It is important to note that the Protected Benefit account variable investment options are also available as Investment account variable investment options. The Protected Benefit account variable investment options invest in the same Portfolios as the corresponding Investment account variable investment options.

 

Protected Benefit Account Variable Investment Options

 

 

1290 VT Moderate Growth Allocation

 

EQ/AB Dynamic Aggressive Growth

 

EQ/AB Dynamic Growth

 

EQ/AB Dynamic Moderate Growth

 

EQ/Aggressive Growth Strategy

 

EQ/American Century Moderate Growth Allocation

 

EQ/AXA Investment Managers Moderate Allocation

 

EQ/Balanced Strategy

 

EQ/Conservative Growth Strategy

 

EQ/Conservative Strategy

 

EQ/First Trust Moderate Growth Allocation

 

EQ/Goldman Sachs Growth Allocation

 

EQ/Goldman Sachs Moderate Growth Allocation

 

EQ/Growth Strategy

 

EQ/Invesco Moderate Allocation

 

EQ/Invesco Moderate Growth Allocation

 

EQ/JPMorgan Growth Allocation

 

EQ/Legg Mason Growth Allocation

 

EQ/Legg Mason Moderate Allocation

 

EQ/Moderate Growth Strategy

 

 

 

 

24


Investment Account Variable Investment Options

 

 

1290 VT DoubleLine Dynamic Allocation

 

1290 VT DoubleLine Opportunistic Bond

 

1290 VT Equity Income

 

1290 VT GAMCO Mergers & Acquisitions

 

1290 VT GAMCO Small Company Value

 

1290 VT High Yield Bond

 

1290 VT Low Volatility Global Equity

 

1290 VT Micro Cap

 

1290 VT Moderate Growth Allocation

 

1290 VT Natural Resources

 

1290 VT Real Estate

 

1290 VT Small Cap Value

 

1290 VT SmartBeta Equity

 

American Funds Insurance Series® Bond Fund

 

American Funds Insurance Series® Global Small Capitalization Fund

 

American Funds Insurance Series® New World Fund®

 

BlackRock Global Allocation V.I. Fund

 

BlackRock Large Cap Focus Growth V.I. Fund

 

ClearBridge Variable Aggressive Growth

 

ClearBridge Variable Appreciation

 

ClearBridge Variable Dividend Strategy

 

ClearBridge Variable Mid Cap

 

Eaton Vance VT Floating-Rate Income

 

EQ/AB Dynamic Aggressive Growth

 

EQ/AB Dynamic Growth

 

EQ/AB Dynamic Moderate Growth

 

EQ/AB Small Cap Growth

 

EQ/Aggressive Growth Strategy

 

EQ/All Asset Growth
Allocation

 

EQ/American Century Mid Cap Value(1)

 

EQ/American Century Moderate Growth Allocation

 

EQ/AXA Investment Managers Moderate Allocation

 

EQ/Balanced Strategy

 

EQ/BlackRock Basic Value Equity

 

EQ/ClearBridge Large Cap Growth

 

EQ/ClearBridge Select Equity Managed Volatility

 

EQ/Common Stock Index

 

EQ/Conservative Growth Strategy

 

EQ/Conservative Strategy

 

EQ/Core Bond Index

 

EQ/Emerging Markets Equity PLUS

 

EQ/Equity 500 Index

 

EQ/Fidelity Institutional AM® Large Cap

 

EQ/First Trust Moderate Growth Allocation

 

EQ/Franklin Rising Dividends

 

EQ/Franklin Strategic Income

 

EQ/Goldman Sachs Growth Allocation

 

EQ/Goldman Sachs Mid Cap Value

 

EQ/Goldman Sachs Moderate Growth Allocation

 

EQ/Growth Strategy

 

EQ/Intermediate Government Bond

 

EQ/International Core Managed Volatility

 

EQ/International Equity Index

 

EQ/Invesco Comstock

 

EQ/Invesco Global

 

EQ/Invesco Global Real Estate

 

EQ/Invesco International Growth

 

EQ/Invesco Moderate Allocation

 

EQ/Invesco Moderate Growth Allocation

 

EQ/Janus Enterprise

 

EQ/JPMorgan Growth Allocation

 

EQ/JPMorgan Value Opportunities

 

EQ/Large Cap Growth Index

 

EQ/Large Cap Value Index

 

EQ/Large Cap Value Managed Volatility

 

EQ/Lazard Emerging Markets Equity

 

EQ/Legg Mason Growth Allocation

 

EQ/Legg Mason Moderate Allocation

 

EQ/Loomis Sayles Growth

 

EQ/MFS International Growth

 

EQ/MFS International Intrinsic Value(2)

 

EQ/MFS Mid Cap Focused Growth

 

EQ/MFS Technology

 

EQ/MFS Utilities

 

EQ/Mid Cap Index

 

EQ/Mid Cap Value Managed Volatility

 

EQ/Moderate Allocation

 

EQ/Moderate Growth Strategy

 

EQ/Money Market

 

EQ/PIMCO Global Real Return

 

EQ/PIMCO Real Return

 

EQ/PIMCO Total Return

 

EQ/PIMCO Ultra Short Bond

 

EQ/Small Company Index

 

EQ/T. Rowe Price Growth Stock

 

EQ/T. Rowe Price Health Sciences

 

EQ/Wellington Energy

 

Fidelity® VIP Mid Cap

 

Fidelity® VIP Strategic Income

 

First Trust/Dow Jones Dividend & Income Allocation

 

First Trust Multi Income Allocation

 

Franklin Allocation VP

 

Franklin Income VP

 

Invesco V.I. Diversified Dividend

 

Invesco V.I. Equity and Income

 

Invesco V.I. High Yield

 

Invesco V.I. Mid Cap Core Equity

 

Invesco V.I. Small Cap Equity

 

Ivy VIP High Income

 

Lord Abbett Bond Debenture

 

MFS® Investors Trust Series

 

MFS® Massachusetts Investors Growth Stock

 

Multimanager Aggressive Equity

 

Multimanager Technology

 

Neuberger Berman International Equity

 

Neuberger Berman U.S. Equity Index PutWrite Strategy

 

PIMCO CommodityRealReturn® Strategy

 

PIMCO Income

 

ProFund VP Biotechnology

 

Putnam VT Diversified Income

 

QS Legg Mason Dynamic Multi-Strategy VIT

 

Templeton Developing Markets VIP

 

Templeton Global Bond VIP

 

 

If you decide to participate in a Special DCA program, any amounts allocated to the program that are designated for future transfers to the Protected Benefit account variable investment options will be included in the Protected Benefit account value. Any amounts allocated to a Special DCA program that are designated for future transfers to the Investment account variable investment options and the guaranteed interest option will be included in your Investment account value. As discussed later in this section, the Special DCA programs allow you to gradually allocate amounts to available investment options through periodic transfers. You can allocate to either or both Investment account and Protected Benefit account variable investment options as part of your Special DCA program. See “Allocating your contributions” later in this section.

 

Variable investment options

 

Your investment results in any one of the variable investment options will depend on the investment performance of the underlying Portfolios. You can lose your principal when investing in the variable investment options. 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. Listed below are the currently available Portfolios, their investment objectives their investment manager(s) and/or sub-adviser(s). We may, at any time, exercise our rights to limit or terminate your contributions, allocations and transfers to any of the variable investment options (including the Protected Benefit account variable investment options) and to limit the number of variable investment options which you may select.

 

 

25


Portfolios of the Trusts

 

We offer both affiliated and unaffiliated Trusts, which in turn offer one or more Portfolios. Equitable Investment Management Group, LLC (“Equitable IMG”), formerly AXA Equitable Funds Management Group, LLC, a wholly owned subsidiary of the Company, serves as the investment adviser of the Portfolios of EQ Premier VIP Trust and EQ Advisors Trust. For some affiliated 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 affiliated Trusts and is responsible for retaining or discontinuing the services of those sub-advisers. The chart below indicates the sub-adviser(s) for each Portfolio, if any. The chart below also shows the currently available Portfolios and their investment objectives.

 

You should be aware that Equitable Advisors and Equitable Distributors, LLC (“Equitable Distributors”), (together, the “Distributors”) directly or indirectly receive 12b-1 fees from affiliated 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 affiliated 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 management fees and administrative fees in connection with the services it provides to the affiliated Portfolios. As such, it is generally more profitable for us to offer affiliated Portfolios than to offer unaffiliated Portfolios.

 

The Company or the Distributors may directly or indirectly receive 12b-1 fees and additional payments from certain unaffiliated Portfolios, their advisers, sub-advisers, distributors or affiliates, for providing certain administrative, marketing, distribution and/or shareholder support services. These fees and payments range from 0% to 0.60% of the unaffiliated Portfolios’ average daily net assets. The Distributors may also receive payments from the advisers or sub-advisers of the unaffiliated Portfolios or their affiliates for certain distribution services, including expenses for sales meetings or seminar sponsorships that may relate to the contracts and/or the advisers’ respective 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 affiliated 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 Total 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” later in this section for more information about your role in managing your allocations.

 

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

 

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 below in the chart by a ““ under the column entitled “Volatility Management.”

 

You should be aware that having the GMIB and/or certain other guaranteed benefits limits your ability to invest in some of the variable investment options that would otherwise be available to you under the contract. See “Allocating your contributions” under “Contract features and benefits” for more information about the investment restrictions under your contract.

 

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

 

26


during times of high volatility in the equity market. During rising markets, the EQ volatility management strategy, however, could result in your Total 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). This may effectively suppress the value of guaranteed benefit(s) that are eligible for periodic benefit base resets because your benefit base is available for resets only when your Protected Benefit account value is higher. Conversely, investing in investment options that feature a managed-volatility 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 Total account value may decline less than would have been the case had you not been invested in investment options that feature a 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 affiliated Portfolios, as well as unaffiliated Portfolios, may utilize volatility management techniques that differ from the EQ volatility management strategy. Affiliated Portfolios that utilize these volatility management techniques are identified below in the chart by a “D” under the column entitled “Volatility Management.” Any such unaffiliated Portfolio is not identified under “Volatility Management” below in the chart. Such techniques could also impact your Total account value and guaranteed benefit(s), if any, 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 account value between the EQ/Ultra Conservative Strategy Portfolio (an investment option utilized solely by the ATP) and the 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 account value transferred to the EQ/Ultra Conservative Strategy Portfolio investment option and others may not. If the ATP causes significant transfers of account value 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 account value was not subject to the transfers.

 

 

EQ Premier VIP Trust
Portfolio Name
  Share Class   Objective   Investment Adviser
(and Sub-Adviser(s),
as Applicable)
  Volatility
Management

EQ/MODERATE ALLOCATION

  Class A   Seeks to achieve long-term capital appreciation and current income.  

•  Equitable Investment Management Group, LLC

 
EQ Advisors Trust
Portfolio Name
  Share Class    Objective   Investment Adviser
(and Sub-Adviser(s),
as Applicable)
  Volatility
Management

1290 VT DOUBLELINE DYNAMIC ALLOCATION

  Class IB    Seeks to achieve total return from long-term capital appreciation and income.  

•  DoubleLine Capital LP

•  Equitable Investment Management Group, LLC

   

1290 VT DOUBLELINE DYNAMIC OPPORTUNISTIC BOND

  Class IB    Seeks to maximize current income and total return.  

•  DoubleLine Capital LP

•  Equitable Investment Management Group, LLC

   

 

27


EQ Advisors Trust
Portfolio Name
  Share Class    Objective   Investment Adviser
(and Sub-Adviser(s),
as Applicable)
  Volatility
Management

1290 VT EQUITY INCOME

  Class IA    Seeks a combination of growth and income to achieve an above-average and consistent total return.  

•  Barrow, Hanley, Mewhinney & Strauss LCC

•  Equitable Investment Management Group, LLC

   

1290 VT GAMCO MERGERS & ACQUISITIONS

  Class IA    Seeks to achieve capital appreciation.  

•  Equitable Investment Management Group, LLC

•  GAMCO Asset Management, Inc.

   

1290 VT GAMCO SMALL COMPANY VALUE

  Class IA    Seeks to maximize capital appreciation.  

•  Equitable Investment Management Group, LLC

•  GAMCO Asset Management, Inc.

   

1290 VT HIGH YIELD BOND

  Class IB    Seeks to maximize current income.  

•  AXA Investment Managers, Inc.

•  Equitable Investment Management Group, LLC

•  Post Advisory Group, LLP

   

1290 VT LOW VOLATILITY GLOBAL EQUITY

  Class IB    Seeks long-term capital appreciation with lower absolute volatility than the broad equity markets.  

•  Equitable Investment Management Group, LLC

   

1290 VT MICRO CAP

  Class IB    Seeks to achieve long-term growth of capital.  

•  BlackRock Investment Management, LLC

•  Equitable Investment Management Group, LLC

•  Lord, Abbett & Co. LLC

   

1290 VT MODERATE GROWTH ALLOCATION()

  Class IB    Seeks the highest total return over time consistent with its asset mix while managing portfolio volatility.  

•  Equitable Investment Management Group, LLC

  D

1290 VT NATURAL RESOURCES

  Class IB    Seeks to achieve long-term growth of capital.  

•  AllianceBernstein L.P.

•  Equitable Investment Management Group, LLC

   

1290 VT REAL ESTATE

  Class IB    Seeks to provide long-term capital appreciation and current income.  

•  AllianceBernstein L.P.

•  Equitable Investment Management Group, LLC

   

1290 VT SMALL CAP VALUE*

  Class IB    Seeks to achieve long-term growth of capital.  

•  BlackRock Investment Management, LLC

•  Equitable Investment Management Group, LLC

•  Horizon Kinetics Asset Management LLC

   

1290 VT SMARTBETA EQUITY

  Class IB    Seeks to achieve long-term capital appreciation.  

•  AXA Rosenberg Investment Management, LLC

•  Equitable Investment Management Group, LLC

   

EQ/AB DYNAMIC AGGRESSIVE GROWTH()

  Class IB    Seeks to achieve total reutrn from long-term growth of capital and income, with a greater emphasis on growth of capital.  

•  AllianceBernstein L.P.

•  Equitable Investment Management Group, LLC

  D

 

28


EQ Advisors Trust
Portfolio Name
  Share Class    Objective   Investment Adviser
(and Sub-Adviser(s),
as Applicable)
  Volatility
Management

EQ/AB DYNAMIC GROWTH()

  Class IB    Seeks to achieve total return from long-term growth of capital and income, with a greater emphasis on growth of capital.  

•  AllianceBernstein L.P.

•  Equitable Investment Management Group, LLC

  D

EQ/AB DYNAMIC MODERATE GROWTH()

  Class IB    Seeks to achieve total return from long-term growth of capital and income.  

•  AllianceBernstein L.P.

•  Equitable Investment Management Group, LLC

  D

EQ/AB SMALL CAP GROWTH

  Class IA    Seeks to achieve long-term growth of capital.  

•  AllianceBernstein L.P.

•  Equitable Investment Management Group, LLC

   

EQ/AGGRESSIVE GROWTH STRATEGY()

  Class IB    Seeks long-term capital appreciation and current income, with a greater emphasis on capital appreciation.  

•  Equitable Investment Management Group, LLC

 

EQ/ALL ASSET GROWTH ALLOCATION

  Class IA    Seeks long-term capital appreciation and current income.  

•  Equitable Investment Management Group, LLC

   

EQ/AMERICAN CENTURY MID CAP VALUE

  Class IB    Seeks to achieve long-term capital growth. Income is a secondary objective.  

•  American Century Investment Management, Inc.

•  Equitable Investment Management Group, LLC

   

EQ/AMERICAN CENTURY MODERATE GROWTH ALLOCATION()

  Class IB    Seeks long-term capital appreciation while managing portfolio volatility.  

•  American Century Investment Management, Inc.

•  Equitable Investment Management Group, LLC

  D

EQ/AXA INVESTMENT MANAGERS MODERATE ALLOCATION()

  Class IB    Seeks long-term total return while managing portfolio volatility  

•  AXA Investment Managers, Inc.

•  Equitable Investment Management Group, LLC

  D

EQ/BALANCED STRATEGY()

  Class IB    Seeks long-term capital appreciation and current income.  

•  Equitable Investment Management Group, LLC

 

EQ/BLACKROCK BASIC VALUE EQUITY

  Class IA    Seeks to achieve capital appreciation and secondarily, income.  

•  BlackRock Investment Management, LLC

•  Equitable Investment Management Group, LLC

   

EQ/CLEARBRIDGE LARGE CAP GROWTH

  Class IB    Seeks to achieve long-term capital growth.  

•  ClearBridge Investments, LLC

•  Equitable Investment Management Group, LLC

   

EQ/CLEARBRIDGE SELECT EQUITY MANAGED VOLATILITY

  Class IB    Seeks to achieve capital appreciation, which may occasionally be short-term, with an emphasis on risk adjusted returns and managing volatility in the Portfolio.  

•  BlackRock Investment Management, LLC

•  ClearBridge Investments, LLC

•  Equitable Investment Management Group, LLC

 

 

29


EQ Advisors Trust
Portfolio Name
  Share Class    Objective   Investment Adviser
(and Sub-Adviser(s),
as Applicable)
  Volatility
Management

EQ/COMMON STOCK INDEX

  Class IA    Seeks to achieve a total return before expenses that approximates the total return performance of the Russell 3000® Index, including reinvestment of dividends, at a risk level consistent with that of the Russell 3000® Index.  

•  AllianceBernstein L.P.

•  Equitable Investment Management Group, LLC

   

EQ/CONSERVATIVE GROWTH STRATEGY()

  Class IB    Seeks current income and growth of capital, with a greater emphasis on current income.  

•  Equitable Investment Management Group, LLC

 

EQ/CONSERVATIVE STRATEGY()

  Class IB    Seeks a high level of current income.  

•  Equitable Investment Management Group, LLC

 

EQ/CORE BOND INDEX

  Class IB    Seeks to achieve a total return before expenses that approximates the total return performance of the Bloomberg Barclays U.S. Intermediate Government/Credit Bond Index, including reinvestment of dividends, at a risk level consistent with that of the Bloomberg Barclays U.S. Intermediate Government/Credit Bond Index.  

•  Equitable Investment Management Group, LLC

•  SSgA Funds Management, Inc.

   

EQ/EMERGING MARKETS EQUITY PLUS

  Class IB    Seeks to achieve long-term growth of capital.  

•  AllianceBernstein L.P.

•  EARNEST Partners, LLC

•  Equitable Investment Management Group, LLC

   

EQ/EQUITY 500 INDEX

  Class IA    Seeks to achieve a total return before expenses that approximates the total return performance of the Standard & Poor’s 500® Composite Stock Price Index, including reinvestment of dividends, at a risk level consistent with that of the Standard & Poor’s 500® Composite Stock Price Index.  

•  AllianceBernstein L.P.

•  Equitable Investment Management Group, LLC

   

EQ/FIDELITY INSTITUTIONAL AM® LARGE CAP

  Class IB    Seeks to achieve long-term capital appreciation.  

•  Equitable Investment Management Group, LLC

•  FIAM LLC

   

EQ/FIRST TRUST MODERATE GROWTH ALLOCATION()

  Class IB    Seeks long-term total return while managing portfolio volatility.  

•  Equitable Investment Management Group, LLC

•  First Trust Advisors L.P.

  D

EQ/FRANKLIN RISING DIVIDENDS

  Class IB    Seeks to achieve long-term capital appreciation. Preservation of capital, while not a goal, is also an important consideration.  

