1290 Avenue of the Americas
New York, NY 10104
Robert Negron, Jr.
Senior Director & Counsel
212-314-2830(Tel.)
212-707-1900(Fax)
December 5, 2013
VIA EDGAR
Ms. Alison White
United States Securities and Exchange Commission
Office of Insurance Products
Division of Investment Management
Mail Stop 8629
Washington, DC 20549-8629
| RE: | MONY Life Insurance Company of America (“Company”) |
MONY America Variable Account K
Initial Registration Statements on Form N-6
File Nos. 333-191149, and 333-191150, and 811-22886
Dear Ms. White:
On September 13, 2013, we filed initial Registration Statements on Form N-6 describing MONY America’s plan to transfer the assets related to Incentive Life Legacy I and II and Corporate Sponsored Variable Universal Life Insurance (“CSVUL”) policies from to MONY America Variable Account L to MONY America Variable Account K. On November 12, 2013, we received written comments on this filing from you. We are providing responses to those comments below. We intend to file a pre-effective amendment to incorporate these changes and to include the consent of our independent registered public accounting firm. We first set forth each specific staff comment and then provide our response.
| 1. | General Comments |
Please confirm that the contract name on the front cover page of the prospectus will continue to be the same as the EDGAR class identifiers associated with the contract.
1
Response
The EDGAR class identifier for the contract identified on the front cover page of the prospectus as “Incentive Life Legacy” has been revised to be consistent with that identification. With respect to the other contracts associated with the above-referenced filings, both the EDGAR class identifier and the front cover page of the prospectus use the names “Incentive Life Legacy II” and “Corporate Sponsored Variable Universal Life.”
| 2. | Supplement Dated December 31, 2013 |
Please expand your disclosure to explain why “MONY America determined that it would be more administratively and operationally efficient to transfer its variable life policies not covered by [its reinsurance] . . . agreement with Protective Life . . . to a new separate account.”
Response
We would note that the disclosure set forth in the Supplement dated December 31, 2013 is substantially similar to disclosure contained in prospectus supplements relating to a similar transaction involving Reg. Nos. 333-182795 and 811-22651 and Reg. Nos. 333-182796 and 811-22651, with regard to AXA Equitable Life Insurance Company moving certain contract assets from its Separate Account No. 49 to its newly established separate account Separate Account No. 70. That transaction was the subject of filings with the Commission which were commented on by the Staff and declared effective on October 16, 2012. That said, we have added disclosure to indicate that the administrative and operational efficiencies gained by the transfer result from the fact that the policies that are not subject to the agreement with Protective Life will not be serviced by Protective Life going forward. We believe our disclosure, now even further enhanced, fully informs our contract owners as to the purpose of the transaction.
| 3. | Item 24. Financial Statements and Exhibits |
Please provide Powers of Attorney that relate specifically to the filings. See Rule 483(b) of the Securities Act of 1933.
Response
The Powers of Attorney that relate specifically to the filings are included in the pre-effective amendment for each filing.
2
| 4. | Financial Statements, Exhibits, and Other Information |
Any financial statements, exhibits, and other required disclosure not included in this registration statement must be filed in a pre-effective amendment to the registration statement.
Response
Any financial statements, exhibits, and other required disclosure not included in this registration statement will be filed in a pre-effective amendment to the registration statement.
***************************************************************************
Please contact either Chris Palmer, Esq., of Goodwin Procter at (202) 346-4253 or me if you have any questions on our responses to the staff’s comments. We appreciate your assistance with this filing.
| Yours truly, |
/s/ Robert Negron, Jr. |
| Robert Negron, Jr. |
Cc: Christopher E. Palmer, Esq.
3
MONY Life Insurance Company of America
SUPPLEMENT DATED DECEMBER 31, 2013 TO THE CURRENT PROSPECTUSES FOR
.. INCENTIVE LIFE LEGACY(R)
.. INCENTIVE LIFE LEGACY(R) II
--------------------------------------------------------------------------------
This supplement modifies certain information in the above-referenced
prospectuses, supplements to prospectuses and statement of additional
information ("together the "Prospectus"), offered by MONY Life Insurance
Company of America ("MONY America"). You should read this supplement in
conjunction with your Prospectus and retain it for future reference. This
supplement incorporates the Prospectus by reference. Unless otherwise
indicated, all other information included in your Prospectus remains unchanged.