•  Equitable Investment Management Group, LLC

•  Franklin Advisers, Inc.

   

EQ/FRANKLIN STRATEGIC INCOME

  Class IB    Seeks a high level of current income. A secondary goal is long-term capital appreciation.  

•  Equitable Investment Management Group, LLC

•  Franklin Advisers, Inc.

   

 

30


EQ Advisors Trust
Portfolio Name
  Share Class    Objective   Investment Adviser
(and Sub-Adviser(s),
as Applicable)
  Volatility
Management

EQ/GOLDMAN SACHS GROWTH ALLOCATION()

  Class IB    Seeks to achieve long-term capital appreciation under normal market conditions, while focusing on the preservation of capital in distressed market environments.  

•  Equitable Investment Management Group, LLC

•  Goldman Sachs Asset Management, L.P.

  D

EQ/GOLDMAN SACHS MID CAP VALUE

  Class IB    Seeks to achieve long term capital appreciation.  

•  Equitable Investment Management Group, LLC

•  Goldman Sachs Asset Management, L.P.

   

EQ/GOLDMAN SACHS MODERATE GROWTH ALLOCATION()

  Class IB    Seeks to achieve long term capital appreciation under normal market conditions, while focusing on the preservation of capital in distressed market environments.  

•  Equitable Investment Management Group, LLC

•  Goldman Sachs Asset Management, L.P.

  D

EQ/GROWTH STRATEGY()

  Class IB    Seeks long-term capital appreciation and current income, with a greater emphasis on capital appreciation.  

•  Equitable Investment Management Group, LLC

 

EQ/INTERMEDIATE GOVERNMENT BOND

  Class IB    Seeks to achieve a total return before expenses that approximates the total return performance of the Bloomberg Barclays U.S. Intermediate Government Bond Index, including reinvestment of dividends, at a risk level consistent with that of the Bloomberg Barclays U.S. Intermediate Government Bond Index.  

•  Equitable Investment Management Group, LLC

•  SSgA Funds Management, Inc.

   

EQ/INTERNATIONAL CORE MANAGED VOLATILITY

  Class IA    Seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and managing volatility in the Portfolio.  

•  BlackRock Investment Management, LLC

•  EARNEST Partners, LLC

•  Equitable Investment Management Group, LLC

•  Federated Global Investment Management Corp.

•  Massachusetts Financial Services Company d/b/a MFS Investment Management

 

EQ/INTERNATIONAL EQUITY INDEX

  Class IA    Seeks to achieve a total return (before expenses) that approximates the total return performance of a composite index comprised of 40% DJ Euro STOXX 50 Index, 25% FTSE 100 Index, 25% TOPIX Index, and 10% S&P/ASX 200 Index, including reinvestment of dividends, at a risk level consistent with that of the composite index.  

•  AllianceBernstein L.P.

•  Equitable Investment Management Group, LLC

   

 

31


EQ Advisors Trust
Portfolio Name
  Share Class    Objective   Investment Adviser
(and Sub-Adviser(s),
as Applicable)
  Volatility
Management

EQ/INVESCO COMSTOCK

  Class IA    Seeks to achieve capital growth and income.  

•  Equitable Investment Management Group, LLC

•  Invesco Advisers, Inc.

   

EQ/INVESCO GLOBAL

  Class IA    Seeks to achieve capital appreciation.  

•  Equitable Investment Management Group, LLC

•  Invesco Advisers, Inc.

   

EQ/INVESCO GLOBAL REAL ESTATE

  Class IB    Seeks to achieve total return through growth of capital and current income.  

•  Equitable Investment Management Group, LLC

•  Invesco Advisers, Inc.

•  Invesco Asset Management Ltd.

   

EQ/INVESCO INTERNATIONAL GROWTH

  Class IB    Seeks to achieve long-term growth of income.  

•  Equitable Investment Management Group, LLC

•  Invesco Advisers, Inc.

   

EQ/INVESCO MODERATE ALLOCATION()

  Class IB    Seeks long-term capital appreciation while managing portfolio volatility.  

•  Equitable Investment Management Group, LLC

•  Invesco Advisers, Inc.

  D

EQ/INVESCO MODERATE GROWTH ALLOCATION()

  Class IB    Seeks long-term capital appreciation while managing portfolio volatility.  

•  Equitable Investment Management Group, LLC

•  Invesco Advisers, Inc.

   

EQ/JANUS ENTERPRISE

  Class IA    Seeks to achieve capital growth.  

•  Equitable Investment Management Group, LLC

•  Janus Capital Management LLC

   

EQ/JPMORGAN GROWTH ALLOCATION()

  Class IB    Seeks to achieve long-term capital appreciation with an emphasis on risk-adjusted returns and managing volatility in the Portfolio.  

•  Equitable Investment Management Group, LLC

•  J.P. Morgan Investment Management, Inc.

  D

EQ/JPMORGAN VALUE OPPORTUNITIES

  Class IB    Seeks to achieve long-term capital appreciation.  

•  Equitable Investment Management Group, LLC

•  J.P. Morgan Investment Management, Inc.

   

EQ/LARGE CAP GROWTH INDEX

  Class IA    Seeks to achieve a total return before expenses that approximates the total return performance of the Russell 1000® Growth Index, including reinvestment of dividends at a risk level consistent with that of the Russell 1000® Growth Index.  

•  AllianceBernstein L.P.

•  Equitable Investment Management Group, LLC

   

EQ/LARGE CAP VALUE INDEX

  Class IA    Seeks to achieve a total return before expenses that approximates the total return performance of the Russell 1000® Value Index, including reinvestment of dividends, at a risk level consistent with that of the Russell 1000® Value Index.  

•  AllianceBernstein L.P.

•  Equitable Investment Management Group, LLC

   

EQ/LARGE CAP VALUE MANAGED VOLATILITY

  Class IA    Seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and managing volatility in the Portfolio.  

•  AllianceBernstein L.P.

•  BlackRock Investment Management, LLC

•  Equitable Investment Management Group, LLC

•  Massachusetts Financial Services Company d/b/a MFS Investment Management

 

 

32


EQ Advisors Trust
Portfolio Name
  Share Class    Objective   Investment Adviser
(and Sub-Adviser(s),
as Applicable)
  Volatility
Management

EQ/LAZARD EMERGING MARKETS EQUITY

  Class IB    Seeks to achieve long-term capital appreciation.  

•  Equitable Investment Management Group, LLC

•  Lazard Asset Management LLC

   

EQ/LEGG MASON GROWTH ALLOCATION()

  Class IB    Seeks long-term capital appreciation while managing portfolio volatility.  

•  Equitable Investment Management Group, LLC

•  QS Investors, LLC (a wholly-owned subsidiary of Legg Mason Inc.)

  D

EQ/LEGG MASON MODERATE ALLOCATION()

  Class IB    Seeks long-term capital appreciation while managing portfolio volatility.  

•  Equitable Investment Management Group, LLC

•  QS Investors, LLC (a wholly-owned subsidiary of Legg Mason Inc.)

  D

EQ/LOOMIS SAYLES GROWTH

  Class IA    Seeks to achieve capital appreciation.  

•  Equitable Investment Management Group, LLC

•  Loomis, Sayles & Company, L.P.

   

EQ/MFS INTERNATIONAL GROWTH

  Class IA    Seeks to achieve capital appreciation.  

•  Equitable Investment Management Group, LLC

•  Massachusetts Financial Services Company d/b/a MFS Investment Management

   

EQ/MFS INTERNATIONAL INTRINSIC VALUE

  Class IB    Seeks to achieve capital appreciation.  

•  Equitable Investment Management Group, LLC

•  Massachusetts Financial Services Company d/b/a MFS Investment Management

   

EQ/MFS MID CAP FOCUSED GROWTH

  Class IB    Seeks to provide growth of capital.  

•  Equitable Investment Management Group, LLC

•  Massachusetts Financial Services Company d/b/a MFS Investment Management

   

EQ/MFS TECHNOLOGY

  Class IB    Seeks to achieve capital appreciation.  

•  Equitable Investment Management Group, LLC

•  Massachusetts Financial Services Company d/b/a MFS Investment Management

   

EQ/MFS UTILITIES

  Class IB    Seeks to achieve total return.  

•  Equitable Investment Management Group, LLC

•  Massachusetts Financial Services Company d/b/a MFS Investment Management

   

EQ/MID CAP INDEX

  Class IA    Seeks to achieve a total return before expenses that approximates the total return performance of the Standard & Poor’s Mid Cap 400® Index, including reinvestment of dividends, at a risk level consistent with that of the Standard & Poor’s Mid Cap 400® Index.  

•  AllianceBernstein L.P.

•  Equitable Investment Management Group, LLC

   

 

33


EQ Advisors Trust
Portfolio Name
  Share Class    Objective   Investment Adviser
(and Sub-Adviser(s),
as Applicable)
  Volatility
Management

EQ/MID CAP VALUE MANAGED VOLATILITY

  Class IA    Seeks to achieve long-term capital appreciation with an emphasis on risk adjusted returns and managing volatility in the Portfolio.  

•  BlackRock Investment Management, LLC

•  Diamond Hill Capital Management, Inc.

•  Equitable Investment Management Group, LLC

•  Wellington Management Company, LLP

 

EQ/MODERATE GROWTH STRATEGY()

  Class IB    Seeks long-term capital appreciation and current income, with a greater emphasis on current income.  

•  Equitable Investment Management Group, LLC

 

EQ/MONEY MARKET()

  Class IA    Seeks to obtain a high level of current income, preserve its assets and maintain liquidity.  

•  BNY Mellon Investment Adviser, Inc.

•  Equitable Investment Management Group, LLC

   

EQ/PIMCO REAL RETURN

  Class IB    Seeks to achieve maximum real return, consistent with preservation of capital and prudent investment management.  

•  Equitable Investment Management Group, LLC

•  Pacific Investment Management Company LLC

   

EQ/PIMCO TOTAL RETURN

  Class IB    Seeks to achieve maximum total return, consistent with preservation of capital and prudent investment management.  

•  Equitable Investment Management Group, LLC

•  Pacific Investment Management Company LLC

   

EQ/PIMCO ULTRA SHORT BOND

  Class IA    Seeks to generate a return in excess of traditional money market products while maintaining an emphasis on preservation of capital and liquidity.  

•  Equitable Investment Management Group, LLC

•  Pacific Investment Management Company LLC

   

EQ/SMALL COMPANY INDEX

  Class IA    Seeks to replicate as closely as possible (before expenses) the total return of the Russell 2000® Index.  

•  AllianceBernstein L.P.

•  Equitable Investment Management Group, LLC

   

EQ/T. ROWE PRICE GROWTH STOCK

  Class IA    Seeks to achieve long-term capital appreciation and secondarily, income.  

•  Equitable Investment Management Group, LLC

•  T. Rowe Price Associates, Inc.

   

EQ/T. ROWE PRICE HEALTH SCIENCES

  Class IB    Seeks to achieve long-term capital appreciation.  

•  Equitable Investment Management Group, LLC

•  T. Rowe Price Associates, Inc.

   

 

34


EQ Advisors Trust
Portfolio Name
  Share Class    Objective   Investment Adviser
(and Sub-Adviser(s),
as Applicable)
  Volatility
Management

EQ/WELLINGTON ENERGY

  Class IB    Seeks to provide capital growth and appreciation.  

•  Equitable Investment Management Group, LLC

•  Wellington Management Company

   

MULTIMANAGER AGGRESSIVE EQUITY

  Class IB    Seeks to achieve long-term growth of capital.  

•  1832 Asset Management U.S. Inc.

•  AllianceBernstein L.P.

•  ClearBridge Investments, LLC

•  Equitable Investment Management Group, LLC

•  T. Rowe Price Associates, Inc.

•  Westfield Capital Management Company, L.P.

   

MULTIMANAGER TECHNOLOGY

  Class IB    Seeks to achieve long-term growth of capital.  

•  AllianceBernstein L.P.

•  Allianz Global Investors U.S. LLC

•  Equitable Investment Management Group, LLC

•  Wellington Management Company, LLP

   
AIM Variable Insurance Funds
(Invesco Variable Insurance
Funds) – Series II

Portfolio Name
   Objective    Investment Adviser
(and Sub-Adviser(s),
as applicable)

INVESCO V.I. DIVERSIFIED DIVIDEND FUND

   The fund’s investment objective is to provide reasonable current income and long-term growth of income and capital.   

•   Invesco Advisers, Inc.

INVESCO V.I. EQUITY AND INCOME FUND

   The fund’s investment objectives are both capital appreciation and current income.   

•   Invesco Advisers, Inc.

INVESCO V.I. HIGH YIELD FUND

   The fund’s investment objective is total return, comprised of current income and capital appreciation.   

•   Invesco Advisers, Inc.

•   Sub-Adviser: Invesco Canada Ltd.

INVESCO V.I. MID CAP CORE EQUITY FUND

   The fund’s investment objective is long-term growth of capital.   

•   Invesco Advisers, Inc.

INVESCO V.I. SMALL CAP EQUITY FUND

   The fund’s investment objective is long-term growth of capital.   

•   Invesco Advisers, Inc.

American Funds Insurance
Series
® – Class 4 Shares
Portfolio Name
   Objective    Investment Adviser
(and Sub-Adviser(s),
as applicable)

BOND FUND

   The fund’s investment objective is to provide as high a level of current income as is consistent with the preservation of capital.   

•   Capital Research and Management Company

GLOBAL SMALL CAPITALIZATION FUND

   The fund’s investment objective is to provide long-term growth of capital.   

•   Capital Research and Management Company

NEW WORLD FUND®

   The fund’s investment objective is long-term capital appreciation.   

•   Capital Research and Management Company

 

35


BlackRock Variable Series
Funds, Inc. – Class III
Portfolio Name
   Objective    Investment Adviser
(and Sub-Adviser(s),
as applicable)

BLACKROCK GLOBAL ALLOCATION V.I. FUND

   To seek high total investment return.   

•   Adviser: BlackRock Advisors, LLC

BLACKROCK LARGE CAP FOCUS GROWTH V.I. FUND

   Seeks long-term capital growth.   

•   Adviser: BlackRock Advisors, LLC

Eaton Vance Variable Trust
Portfolio Name
   Objective    Investment Adviser
(and Sub-Adviser(s),
as applicable)

EATON VANCE VT FLOATING-RATE INCOME FUND

   To provide a high level of current income.   

•   Eaton Vance Management

Fidelity® Variable Insurance
Products (VIP) – Service Class 2
Portfolio Name
   Objective    Investment Adviser
(and Sub-Adviser(s),
as applicable)

FIDELITY® VIP MID CAP PORTFOLIO

   Seeks long-term growth of capital.   

•   Fidelity Management & Research Company (FMR)

FIDELITY® VIP STRATEGIC INCOME PORTFOLIO

   Seeks a high level of current income. The fund may also seek capital appreciation.   

•   Fidelity Management & Research Company (FMR)

First Trust Variable Insurance Trust
Portfolio Name
   Objective    Investment Adviser
(and Sub-Adviser(s),
as applicable)

FIRST TRUST/DOW JONES DIVIDEND & INCOME ALLOCATION PORTFOLIO

   Seeks to provide total return by allocating among dividend-paying stocks and investment grade bonds.   

•   First Trust Advisors, L.P.

FIRST TRUST MULTI INCOME ALLOCATION PORTFOLIO

   Maximize current income, with a secondary objective of capital appreciation.   

•   First Trust Advisors, L.P.

Franklin Templeton Variable
Insurance Products Trust – Class 2
Portfolio Name
   Objective    Investment Adviser
(and Sub-Adviser(s),
as applicable)

FRANKLIN ALLOCATION VIP FUND

   Seeks capital appreciation, with income as a secondary goal.   

•   Franklin Advisers, Inc.

FRANKLIN INCOME VIP FUND

   Seeks to maximize income while maintain prospects for capital appreciation.   

•   Franklin Advisers, Inc.

TEMPLETON DEVELOPING MARKETS VIP FUND

   Seeks long-term capital appreciation.   

•   Templeton Asset Management Ltd.

TEMPLETON GLOBAL BOND VIP FUND

   Seeks high current income, consistent with preservation of capital. Capital appreciation is a secondary consideration.   

•   Franklin Advisers, Inc.

Ivy Variable Insurance
Portfolios
Portfolio Name
   Objective    Investment Adviser
(and Sub-Adviser(s),
as applicable)

IVY VIP HIGH INCOME

   To seek to provide total return through a combination of high current income and capital appreciation.   

•   Ivy Investment Management Company (IICO)

Legg Mason Partners Variable Equity Trust –
Share Class II
Portfolio Name
   Objective    Investment Adviser
(and Sub-Adviser(s),
as applicable)

CLEARBRIDGE VARIABLE AGGRESSIVE GROWTH PORTFOLIO

   Seeks capital appreciation.   

•   Legg Mason Partners Fund Advisor, LLC (Investment Manager)

•   Sub-Adviser: ClearBridge Investments, LLC

 

36


Legg Mason Partners Variable Equity Trust –
Share Class II
Portfolio Name
   Objective    Investment Adviser
(and Sub-Adviser(s),
as applicable)

CLEARBRIDGE VARIABLE APPRECIATION PORTFOLIO

   Seeks long-term capital appreciation.   

•   Legg Mason Partners Fund Advisor, LLC (Investment Manager)

•   Sub-Adviser: ClearBridge Investments, LLC

CLEARBRIDGE VARIABLE DIVIDEND STRATEGY PORTFOLIO

   Seeks dividend income, growth of dividend income and long-term capital appreciation.   

•   Legg Mason Partners Fund Advisor, LLC (Investment Manager)

•   Sub-Adviser: ClearBridge Investments, LLC

CLEARBRIDGE VARIABLE MID CAP PORTFOLIO

   Seeks long-term growth of capital.   

•   Legg Mason Partners Fund Advisor, LLC (Investment Manager)

•   Sub-Adviser: ClearBridge Investments, LLC

QS LEGG MASON DYNAMIC MULTI-STRATEGY VIT PORTFOLIO

   The fund seeks the highest total return (that is, a combination of income and long-term capital appreciation) over time consistent with its asset mix. The fund will seek to reduce volatility as a secondary objective.   

•   Legg Mason Partners Fund Advisor, LLC (Investment Manager)

•   Sub-Adviser: QS Investors, LLC and Western Asset Management Company

Lord Abbett Series Fund, Inc. –
Class VC
Portfolio Name
   Objective    Investment Adviser
(and Sub-Adviser(s),
as applicable)

LORD ABBETT BOND DEBENTURE PORTFOLIO (VC)

   The Fund’s investment objective is to seek high current income and the opportunity for capital appreciation to produce a high total return.   

•   Lord, Abbett & Co. LLC

MFS® Variable Insurance Trusts –
Service Class
Portfolio Name
   Objective    Investment Adviser
(and Sub-Adviser(s),
as applicable)

MFS® INVESTORS TRUST SERIES

   The fund’s investment objective is to seek capital appreciation.   

•   Massachusetts Financial Services Company d/b/a MFS Investment Management

MFS® MASSACHUSETTS INVESTORS GROWTH STOCK PORTFOLIO

   The fund’s investment objective is to seek capital appreciation.   

•   Massachusetts Financial Services Company d/b/a MFS Investment Management

Neuberger Berman Advisers Management
Trust – S Class Shares
Portfolio Name
   Objective    Investment Adviser
(and Sub-Adviser(s),
as applicable)

NEUBERGER BERMAN INTERNATIONAL EQUITY PORTFOLIO

   The fund seeks long-term growth of capital by investing primarily in common stocks of foreign companies.   

•   Neuberger Berman Investment Advisers LLC

NEUBERGER BERMAN U.S. EQUITY INDEX PUTWRITE STRATEGY PORTFOLIO

   The fund seeks long-term growth of capital and income generation.   

•   Neuberger Berman Investment Advisers LLC

 

37


PIMCO Variable Insurance Trust –
Advisor Class
Portfolio Name
   Objective    Investment Adviser
(and Sub-Adviser(s),
as applicable)

PIMCO COMMODITYREALRETURN® STRATEGY PORTFOLIO

   Seeks maximum real return consistent with prudent investment management.   

•   Pacific Investment Management Company LLC

PIMCO INCOME PORTFOLIO

   Seeks to maximize current income, with long-term capital appreciation is a secondary objective.   

•   Pacific Investment Management Company LLC

ProFunds VP
Portfolio Name
   Objective    Investment Adviser
(and Sub-Adviser(s),
as applicable)

PROFUND VP BIOTECHNOLOGY

   Seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones U.S. BiotechnologySM Index.   

•   ProFund Advisors LLC

Putnam Variable Trust –
IB Share Class Portfolio
Portfolio Name
   Objective    Investment Adviser
(and Sub-Adviser(s),
as applicable)

PUTNAM VT DIVERSIFIED INCOME FUND

   Seeks as high a level of current income as Putnam Investment Management, LLC believes is consistent with preservation of capital.   

•   Putnam Investment Management, LLC

•   Sub-Adviser: Putnam Investments Limited

(†)

This variable investment option is also available as a Protected Benefit account variable investment option should you decide to fund your Guaranteed benefits. For more information, please see “What are your investment options under the contract?” earlier in this section.

(††)

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.

 

You should consider the investment objectives, risks, and charges and expenses of the Portfolios carefully before investing. The prospectuses for the Trusts contain this and other important information about the Portfolios. The prospectuses should be read carefully before investing. In order to obtain copies of Trust prospectuses that do not accompany this Prospectus, you may call one of our customer service representatives at 1-800-789-7771.

 

38


Guaranteed interest option

 

The guaranteed interest option is part of our general account and pays interest at guaranteed rates. We discuss our general account under “More information” later in this Prospectus. Any amounts allocated to the guaranteed interest option will not be included in your Protected Benefit account value.

 

We credit interest daily to amounts in the guaranteed interest option. There are three levels of interest in effect at the same time in the guaranteed interest option:

 

(1)

the minimum interest rate guaranteed over the life of the contract,

 

(2)

the yearly guaranteed interest rate for the calendar year, and

 

(3)

the current interest rate.

 

We set current interest rates periodically, based on our 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).

 

The data page for your contract shows the lifetime minimum rate. The minimum yearly rate will never be less than the lifetime minimum rate. Current interest rates will never be less than the yearly guaranteed interest rate.

 

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” later in this Prospectus for restrictions on transfers from the guaranteed interest option.

 

Account for special dollar cost averaging.  (Series B contracts only) The account for special dollar cost averaging is part of our general account. We pay interest at guaranteed rates in this account for specified time periods. We will credit interest to the amounts that you have in the account for special dollar cost averaging every day. We set the interest rates periodically, based on our discretion and according to the procedures that we have. We reserve the right to change these procedures.

 

We guarantee to pay our current interest rate that is in effect on the date that your contribution is allocated to this account. Your guaranteed interest rate for the time period you select will be shown in your contract for an initial contribution. The rate will never be less than the lifetime minimum rate for the guaranteed interest option. See “Dollar cost averaging” later in this section for rules and restrictions that apply to the account for special dollar cost averaging.

Allocating your contributions

 

You may allocate your contributions to the Investment account variable investment options, the guaranteed interest option or an available Special DCA program. If you are eligible to have one or more Guaranteed benefits and you wish to fund them, you may allocate contributions to the Protected Benefit account variable investment options or a Special DCA program. Also, we limit the number of variable investment options which you may select. In addition, we may at any time exercise our right to limit or terminate transfers into any of the variable investment options.

 

Only amounts you allocate to the Protected Benefit account variable investment options and amounts in a Special DCA program designated for future transfers to the Protected Benefit account variable investment options will fund your Guaranteed benefits. These amounts will be used to calculate your Guaranteed benefit bases and will become part of your Protected Benefit account value. If you have the GMIB, we only accept contributions to the Protected Benefit account, whether allocated directly or through a Special DCA program, if you are age 55 or older.

 

General note about examples in this Prospectus: All examples assume that the contract owner is age eligible to fund the referenced Guaranteed benefits.

 

For example:

 

You purchase a Series B contract with an initial contribution of $100,000 and elected the GMIB and the Highest Anniversary Value death benefit. You allocate $60,000 to the Protected Benefit account variable investment options and $40,000 to the Investment account variable investment options. The $60,000 will be included in your Protected Benefit account value and will be used to calculate your GMIB and Highest Anniversary Value benefit bases. $40,000 will be included in your Investment account value.

 

Allocations must be whole percentages and you may change your allocations at any time. No more than 25% of any contribution to the contract may be allocated to the guaranteed interest option. The total of your allocations into all available investment options must equal 100%. We reserve the right to discontinue, and/or place additional limitations on, contributions and transfers to any of the variable investment options, including the Protected Benefit account variable investment options. We also reserve the right to discontinue acceptance of contributions into the contract. Please see “How you can purchase and contribute to your contract” and the table in Appendix VII for additional information regarding certain limitations on contributions that may apply to your contract.

 

It is important to note that 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

 

 

39


under the contract. 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 or her regarding any different arrangements that may apply.

 

We may offer an optional rebalancing program for amounts allocated to your Investment account variable investment options and the guaranteed interest option. For more information, see “Rebalancing among your Investment account variable investment options and guaranteed interest option” in “Transferring your money among investment options” later in this Prospectus.

 

We do not offer an optional rebalancing program for amounts allocated to your Protected Benefit account variable investment options. You can rebalance your Protected Benefit account value by submitting a one-time request to rebalance. See “Rebalancing among your Protected Benefit account variable investment options” in “Transferring your money among investment options” later in this Prospectus.

 

Allocation instruction changes.  You may change your instructions for allocations of future contributions.

 

Transfers.  Once you allocate amounts to the Protected Benefit account variable investment options, such amounts may be transferred among the Protected Benefit account variable investment options, but may not be transferred to the Investment account variable investment options or the guaranteed interest option. In addition, we may at any time exercise our right to limit or terminate transfers into any of the variable investment options. See “Transferring your account value” in “Transferring your money among investment options.”

 

Dollar cost averaging

 

We offer a variety of dollar cost averaging programs. Not all of the programs described here are available with each Series of the Retirement Cornerstone® 19 contract. You may only participate in one program at a time. Each program allows you to gradually allocate amounts to available investment options by periodically transferring approximately the same dollar amount to the investment options you select. Regular allocations to the variable investment options will cause you to purchase more units if the unit value is low and fewer units if the unit value is high. Therefore, you may get a lower average cost per unit over the long term.

 

All amounts in a dollar cost averaging program will be transferred at the completion of the time period you select. Currently, our Special DCA programs time periods do not extend beyond 12 months. These plans of investing do not guarantee that you will earn a profit or be protected against losses.

 

Units measure your value in each variable investment option.

 

 

We offer the following dollar cost averaging programs in the Retirement Cornerstone® 19 contracts:

 

 

Special dollar cost averaging;

 

 

Special money market dollar cost averaging;

 

 

General dollar cost averaging; and

 

 

Investment simplifier.

 

The only dollar cost averaging programs that are available to fund your Guaranteed benefits are special dollar cost averaging and special money market dollar cost averaging (together, the “Special DCA programs”). Depending on the Series of the Retirement Cornerstone® 19 contract you own, you will have one of the Special DCA programs available to you, but not both. The Special DCA programs allow you to gradually fund your Protected Benefit account value through systematic transfers to the Protected Benefit account variable investment options. Amounts allocated to a Special DCA program that are designated for future transfers to the Protected Benefit account variable investment options are included in the benefit bases for your Guaranteed benefits. Also, you may make systematic transfers to the Investment account variable investment options and the guaranteed interest option. Amounts in the account for special money market dollar cost averaging are immediately invested in the EQ/Money Market variable investment option. Only new contributions may be allocated to a Special DCA program. For information on how a Special DCA program may affect certain Guaranteed benefits, see “Guaranteed minimum income benefit” and “Guaranteed minimum death benefits” later in this section.

 

General dollar cost averaging and Investment simplifier, on the other hand, can only be used for systematic transfers to your Investment account variable investment options. Our Investment simplifier program is available for scheduled transfers from the guaranteed interest option to the Investment account variable investment options. Our General dollar cost averaging program is available for scheduled transfers from the EQ/Money Market variable investment option to the Investment account variable investment options. Below, we provide detail regarding each of the programs.

 

Generally, you may not elect both a dollar cost averaging program and a rebalancing option. The only exception is if you elect our Investment simplifier program with Option I under our rebalancing programs, which does not rebalance amounts in the guaranteed interest option. For more information on our rebalancing programs, see “Rebalancing among your Investment account variable investment options and guaranteed interest option” in “Transferring your money among investment options.”

 

We do not deduct a transfer charge for any transfer made in connection with our dollar cost averaging programs. We may, at any time, exercise our right to terminate transfers to

 

 

40


any of the variable investment options and to limit the number of variable investment options which you may elect. Not all dollar cost averaging programs are available in all states. For a state-by-state description of all material variations of this contract, including information on the availability of our dollar cost averaging programs in your state, see Appendix V later in this Prospectus.

 

Our Special DCA programs.  We currently offer the “Special dollar cost averaging program” under the Series B contracts and the “Special money market dollar cost averaging program” under the Series CP® contracts.

 

Special dollar cost averaging

 

Under the special dollar cost averaging program, you may dollar cost average from the account for special dollar cost averaging, which is part of the general account. We credit daily interest, which will never be less than the guaranteed lifetime minimum rate for the guaranteed interest option to amounts allocated to this account. We guarantee to pay the current interest rate that is in effect on the date that your contribution is allocated to this account. That interest rate will apply to that contribution as long as it remains in the account for special dollar cost averaging. The guaranteed interest rate for the time period that you select will be shown in your contract for your initial contribution. We set the interest rates periodically, based on our discretion and according to procedures that we have. We reserve the right to change these procedures.

 

We will transfer amounts from the account for special dollar cost averaging into the investment options you designate over an available time period that you select. However, if you have the GMIB, we will only transfer amounts to the Protected Benefit account if you are age 55 or older. If the special dollar cost averaging program is selected at the time of the application to purchase the contract, a 60 day rate lock will apply from the date of application. Any contribution(s) received during this 60 day period will be credited with the interest rate offered on the date of application for the duration of the special dollar cost averaging time period. Any contribution(s) received after the 60 day rate lock period has ended will be credited with the then current interest rate for the duration of the time period selected. Once the time period you selected has ended, you may select another time period for future contributions. At that time, you may also select a different allocation for transfers to the investment options, or, if you wish, we will continue to use the allocation that you previously made.

 

Special money market dollar cost averaging

 

Under the special money market dollar cost averaging program, you may dollar cost average from the account for special money market dollar cost averaging, which is part of the EQ/Money Market variable investment option. We will transfer amounts from the account for special money market dollar cost averaging into the Protected Benefit account variable investment options, the Investment account variable investment options and the guaranteed interest option over

an available time period that you select. One of the primary benefits of the special money market dollar cost averaging program is that amounts in the program designated for the Protected Benefit account variable investment options count toward your Guaranteed benefits on the business day you establish the program. However, if you have the GMIB, we will only transfer amounts to the Protected Benefit account if you are age 55 or older.

 

 

 

Under both Special DCA programs, the following applies:

 

 

Initial contributions to a Special DCA program must be at least $2,000; subsequent contributions to an existing Special DCA program must be at least $250;

 

 

Subsequent contributions to an existing program do not extend the time period of the program;

 

 

Contributions into a Special DCA program must be new contributions; you may not make transfers from amounts allocated to other investment options to initiate a Special DCA program;

 

 

We offer time periods of 3, 6 or 12 months. We may also offer other time periods. You may only have one time period in effect at any time and once you select a time period, you may not change it;

 

 

You can enroll in a Special DCA program on your contract application or at any time after your contract has been issued. A program will become effective on the date we receive your first contribution directing us to allocate funds to the account for special dollar cost averaging or special money market dollar cost averaging as applicable. The date we receive your initial contribution will also be the date of the first transfer to the other variable investment options in accordance with your allocation instructions for the program. Each subsequent transfer date for the time period selected will be one month from the date of the previous transfer. If a transfer date falls on a non-business day, the transfer will be made on the next business day. We will transfer all amounts by the end of the chosen time period for your program.

 

For example, assume you enroll in a 3-month Special DCA program. On the date we receive your initial contribution (say, $60,000) to the program, your program becomes effective and the first transfer of $20,000 is made immediately in accordance with your program’s allocation instructions. The second transfer of $20,000 will be made one month after your first contribution and the third and final transfer of $20,000 will be made two months after your first contribution;

 

 

The only transfers that will be made from your program are your regularly scheduled transfers to the variable investment options. If you request to transfer any other amounts from your program, we will transfer all of the value that you have remaining in the account to the investment options according to the allocation percentages for the Special DCA program that we have on file for you, and your program will terminate;

 

 

41


 

Contributions to a Special DCA program may be designated for the Protected Benefit account variable investment options, the Investment account variable investment options and/or the guaranteed interest option, subject to the following:

 

 

If you want to take advantage of one of our Special DCA programs, 100% of your contribution must be allocated to either the account for special dollar cost averaging or the account for special money market dollar cost averaging. In other words, your contribution cannot be split between the Special DCA program and any other investment options available under the contract.

 

 

Up to 25% of your Special DCA program may be designated for the guaranteed interest option, even if such a transfer would result in more than 25% of your Total account value being allocated to the guaranteed interest option. See “Transferring your account value” in “Transferring your money among investment options” later in this Prospectus;

 

 

Your instructions for the program must match your allocation instructions on file on the day the program is established. If you change your allocation instructions on file while the Special DCA program is in effect, the ratio of amounts allocated to the Protected Benefit account to amounts allocated to the Investment account will not change. However, amounts will be allocated within each account according to your new instructions;

 

 

Your Guaranteed benefit base(s) will be increased to reflect any contribution to the Special DCA program that you have instructed us to transfer to the Protected Benefit account variable investment options. However, if you have the GMIB, we will only transfer amounts to the Protected Benefit account if you are age 55 or older. The Annual Roll-up rate (or Deferral Roll-up rate, if applicable, which may be the same as the Annual Roll-up rate) in effect on your contract will apply immediately to any contribution that is designated to be transferred to the Protected Benefit account variable investment options. For Series CP® contracts, the Annual Roll-up rate (or Deferral Roll-up rate, if applicable, which may be the same as the Annual Roll-up rate) in effect will not be applied to credits associated with contributions allocated to the Special DCA program that are designated to be transferred to the Protected Benefit account variable investment options;

 

 

If we exercise our right to discontinue the acceptance of, and/or place additional limitations on, contributions and transfers into the Protected Benefit account variable investment options, and your Special DCA program has transfers scheduled to the Protected Benefit account variable investment options, the program will continue for its duration. However, subsequent contributions to any Protected Benefit account variable investment options under a Special DCA program will not be permitted;

 

Except for withdrawals made under our Automatic RMD withdrawal service or our other automated withdrawal programs (systematic withdrawals and substantially equal withdrawals), or for the assessment of contract charges, any unscheduled partial withdrawal from your Special DCA program will terminate your Special DCA program. Any amounts remaining in the account after the program terminates will be transferred to the destination investment options according to your Special DCA program allocation instructions. Any withdrawal which results in a reduction in the Special DCA program amount previously included in your Guaranteed benefit bases will reduce the Guaranteed benefit bases as described later in this Prospectus. See “How withdrawals affect your Guaranteed benefits” later in this section;

 

 

Generally, you may not elect both a dollar cost averaging program and a rebalancing option. The only exception is if you elect our Investment simplifier program with Option I under our rebalancing programs, which does not rebalance amounts in the guaranteed interest option. See “Rebalancing among your Investment account variable investment options and guaranteed interest option” in “Transferring your money among investment options” later in this Prospectus to learn more about rebalancing;

 

 

All of the dollar cost averaging programs available under your Retirement Cornerstone® 19 contracts can be selected if you enrolled in our Systematic transfer program. However, no amounts will be transferred out of a Special DCA program as part of the Systematic transfer program;

 

 

A Special DCA program may not be in effect at the same time as a general dollar cost averaging program;

 

 

The only dollar cost averaging program available to fund your Guaranteed benefits is a Special DCA program;

 

 

You may cancel your participation at any time. If you terminate your Special DCA program, we will allocate any remaining amounts in your Special DCA program pursuant to your program allocations on file;

 

 

If you are dollar cost averaging into the Protected Benefit account variable investment options when you decide to drop all Guaranteed benefits (“post-funding drop”), we will default future transfers designated for the Protected Benefit account variable investment options to the corresponding Investment account variable investment options that invest in the same underlying Portfolios. Also, you can cancel your Special DCA program and accelerate all transfers to the corresponding Investment account variable investment options. See “Dropping or changing your Guaranteed benefits” later in this section and Appendix I for more information; and

 

 

We may offer these programs in the future with transfers on a different basis. Your financial professional can provide information in the time periods and interest rates currently available in your state, or you may contact our processing office.

 

 

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General dollar cost averaging program

 

If your value in the EQ/Money Market variable investment option is at least $5,000, you may choose, at any time, to have a specified dollar amount or percentage of your value transferred from that option to any of the Investment account variable investment options. For a state-by-state description of all material variations of this contract, including information on the availability of our general dollar cost averaging program, see Appendix V later in this Prospectus.

 

You can select to have transfers made on a monthly, quarterly or annual basis. The transfer date will be the same calendar day of the month as the contract date, but not later than the 28th day of the month. You can also specify the number of transfers or instruct us to continue making the transfers until all amounts in the EQ/Money Market variable investment option have been transferred out. The minimum amount that we will transfer each time is $250. The instructions for the program may differ from your allocation instructions on file.

 

If, on any transfer date, your value in the EQ/Money Market variable investment option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred. The general dollar cost averaging program will then end. You may change the transfer amount once each contract year or cancel this program at any time.

 

You may not participate in our optional rebalancing programs if you elect the general dollar cost averaging program.

 

Investment simplifier

 

Fixed-dollar option.  Under this option, you may elect to have a fixed-dollar amount transferred out of the guaranteed interest option and into the Investment account variable investment options of your choice. Transfers may be made on a monthly, quarterly or annual basis. You can specify the number of transfers or instruct us to continue to make transfers until all available amounts in the guaranteed interest option have been transferred out.

 

In order to elect the fixed-dollar option, you must have a minimum of $5,000 in the guaranteed interest option on the date we receive your election form at our processing office. The transfer date will be the same calendar day of the month as the contract date but not later than the 28th day of the month. The minimum transfer amount is $50. Also, this option is subject to the guaranteed interest option transfer limitations described under “Transferring your account value” in “Transferring your money among investment options” later in this Prospectus. While the program is running, any transfer that exceeds those limitations will cause the program to end for that contract year. You will be notified if this occurs. You must send in a request form to resume the program in the next or subsequent contract years.