The terms we use in this Supplement have the same meaning as in your
Prospectus. We will send you another copy of any prospectus or supplement
without charge upon request. Please contact our Administrative Office
referenced in your Prospectus.
<R>
AXA Financial Inc. and Protective Life Insurance Company ("Protective Life")
recently entered into an agreement involving the reinsurance of certain
policies issued by MONY Life Insurance Company of America (a wholly-owned
indirect subsidiary of AXA Financial, Inc.). Your policy to which the
Prospectus relates was not covered by the agreement with Protective Life and,
therefore, will not be serviced by Protective Life going forward. As such, MONY
America determined that it would be more administratively and operationally
efficient to transfer its variable life policies not covered by the agreement
with Protective Life including your policy, to a new separate account, MONY
America Variable Account K. Accordingly, your assets in investment options
through MONY America Variable Account L were transferred to MONY America
Variable Account K. The investment options in MONY America Variable Account L
and MONY America Variable Account K are exactly the same. Your account value
and your allocations were not changed as a result of this transfer. You did not
incur any costs or expenses in connection with this transaction. This
transaction had no effect on your policies.
</R>
All references in your Prospectus to MONY America Variable Account L are
deleted in their entirety and replaced with references to MONY America Variable
Account K, except with respect to the sections "Financial statements" of "MONY
America Variable Account L and MONY America" and "Distribution of the policies".
Incentive Life Legacy(R) is issued by and is a registered service mark of
MONY Life Insurance Company of America (MONY America)
Co-distributed by affiliates AXA Advisors, LLC and AXA Distributors, LLC 1290
Avenue of the Americas, New York, NY 10104
Copyright 2013
MONY Life Insurance Company of America All rights reserved.
MONY LIFE INSURANCE COMPANY OF AMERICA
1290 AVENUE OF THE AMERICAS NEW YORK, NY 10104
(212) 554-1234
IL Legacy I & II Catalog No. (12/13)
IM (12/13) #591071
IF/NB (AR)
SUPPLEMENT DATED DECEMBER 31, 2013 TO THE ISSUED BY:
PROSPECTUS DATED DECEMBER 31, 2013 FOR
CORPORATE SPONSORED VARIABLE UNIVERSAL LIFE MONY LIFE INSURANCE COMPANY OF AMERICA
--------------------------------------------------------------------------------
This Supplement modifies certain information in the above-referenced Prospectus
and Statement of Additional Information, dated December 31, 2013, (the
''Prospectus''). You should read this Supplement in conjunction with the
Prospectus and retain it for future reference. Unless otherwise indicated, all
other information included in the Prospectus remains unchanged. The terms and
section headings we use in this Supplement have the same meaning as in the
Prospectus. We will send you another copy of any prospectus or supplement
without charge upon request. Please contact the customer service group
referenced in your prospectus.
<R>
AXA Financial Inc. and Protective Life Insurance Company ("Protective Life")
recently entered into an agreement involving the reinsurance of certain
policies issued by MONY Life Insurance Company of America (a wholly-owned
indirect subsidiary of AXA Financial, Inc.). Your policy to which the
Prospectus relates was not covered by the agreement with Protective Life and,
therefore, will not be serviced by Protective Life going forward. As such, MONY
America determined that it would be more administratively and operationally
efficient to transfer its variable life policies not covered by the agreement
with Protective Life including your policy, to a new separate account, MONY
America Variable Account K. Accordingly, your assets in investment options
through MONY America Variable Account L were transferred to MONY America
Variable Account K. The investment options in MONY America Variable Account L
and MONY America Variable Account K are exactly the same. Your account value
and your allocations were not changed as a result of this transfer. You did not
incur any costs or expenses in connection with this transaction. This
transaction had no effect on your policies.
</R>
Copyright 2013. MONY Life Insurance Company of America. All rights reserved.
1290 Avenue of the Americas
New York, NY 10104
(212) 554-1234
VL MLOA 004 (10/13) 140575 (10/13)
x581964