 

If, on any transfer date, your value in the guaranteed interest option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred, provided the transfer complies with the same guaranteed interest option transfer limitations referenced above. If the

transfer does not comply with the transfer limitations, the transfer will not be made and the program will end. You may change the transfer amount once each contract year or cancel this program at any time.

 

Interest sweep option.  Under this option, you may elect to have monthly transfers from amounts in the guaranteed interest option into the Investment account variable investment options of your choice. The transfer date will be the last business day of the month. The amount we will transfer will be the interest credited to amounts you have in the guaranteed interest option from the last business day of the prior month to the last business day of the current month. You must have at least $7,500 in the guaranteed interest option on the date we receive your election. If the amount in the guaranteed interest option falls below $7,500 at the beginning of the month, no transfer will be made that month. We will automatically cancel the interest sweep program if the amount in the guaranteed interest option is less than $7,500 on the last day of the month for two months in a row. For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. Transfers under the Interest sweep option are subject to the guaranteed interest option transfer limitations described under “Transferring your account value” in “Transferring your money among investment options” later in this Prospectus.

 

Credits and Earnings bonus (for Series CP® contracts)

 

Under certain circumstances credits and the Earnings bonus will be allocated to your Total account value. We do not include these amounts in calculating any of your Guaranteed benefit bases under the contract, except to the extent that any credits and the Earnings bonus are part of the Protected Benefit account value, which is used to calculate the Highest Anniversary Value benefit base or a benefit base reset in connection with the GMIB benefit base. Credits and Earnings bonus are included in the assessment of any charge that is based on your Total account value. Credits and Earnings bonus are also not considered to be part of your investment in the contract for tax purposes. For more information on how credits and the Earnings bonus affect your benefit bases, see “Series CP®, and your Guaranteed benefit bases” later in this section.

 

We use a portion of the operations charge and withdrawal charge to help recover our cost of providing the credit and Earnings bonus. We expect to make a profit from these charges. See “Charges and expenses” later in this Prospectus. 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 more than 10 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

 

 

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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.

 

For a state-by-state description of all material variations of the contracts, including information on the recovery of credits, see Appendix V later in this Prospectus.

 

Credits on contributions. A credit will be allocated to your Total 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% of each contribution. This credit percentage will be credited to your initial contribution and each eligible subsequent contribution. The credit will apply to subsequent contributions only to the extent that the sum of that contribution and prior contributions to which no credit was applied exceeds the total withdrawals made from the contract since the issue date. The credit will not be applied in connection with a partial conversion of a traditional IRA contract to a Roth IRA contract.

 

For example, assume you make an initial contribution of $100,000 to your contract with the entire amount allocated to the Investment account. Your Investment account 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 to the Investment account. 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 subsequent contribution of $10,000 to the Investment account. At that time, your Investment account will be credited with $180 [3% x (10,000 + 3,000 – 7,000)].

 

Credit recovery.  We do not recover amounts associated with the Earnings bonus. We will recover all or a portion of the credits on contributions in the following situations:

 

 

If you exercise your right to cancel the contract, we will recover the entire credit made to your contract (see “Your right to cancel within a certain number of days” later in this Prospectus). Also, you will not be reimbursed for any charges deducted before cancellation, except in states where we are required to return the amount of your contributions. In states where we return your Total account value or cash value, the amount we return to you upon cancellation will reflect any investment gain or loss in the variable investment options (less the daily charges we deduct) associated with your contributions and the full amount of the credit. See “Charges and expenses” later in this Prospectus for more information.

 

 

If you start receiving annuity payments within three years of making any contribution, we will recover the credit that applies to any contribution made within the prior three years.

 

 

If the owner (or older joint owner, if applicable) dies during the one-year period following our receipt of a contribution to which a credit was applied, we will recover the amount of such credit.

For example:

 

You make an initial contribution of $100,000 to your contract and your Total 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 one-year period following the receipt of the contribution, we will recapture the entire credit and reduce your Total account value by $3,000.

 

When we recover any portion of a credit, we take the dollar amount of the credit from your investment options on a pro rata basis and the guaranteed interest option. We do not include credits in the calculation of any withdrawal charge.

 

Earnings bonus.  An amount equal to 5% of your annual investment gains, called an Earnings bonus, will be added to your Total account value on each contract date anniversary that your Total account value is greater than your account value peak. At contract issue, your account value peak equals your initial contribution plus any eligible credit on your contribution. Your account value peak is increased by subsequent contributions, including any corresponding credits on those contributions. Your account value peak is not decreased by withdrawals. On each contract date anniversary, we will determine if you have investment gains by comparing your Total account value to your account value peak. If your account value peak is greater than your Total account value, you have no investment gains available for the Earnings bonus. If your Total account value is greater than your account value peak, your gains will equal your Total account value minus your current account value peak and we will increase your Total account value by an amount equal to 5% of your gains. The increase to your Total account value will occur after any applicable optional benefit base ratchet or reset. Your new account value peak will then equal your increased Total account value.

 

The Earnings bonus will be allocated to your Investment account value and your Protected Benefit account value in proportion to your investment in those accounts as of that contract date anniversary. Furthermore, the Earnings bonus will be allocated within each account according to your allocation instructions on file. If you do not have allocation instructions on file, the Earnings bonus will be allocated among your investment options in proportion to your investments on that date.

 

For example, assume you make an initial contribution of $100,000 to your contract. Your Total account value increases by a $3,000 credit on contributions (3% x $100,000). Your account value peak is $103,000. Later, you make a subsequent contribution of $100,000. Your Total account value increases by an additional $3,000 credit on contributions (3% x $100,000). Your subsequent contribution increases your account value peak to $206,000 ($103,000 + $103,000). Assume you make no further contributions and on your next contract date anniversary your Total account value is $240,000. Your Total account value ($240,000) is greater than your account value peak ($206,000) and your gain is $34,000 ($240,000 - $206,000). Your Earnings bonus

 

 

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on your investment gain is $1,700 (5% x $34,000). Your new Total account value is increased to $241,700, which is also your new account value peak.

 

Annuity purchase factors

 

Annuity purchase factors are the factors applied to determine your periodic payments under the GMIB and base contract annuity payout options. The GMIB and the applicable GMIB annuity purchase factors are discussed under “Guaranteed minimum income benefit (“GMIB”)” below. GMIB annuity purchase factors are based on the owner’s (and any younger joint owner’s) age, frequency of payment, are the same regardless of gender, and are generally more conservative than the base contract annuity purchase factors. Base contract annuity payout options are discussed under “Your annuity payout options” in “Accessing your money” later in this Prospectus. Base contract annuity purchase factors are based on interest rates, mortality tables, frequency of payments, the form of annuity benefit, and the owner’s (and any joint owner’s) age and sex in certain instances. We may provide more favorable current annuity purchase factors for the annuity payout options than those specified in your contract.

 

Guaranteed minimum income benefit

 

This section describes the Guaranteed minimum income benefit, or “GMIB”. The GMIB is automatically added to your contract at issue, unless you specifically indicate on your application that you do not wish to elect it.

 

The GMIB guarantees, subject to certain restrictions, annual lifetime payments (“Lifetime GMIB payments”) that are calculated by applying your GMIB benefit base, less any applicable withdrawal charge remaining, to the guaranteed GMIB annuity purchase factors specified in Appendix IX. You choose whether you want the option to be paid on a single or joint life basis at the time the GMIB is exercised.

 

Important note for owners age 54 or younger: Funding of the GMIB is only permitted starting at age 55. If you are between the ages of 48 and 54 at the time your contract is issued, the Initial Roll-up rates (described below) will only apply after you attain age 55 for the amount of time then remaining in your first seven contract years. If you are age 47 or younger at the time your contract is issued, the Initial Roll-up rates will never apply to your contract. Instead, the Renewal rates (described below) will apply for the duration of your contract.

 

Lifetime GMIB payments will begin at the earliest of:

 

(i)

the next contract year following the date your Protected Benefit account value falls to zero (provided the no-lapse guarantee is in effect);

 

(ii)

the contract date anniversary following your 95th birthday; or

 

(iii)

your election to exercise the GMIB.

 

We reserve the right to change the annuity option or make other forms of payout options available at any time. For a

description of payout options, see “Your annuity payout options” in “Accessing your money” later in this Prospectus.

 

When you exercise the GMIB, the annual lifetime income that you will receive will be the greater of (i) your GMIB which is calculated by applying your GMIB benefit base, less any applicable withdrawal charge remaining (if exercised prior to age 95), to GMIB guaranteed annuity purchase factors specified in Appendix IX, or (ii) the income provided by applying your Protected Benefit account value to our then current annuity purchase factors or base contract guaranteed annuity purchase factors. The GMIB benefit base is applied only to the guaranteed annuity purchase factors under the GMIB in your contract and not to any other guaranteed or current annuity purchase rates. Your Total account value is never applied to the guaranteed GMIB annuity purchase factors. The amount of income you actually receive will be determined when we receive your request to exercise the benefit.

 

If there is no Investment account value remaining when you elect to exercise the GMIB, your contract (including its death benefit and any account or cash values) will terminate and you will receive a new contract for the annuity payout option. For a discussion of when your payments will begin and end, see “Exercise of Guaranteed minimum income benefit” below.

 

Since the GMIB is automatically added to your contract at issue unless you specifically indicate on your application that you do not wish to elect it, you should consider the fact that it provides a form of insurance and is based on conservative actuarial factors. Therefore, even if your Protected Benefit account value is less than your benefit base, you may generate more income by applying your Protected Benefit account value to our current annuity purchase factors. We will make this comparison for you upon request.

 

Surrendering your contract will terminate your GMIB. Please see “Surrendering your contract to receive its cash value” in “Accessing your money” later in this Prospectus.

 

The GMIB also allows you to take certain withdrawals (your “Annual withdrawal amount”) prior to the beginning of your Lifetime GMIB payments without reducing your GMIB benefit base. Your Annual withdrawal amount for the next contract year is calculated each contract date anniversary by applying a percentage (“the Annual Roll-up rate”) to your GMIB benefit base on that date. Lifetime GMIB payments and your Annual withdrawal amount are described later in this section. With respect to your GMIB, it is important to note the following:

 

 

Once a withdrawal is taken from your Protected Benefit account, you cannot make additional contributions to your Protected Benefit account, either directly or through a Special DCA program. You can, however, continue to make transfers from your Investment account to the Protected Benefit account variable investment options until such time you make a subsequent contribution to your Investment account at which point transfers into the Protected Benefit account will no longer be available. Scheduled transfers from an existing Special DCA program will continue, even after such subsequent contribution is made to the Investment account.

 

 

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Withdrawals in excess of your Annual withdrawal amount (an “Excess withdrawal”) can greatly reduce the value of your GMIB. An Excess withdrawal that reduces your Protected Benefit account value to zero will cause your GMIB to terminate.

 

In order to fund your Guaranteed minimum income benefit, you must make contributions or transfers to the Protected Benefit account. The GMIB can only be funded starting at age 55.

 

The GMIB can be elected by owners age 20 – 80 (ages 20 – 70 for Series CP®) and with all contract types except Inherited IRA. If the contract is jointly owned, the GMIB can only be elected and funded if both owners are ages 55 through 80 (ages 55 – 70 for Series CP). The GMIB, which is automatically added to your contract at issue unless you specifically indicate on your application that you do not wish to elect it, cannot be added to your contract at a later date.

 

You can drop your GMIB at any time prior to funding your Protected Benefit account. If you fund your Protected Benefit account at issue, which is only permitted if you are at least age 55, you can drop your GMIB provided that all contributions to the contract are no longer subject to withdrawal charges. If you fund your Protected Benefit account after issue, you cannot drop the GMIB until the later of (i) the contract date anniversary following the date the Protected Benefit account is funded, and (ii) the expiration of all withdrawal charges. Once the Protected Benefit account has been funded, we will not accept requests to drop the GMIB until there are no contributions to your contract that remain subject to withdrawal charges. This means, for example, if six more years remain before no contributions are subject to withdrawal charges, then you cannot drop the GMIB for six more years. The GMIB will remain in effect until you can drop it unless it terminates for a different reason.

 

It is important to note that if you decide to drop your GMIB, either before or after funding your Protected Benefit account, your Guaranteed minimum death benefit may be affected. Please see “Dropping or changing your Guaranteed benefits” later in this section and Appendix I for more information.

 

When you purchase a contract with the GMIB, you can combine it with one of our Guaranteed minimum death benefits: (i) the Return of Principal death benefit or (ii) the Highest Anniversary Value death benefit. The GMIB cannot be combined with the RMD Wealth Guard death benefit.

 

There is an additional charge for the GMIB which is described under “Guaranteed minimum income benefit charge” in “Charges and expenses” later in this Prospectus.

 

If you elected the GMIB and change ownership of the contract, this benefit will automatically terminate, except under certain circumstances. See “Transfers of ownership, collateral assignments, loans and borrowing” in “More information,” later in this Prospectus.

 

The Guaranteed minimum income benefit should be regarded as a safety net only.

 

 

GMIB benefit base

 

Your GMIB has a benefit base that determines your Annual withdrawal amount and your Lifetime GMIB payments. We apply a Roll-up rate to your GMIB benefit base. At contract issue, an initial Annual Roll-up and Deferral Roll-up rate will apply during your first seven contract years. See “Annual Roll-up rate”, “Deferral Roll-up rate”, “Initial Roll-up rates” and “Renewal rates” later in this section for more information. Please note that the initial Annual Roll-up rate and initial Deferral Roll-up rate may be the same.

 

 

The initial Annual Roll-up rate and Deferral Roll-up rate that apply during your first seven contract years are specified in the Rate Sheet Supplements.

 

 

 

Your GMIB benefit base is not an account value or cash value. The GMIB benefit base is used to calculate your Lifetime GMIB payments, your Annual withdrawal amount and the charge for the benefit. Your GMIB benefit base is equal to:

 

 

Your initial contribution and any subsequent contributions to the Protected Benefit account variable investment options, either directly or through a Special DCA program; plus

 

 

Any amounts in a Special DCA program that are designated for future transfers to the Protected Benefit account variable investment options; plus

 

 

Any transfers to the Protected Benefit account variable investment options; less

 

 

A deduction on a pro rata basis that reflects any “Excess withdrawal” amounts (plus any applicable withdrawal charges), including any RMD payments not taken through our Automatic RMD service that result in Excess withdrawals; plus

 

 

During the GMIB Roll-up period, the “Deferral Roll-up amount” (if applicable) OR, beginning in the year in which you take your first withdrawal, any “Annual Roll-up amount”, reduced by the dollar amount of any withdrawals up to the Annual withdrawal amount. (Withdrawal charges do not apply to amounts withdrawn up to the Annual withdrawal amount.).

 

After the end of the GMIB Roll-up period, the dollar amount of any withdrawals up to the Annual withdrawal amount will not reduce your GMIB benefit base. A withdrawal from your Protected Benefit account that exceeds the Annual withdrawal amount, including RMD withdrawals, is an Excess withdrawal. (Special rules apply to RMDs, however, if you enroll in our Automatic RMD service. See “RMDs for contracts with GMIB” in “Accessing your money”.) An Excess withdrawal will reduce your GMIB benefit base on a pro rata basis. (Withdrawal charges do not apply to amounts withdrawn up to the Annual withdrawal amount.)

 

 

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Either the Deferral Roll-up amount or the Annual Roll-up amount is credited to the GMIB benefit base on each contract date anniversary during the GMIB Roll-up period. These amounts are calculated by taking into account your GMIB benefit base from the preceding contract date anniversary, the applicable Roll-up rate under your contract, contributions and transfers to the Protected Benefit account during the contract year and, for the Annual Roll-up amount, any withdrawals up to the Annual withdrawal amount during the contract year. Withdrawals from your Protected Benefit account up to the Annual withdrawal amount reduce your Annual Roll-up amount on a dollar-for-dollar basis. A withdrawal from your Protected Benefit account in excess of the Annual withdrawal amount is an Excess withdrawal. An Excess withdrawal will reduce your GMIB benefit base on a pro rata basis. Special rules apply if you are required to take RMD withdrawals and enroll in our Automatic RMD service. The calculation of both the Deferral Roll-up amount and the Annual Roll-up amount are discussed later in this section.

 

 

Beginning in the contract year in which you fund your Protected Benefit account until the end of the GMIB Roll-up period, if your Lifetime GMIB payments have not begun, withdrawals up to your Annual withdrawal amount will not reduce your GMIB benefit base. However, those same withdrawals will reduce on a dollar-for-dollar basis the Annual Roll-up amount that would otherwise be applied to the GMIB benefit base at the end of the contract year. Remember that the Roll-up amount applicable under your contract does not become part of your GMIB benefit base until the end of the contract year. The portion of any withdrawal in excess of your Annual withdrawal amount will reduce your GMIB benefit base on a pro rata basis. See “Annual withdrawal amount” later in this section. If you are required to take RMD distributions and elect our Automatic RMD service, any Lifetime RMD payment we make to you up to the greater of your Lifetime RMD payment or Annual withdrawal amount each year will count towards your Annual withdrawal amount but (a) during the GMIB Roll-up period, will not offset the Annual Roll-up amount by more than the Annual withdrawal amount and (b) after the GMIB Roll-up period ends, will not reduce your GMIB benefit base. If you do not enroll in our Automatic RMD service and you take withdrawals in order to satisfy your RMD obligations, the amount by which your total withdrawals exceed your Annual withdrawal amount will be treated as an Excess withdrawal that reduces your GMIB benefit base on a pro rata basis. See “RMDs for contracts with GMIB” in the “Accessing your money” section of this Prospectus.

 

After the GMIB Roll-up period end date, any withdrawals you take up to the Annual withdrawal amount each year will not reduce your benefit base. Any withdrawals you take in excess of the Annual withdrawal amount will reduce your benefit base on a pro rata basis. Special rules apply if you are required to take RMD withdrawals and enroll in our Automatic RMD service. Unless you decline or elect a different

annual reset option, you will be enrolled in the automatic annual reset program and your GMIB benefit base will automatically “reset” to equal the Protected Benefit account value, if higher, on every contract date anniversary from your contract date, up to the contract maturity date. See “Annual reset options” later in this section.

 

Only amounts you allocate to the Protected Benefit account variable investment options and amounts in a Special DCA program designated for the Protected Benefit account variable investment options will fund your GMIB. These amounts will be included in your GMIB benefit base and will become part of your Protected Benefit account value. See “Allocating your contributions” earlier in this section for more information.

 

For example:

 

You purchase a Retirement Cornerstone® — Series B contract at age 55 with an initial contribution of $100,000 and allocate $60,000 to the Protected Benefit account variable investment options and $40,000 to the Investment account variable investment options. Your initial GMIB benefit base will be $60,000.

 

You can fund your GMIB benefit by allocating money to the Protected Benefit account variable investment options (either directly or through a special DCA program) immediately or at some later date. Allocations to the Protected Benefit account variable investment options also fund your Guaranteed minimum death benefit.

 

Annual Roll-up rate

 

The Annual Roll-up rate is used to calculate your Annual withdrawal amount. It is also used to calculate amounts credited to your GMIB benefit base for the contract year in which the first withdrawal is made from your Protected Benefit account and all subsequent contract years. The Deferral Roll-up rate is used to calculate amounts credited to your GMIB benefit base in the contract years prior to the first withdrawal from your Protected Benefit account. The Deferral Roll-up rate is described below. Please note that the Annual Roll-up rate and the Deferral Roll-up rate may be the same.

 

The initial Annual Roll-up rate is the Annual Roll-up rate that applies during the first seven years of your contract. The initial Annual Roll-up rate is specified in the Rate Sheet Supplement and will not be less than the guaranteed Roll-up floor. Thereafter, the renewal Annual Roll-up rate applies. The renewal Annual Roll-up rate is variable and is tied to the Ten-Year Treasuries Formula Rate described below, but the minimum rate will be the greater of the guaranteed Roll-up floor and the Ten-Year Treasuries Formula Rate (which is the same calculation used for the minimum renewal Deferral Roll-up rate), but never greater than 8%. The renewal Annual Roll-up rate will be set at our discretion, subject to the above stated minimum. We reserve the right, however, to declare a renewal Annual Roll-up rate that is greater than 8%.

 

 

Ten-Year Treasuries Formula Rate.  For each calendar quarter, this rate is the average of the rates for the ten-year U.S. Treasury notes on each day for which such rates are reported during the 20 calendar days ending on the 15th day of the last month of the preceding

 

 

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calendar quarter, plus 2.00%, rounded to the nearest 0.10%. U.S. Treasury rates will be determined from the Federal Reserve Board Constant Maturity Series or such comparable rates as may be published by the Federal Reserve Board or generally available reporting services if the Federal Reserve Board Constant Maturity Series is discontinued.

 

The “Ten-Year Treasuries Formula Rate” used with the renewal Annual Roll-up rate is identical to the “Deferral Ten-Year Treasuries Formula Rate” used with the renewal Deferral Roll-up rate.

 

Deferral Roll-up rate

 

The Deferral Roll-up rate is only used to calculate amounts credited to your GMIB benefit base through the end of the contract year that precedes the contract year in which the first withdrawal is made from your Protected Benefit account. The Deferral Roll-up rate is never used to calculate your Annual withdrawal amount under the GMIB. Please note that the Deferral Roll-up rate and the Annual Roll-up rate may be the same.

 

Beginning with the first contract year in which you fund your Protected Benefit account, the Roll-up amount credited to your GMIB benefit base at the end of the contract year (the “Deferral Roll-up amount”) will be calculated using the Deferral Roll-up rate. Once you take a withdrawal from your Protected Benefit account, the Deferral Roll-up amount will not be credited at the end of the contract year in which the withdrawal was taken and the Deferral Roll-up rate will no longer apply to your contract. Instead, the Annual Roll-up amount will be credited.

 

The Deferral Roll-up rate, if higher than the Annual Roll-up rate, may provide an incentive to defer taking your first withdrawal from your Protected Benefit account. If the Deferral Roll-up rate and the Annual Roll-up rate are the same, this incentive for deferring withdrawals is not applicable.

 

The initial Deferral Roll-up rate is the Deferral Roll-up rate that applies during the first seven years of your contract. The initial Deferral Roll-up rate is specified in the Rate Sheet Supplement and will not be less than the guaranteed Roll-up floor. Thereafter, the renewal Deferral Roll-up rate applies. The renewal Deferral Roll-up rate is variable and is tied to the Deferral Ten-Year Treasuries Formula Rate described below. The minimum renewal Deferral Roll-up rate will be the greater of the guaranteed Roll-up floor and the Ten-Year Treasuries Formula Rate (which is the same calculation used for the minimum renewal Annual Roll-up rate), but never greater than 8%. The renewal Deferral Roll-up rate will be set at our discretion, subject to the above stated minimum. We reserve the right, however, to declare a renewal Deferral Roll-up rate that is greater than 8%.

 

 

Deferral Ten-Year Treasuries Formula Rate.  For each calendar quarter, this rate is the average of the rates for the ten-year U.S. Treasury notes on each day for which such rates are reported during the 20 calendar days

   

ending on the 15th day of the last month of the preceding calendar quarter, plus 2.00%, rounded to the nearest 0.10%. U.S. Treasury rates will be determined from the Federal Reserve Board Constant Maturity Series or such comparable rates as may be published by the Federal Reserve Board or generally available reporting services if the Federal Reserve Board Constant Maturity Series is discontinued.

 

As described above, both the renewal Annual Roll-up rate and renewal Deferral Roll-up rate will never be less than the guaranteed Roll-up floor or greater than 8% and both use the exact same Ten-Year Treasuries Formula Rate. Therefore, absent the Company using its discretion to set higher rates than the required minimum rates, the renewal Annual Roll-up rate and renewal Deferral Roll-up rate will be the same. You should not rely on the Company using its discretion to set a renewal Deferral Roll-up rate or a renewal Annual Roll-up rate higher than the minimum guaranteed rate.

 

It is important to note that on each contract date anniversary, we will apply either the Annual Roll-up rate or the Deferral Roll-up rate to your GMIB benefit base based on whether you have ever taken a withdrawal from the Protected Benefit account. In statements we provide you, we will show you the Roll-up amounts under both rate scenarios. Once you take a withdrawal from your Protected Benefit account, the Deferral Roll-up rate will no longer be shown on your statements.

 

Initial Roll-up rates.  At contract issue, an initial Annual Roll-up rate and Deferral Roll-up rate will apply during your first seven contract years and are specified in the respective Rate Sheet Supplements. Absent the Company using its discretion to set higher rates than the required minimum rates, the initial Annual Roll-up rate and initial Deferral Roll-up rate will be the same. The initial Roll-up rate is the Roll-up rate in effect at the time your contract is issued (subject to the Rate lock-in period rules described below). After your first seven contract years, the renewal Roll-up rates will never be less than the guaranteed Roll-up floor or, if greater, the Ten-Year Treasuries Formula Rate, and never greater than 8%.

 

 

The initial Annual Roll-up rate and Deferral Roll-up rate that apply during your first seven contract years are specified in the respective Rate Sheet Supplements.

 

 

Once a contract is issued with the Initial Roll-up rates then in effect, those rates will be applicable for the first seven contract years. Any transfers or contributions to the Protected Benefit account variable investment options, either directly or through a Special DCA program that are designated for future transfers to the Protected Benefit account variable investment options during the first seven contract years will get the initial Roll-up rates as described above. The Initial Roll-up rates are no longer applicable starting in the eighth year of your contract, regardless of when you fund the Protected Benefit account. See “Renewal rates” below for the Roll-up rates that apply once the Initial Roll-up rates expire.

 

 

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As noted earlier in this section, funding of the GMIB is only permitted starting at age 55. If you purchase your contract at a younger age, the Initial Roll-up rates may not apply to you (i) for the full seven years in which they are in effect or (ii) at all, as illustrated in the following chart:

 

Age at time of
contract purchase
  Contract years for which the Initial Roll-up
rates will apply*
55 or older   Full first 7 contract years
54   Portion of 1st contract year plus contract years 2-7
53   Portion of 2nd contract year plus contract years 3-7
52   Portion of 3rd contract year plus contract years 4-7
51   Portion of 4th contract year plus contract years 5-7
50   Portion of 5th contract year plus contract years 6-7
49   Portion of 6th contract year plus contract year 7
48   Portion of 7th contract year
47 or younger   Never
*

For contract owners age 54 or younger at time of contract purchase, your birthday will determine the size of the portion of the contract year during which the Initial Roll-up rates apply. For example, if you signed your contract at age 51 on March 1 and your birthdate is April 1, the Initial Roll-up rates will apply for eleven months of your fourth contract year, starting on April 1 of that year.

 

Rate lock-in period.  If your contract is issued within the Rate lock-in period (generally 75 days from the date you sign your application), your Initial Roll-up rates will not decrease, even if a new Rate Sheet Supplement with a lower rate becomes effective before your contract is issued. However, if your contract is issued during the Rate lock-in period but after the rate effective date of a subsequent Rate Sheet Supplement that remains effective through your contract issue date, you will get the benefit of any rate increase. Specifically, during the Rate lock-in period:

 

 

If a subsequent Rate Sheet Supplement becomes effective with a lower initial Annual Roll-up rate and lower initial Deferral Rollup rate before we issue your contract, your contract will be issued with the initial Annual Roll-up rate and initial Deferral Roll-up rate that were in effect on the application signed date.

 

 

If a subsequent Rate Sheet Supplement becomes effective with a higher initial Annual Roll-up rate and higher initial Deferral Rollup rate before we issue your contract, your contract will be issued with the initial Annual Roll-up rate and initial Deferral Roll-up rate in effect when your contract is issued.

 

 

If a subsequent Rate Sheet Supplement with a lower initial Annual Roll-up rate and a higher initial Deferral Roll-up rate becomes effective before we issue your contract, your contract will be issued with the initial Annual Roll-up rate in effect on the date you signed your application and

   

the initial Deferral Roll-up rate in effect on the contract issue date. Similarly, if a subsequent Rate Sheet Supplement becomes effective with a lower initial Deferral Roll-up rate and a higher initial Annual Roll-up rate before we issue your contract, your contract will be issued with the initial Deferral Roll-up rate in effect on the date you signed your application and the initial Annual Roll-up rate in effect on the contract issue date.

 

In short, if your contract is issued during the Rate lock-in period but after a change to the initial Annual Roll-up rate or initial Deferral Roll-up rate from the application date becomes effective and remains effective through your contract issue date, you will receive the benefit of any rate increase and protection from rate decreases.

 

If we do not issue your contract within the Rate lock-in period, then your Initial Roll-up rates will be the rates in effect on the date we issue your contract. However, our procedures may result in the return of your application if we do not receive your initial contribution within 75 days of the date you sign your application. For a state-by-state description of all material variations of this contract, including whether a different Rate lock-in period applies in your state, see Appendix V later in this Prospectus.

 

Examples:

 

 

You sign your application for a contract on September 15th. On that date the initial Annual Roll-up rate and Deferral Roll-up rates are 5.50% and 5.50%, respectively. Your initial contribution is received by way of a rollover contribution on October 5th and the contract is issued the same day. On that date the initial Annual Roll-up rate and Deferral Roll-up rates are 5.25% and 5.25%, respectively. In this example, your contract will be issued with the rates that were “locked in” at the time you signed your application, not the lower rates that were in effect on the date your contract was issued.

 

 

You sign your application for a contract on October 15th. On that date the initial Annual Roll-up rate and Deferral Roll-up rates are 5.00% and 5.00%, respectively. Your initial contribution is received by way of a rollover contribution on November 5th and the contract is issued the same day. On that date the Annual Roll-up rate and Deferral Roll-up rates are 5.00% and 5.25%, respectively. In this example, your contract will be issued with the initial Annual Roll-up rate (5.00%) that was “locked-in” at the time you signed your application and the initial Deferral Roll-up rate (5.25%) that was in effect at the time your contract was issued, not the lower initial Deferral Roll-up rate that was in effect on the date your application was signed.

 

Please note: The guaranteed Roll-up floor is not subject to the Rate lock-in period. This means that:

 

 

If a subsequent Rate Sheet supplement with a lower guaranteed Roll-up floor becomes effective after you sign your application and we issue you a contract based on that application (either during or after the Rate lock-in period), your guaranteed Roll-up floor will not decrease.

 

 

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If a subsequent Rate Sheet Supplement with a higher guaranteed Roll-up floor becomes effective after you sign your application, remains effective through your contract issue date and we issue you a contract based on that application (either during or after the Rate lock-in period), your guaranteed Roll-up floor will increase to match the higher rate.

 

Renewal rates.  As discussed in “Annual Roll-up rate” and “Deferral Roll-up rate” above, after the first seven contract years, a new Annual Roll-up rate will apply to your contract. A new Deferral Roll-up rate will also apply provided you have never taken a withdrawal from your Protected Benefit account. These “Renewal rates” may be equal, and will never be less than the guaranteed Roll-up floor, or, if greater, the underlying Treasuries Formula Rate (which is identical for both Renewal Rates), and never higher than 8%. You should not rely on the Company using its discretion to set a higher renewal Deferral Roll-up rate or a higher renewal Annual Roll-up rate.

 

These Renewal rates may be more than or less than, or equal to, your initial Annual Roll-up rate and Deferral Roll-up rate. We also reserve the right to set new initial rates that are higher than Renewal rates.

 

Any transfers or contributions to the Protected Benefit account variable investment options, either directly or through a Special DCA program and any contribution amounts in a Special DCA program that are designated for future transfers to the Protected Benefit account variable investment options, after the first day of any contract year will get the Annual Roll-up rate and Deferral Roll-up rate in effect as of the most recent contract date anniversary.

 

Notification of Annual Roll-up rate and Renewal rates.  If you elected the GMIB, the Rate Sheet Supplements will indicate the Annual Roll-up rate and Deferral Roll-up rate in effect for the first seven years of your contract. These rates may not be the same rates that were illustrated prior to your purchase of the contract. If you choose to fund the GMIB after the Initial Roll-up rates have expired, you can contact a Customer Service Representative or visit www.equitable.com to find out the current Annual Roll-up rate and if applicable, the Deferral Roll-up rate for your contract. In addition, your annual statement of contract values will show your current Renewal rates, as well as the previous year’s Annual Roll-up rate or Deferral Roll-up rate (whichever applies) for your contract. This information can also be found online through your Online Account Access.

 

 

The Annual Roll-up rate is used to calculate your Annual withdrawal amount and the credit to your GMIB benefit base if you have taken a withdrawal from your Protected Benefit account. The Deferral Roll-up rate is used to calculate the credit to your GMIB benefit base until the first withdrawal is made.

 

 

GMIB benefit base “Roll-up”

 

Your GMIB benefit base starts increasing, or rolling up, on the date you first fund your Protected Benefit account and stops rolling up on the date that is the earlier of (a) the 20th contract date anniversary that occurs after the date you first fund the Protected Benefit account and (b) the contract maturity date.

 

GMIB Roll-up period — the period during which the GMIB benefit base increases (or “rolls up”) annually by an amount determined by the Deferral Roll-up rate or Annual Roll-up rate, as applicable. The GMIB Roll-up period commences on the date you first fund the Protected Benefit account and ends on date that is the earlier of (a) the 20th contract date anniversary that occurs after the date you first fund the Protected Benefit account and (b) the contract maturity date. If you first fund the Protected Benefit account (a) on either the contract issue date or a subsequent contract date anniversary and (b) prior to your 76th birthday, the GMIB Roll-up period will be a full 20 years.

 

 

The GMIB Roll-up period can be a full 20 years. However, because the GMIB Roll-up period always ends on a contract date anniversary, your GMIB Roll-up period may be less than 20 years if you first fund the Protected Benefit account on a date other than your contract date anniversary. To ensure your GMIB benefit base rolls up for 20 complete years, you should first fund your GMIB benefit base (a) on either the contract issue date or a subsequent contract date anniversary and (b) prior to your 76th birthday.

 

See “Annual Roll-up amount and annual GMIB benefit base adjustment” and “Deferral Roll-up amount and annual GMIB benefit base adjustment” later in this section for information on how your benefit base rolls up during the GMIB Roll-up period.

 

During the GMIB Roll-up period, additional contributions or transfers to the Protected Benefit account are added to your GMIB benefit base on the date they are made and included in the applicable roll-up calculation. However, these amounts are not assigned a separate GMIB Roll-up period and will stop rolling up on the end date of the GMIB Roll-up period that was determined when you first funded the Protected Benefit account.

 

After the GMIB Roll-up period ends, your GMIB benefit base will no longer roll up but can still increase by the amount of any additional contributions to the Protected Benefit account, if permitted, and through operation of the reset feature. See “GMIB benefit base reset” later in this section for more information.

 

For single-owned contracts, the contract maturity date (the point at which Lifetime GMIB payments must begin) triggers the last possible end date of the GMIB Roll-up period. For jointly-owned contracts, the contract maturity date is based on the older owner’s age.

 

For contracts with non-natural owners, the end date of the GMIB Roll-up period will be based on the annuitant’s (or older joint annuitant’s) age.

 

The amount of the deduction for an “Excess withdrawal” and the deduction for the Annual withdrawal amount are described under “How withdrawals affect your Guaranteed benefits” later in this section. The amount of any withdrawal charge is described under “Withdrawal charge” in “Charges and expenses” later in this Prospectus.

 

For Series CP® contracts only, any credit amounts attributable to your contributions or Earnings bonus are not included in

 

 

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your GMIB benefit base. This includes credit or Earnings bonus amounts transferred from your Investment account. Credit and Earnings bonus amounts allocated to your Investment account are always considered transferred first. Amounts transferred in excess of credit or Earnings bonus amounts, which may include earnings on these amounts, will increase your GMIB benefit base. All transfers, however, will increase your Protected Benefit account value by the total amount of the transfer.

 

For example, you make an initial contribution of $100,000 and allocate the entire $100,000 to the Investment account variable investment options. Your Investment account is credited with $3,000 (3% x $100,000). Assume you later transfer $4,000 to the Protected Benefit account variable investment options, which represents the credit amount plus earnings, some of which are attributable to the credit amount. Your GMIB benefit base would equal $1,000 ($4,000 – $3,000). However, your Protected Benefit account value would still increase by the transfer, which in this example is $4,000. For more information, see “Series CP® contracts and your Guaranteed benefit bases” below.

 

As discussed earlier in this section, your GMIB benefit base is not an account value or cash value. As a result, the GMIB benefit base cannot be split or divided in any proportion in connection with a divorce. See “How divorce may affect your contract and Guaranteed benefits” in “More information.”

 

Please see Appendix III later in this Prospectus for an example of how the GMIB benefit base is calculated.

 

Beginning with the contract year in which you fund your Protected Benefit account until the end of the GMIB Roll-up period, if your Lifetime GMIB payments have not begun, withdrawals up to your Annual withdrawal amount will not reduce your GMIB benefit base. The portion of a withdrawal in excess of your Annual withdrawal amount will reduce your GMIB benefit base on a pro rata basis. See “Annual withdrawal amount” later in this section. If you are required to take RMD distributions and elect our Automatic RMD service, any Lifetime RMD payment we make to you up to the greater of your Lifetime RMD payment or Annual withdrawal amount each year will count towards your Annual withdrawal amount but (a) during the GMIB Roll-up period, will not offset the Annual Roll-up amount by more than the Annual withdrawal amount and (b) after the GMIB Roll-up period ends, will not reduce your GMIB benefit base. If you do not enroll in our Automatic RMD service and you take withdrawals in order to satisfy your RMD obligations, the amount by which your total withdrawals exceed your Annual withdrawal amount will be treated as an Excess withdrawal that reduces your GMIB benefit base on a pro rata basis. See “RMDs for contracts with GMIB” in the “Accessing your money” section of this Prospectus.

 

GMIB benefit base reset

 

Unless you decline or elect a different annual reset option, you will be enrolled in the automatic annual reset program and your GMIB benefit base will automatically “reset” to equal the Protected Benefit account value, if higher, on every contract date anniversary from the date you first fund your Protected Benefit account, up to the contract maturity date. You must notify us in writing that you want to opt out of any

automatic reset program. You can send us a written request to opt back in to an automatic reset program at a later date. We reserve the right to change or discontinue our reset programs at any time.

 

For Series CP® contracts, on your contract date anniversary any credit or Earnings bonus amounts that are part of your Protected Benefit account value are included in the calculation of your GMIB benefit base reset. If you are eligible for an Earnings bonus on your contract date anniversary, the amount of the Earnings bonus will be credited to your Total account value after any reset is calculated. If a reset occurs, your Guaranteed benefit base(s) will not be increased by amounts associated with the Earnings bonus on that contract date anniversary.

 

If a reset is not applicable on your contract date anniversary, the GMIB benefit base will not be eligible to be reset again until the next contract date anniversary. For jointly-owned contracts, eligibility to reset the GMIB benefit base is based on the age of the older owner. For non-naturally owned contracts, eligibility is based on the age of the annuitant or older joint annuitant.

 

Annual reset options.  We will send you a notice in each year that the GMIB benefit base is eligible to be reset. If you are not enrolled in either the automatic annual reset program or the automatic customized reset program you will have 30 days from your contract date anniversary to request a reset. At any time, you may choose one of the three available reset methods: one-time reset option, automatic annual reset program or automatic customized reset program. If, at the time of application, you do not decline the automatic annual reset program or elect a different annual reset option, you will be enrolled in the automatic annual reset program.

 

 

one-time reset option — resets your GMIB benefit base on a single contract date anniversary.

automatic annual reset program — automatically resets your GMIB benefit base on each contract date anniversary you are eligible for a reset.

automatic customized reset program — automatically resets your GMIB benefit base on each contract date anniversary, if eligible, for the period you designate.

 

 

One-time reset requests will be processed as follows:

 

(i)

if your request is received within 30 days following your contract date anniversary, your GMIB benefit base will be reset, if eligible, as of that contract date anniversary. If your GMIB benefit base was not eligible for a reset on that contract date anniversary, your one-time reset request will be terminated;

 

(ii)

if your request is received outside the 30 day period following your contract date anniversary, your GMIB benefit base will be reset, if eligible, on the next contract date anniversary. If your GMIB benefit base is not eligible for a reset, your one-time reset request will be terminated.

 

Once your one-time reset request is terminated, you must submit a new request in order to reset your benefit base.

 

 

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If you wish to cancel your elected reset program, your request must be received by our processing office at least one business day prior to your contract date anniversary to terminate your reset program for such contract date anniversary. Cancellation requests received after this window will be applied the following year. A reset cannot be cancelled after it has occurred. For more information, see ‘‘How to reach us’’ earlier in this Prospectus.

 

Effect of GMIB Benefit Base Resets. It is important to note that once you have reset your GMIB benefit base, a new waiting period to exercise the GMIB will apply from the date of the reset. Your new exercise date will be the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset, but in no event will it be later than the contract date anniversary following age 95. See ‘‘GMIB Exercise rules’’ and ‘‘How withdrawals affect your Guaranteed benefits’’ below for more information. Please note that in most cases, resetting your GMIB benefit base will lengthen the exercise waiting period. Also, even when there is no additional charge when you reset your Roll-up benefit base, the total dollar amount charged on future contract date anniversaries may increase as a result of the reset since the charges may be applied to a higher benefit base than would have been otherwise applied. See ‘‘Charges and expenses’’ later in this Prospectus.

 

Owners of traditional IRA or QP contracts should consider the effect of the waiting period on the requirement to take lifetime required minimum distributions before resetting the GMIB benefit base. If a QP contract is converted to an IRA, in a direct rollover, the waiting period for the reset under the IRA contract will include any time that the QP contract was a funding vehicle under the plan. If a traditional IRA contract owner or a plan participant must begin taking lifetime required minimum distributions during the 10-year waiting period, the individual may want to consider taking the annual lifetime required minimum distribution calculated for the contract from another permissible contract or funding vehicle. See ‘‘How withdrawals affect your Guaranteed benefits’’ later in this section and ‘‘Lifetime required minimum distribution withdrawals’’ in ‘‘Accessing your money.’’ Also, see ‘‘Required minimum distributions’’ under ‘‘Individual retirement arrangements (IRAs)’’ in ‘‘Tax information’’ and Appendix II — ‘‘Purchase considerations for QP Contracts’’ later in this Prospectus.

 

Annual Roll-up amount and annual GMIB benefit base adjustment

 

The Annual Roll-up amount is an amount credited to your GMIB benefit base on each contract date anniversary if there has ever been a withdrawal from your Protected Benefit account. The Annual Roll-up amount adjustment to your GMIB benefit base is a primary way to increase the value of your GMIB benefit base. This amount is calculated by taking into account your GMIB benefit base from the preceding contract date anniversary, the Annual Roll-up rate under your contract (which may be the same rate as the applicable Deferral Roll-up rate), contributions and transfers to the Protected Benefit account during the contract year and any withdrawals up to the Annual withdrawal amount during the contract year.

Your initial Annual Roll-up amount for the contract year in which you first funded the Protected Benefit account is calculated as follows:

 

 

The amount of your initial contribution to the Protected Benefit account, multiplied by:

 

 

The Annual Roll-up rate that was in effect on date of your initial contribution to the Protected Benefit account; less

 

 

Any withdrawals up to the Annual withdrawal amount resulting in a dollar-for-dollar reduction of the Annual Roll-up amount; plus

 

 

A pro-rated Roll-up amount for any additional contribution to the Protected Benefit account variable investment options during the contract year; plus

 

 

A pro-rated Roll-up amount for any transfer from the Investment account and/or Guaranteed interest option to the Protected Benefit account variable investment options during the contract year; plus

 

 

A pro-rated Roll-up amount for any contribution amounts made during the contract year to a Special DCA program that are designated for future transfers to the Protected Benefit account variable investment options during the contract year.

 

Your Annual Roll-up amount at the end of each subsequent contract year is calculated as follows:

 

 

Your GMIB benefit base on the preceding contract date anniversary, multiplied by

 

 

The Annual Roll-up rate that was in effect on the first day of the contract year; less

 

 

Any withdrawals up to the Annual withdrawal amount resulting in a dollar-for-dollar reduction of the Annual Roll-up amount; plus

 

 

A pro-rated Roll-up amount for any contribution to the Protected Benefit account variable investment options during the contract year; plus

 

 

A pro-rated Roll-up amount for any transfer from the Investment account and/or Guaranteed interest option to the Protected Benefit account variable investment options during the contract year; plus

 

 

A pro-rated Roll-up amount for any contribution amounts made during the contract year to a Special DCA program that are designated for future transfers to the Protected Benefit account variable investment options during the contract year.

 

A pro-rated Roll-up amount is based on the number of days remaining in the contract year after the contribution or transfer.

 

Withdrawals in excess of your Annual withdrawal amount are Excess withdrawals. Excess withdrawals will not reduce your Annual Roll-up amount or Annual withdrawal

 

 

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amount to less than zero. However, Excess withdrawals reduce your GMIB benefit base on a pro rata basis, which can have a significant negative impact on the benefit base amount and your future Lifetime GMIB payments. See “How withdrawals affect your guaranteed benefit base” later in this section for more information. Special rules apply if you are required to take RMD withdrawals and enroll in our Automatic RMD service. See “Lifetime required minimum distribution withdrawals” in “Accessing your money” later in this Prospectus.

 

Deferral Roll-up amount and annual GMIB benefit base adjustment

 

The Deferral Roll-up amount is an amount credited to your GMIB benefit base on each contract date anniversary provided you have never taken a withdrawal from your Protected Benefit account. The amount is calculated by taking into account your GMIB benefit base from the preceding contract date anniversary, the applicable Deferral Roll-up rate under your contract (which may be the same rate as the applicable Annual Roll-up rate) and contributions and transfers to the Protected Benefit account during the contract year. The Deferral Roll-up amount adjustment to your GMIB benefit base is a primary way to increase the value of your GMIB benefit base.

 

Your Deferral Roll-up amount for the contract year in which you first funded the Protected Benefit account is calculated as follows:

 

 

The amount of your initial contribution to the Protected Benefit account, multiplied by:

 

 

The Deferral Roll-up rate that was in effect on date of your initial contribution to the Protected Benefit account; plus

 

 

A pro-rated Deferral Roll-up amount for any additional contribution to the Protected Benefit account variable investment options during the contract year; plus

 

 

A pro-rated Deferral Roll-up amount for any transfer from the Investment account and/or Guaranteed interest option to the Protected Benefit account variable investment options during the contract year; plus

 

 

A pro-rated Deferral Roll-up amount for any contributions made during the contract year to a Special DCA program that are designated for future transfers to the Protected Benefit account variable investment options during the contract year.

 

Your Deferral Roll-up amount at the end of each subsequent contract year is calculated as follows:

 

 

your GMIB benefit base on the preceding contract date anniversary, multiplied by

 

 

the Deferral Roll-up rate that was in effect on the first day of the contract year; plus

 

 

a pro-rated Deferral Roll-up amount for any contribution to the Protected Benefit account variable investment options during the contract year; plus

 

a pro-rated Deferral Roll-up amount for any transfer from the Investment account and/or Guaranteed interest option to the Protected Benefit account variable investment options during the contract year; plus

 

 

a pro-rated Deferral Roll-up amount for any contribution amounts made during the contract year to a Special DCA program that are designated for future transfers to the Protected Benefit account variable investment options during the contract year.

 

A pro-rated Deferral Roll-up amount is based on the number of days remaining in the contract year after the contribution or transfer.

 

 

 

The GMIB benefit base stops rolling up on the last date of the GMIB Roll-up period. Thereafter, your GMIB benefit base is frozen, which means:

 

 

The benefit base no longer rolls up.

 

 

Any withdrawals you take up to the Annual withdrawal amount each year will not reduce your benefit base.

 

 

Any withdrawals you take in excess of the Annual withdrawal amount are Excess withdrawals that will reduce your benefit base on a pro rata basis. Special rules apply to contract owners who are required to take RMD withdrawals and are enrolled in the Automatic RMD service. See “RMDs for contracts with GMIB” in “Accessing your money”.

 

 

Contributions and transfers to the Protected Benefit account are permitted and will increase your benefit base on a dollar-for-dollar basis.

 

 

The benefit base remains eligible for increases through operation of the reset feature.

 

Annual withdrawal amount

 

(Applicable prior to the beginning of Lifetime GMIB payments)

 

Your Annual withdrawal amount for the contract year in which you first fund the Protected Benefit account (the “initial Annual withdrawal amount”) is calculated on the date you first fund the Protected Benefit account, and is equal to:

 

 

the Annual Roll-up rate in effect on that date, multiplied by

 

 

the GMIB benefit base on that date (which is the amount you allocated to the Protected Benefit account).

 

If you first funded the Protected Benefit account on a date other than your contract date anniversary, your initial Annual withdrawal amount is pro-rated based on the number of days remaining before your next contract date anniversary. If you subsequently make additional contributions or transfers to the Protected Benefit account prior to the next contract date anniversary, your initial Annual withdrawal amount will increase on the date of such contribution or transfer by a pro-rated amount based on the number of days remaining before your next contract date anniversary. Your initial Annual withdrawal amount will be reduced by the amount of any withdrawals you make before your next contract date anniversary on a dollar-for-dollar basis.

 

 

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For example, assume that you first fund your Protected Benefit account on first day of the contract year by making a contribution of $10,000 to your Protected Benefit account variable investment options. On that date, your GMIB benefit base will be $10,000. Your initial Annual withdrawal amount is equal to $500, calculated as follows:

 

 

5% (the current Annual Roll-up rate) multiplied by

 

 

$10,000 (your GMIB benefit base)

 

Further assume that on the 146th day of that contract year you make an additional contribution to the Protected Benefit account of $5,000. Your initial Annual withdrawal amount increases by $151 (the pro-rated Roll-up amount for the contribution), calculated as:

 

 

$5,000 (the additional contribution) multiplied by

 

 

5% (the current Annual Roll-up rate) multiplied by

 

 

219/365 (fraction representing the number of days remaining in a 365-day contract year for which the contribution receives credit toward the Annual withdrawal amount)

 

Your Annual withdrawal amount for each subsequent contract year is calculated on each contract date anniversary beginning with the contract year that follows the contract year in which the Protected Benefit account is first funded, and is equal to:

 

 

the Annual Roll-up rate in effect at the time, multiplied by

 

 

the GMIB benefit base as of the most recent contract date anniversary.

 

If you make additional contributions or transfers to the Protected Benefit account prior to the next contract date anniversary, including amounts transferred from a special DCA program, your Annual withdrawal amount will increase on the date of such contribution or transfer by a pro-rated amount based on the number of days remaining before your next contract date anniversary.

 

Beginning with the contract year in which you fund your Protected Benefit account, if your Lifetime GMIB payments have not begun, you may withdraw up to your Annual withdrawal amount without reducing your GMIB benefit base and adversely affecting your Lifetime GMIB payments. It is important to note that withdrawals in excess of your Annual withdrawal amount will have a harmful effect on both your GMIB benefit base and Lifetime GMIB payments. An Excess withdrawal that reduces your Protected Benefit account to zero will cause your GMIB to terminate.

 

Beginning with the contract year in which your Protected Benefit account was first funded, the portion of a withdrawal from your Protected Benefit account in excess of your Annual withdrawal amount, and all subsequent withdrawals from your Protected Benefit account in that contract year, will always reduce your GMIB benefit base on a pro rata basis. (See “RMDs for contracts with GMIB” in “Accessing your money” for special rules that apply if you enroll in our Automatic RMD service.) This is referred to as an “Excess withdrawal”. The reduction of your GMIB benefit

base on a pro rata basis means that we calculate the percentage of your current Protected Benefit account value that is being withdrawn and we reduce your current GMIB benefit base by the same percentage. A pro rata withdrawal will have a significant adverse effect on your benefit base in cases where the Protected Benefit account value is less than the benefit base. For an example of how a pro rata reduction works, see “How withdrawals affect your Guaranteed benefits” later in this section and, for examples of how withdrawals affect your Annual withdrawal amount, see Appendix VI later in this Prospectus.

 

Your Annual withdrawal amount is always calculated using the Annual Roll-up rate in effect for your contract at the beginning of the contract year. The Deferral Roll-up rate, described above, is never used for the purposes of calculating the Annual withdrawal amount. Your Annual withdrawal amounts are not cumulative. If you withdraw less than your Annual withdrawal amount in any contract year, you may not add the remainder to your Annual withdrawal amount in any subsequent year.

 

Taking all or a portion of your Annual withdrawal amount reduces your free withdrawal amount on a dollar-for-dollar basis. See “Free withdrawal amount” in “Charges and expenses” later in this Prospectus.

 

Your Annual withdrawal amount may be more than or less than your Lifetime GMIB payments. Please refer to the beginning of this “Guaranteed minimum income benefit” section and “Lifetime GMIB payments” below for more information about Lifetime GMIB payments.

 

Example of how your Annual withdrawal amount; Annual Roll-up amount; Deferral Roll-up amount and annual GMIB benefit base adjustment; and the effect of an Excess withdrawal is calculated.

 

Annual withdrawal amount.  Assume you make a contribution of $200,000 and allocate $100,000 to your Protected Benefit account variable investment options and $100,000 to your Investment account variable investment options at issue. At the beginning of contract year three, assume you transfer $5,000 to your Protected Benefit account variable investment options. Also assume that your Annual Roll-up rate is 5% and your Deferral rate is 5% in each contract year. Accordingly, your GMIB benefit base on your third contract date anniversary is $121,013.

 

The GMIB benefit base of $121,013 is calculated as follows:

 

You start with $100,000 allocated to the Protected Benefit account variable investment options. This amount is your initial GMIB benefit base.

 

 

The first Deferral Roll-up amount increases your GMIB benefit base to $105,000. ($100,000 + $5,000)

 

      

$100,000 (GMIB benefit base) x 5% (Deferral Roll-up rate) = $5,000 (Deferral Roll-up amount)

 

 

The second Deferral Roll-up amount increases your GMIB benefit base to $110,250. ($105,000 + $5,250)

 

      

$105,000 (GMIB benefit base) x 5% (Deferral Roll-up rate) = $5,250 (Deferral Roll-up amount)

 

 

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Your $5,000 transfer from the Investment account at the beginning of contract year three increases your GMIB benefit base to $115,250. ($110,250 + $5,000)

 

 

The third Deferral Roll-up amount increases your GMIB benefit base to $121,013. ($115,250 + $5,763)

 

      

$115,250 (GMIB benefit base) x 5% (Deferral Roll-up rate) = $5,763 (Deferral Roll-up amount)

 

Your Annual withdrawal amount as of the beginning of contract year four is equal to $6,051, calculated as follows:

 

 

$121,013 (GMIB benefit base as of your most recent contract date anniversary) multiplied by:

 

 

5% (your current Annual Roll-up rate) equals:

 

 

$6,051

 

Please note that your Annual Roll-up rate is used to calculate your Annual withdrawal amount. The Deferral Roll-up rate is never used to calculate your Annual withdrawal amount.

 

Annual Roll-up amount and annual benefit base adjustment.  Further assume that during contract year four (on the 146th day of the contract year), you make a contribution of $10,000 to your Protected Benefit account variable investment options, making your current GMIB benefit base after the contribution $131,013. Also assume that you withdraw your full Annual withdrawal amount of $6,051 during contract year four.

 

On your fourth contract date anniversary, your Annual Roll-up amount is equal to $300, calculated as follows:

 

 

5% (your current Annual Roll-up rate) multiplied by

 

 

$121,013 (your GMIB benefit base as of your most recent contract date anniversary) minus

 

 

$6,051 (the Annual withdrawal amount, which was withdrawn) plus

 

 

$300 (the daily pro-rated Roll-up amount for the contribution: $10,000 x 5% x 219/365* = $300)

 

 

equals $300

 

 

 

*

This fraction represents the number of days in a 365-day contract year that the contribution would have received credit toward the Roll-up amount.

 

Please note that the withdrawal in contract year four terminated the Deferral Roll-up rate. Therefore on the fourth contract date anniversary, the Annual Roll-up rate was used to calculate the Annual Roll-up amount.

 

Your adjusted GMIB benefit base is $131,313 ($131,013 + $300).

 

Effect of an Excess withdrawal.  In contract year four, assume instead that you make a withdrawal of $9,051 (including any applicable withdrawal charges). This would result in an

Excess withdrawal of $3,000 because your Annual withdrawal amount is only $6,051 ($9,051 – $6,051 = $3,000). Further, assume that your Protected Benefit account value at the time of this withdrawal is $100,000. As described earlier in this section, Excess withdrawals reduce your GMIB benefit base on a pro-rata basis. Accordingly, your GMIB benefit base is reduced by $3,930 at the time of the withdrawal, calculated as follows:

 

 

$131,013 (your current GMIB benefit base: $121,013 + $10,000) multiplied by

 

 

3% (the percentage of your current Protected Benefit account value that was withdrawn in excess of your Annual withdrawal amount) equals

 

 

$3,930

 

On your fourth contract date anniversary, your adjusted GMIB benefit base is $127,383, calculated as follows:

 

 

$127,083 (your GMIB benefit base adjusted to reflect the Excess withdrawal: $131,013 – $3,930) plus

 

 

$300 (your Annual Roll-up amount) equals

 

 

$127,383

 

Please note that the Excess withdrawal in contract year four terminated the GMIB no-lapse guarantee. Please see the following section for more information about the no-lapse guarantee.

 

See Appendix VI later in this Prospectus for more examples of how withdrawals affect your Guaranteed benefit bases and Annual withdrawal amount.

 

GMIB “no-lapse guarantee”

 

In general, if your Protected Benefit account value falls to zero (except as discussed below), the GMIB will be exercised automatically, based on the owner’s (or older joint owner’s, if applicable) current age and GMIB benefit base as follows:

 

 

You will be issued a life only supplementary contract based on a single life. Upon exercise, your Guaranteed minimum death benefit will be terminated.

 

 

You will have 30 days from when we notify you to change the payout option and/or the payment frequency.

 

Poor investment performance of the Protected Benefit account variable investment options or payment of applicable charges may contribute to your Protected Benefit account value falling to zero but will not cause the no-lapse guarantee to terminate.

 

The no-lapse guarantee will terminate under the following circumstances:

 

 

If you take an Excess withdrawal in any contract year following the contract year in which you first fund your Protected Benefit account.

 

 

Upon the contract maturity date.

 

 

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The no-lapse guarantee will not be voided by (a) any withdrawals from your Protected Benefit account in the contract year in which you first fund your Protected Benefit account or (b) by RMDs that exceed your Annual withdrawal amount if taken through our Automatic RMD service.

 

If you were enrolled in the Maximum Payment Plan or Customized Payment Plan, the frequency of your Lifetime GMIB payments will be the same based on the payment frequency you elected. Your Lifetime GMIB payment amount may be less than your Annual withdrawal amount in the prior contract year.

 

If you were not enrolled in the Maximum Payment Plan or Customized Payment Plan, you will begin receiving your Lifetime GMIB payments annually one calendar year after the date that the Protected Benefit account value fell to zero. Your Lifetime GMIB payment amount may be less than your Annual withdrawal amount in the prior contract year.

 

Exercise of GMIB

 

On each contract date anniversary that you are eligible to exercise the GMIB, we will send you an eligibility notice illustrating how much income could be provided as of the contract date anniversary. You must notify us within 30 days following the contract date anniversary if you want to exercise the GMIB. You must return your contract to us, along with all required information within 30 days following your contract date anniversary, in order to exercise this benefit. Upon exercise of the GMIB, the owner (or older joint owner, if applicable) will become the annuitant, and the contract will be annuitized on the basis of the annuitant’s life. You will begin receiving annual payments one year after the annuity payout contract is issued. If you choose monthly or quarterly payments, you will receive your payment one month or one quarter after the annuity payout contract is issued. Under monthly or quarterly payments, the aggregate payments you receive in a contract year will be less than what you would have received if you had elected an annual payment, as monthly and quarterly payments reflect the time value of money with regard to both interest and mortality. You may choose to take a withdrawal prior to exercising the GMIB, which will reduce your payments. You may not partially exercise this benefit. See ‘‘Withdrawing your account value’’ in ‘‘Accessing your money’’ later in this Prospectus. Payments end with the last payment before the annuitant’s (or joint annuitant’s, if applicable) death.

 

Please see “Exercise of the GMIB in the event of a GMIB fee increase” under “Charges and expenses” later in this Prospectus for more information on exercising your GMIB upon notice of a change to the GMIB fee.

 

GMIB exercise rules.  The latest date you may exercise the GMIB is the contract maturity date. If the GMIB is exercised on any contract date anniversary prior to age 95, the GMIB benefit base is reduced by any remaining withdrawal charge. If the GMIB is exercised as a result of triggering of the no-lapse guarantee, any applicable withdrawal charges are waived.

The earliest date on which you are eligible to exercise the GMIB is calculated as follows:

 

 

If the date you first funded the Protected Benefit account was on your contract date — you are eligible to exercise the GMIB within 30 days following your 10th contract date anniversary.

 

 

If the date you first funded the Protected Benefit account was on a contract date anniversary — you are eligible to exercise the GMIB within 30 days following the 10th contract date anniversary after you first funded your Protected Benefit account.

 

 

If the date you first funded the Protected Benefit account was not on your contract date or a contract date anniversary — you are eligible to exercise the GMIB within 30 days following the 10th contract date anniversary that occurs after the contract date anniversary immediately preceding the date you first funded the Protected Benefit account.

 

If you exercise the GMIB and then take a withdrawal from the Protected Benefit account within the 30 days between the applicable contract date anniversary and the date on which the GMIB exercise takes effect, your GMIB benefit base will be reduced on a dollar-for-dollar basis by the amount of the withdrawal (or on a pro-rata basis if the withdrawal was an Excess withdrawal).

 

The GMIB guarantees annual lifetime payments (“Lifetime GMIB payments”), which will begin at the earliest of:

 

(i)

the next contract year following the date your Protected Benefit account value falls to zero (provided the no-lapse guarantee is in effect);

 

(ii)

the contract date anniversary following your 95th birthday; or

 

(iii)

your election to exercise the GMIB.

 

Your Lifetime GMIB payments will be calculated as described below in this section. Whether your Lifetime GMIB payments are triggered by age 95, the no-lapse guarantee, or your election to exercise the GMIB, we use the same calculation to determine the amount of the payments. Please note that withdrawal charges, if any, may apply if you elect to exercise the GMIB.

 

For single owner contracts, the payout can be either based on a single life (the owner’s life) or joint lives. For IRA contracts, the joint life must be the spouse of the owner. For jointly-owned contracts, payments can be based on a single life (the life of the older owner) or joint lives. For non-natural owners, payments are based on the annuitant or joint annuitant’s life. In the cases of (a) a joint-owned contract that is continued as a single-owned contract by the younger spouse after the death of the older spouse and (b) a single-owned contract that is continued by the spousal beneficiary followed by the death of the owner, we will always apply joint life annuity purchase rates when calculating GMIB periodic payments, even if the single life payout option had been elected.

 

 

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Lifetime GMIB payments.  Your Lifetime GMIB payments are calculated by applying your GMIB benefit base (less any applicable withdrawal charge remaining) to the guaranteed GMIB annuity purchase factors specified in Appendix IX.

 

Exercising the GMIB when your Protected Benefit account value falls to zero. If your Protected Benefit account value is zero as described under “GMIB “no-lapse guarantee”” above, we will use your GMIB benefit base as of the day your Protected Benefit account value was reduced to zero. On the day your Protected Benefit account value is reduced to zero, we calculate your GMIB benefit base using the same formula as described under “GMIB benefit base” earlier in this section. If your Protected Benefit account was reduced to zero on a date other than your contract anniversary, we will include a pro rata portion of the applicable Roll-up amount in your GMIB base. Withdrawal charges, if any, will not apply under these circumstances.

 

Example — Calculating the GMIB benefit base when your Protected Benefit account value falls to zero:

 

Assume your Protected Benefit account value goes to zero after six months of the 10th contract year and that the Annual Roll-up rate is 5%. Assume further that at the beginning of the 10th contract year, your GMIB benefit base was $100,000 and that you made no contributions or transfers to the Protected Benefit account or any withdrawals during that contract year.

 

The GMIB benefit base on the day your Protected Benefit account value was reduced to zero would be $102,500, calculated as follows:

 

 

$100,000 (the GMIB benefit base at the start of the 10th contract year) plus

 

 

$5,000 (the Annual Roll-up amount of $100,000 multiplied by the Annual Roll-up rate of 5%) minus

 

 

$2,500 (the Annual Roll-up amount reduced to reflect that the GMIB benefit base no longer rolls up after the Protected Benefit account value falls to zero) equals

 

 

$102,500

 

If your Protected Benefit account value is reduced to zero on your contract date anniversary as the result of the deduction of charges under the contract, we will add any remaining Annual Roll-up amount, or if applicable, your Deferral Roll-up amount, to your GMIB benefit base.

 

If the GMIB is exercised under any of the three events as described above, and you have no Investment account value, the following applies:

 

(i)

We will issue a supplementary contract with the same owner and beneficiary.

 

(ii)

Your current contract, including the Guaranteed minimum death benefit will be terminated.

 

If the GMIB is exercised under any of the three events as described above, and you have Investment account value, the following applies:

(i)

We will issue a supplementary contract for the Protected Benefit account with the same owner and beneficiary. The Investment account under your current contract will continue to be in force.

 

(ii)

Your Lifetime GMIB payment will not reduce your Investment account value.

 

(iii)

Your Guaranteed minimum death benefit will be terminated.

 

(iv)

For IRA contracts, your RMD payments will be based solely on your Investment account value and may only be withdrawn from your Investment account.

 

Exercising the GMIB when your Protected Benefit account value is greater than zero. If you elect to exercise the GMIB and your Protected Benefit account value has not fallen to zero before the contract maturity date, the following applies:

 

(i)

We will issue a supplementary contract with the same owner and beneficiary.

 

(ii)

The lifetime annual payment amount you receive will be the greater of the Lifetime GMIB payment amount or the income derived from applying your Protected Benefit account value to our current or guaranteed annuitization factors. This lifetime annual payment amount may be lower than your Annual withdrawal amount depending on your age, current annuitization factors, and your Protected Benefit account and GMIB benefit base values at the time you exercise the GMIB.

 

Example: Assume that the current annuitization factors are greater than the guaranteed annuitization factors. A male contract owner who is age 95 and has a $100,000 GMIB benefit base and $50,000 in Protected Benefit account value and no Investment account value would receive the greater of the following:

 

(i)

Current annuitization factor (which is subject to change) of 0.176628 applied to his $50,000 Protected Benefit account value, which equals an annual payment of $8,832, or

 

(ii)

The GMIB annuity purchase factor (in this example, it would be 6.925%) applied to his $100,000 GMIB benefit base, which equals an annual Lifetime GMIB payment of $6,925.

 

In this example, the contract owner’s annual payment would be $8,832.

 

Exercising the GMIB through the no-lapse guarantee when your Protected Benefit account value falls to zero. If your Protected Benefit account value falls to zero and the no-lapse guarantee is in effect, the GMIB is exercised automatically and you will receive Lifetime GMIB payments. This annual Lifetime GMIB payment amount may be lower than your Annual withdrawal amount, depending on your age at the time the GMIB is exercised and whether you elect to be paid on a single or joint life basis.

 

See Appendix IX for the GMIB annuity purchase factors that apply to your contract.

 

 

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Please note:

 

 

Exercising the GMIB provides you with a guaranteed annual lifetime payment that is not intended to replace the annual income you can receive by withdrawing the Annual withdrawal amount prior to exercising the GMIB. The annual Lifetime GMIB payment amount you receive is based on conservative actuarial factors and may be lower than your Annual withdrawal amount.

 

 

At most GMIB exercise ages, the annual Lifetime GMIB payment amount will be less than your Annual withdrawal amount. Accordingly, you should not deplete your Protected Benefit account value through withdrawals in reliance on receiving a similar amount of annual income through Lifetime GMIB payments.

 

For example, assume that a male contract owner who is age 80 and has a $100,000 GMIB benefit base, and his Protected Benefit account value falls to zero through systematic withdrawals of the Annual withdrawal amount (e.g., $5,000 as of the most recent contract date anniversary) and poor investment performance. Further assume that the no-lapse guarantee is in effect and the GMIB is automatically exercised.

 

The contract owner’s annual Lifetime GMIB payment would be $4,315, which is calculated by applying the GMIB annuity purchase factor for his age of 80 (in this example, it would be 4.315%) to his $100,000 GMIB benefit base. In this case, the annual Lifetime GMIB payment is $685 less than the most recent Annual withdrawal amount.

 

Any remaining Investment account value will be annuitized under a separate contract based on one of the annuity payout options discussed under “Your annuity payout options” in “Accessing your money” later in this Prospectus.

 

Upon issuing your supplementary contract, your Guaranteed minimum death benefit and your death benefit in connection with your Investment account value will be terminated.

 

If you elected the GMIB and your Protected Benefit account value falls to zero due to an Excess withdrawal, we will terminate your GMIB and you will receive no payment or supplementary life annuity contract, even if your GMIB benefit base is greater than zero.

 

Please see the Hypothetical illustrations in Appendix IV for an example of how Lifetime GMIB payments are calculated when: (i) a hypothetical Protected Benefit account value falls to zero, and (ii) the annuitant reaches age 95.

 

Please note:

 

(i)

if the GMIB benefit base is reset after age 85, the only time you may exercise the GMIB is within 30 days following the contract date anniversary following the owner’s attainment of age 95;

(ii)

for Retirement Cornerstone® 19 QP contracts, the Plan participant can exercise the GMIB only if he or she elects to take a distribution from the Plan and, in connection with this distribution, the Plan’s trustee changes the ownership of the contract to the participant. This effects a rollover of the Retirement Cornerstone® 19 QP contract into a Retirement Cornerstone® 19 traditional IRA. This process must be completed within the 30-day time frame following the contract date anniversary in order for the Plan participant to be eligible to exercise. However, if the GMIB is automatically exercised as a result of the no-lapse guarantee, a rollover into an IRA will not be effected and payments will be made directly to the trustee;

 

(iii)

since no partial exercise is permitted, owners of defined benefit QP contracts who plan to change ownership of the contract to the participant must first compare the participant’s lump sum benefit amount and annuity benefit amount to the GMIB benefit base and account value, and make a withdrawal from the contract if necessary. See ‘‘How withdrawals affect your Guaranteed benefits’’ later in this section;

 

(iv)

if you reset the GMIB benefit base (as described earlier in this section), your new exercise date will be the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset, but in no event will it be later than the contract date anniversary following age 95. Please note that in most cases, resetting your GMIB benefit base will lengthen the waiting period;

 

(v)

a spouse beneficiary or younger spouse joint owner under Spousal continuation may continue the GMIB if the contract is not past the last date on which the original owner could have exercised the benefit and the spouse beneficiary or younger spouse joint owner is eligible to continue the benefit and to exercise the benefit under the applicable exercise rules (described in “Spousal continuation” in the “Payment of death benefit” section). Spousal beneficiaries between ages 85 and 95 on the date of the owner’s death will have a one-time opportunity to exercise the GMIB subject to the following additional rules. The one-time election will be available only if the original owner died before the contract date anniversary following age 95. In addition, the election to exercise the GMIB must be made no later than one year following the date of the owner’s death. If the GMIB is exercised, the Guaranteed minimum death benefit will be terminated. For example, if an owner is age 70 at issue, and he dies at age 79, and the spouse beneficiary is 86 on the date of his death, she may exercise the GMIB no later than one year following the date of the owner’s death, even though she was 77 at the time the contract was issued, because eligibility is measured using her age at the time of the owner’s death, not her age on the issue date.

 

(vi)

if the contract is jointly owned and not an IRA contract, you can elect to have the GMIB paid either: (a) as a joint life benefit or (b) as a single life benefit paid on the basis of the older owner’s age (if applicable); and

 

 

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(vii)

if the contract is an IRA contract, you can elect to have the Guaranteed minimum income benefit paid either: (a) as a joint life benefit, but only if the joint annuitant is your spouse or (b) as a single life benefit paid on the basis of the older annuitant’s age; and

 

(viii)

if the contract is owned by a trust or other non-natural person, eligibility to elect or exercise the GMIB is based on the annuitant’s (or older joint annuitant’s, if applicable) age, rather than the owner’s.

 

See ‘‘Effect of the owner’s death’’ under ‘‘Payment of death benefit’’ later in this Prospectus for more information.

 

Please see ‘‘How withdrawals affect your Guaranteed benefits’’ later in this section and ‘‘Effect of your account values falling to zero’’ in ‘‘Determining your contract’s value’’ later in this Prospectus for more information on these guaranteed benefits.

 

From time to time, we may offer you some form of payment or incentive in return for terminating or modifying certain guaranteed benefits. See “Guaranteed benefit offers” later in this section for more information.

 

Death benefit

 

For the purposes of determining the death benefit under your Retirement Cornerstone® 19 contract, we treat your Investment account and any Guaranteed minimum death benefit funded by your Protected Benefit account differently.

 

The death benefit in connection with your Investment account is equal to your Investment account value as of the date we receive satisfactory proof of death, any required instructions for the method of payment, and any required information and forms necessary to effect payment. The death benefit payable in connection with your Protected Benefit account will be based on the greater of (i) your Protected Benefit account value, and (ii) the benefit base of your Guaranteed minimum death benefit.

 

The total death benefit under your Retirement Cornerstone® 19 contract will depend on your values in either one or both sides of the contract. If you selected a Guaranteed minimum death benefit but never funded your Protected Benefit account, your death benefit will be based on your Investment account value only. Likewise, if you funded your Guaranteed minimum death benefit through allocations to the Protected Benefit account and had no Investment account value, your death benefit would be based strictly on the Guaranteed minimum death benefit you selected. Also, it is possible that upon your death, you have value in both your Investment account and a Guaranteed minimum death benefit that has been funded through allocations to the Protected Benefit account. In that case, your beneficiaries would receive the Investment account value plus the value of your Guaranteed minimum death benefit.

Guaranteed minimum death benefits

 

At issue, you may elect one of our optional Guaranteed minimum death benefit options (GMDBs) in connection with your Protected Benefit account as follows:

 

Guaranteed Minimum
Death Benefit
  Series B
Contracts
  Series CP®
Contracts
Return of Principal death benefit*  

 

Issue Ages 0-80

 

 

Issue Ages 0-70

Highest Anniversary Value death benefit*  

 

Issue Ages 0-75

   
RMD Wealth Guard death benefit  

 

Issue Ages 20-68

 

 

Issue Ages 20-68

*

As long as you have the GMIB, you can only fund these benefits beginning at age 55.

 

Important note for owners age 54 or younger: If you do not specifically indicate on your application that you do not wish to have the GMIB or do not subsequently drop the GMIB after your contract is issued, then you cannot fund the Protected Benefit account until you are at least age 55, which means you also cannot fund any applicable Guaranteed minimum death benefit until at least age 55. If you are between the ages of 48 and 54 at the time your contract is issued, the initial Annual Roll-up rate specified in the Rate Sheet Supplements will only apply after you attain age 55 for the amount of time then remaining in your first seven contract years. If you are age 47 or younger at the time your contract is issued, the initial Annual Roll-up rate will never apply to your contract. Instead, the Renewal rates (described later in this section) will apply for the duration of your contract.

 

The RMD Wealth Guard death benefit cannot be elected in combination with the GMIB. You can elect the Return of Principal death benefit and the Highest Anniversary Value death benefit with or without the GMIB. The Highest Anniversary Value death benefit and the RMD Wealth Guard death benefit are available at an additional charge. There is no additional charge for the Return of Principal death benefit. The Return of Principal death benefit will be issued with all eligible contracts if you do not elect either the Highest Anniversary Value or the RMD Wealth Guard death benefit at the time you apply for your Retirement Cornerstone® 19 contract. If you elect a GMDB, the period during which you can make subsequent contributions may be significantly shorter than if you did not elect a GMDB. Please refer to Appendix VII later in this Prospectus.

 

Once a withdrawal is taken from the Protected Benefit account, additional contributions may not be made to the Protected Benefit account. Please refer to “Accessing your money” later in this Prospectus. Transfers to and from the Protected Benefit account may be restricted. Please refer to “Transferring your money among investment options” later in this Prospectus.

 

Any GMDB you elect will automatically terminate upon annuitization, which will occur no later than the contract maturity date.

 

 

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When you have a GMDB, you can allocate your contributions to any of the following:

 

 

Protected Benefit account variable investment options

 

 

Investment account variable investment options

 

 

Guaranteed interest option

 

 

The account for special dollar cost averaging (Series B contracts only)

 

 

The account for special money market dollar cost averaging (Series CP® contracts only)

 

Funding your GMDB.  Only amounts you allocate to the Protected Benefit account variable investment options and amounts in a Special DCA program designated for the Protected Benefit account variable investment options will fund your GMDB. These amounts will be included in your GMDB benefit base and will become part of your Protected Benefit account value.

 

For Series CP® contracts, any credit or Earnings bonus amounts attributable to your Protected Benefit account are not included in your GMDB benefit base. If you decide to transfer amounts from your Investment account to your Protected Benefit account variable investment options, only amounts representing contributions and earnings will increase your GMDB benefit base. Credit or Earnings bonus amounts to your Investment account are always considered transferred first, though any amount of that transfer that represents a credit or Earnings bonus will be excluded from your GMDB benefit base. All transfers, however, will increase your Protected Benefit account value by the amount of the transfer.

 

Your death benefit in connection with your Protected Benefit account is equal to one of the following — whichever provides a higher amount:

 

 

Your Protected Benefit account value as of the date we receive satisfactory proof of the owner’s (or older joint owner’s, if applicable) death, any required instructions for the method of payment, and any required information and forms necessary to effect payment; or

 

 

Your applicable GMDB benefit base (discussed below) on the date of the owner’s (or older joint owner’s, if applicable) death, adjusted for subsequent withdrawals (and any withdrawal charges).

 

Return of Principal death benefit

 

The Return of Principal death benefit, like all of the guaranteed minimum death benefits, only applies to amounts you allocate to the Protected Benefit account variable investment options and not to the contract as a whole. Your Return of Principal Guaranteed minimum death benefit is equal to your Return of Principal death benefit base. This benefit base is not an account value or cash value. It is equal to:

 

 

Your initial contribution and any subsequent contributions to the Protected Benefit account variable investment options, either directly or through a Special DCA program; plus

 

Any amounts contributed to a Special DCA program that are designated for future transfers to the Protected Benefit account variable investment options; plus

 

 

Any amounts transferred to the Protected Benefit account variable investment options; less

 

 

A deduction that reflects any withdrawals you make from the Protected Benefit account variable investment options or from amounts in a Special DCA program designated for the Protected Benefit account variable investment options (including any withdrawal charges). The amount of this deduction is described under “How withdrawals affect your Guaranteed benefits” later in this section. The amount of any withdrawal charge is described under “Withdrawal charge” in “Charges and expenses” later in this Prospectus.

 

Please see Appendix III later in this Prospectus for an example of how the Return of Principal benefit base is calculated.

 

Highest Anniversary Value death benefit

 

Your Highest Anniversary Value Guaranteed minimum death benefit is equal to your Highest Anniversary Value benefit base. This benefit base is not an account value or cash value. The calculation of your Highest Anniversary Value benefit base will depend on whether you have taken a withdrawal from your Protected Benefit account.

 

If you have not taken a withdrawal from your Protected Benefit account, your Highest Anniversary Value benefit base is equal to one of the following — whichever provides a higher amount:

 

 

Your initial contribution and any subsequent contributions to the Protected Benefit account variable investment options, either directly or through a Special DCA program; plus

 

 

Any amounts contributed to a Special DCA that are designated for future transfers to the Protected Benefit account variable investment options; plus

 

 

Any amounts transferred to the Protected Benefit account variable investment options.

 

-OR-

 

 

Your highest Protected Benefit account value on any contract date anniversary up to the contract date anniversary following the owner’s (or older joint owner’s, if applicable) 85th birthday (plus any transfers to the Protected Benefit account variable investment options and contributions either directly or through a Special DCA program designated for the Protected Benefit account variable investment options, made since the most recent “reset” of the Highest Anniversary Value benefit base that established your Protected Benefit account value as your new Highest Anniversary Value benefit base).

 

If you take a withdrawal from your Protected Benefit account and you elected the GMIB, your Highest Anniversary Value benefit base will be reduced on a dollar-for-dollar basis by withdrawals up to the Annual withdrawal amount, and on a pro rata basis by Excess withdrawals (including any applicable

 

 

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withdrawal charges). (Special rules apply if you enroll in our Automatic RMD service.) If you take a withdrawal from your Protected Benefit account and you did not elect the GMIB, your Highest Anniversary Value benefit base will be reduced on a pro rata basis (including any applicable withdrawal charges). Reduction on a pro rata basis means that we calculate the percentage of your Protected Benefit account value that is being withdrawn and we reduce your Highest Anniversary Value benefit base by the same percentage. See “How withdrawals affect your Guaranteed benefits” later in this section. The amount of any withdrawal charge is described under “Withdrawal charge” in “Charges and expenses” later in this Prospectus.

 

At any time after a withdrawal, your Highest Anniversary Value benefit base is equal to one of the following — whichever provides a higher amount:

 

 

Your Highest Anniversary Value benefit base immediately following the most recent withdrawal (plus any transfers to the Protected Benefit account variable investment options made since the most recent “reset” of the Highest Anniversary Value benefit base that established your Protected Benefit account value as your new Highest Anniversary Value benefit base).

 

-OR-

 

 

Your highest Protected Benefit account value on any contract date anniversary after the withdrawal up to the contract date anniversary following the owner’s (or older joint owner’s, if applicable) 85th birthday (plus any transfers to the Protected Benefit account variable investment options and contributions to a Special DCA program designated for the Protected Benefit account variable investment options, made since the most recent “reset” of the Highest Anniversary Value benefit base that established your Protected Benefit account value as your new Highest Anniversary Value benefit base).

 

For Series CP® contracts, on your contract date anniversary any credit or Earnings bonus amounts that are part of your Protected Benefit account value are included in the calculation of the “reset” to your Highest Anniversary Value benefit base. Please note, however, that credit amounts are not part of the Highest Anniversary Value benefit base until a reset occurs. If you are eligible for an Earnings bonus on your contract date anniversary, the amount of the Earnings bonus will be credited to your Total account value after any reset is calculated. If a reset occurs, your Guaranteed benefit base(s) will not be increased by amounts associated with the Earnings bonus on that contract date anniversary.

 

Please see Appendix III later in this Prospectus for an example of how the Highest Anniversary Value benefit base is calculated.

 

RMD Wealth Guard death benefit

 

Descriptions of, and references to, the “RMD Wealth Guard” benefit describe the provisions of the contract as in effect prior to legislation enacted at the end of 2019. Legislation enacted at the end of 2019 has changed various aspects of required minimum distributions from tax qualified and tax favored contracts such as IRAs. After regulatory guidance is issued on this legislation, we anticipate making changes beginning in 2020 to our contracts to reflect these legislative changes.

(For traditional IRA, SEP and QPDC contracts only)

 

The RMD Wealth Guard death benefit is an optional guaranteed minimum death benefit. Your initial RMD Wealth Guard death benefit base is valued based on your initial contributions and any transfers to the Protected Benefit account. Thereafter RMD Wealth Guard death benefit base is increased by any allocations and transfers to the Protected Benefit account, which is described below. Withdrawals from the Protected Benefit account, other than Excess RMD withdrawals, will not reduce your RMD Wealth Guard death benefit base. This death benefit also provides a refund feature in the event the Protected Benefit account falls to zero before the owner reaches age 95. There is an additional charge for this death benefit under the contract. The RMD Wealth Guard death benefit is not available if you elected the GMIB.

 

 

An RMD withdrawal is a withdrawal that is intended to satisfy the lifetime required minimum distributions from certain tax-favored plans and arrangements such as traditional IRAs under federal income tax rules. See “Required minimum distributions” in the “Tax information” section of the Prospectus for more information.

 

 

The RMD Wealth Guard death benefit base is not an account value or cash value. It is equal to:

 

 

Your initial contribution and any subsequent contributions to the Protected Benefit account variable investment options, either directly or through a Special DCA program; plus

 

 

Any amounts contributed to a Special DCA program that are designated for future transfers to the Protected Benefit account variable investment options; plus

 

 

Any amounts transferred to the Protected Benefit account variable investment options; less

 

 

A deduction that reflects any Excess RMD withdrawals from the Protected Benefit account, or from amounts in a Special DCA program designated for the Protected Benefit account variable investment options (including any withdrawal charges). The amount of this deduction is described below.

 

The RMD Wealth Guard death benefit base will be recalculated on each transaction date upon the occurrence of each contribution, transfer or deduction.

 

 

For contracts with the RMD Wealth Guard death benefit, an “Excess RMD withdrawal” is:

 

 

the full amount of any withdrawal from your Protected Benefit Account taken before the calendar year in which you turn age 70½;

 

 

the full amount of any withdrawal from your Protected Benefit Account taken during your first contract year, even if you turn age 70½ during that year; or

 

 

the portion of a withdrawal from your Protected Benefit account that exceeds your RMD Wealth Guard withdrawal amount for the calendar year.

 

 

Excess RMD withdrawals will reduce your RMD Wealth Guard death benefit base on a pro rata basis. Reduction on

 

 

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a pro rata basis means that we calculate the percentage of your Protected Benefit account value that is being withdrawn and we reduce your RMD Wealth Guard death benefit base by the same percentage.

 

Resets.  On each contract date anniversary up to the earlier of (i) the contract date anniversary following your first RMD withdrawal from the Protected Benefit account, and (ii) the contract date anniversary following your 85th birthday, if the Protected Benefit account value is greater than the current RMD Wealth Guard death benefit base, the RMD Wealth Guard death benefit base will automatically reset to equal the Protected Benefit account value. Withdrawals from the Protected Benefit account up to your RMD Wealth Guard withdrawal amount will not reduce your RMD Wealth Guard death benefit base.

 

For Series CP® contracts, any credit or Earnings bonus amounts added to your Protected Benefit account, including credit or Earnings bonus amounts transferred from your Investment account, will be included in your Protected Benefit account value when determining your RMD Wealth Guard death benefit base reset.

 

Calculating your RMD Wealth Guard withdrawal amount. Your RMD Wealth Guard withdrawal amount will be calculated based on the account value in your Protected Benefit account variable investment options as of December 31st in the calendar year you turn age 70½ and calculated each calendar year thereafter as of December 31st. This calculation includes the actuarial present value of your RMD Wealth Guard death benefit. This is because certain provisions of the Treasury Regulations require that the actuarial present value of additional annuity contract benefits, such as guaranteed benefits like the RMD Wealth Guard death benefits, be added to the account value for purposes of calculating account-based annual required minimum distributions from individual retirement annuity contracts. See “Required minimum distributions” in the “Tax information” section of the Prospectus for more information.

 

Your RMD Wealth Guard withdrawal amount will be determined using the RMD rules and life expectancy and distribution tables in effect on December 31, 2014. In the event that tax reform measures change those RMD requirements, unless we agree otherwise, we will not allow your RMD Wealth Guard withdrawal amount to be greater than the RMD Wealth Guard withdrawal amount calculated using the IRS RMD rules that were in effect on December 31, 2014. As a result of us reserving this right, in the event that future IRS rule changes require you to take RMD withdrawals that are greater than the RMD amount calculated using the IRS RMD rules that were in effect on December 31, 2014 and we do not agree to this change, you would have to satisfy your RMD requirements from other retirement sources or, if you do not have other retirement sources, you would have to take an additional RMD withdrawal amount from this contract, which would be treated an Excess RMD withdrawal. That Excess RMD withdrawal would reduce your RMD Wealth Guard death benefit base on a pro rata basis. Please refer to the section “How withdrawals effect your Guaranteed benefits” later in this Prospectus.

Please note that your RMD Wealth Guard withdrawal amount will be zero:

 

 

in each year prior to the calendar year in which you turn age 70½; and

 

 

during your first contract year, even if you turn age 70½ during that year.

 

Withdrawals prior to age 70½ or during your first contract year.  Withdrawals from your Protected Benefit account prior to the calendar year in which you turn age 70½ are treated as Excess RMD withdrawals and reduce your RMD Wealth Guard death benefit base on a pro rata basis (including any applicable withdrawal charges). Withdrawals from your Protected Benefit account prior to your first contract date anniversary will also reduce your RMD Wealth Guard death benefit base on a pro rata basis (including any applicable withdrawal charges) even if you turn age 70½ during that calendar year. Reduction on a pro rata basis means that we calculate the percentage of your Protected Benefit account value that is being withdrawn and we reduce your RMD Wealth Guard death benefit base by the same percentage. This pro rata reduction to the RMD Wealth Guard death benefit base could be greater than the dollar amount of the withdrawal and could significantly reduce or eliminate the value of the RMD Wealth Guard death benefit. For an example of how a pro rata reduction works, see Appendix VI later in this Prospectus.

 

Withdrawals from the Protected Benefit account:

 

 

prior to the calendar year in which you turn age 70½; or

 

 

during your first contract year, even if you turn age 70½ during the calendar year in which your first contract date anniversary falls

 

will not stop your RMD Wealth Guard death benefit base from resetting.

 

As discussed in “Resets” above, the last reset of the RMD Wealth Guard death benefit base will be the earlier of the contract date anniversary following your first RMD withdrawal from the Protected Benefit account or the contract date anniversary following your 85th birthday.

 

Withdrawals at or after age 70½.  After your first contract date anniversary, withdrawals made from your Protected Benefit account beginning with the calendar year in which you turn age 70½ will be treated as RMD Wealth Guard withdrawals and will count towards your RMD Wealth Guard withdrawal amount. Withdrawals from the Protected Benefit account up to your RMD Wealth Guard withdrawal amount will not reduce your RMD Wealth Guard death benefit base. The portion of a withdrawal from your Protected Benefit account that exceeds your RMD Wealth Guard withdrawal amount for the calendar year will be treated as an Excess RMD withdrawal. An Excess RMD withdrawal will reduce your RMD Wealth Guard death benefit base on a pro rata basis. A pro rata reduction to your RMD Wealth Guard death benefit base could be greater than the dollar amount of the withdrawal and could significantly reduce or eliminate the value of your RMD Wealth Guard death benefit.

 

Please note that any withdrawals from your Protected Benefit account, including withdrawals taken up to the RMD Wealth

 

 

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Guard withdrawal amount, will reduce your Protected Benefit account value. Withdrawal charges are waived for RMD Wealth Guard withdrawals, but will count towards the free withdrawal limit. These withdrawals are subject to tax. See “Free withdrawal amount” in “Charges and expenses” later in this Prospectus.

 

If you elect the RMD Wealth Guard withdrawal service, you can elect to take RMD withdrawals from your Protected Benefit account value and Investment account value. If you elect to use our RMD Wealth Guard withdrawal service or our Automatic RMD withdrawal service, you will receive the required amount of RMD payments calculated for your contract for that calendar year. At the time you elect to receive RMD withdrawals, any prior RMD payments due for that calendar year will be paid as a catch-up payment. The catch-up payment is made immediately when the RMD Wealth Guard withdrawal service enrollment is processed. Thereafter, RMD payments will begin on the date and at the frequency you elect.

 

For example, in the calendar year that you turn age 70½, if you enroll in our RMD Wealth Guard withdrawal service in July of that year and requested to receive monthly RMD payments, you would receive the catch-up payment due for January through June in a lump sum on the date the enrollment is processed and the July RMD monthly payment on the date that you specified on the RMD Wealth Guard withdrawal service Form. If you take additional withdrawals from the Protected Benefit account while you are currently taking RMD payments under our RMD Wealth Guard withdrawal service, those RMD payments from the Protected Benefit account will be reduced by those withdrawals. If you delay your first RMD withdrawal until after the calendar year you turn age 70½, but no later than April 1st of the following calendar year, we will pay you a catch-up payment at the time you elected to receive RMD withdrawals, which will include any prior RMD payments due for that calendar year plus the entire RMD amount due from the prior year. The catch-up payment is made immediately when the RMD Wealth Guard withdrawal service enrollment is processed. Thereafter, RMD payments will begin on the date and at the frequency you elect. In that event, your RMD Wealth Guard death benefit base would not reset after your first RMD withdrawal.

 

For more information about the RMD Wealth Guard withdrawal service, please refer to “RMDs for Traditional IRA and SEP IRA contracts with the RMD Wealth Guard death benefit” in “Accessing your money” later in this Prospectus.

 

If you take withdrawals from your Protected Benefit account during a calendar year in which you are receiving RMD payments under our Automatic RMD service or our RMD Wealth Guard withdrawal service, once the total amount of your withdrawals in that calendar year reach your RMD Wealth Guard withdrawal amount, your RMD Wealth Guard withdrawals will be suspended until the next calendar year. Additional withdrawals from the Investment account value will not suspend RMD Wealth Guard withdrawals under our Automatic RMD service or our RMD Wealth Guard withdrawal service.

 

For additional examples of how withdrawals affect your RMD Wealth Guard death benefit base, see Appendix VI later in this

Prospectus. For information on how RMD payments affect your RMD Wealth Guard death benefit, see “RMDs for contracts with the RMD Wealth Guard death benefit” in “Accessing your money” later in this Prospectus.

 

The RMD Wealth Guard withdrawal service is not available under QPDC contracts. If you elect the RMD Wealth Guard death benefit for a QPDC contract, all withdrawals from your Protected Benefit account will reduce the RMD Wealth Guard death benefit base on a pro rata basis and will be subject to any applicable withdrawal charges until the QPDC contract is converted to an IRA. After you convert the QPDC contract to an IRA contract you can elect the RMD Wealth Guard withdrawal service. A qualified plan participant, upon separation from service, may directly roll-over an eligible rollover distribution from the plan by converting the QPDC contract into an otherwise identical IRA contract which retains the RMD Wealth Guard death benefit. In that case, the RMDs can be taken without reducing the RMD Wealth Guard death benefit base. You should not elect the RMD Wealth Guard death benefit under a QPDC contract unless you intend to convert to an IRA prior to taking RMDs. See Appendix II, “Purchase considerations for QP participants”.

 

RMDs are not required to be withdrawn from a Roth IRA during your lifetime. Therefore, if you are considering converting your traditional IRA to a Roth IRA, prior to converting your IRA to a Roth IRA, you must drop the RMD Wealth Guard death benefit. For information on dropping this benefit, see “Dropping or changing your Guaranteed benefits” in “Contract features and benefits”, later in this Prospectus and under Appendix I.

 

The RMD Wealth Guard death benefit is only available for traditional IRA, SEP and QPDC contracts.

 

RMD Wealth Guard Refund feature

 

If you elected the RMD Wealth Guard death benefit and your Protected Benefit account value falls to zero before the owner’s death, your RMD Wealth Guard death benefit terminates and we will refund 10% of the total of (a) minus (b), where:

 

(a)

equals your total contributions and transfers to the Protected Benefit account; and

 

(b)

equals the total dollar amount of any Excess RMD withdrawals you have taken.

 

For example, assume that at the time your Protected Benefit account value fell to zero, your total contributions and transfers to the Protected Benefit account were $100,000 and you had taken a total of $10,000 in Excess RMD withdrawals. You will receive a refund equal to 10% of $90,000 ($100,000 - $10,000), or $9,000.

 

For Series CP® contracts, any credit or Earnings bonus amounts added to your Protected Benefit account, including credit or Earnings bonus amounts transferred from your Investment account, are not included in part (a) of the formula for calculating your RMD Wealth Guard Refund.

 

We will pay you the amount of any RMD Wealth Guard Refund as a lump sum. In certain circumstances, you may be

 

 

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able to roll over this payment into another IRA. Please consult your tax adviser. Also, please see “Withdrawals, payments and transfers of funds out of traditional IRAs” in the “Tax Information” section of this Prospectus for more information about possible tax consequences of any distribution from your contract.

 

If your Protected Benefit account falls to zero, your contract will also terminate unless you have amounts allocated to the Investment account. In this case, you will receive the RMD Wealth Guard Refund as a lump sum, your contract will continue and any remaining RMD payments will continue uninterrupted from your Investment account, beginning in the calendar year in which your Protected Benefit account falls to zero.

 

 

 

If you change ownership of the contract, generally the Guaranteed minimum death benefit will automatically terminate, except under certain circumstances. See “Transfers of ownership, collateral assignments, loans and borrowing” in “More information” later in this Prospectus for more information.

 

The Guaranteed minimum death benefits are subject to state availability and your age at contract issue. For a state-by-state description of all material variations of this contract, see Appendix V later in this Prospectus.